SALES- PRELIMINARIES
certain in money or its equivalent.
SALES DEFINED
Art. 1458. By the contract of sale, one of the
contracting parties obligates himself to transfer
the ownership of and to deliver a determinate
thing, and the other to pay therefore a price
certain in money or its equivalent.
ELEMENTS
1. Essential
Art. 1318. Consent, Object, Cause/
Consideration (Price)
NOTE: THE ABSENCE OF ANY OF THREE
MAKES THE SALE VOID. WAG MO NA ISIPIN
KUNG VALID O HINDI, VOID NGA.
2. Natural
By the nature of the contract, these are
elements deemed to exist, in the absence of
contrary agreement.
E.g. Warranty against hidden defects,
Warranty against eviction
3. Accidental
Elements that may or may not be in the
contract depending on the stipulations.
E.g. Penalty, conditions, interest, time
and place of payment.
CHARACTERISTICS
1. Principal
It stands on its own and does not
depend on another contract for its validity.
2. Nominate
It has designation in the Civil Code.
May sarili siyang pangalan at page sa codal.
3. Bilateral
Imposes obligation on BOTH parties.
Seller/ Vendor is obliged to deliver the
thing AND transfer ownership.
Buyer/ Vendee is obliged to pay price
4. Onerous
It imposes a valuable consideration
May bayad (price certain in money or its
equivalent)
5. Consensual
It is perfected by mere consent.
Sari-sari store. Kahit walang papel basta
may meeting of the offer and the acceptance
upon the thing and the cause/ consideration/
price.
6. Commutative
A thing of value is exchanged for equal
value.
May benefit sa silang pareho. Seller-
yung price, Buyer- yung ownership and the thing
itself.
KINDS OF CONTRACT OF SALE
Art. 1458. (paragraph 2) A contract of sale may
be absolute or conditional.
1. Absolute
The sale is not subject to any
conditions. The ownership passes to the buyer
upon payment and delivery.
2. Conditional
Art. 1461. Things having potential
existence may be the object of the contract of
sale.
Art. 1462. (paragraph 2) There may be a
contract of sale of goods whose acquisition by
the seller depends upon a contingency that
may or may not happen.
Art. 1465. Things subject to a resolutory
condition may be the object of the contract of
sale.
RECAP OBLICON
a. Resolutory condition- the happening of the event
extinguishes the obligation.
 IN THE SALES-SENSE
a. Resolutory condition- Art. 1465.
Things subject to a resolutory condition may be
the object of the contract of sale.
Retro Sales
Example: S and B entered into a contract
of sale of a parcel of land. They stipulated that S
may repurchase the property within 2 years of
redemption period.
IF S exercises his right to recover the property, B
is bound to sell the land back to S.
IF NOT (the 2-year redemption period lapsed) B’s
obligation to sell the property back to S is
extinguished.
Wag mo na intindihin, di naman ata kasama.
OBJECTS
REQUISITES FOR VALID OBJECT
1. Licit
Art. 1459. The thing must be licit and the
vendor must have a right to transfer the
ownership thereof at the time it is delivered.
It must not be contrary to law, morals, good
customs, public order or public policy.
It must be within the commerce of men.
It must be transmissible. May karapatan kang
ilipat, especially if the object of the sale is a right.
It must not contemplate future inheritance.
Bawal nga ibenta yung mga mamanahin, saka na
pag patay na yung magpapamana
Kinds of Illicit Things
1. Illicit/ Illegal per se- because of the
nature of the object, the thing is undoubtedly a
thing that cannot be sold.
Example: Spoiled food, expired products
2. Illicit/ Illegal per accidens- the law
prohibits the sale, any sale thereof is illegal.
Dahil sabi ng batas, bawal ibenta, edi
bawal. Example: Drugs, exotic animals, human
organs, sex
2. Determinate
Art. 1460. A thing is determinate when it
is particularly designated or physically
segregated from all other of the same class.
RECAP OBLICON
Particularly desig-ALAM NIYO NA YON.
3. Possible or Actual
Art. 1461. Things having a potential
existence may be the object of the contract of
sale.
The efficacy of the sale of a mere hope
or expectancy is deemed subject to the condition
that the thing will come into existence.
The sale of a vain hope or expectancy is
void.
The thing has the capacity to exist. Kahit hindi
ngayon, kahit sa isang taon basta posible
EXCEPT NGA YUNG MANA MO SA MAMA AT
PAPA MO ANG KULIT
Lotto or sweepstakes tickets, raffle tickets,
yung mga binibili mo kasi umaasa kang
makukuha or mapapanalunan mo, valid object
yun. EXCEPT VAIN HOPE OR EXPECTANCY,
VOID YON KASI UMAASA KA LANG SA WALA.
KINDS OF GOODS
1. Future goods- Art. 1462. Goods to be
manufactured, raised or acquired by the seller
after the perfection of the contract of sale.
2. Existing goods- Art. 1462. Owned or
possessed by the seller.
SO, one more thing, HINDI kailangan na sa oras
na nagkasundo kayo na magbebentahan
(PERFECTION of the contract of sale) ay hawak
na ni Vendor yung object, VALID pa rin yung sale
kahit wala pa sa possession niya. VOID lang
kapag at the time of the DELIVERY, wala pa rin.
SALE OF FUNGIBLE GOODS
Fungible- measurable, equivalent of other unit.
Art. 1464. Ang sabi lang naman, kapag kulang
yung number, weight, or measure na binili mo sa
idi-neliver sayo, Seller is bound to supply what is Applicable Law on Barter Law on Sales
lacking/ deficit. Example: sale of 1/2 of grains/ Law or Exchange
palay in a bodega co-owned by S. The expected
number contained in that bodega is 1000 sacks,
The provision contemplates those consideration
750 lang pala edi hingin mo yung kulang EXCEPT
for a thing which consists partly in money and
if there is a contrary intent.
partly in another thing. The transaction is
Effect of sale of an undivided share of a specific characterized by the manifest or expressed
mass: Buyer becomes a co-owner of the whole intention of the parties.
mass.
Example: S sold his phone worth Php 30,000, B
Feeling ko rin hindi kasama. paid in cash the amount of Php 10,000 and his
shoes worth Php 20,000.
COMPLEMENTARY CONTRACTS
As a rule, if the amount of the other thing
CONSTRUED TOGETHER DOCTRINE
exceeds the value of the money, IT IS A
OBLICON RECAP BARTER.
Art. 1466. If there is a contract of agency to sell TO MAKE IT A SALE:
and a contract of sale, the agreement of BOTH
contracts shall be considered to interpret the S sold his phone worth Php 30,000, B
contracts. paid in cash the amount of Php 20,000 and his
shoes worth Php 10,000.
CONTRACT FOR A PIECE OF WORK V.
SALE
PRICE
Art. 1467.
REQUISITES FOR A VALID PRICE
CPW Sale
Object Manufactured Goods for the 1. Certain/ Ascertainable
specially/ general
customized/ market Certain- expressed and agreed in terms
upon special of specific pesos or centavos
order
Buyer Special Vendees in Ascertainable-
customer the ordinary
course of Art. 1469. The determination of
business the price is left to third persons
(Appraiser).

