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Jona Notes in Sales Finalssalwe PDF
Jona Notes in Sales Finalssalwe PDF
Lydia Bun da c) |1
Alcazar, JMM.
When a sale covers a specifi c or determinate object, upon perfection and even prior to delivery, and
although the seller still owns the subject matter, he is already obliged to take care of the subject matter
with the diligence of a good father of a family; otherwise, he becomes liable to the buyer for breach of
such obligation, as when the thing deteriorates or is lost through seller’s fault.
General Rule, ownership of the thing sold is acquired upon its delivery, actual or constructive, to
the buyer.
Exceptions:
1. Express reservation of ownership
Article 1478. The parties may stipulate that ownership in the thing shall not pass to the
purchaser until he has fully paid the price.
2. Contract to sell
3. Sale on acceptance / trial / approval / satisfaction
Article 1502. When goods are delivered to the buyer "on sale or return" to give the
buyer an option to return the goods instead of paying the price, the ownership passes to
the buyer on delivery, but he may revest the ownership in the seller by returning or
tendering the goods within the time fixed in the contract, or, if no time has been fixed,
within a reasonable time. (n)
When goods are delivered to the buyer on approval or on trial or on satisfaction, or
other similar terms, the ownership therein passes to the buyer:
(1) When he signifies his approval or acceptance to the seller or does any other act
adopting the transaction;
(2) If he does not signify his approval or acceptance to the seller, but retains the goods
without giving notice of rejection, then if a time has been fixed for the return of the
goods, on the expiration of such time, and, if no time has been fixed, on the expiration
of a reasonable time. What is a reasonable time is a question of fact. (n)
Article 1537,CC. The vendor is bound to deliver the thing sold and its accessions and accessories
in the condition in which they were upon the perfection of the contract.
Accessories - anything attached to a principal thing for its completion, ornament, or better use.
Condition - an uncertain event or contingency on the happening of which the obligation or right of the
contract depends
Warranty - a statement or representation made by the seller contemporaneously and as a part of the
contract of sale, having reference to the character, quality, or title of the goods, and by which he
promises or undertakes to insure that certain facts are or shall be as he then represents.
Express Warranties – any affirmation of fact or promise by the seller to the thing, inducing the
buyer to purchase the same if the buyer purchases the thing relying thereon.
Requisites:
(a) It must be an affirmation of fact or any promise by the seller relating to the subject
matter of the sale;
(b) The natural tendency of such affirmation or promise is to induce the buyer to
purchase the thing; and
(c) The buyer purchases the thing relying on such affirmation or promise thereon.
An affirmation of the value of the thing, or any statement purporting to be a statement of the seller’s
opinion only, shall not be construed as a warranty, unless the seller made such affirmation or statement
as an expert and it was relied upon by the buyer.
Article 1341, CC. A mere expression of an opinion does not signify fraud, unless made by an expert and
the other party has relied on the former's special knowledge.
Implied Warranties - those which by the law constitute part of every contract of sale, whether
or not the parties were aware of them, and whether or not the parties intended them. It is a
natural, and not an essential element of a contract, deemed incorporated in the contract of sale.
Not applicable to sheriff, auctioneer, mortagagee, pledge (apply principle of caveat emptor – let the
buyer beware because the purchaser acquires no better title than the judgment debtor has)
Elements:
(a) Purchaser has been deprived of, or evicted from, the whole or part of the thing sold;
(b) Eviction is by a final judgment;
(c) Basis of judgment is by virtue of a right prior to the sale made by the seller; and
(d) Seller has been summoned and made co-defendant in the suit for eviction at the instance of the
buyer.
Under Article 1560 of the Civil Code, the warranty shall apply only when the following conditions are
present:
(a) The immovable sold is encumbered with any non-apparent burden or servitude, not mentioned in
the agreement; and
(b) The nature of such non-apparent burden or servitude is such that it must presumed that the buyer
would not have acquired it had he been aware thereof.
The buyer may either bring an action for rescission or sue for damages only if he does so within one (1)
year computed from the execution of the deed.
Article 1561, CC. The vendor shall be responsible for warranty against the hidden defects which the
thing sold may have, should they render it unfit for the use for which it is intended, or should they
diminish its fitness for such use to such an extent that, had the vendee been aware thereof, he would
not have acquired it or would have given a lower price for it; but said vendor shall not be answerable for
patent defects or those which may be visible, or for those which are not visible if the vendee is an expert
who, by reason of his trade or profession, should have known them.
General Rule: Article 1566, CC. The vendor is responsible to the vendee for any hidden faults or defects
in the thing sold, even though he was not aware thereof.
Exception: Article 1566, CC, par.2. This provision shall not apply if the contrary has been stipulated, and
the vendor was not aware of the hidden faults or defects in the thing sold.
Article 1576,CC. If the hidden defect of animals, even in case a professional inspection has been made,
should be of such a nature that expert knowledge is not sufficient to discover it, the defect shall be
considered as redhibitory.
But if the veterinarian, through ignorance or bad faith should fail to discover or disclose it, he shall be
liable for damages.
Article 1578, CC. If the animal should die within three days after its purchase, the vendor shall be liable
if the disease which cause the death existed at the time of the contract.
There is no warranty against hidden defects of animals sold at fair, or public auctions, or of livestock sod
as condemned.
TYPES OF DELIVERY
Actual or real Delivery –
Article 1497,CC. The thing sold shall be understood as delivered, when it is placed in the control
and possession of the vendee.
Article 1498,CC. When the sale is made through a public instrument, the execution
thereof shall be equivalent to the delivery of the thing which is the object of the
contract, if from the deed the contrary does not appear or cannot clearly be inferred.
With regard to movable property, its delivery may also be made by the delivery of the
keys of the place or depository where it is stored or kept.
Traditio Symbolica - to effect delivery, parties use a token or symbol to represent the
thing delivered
Tradition Longa Manu – delivery of a thing by mere agreement, seller points the
property without actually delivering it
Tradition Brevi Manu - before the sale, the would-be buyer was already in possession of
the would-be subject matter of the sale, say as a lessee, and pursuant to sale, he would
now hold possession in the concept of an owner
Tradition Constitutum Possessorium - takes effect when at the time of the perfection of
the sale, the seller held possession of the subject matter in the concept of owner, and
pursuant to the contract, the seller continues to hold physical possession thereof no
longer in the concept of an owner, but as a lessee or any other form of possession other
than in the concept of owner
Quasi – Tradition - placing of titles of ownership in the possession of the buyer, or the
use by the buyer of his rights, with the seller’s consent
Article 1501. With respect to incorporeal property, the provisions of the first paragraph
of article 1498 shall govern. In any other case wherein said provisions are not applicable,
the placing of the titles of ownership in the possession of the vendee or the use by the
vendee of his rights, with the vendor's consent, shall be understood as a delivery
Tradition by Operation of Law
Article 1434. When a person who is not the owner of a thing sells or alienates and
delivers it, and later the seller or grantor acquires title thereto, such title passes by
operation of law to the buyer or grantee.
Requisites:
1. Two or more transactions must constitute valid sales
2. They must pertain exactly to the same object or subject matter
3. They must be bought from the same or immediate seller
4. Two or more buyers who are at odds over the rightful ownership of the subject matter must
represent conflicting interests.
In case of movable property, buyer in good faith who is able to effect registration of his purchase is
preferred over the other. The ownership is deemed to be transferred to the vendee who has first taken
possession of it in good faith. Prior possession and good faith must concur. Apply primus tempore,
portior jure – first in time, stronger in right.
Mere registration of deed of sale is not enough. Good faith is a mandatory requirement. Additionally,
the possession in good faith must continue until the vendee’s contract had ripen to ownership by
tradition or registration.
Non-payment of the consideration in the sale does not prove simulation, at most, it gives the
seller the right to sue for collection. Generally, in a sale, payment of the price is a resolutory
condition and the remedy of the seller is to exact fulfillment or, in case of substantial breach, to
rescind the contract.
Article 1191,CC. The power to rescind obligations is implied in reciprocal ones, in case one
of the obligors should not comply with what is incumbent upon him.
The injured party may choose between the fulfillment and the rescission of the obligation,
with the payment of damages in either case. He may also seek rescission, even after he has
chosen fulfillment, if the latter should become impossible.
The court shall decree the rescission claimed, unless there be just cause authorizing the
fixing of a period.
This is understood to be without prejudice to the rights of third persons who have acquired
the thing, in accordance with articles 1385 and 1388 and the Mortgage Law.
to them which is inconsistent with the ownership of the seller, or when after the lapse of a
reasonable time, he retains the goods without intimating to the seller that he has rejected them.
Unpaid Seller
Article 1525. The seller of goods is deemed to be an unpaid seller within the meaning of this Title:
(1) When the whole of the price has not been paid or tendered;
(2) When a bill of exchange or other negotiable instrument has been received as
conditional payment, and the condition on which it was received has been broken by
reason of the dishonor of the instrument, the insolvency of the buyer, or otherwise.
In articles 1525 to 1535 the term "seller" includes an agent of the seller to whom the bill of lading has
been indorsed, or a consignor or agent who has himself paid, or is directly responsible for the price, or
any other person who is in the position of a seller.
immaterial that further destination for the goods may have been indicated by the
buyer;
iii. If the carrier or other bailee wrongfully refuses to deliver the goods to the buyer or
his agent in that behalf.
2. If the goods are delivered to a ship, freight train, truck, or airplane chartered by the
buyer, it is a question depending on the circumstances of the particular case,
whether they are in the possession of the carrier as such or as agent of the buyer.
If part delivery of the goods has been made to the buyer, or his agent in that behalf, the
remainder of the goods may be stopped in transitu, unless such part delivery has been under
such circumstances as to show an agreement with the buyer to give up possession of the whole
of the goods.
Special right of Resale
When right can be exercised:
a. The goods are of perishable nature;
b. Where the seller has been expressly reserved in case the buyer should make
default; or
c. Where the buyer has been in default in the payment of the price for an
unreasonable time
Effect of having exercised the right: when the unpaid seller has exercised his right of resale, he
shall not thereafter be liable to the original buyer upon the sale or for any profit made by such
resale, but may recover from the buyer damages for any loss occasioned by the breach of the
sale.
Special right of rescission
When right can be exercised:
a. Where the right to rescind on default has been expressly reserved
b. Where the buyer has been in default for an unreasonable time
The special rights to resell and rescind can be availed of by the unpaid seller only when two prior rights
of possessory lien or stoppage in transit have been exercised by the unpaid seller.
In case of Immovables
1. When there is anticipatory breach
Article 1591, par1, CC. Should the vendor have reasonable grounds to fear the loss of
immovable property sold and its price, he may immediately sue for the rescission of the sale.
2. Failure of Buyer to Pay Price
Article 1592, CC. In the sale of immovable property, even though it may have been stipulated
that upon failure to pay the price at the time agreed upon the rescission of the contract shall of
right take place, the vendee may pay, even after the expiration of the period, as long as no
demand for rescission of the contract has been made upon him either judicially or by a notarial
act. After the demand, the court may not grant him a new term.
The seller has the option to rescind the sale upon judicial or notarial demand.
Applies only to conditional sales of real property, does not cover contracts to sell.
In case of Movables
a.In case of Failure of seller to deliver
Seek action for specific performance to direct that the contract shall be performed specifically,
without giving the seller the option of retaining the goods on payment of damages.
b.In case of breach of seller’s warranty
Article 1599. Where there is a breach of warranty by the seller, the buyer may, at his election:
1) Accept or keep the goods and set up against the seller, the breach of warranty by way of
recoupment in diminution or extinction of the price;
2) Accept or keep the goods and maintain an action against the seller for damages for the
breach of warranty;
3) Refuse to accept the goods, and maintain an action against the seller for damages for
the breach of warranty;
4) Rescind the contract of sale and refuse to receive the goods or if the goods have already
been received, return them or offer to return them to the seller and recover the price or
any part thereof which has been paid.
When the buyer has claimed and been granted a remedy in anyone of these ways, no
other remedy can thereafter be granted, without prejudice to the provisions of the
second paragraph of article 1191.
Where the goods have been delivered to the buyer, he cannot rescind the sale if he
knew of the breach of warranty when he accepted the goods without protest, or if he
fails to notify the seller within a reasonable time of the election to rescind, or if he fails
to return or to offer to return the goods to the seller in substantially as good condition
as they were in at the time the ownership was transferred to the buyer. But if
deterioration or injury of the goods is due to the breach or warranty, such deterioration
or injury shall not prevent the buyer from returning or offering to return the goods to
the seller and rescinding the sale.
Where the buyer is entitled to rescind the sale and elects to do so, he shall cease to be
liable for the price upon returning or offering to return the goods. If the price or any
part thereof has already been paid, the seller shall be liable to repay so much thereof as
has been paid, concurrently with the return of the goods, or immediately after an offer
to return the goods in exchange for repayment of the price.
Where the buyer is entitled to rescind the sale and elects to do so, if the seller refuses to
accept an offer of the buyer to return the goods, the buyer shall thereafter be deemed
to hold the goods as bailee for the seller, but subject to a lien to secure the payment of
any portion of the price which has been paid, and with the remedies for the
enforcement of such lien allowed to an unpaid seller by article 1526.
5) In the case of breach of warranty of quality, such loss, in the absence of special
circumstances showing proximate damage of a greater amount, is the difference
between the value of the goods at the time of delivery to the buyer and the value they
would have had if they had answered to the warranty.
In case of Immovables
a.In case of Suspension of Payment
Article 1590,CC. Should the vendee be disturbed in the possession or ownership of the thing
acquired, or should he have reasonable grounds to fear such disturbance, by a vindicatory action or
a foreclosure of mortgage, he may suspend the payment of the price until the vendor has caused
the disturbance or danger to cease, unless the latter gives security for the return of the price in a
proper case, or it has been stipulated that, notwithstanding any such contingency, the vendee shall
be bound to make the payment. A mere act of trespass shall not authorize the suspension of the
payment of the price.
b.In case of subdivision or condominium projects
Section 23, PD957 (Regulating The Sale Of Subdivision Lots And Condominiums, Providing
Penalties For Violations Thereof) . Non-Forfeiture of Payments. No installment payment made by a
buyer in a subdivision or condominium project for the lot or unit he contracted to buy shall be
forfeited in favor of the owner or developer when the buyer, after due notice to the owner or
developer, desists from further payment due to the failure of the owner or developer to develop the
subdivision or condominium project according to the approved plans and within the time limit for
complying with the same. Such buyer may, at his option, be reimbursed the total amount paid
including amortization interests but excluding delinquency interests, with interest thereon at the
legal rate.
c.Right to grace period stipulated
When a grace period is provided for in the contract of sale, it should be construed as a right, not an
obligation of the debtor, and when unconditionally conferred, the grace period is effective without
further need of demand either calling for the payment of the obligation or for honoring the right.
The Recto Law comprises Articles 1484 to 1486 of the Civil Code. It was added to the Civil Code to
prevent abuses in the foreclosure of chattel mortgages, such as when mortgagee-creditors foreclosed
mortgaged property, bought them at a low price (on purpose,) then prosecuted the mortgagor-debtors
to recover the deficiencies. It was meant to remedy the abuses committed in connection with the
foreclosure of chattel mortgages and to prevent mortgagees from seizing the mortgaged property,
buying it at foreclosure sale for a low price and then bringing suit against the mortgagor for a defi ciency
judgment. The invariable result of such a procedure was that the mortgagor found himself minus the
property and still owing practically the full amount of his original indebtedness.
Article 1484,CC. In a contract of sale of personal property the price of which is payable in installments,
the vendor may exercise any of the following remedies:
1. Exact fulfillment of the obligation, should the vendee fail to pay;
2. Cancel the sale, should the vendee's failure to pay cover two or more installments;
3. Foreclose the chattel mortgage on the thing sold, if one has been constituted, should
the vendee's failure to pay cover two or more installments. In this case, he shall have no
further action against the purchaser to recover any unpaid balance of the price. Any
agreement to the contrary shall be void.
Governs the sale or finding of real estate on installment payment. It is an expression of public policy to
protect buyers of real estate on installments against onerous and oppressive conditions.
Requisites:
Transactions or contracts involving the sale or financing of real estate on installment payments,
including residential condominium apartments
Buyer default in payment of succeeding installments.
The actual cancellation of the contract shall take place after thirty (30) days from receipt by the buyer of
the notice of cancellation or the demand for rescission of the contract by a notarial act and upon full
payment of the cash surrender value to the buyer.
(b) To pay in advance any installment or the full unpaid balance of the purchase price any time without
interest and to have such full payment of the purchase price annotated in the certificate of title covering
the property.