Contract for a piece of work yung isdang pinahuli Example: A and B entered into a
mo sa dagat, Sale yung isdang binili mo sa contract of sale involving a set of
palengke. diamond jewelry. They assigned C to
determine the price. PAG TINANONG
BARTER V. SALE KUNG VALID YUNG SALE, BASTA
PUMAYAG, MAY KNOWLEDGE AND
Art. 1468. CONSENT ANG PAREHONG PARTY,
Barter Sale OO KA AGAD.
Nature Exchange/ A thing is If the appraiser is unwilling/
trade of a given in unable= Contract is inefficacious= VOID
thing for exchange of
another a price in Exception: The parties
money or its subsequently agree to a price.
equivalent
 If the appraiser acted in bad faith/ 2. The law or stipulation does not prohibit the
by mistake= Court may fix the price right to bid.

If the appraiser is prevented by If the seller/ his agent bid without satisfying the
either seller/ buyer, demanda mo yung requisites: THE SALE IS VOID.
guilty party, fraud yun.
GENERAL RULE: THE SALE BY AUCTION IS
Art. 1472. The price of securities, grain, PERFECTED BY THE FALL OF THE HAMMER.
liquids and other things (those subject to
fluctuations of the market). Walang definite price
kasi araw-araw, iba-iba.
OPTION MONEY VS. EARNEST MONEY
Example: On December 16, 2019, S and
Option Earnest
B entered into a contract of sale of oil to be
Excluded from the Part of the purchase
delivered next year, February 16, 2020. They
purchase price/ price as down/ advance
stipulated that whatever the value of oil for that distinct from the payment
definite day, B will pay such price. price
2. Real- not simulated
No perfected There is a perfected
Art. 1471. Simulated price, Sale is void. contract of sale contract of sale

3. In Money or its equivalent

Binds the option Proof for the contract of
contract sale

Art. 1473 The offeree is not The Buyer is bound to

GENERAL RULE: The determination of the bound to pay the pay remaining balance
purchase price
price cannot be left to the discretion of one of
the parties.

EXCEPTION: The Seller fixed the price and the

Buyer agreed and accepted it.
Art. 1474
GENERAL RULE: The price is the cause or
consideration of the sale. WITHOUT THE
PRICE, CONTRACT IS INEFFICACIOUS, THE
SALE IS VOID.
EXCEPTION: Partial delivery or appropriation,
the Buyer is bound to pay a reasonable price
therefor.
Art. 1479. Option Contract
A promise to buy and sell bound by a
consideration distinct from the price. Secures the
exclusive privilege to buy the property. A
preparatory contract to a contract of sale.
SALE OF GOOD BY DESCRIPTION OR
SAMPLE
Art. 1481.

GENERAL RULE: The buyer must be given a

reasonable opportunity to examine the goods.
SALE BY AUCTION If the goods do not correspond the
description or sample, CONTRACT MAY BE
Art. 1476.
RESCINDED (VOIDABLE).
The seller/ agent may bid in the auction
provided:

1. There is a notice given SALE OF PERSONAL PROPERTY

PAYABLE BY INSTALLMENTS
Art. 1484. Remedy of the Seller when Buyer
failed to pay two or more installments:
EFFECT OF LOSS
1. Demand fulfillment of the whole
obligation Art. 1493

2. Rescind/ cancel the sale Entirely loss = VOID

3. Foreclose the chattel mortgage, if Partial loss = Vendee may:

constituted
1. Withdraw from the contract/
Art. 1487. rescind the sale

GENERAL RULE: Expenses for the execution 2. Demand the remaining part of
of the sale are to be borne by the vendor the object and pay the proportionate price

EXCEPTION: Stipulation to the contrary

CAPACITY TO BUY AND SELL EFFECT OF LOSS IN SPECIFIC GOODS

GENERAL RULE: All juridical or natural Nasira or nag-deteriorate yung goods

persons with the legal capacity may enter into without the fault and knowledge of the seller,
a contract of sale. same remedy sa taas.

EXCEPTIONS: Relative incapacity Option 2, available lang kapag divisible

yung object. Pag hindi, tapos tinanong ka kung
OBLICON RECAP
ano recourse or remedy ni Buyer, sabihin mo
Relative incapacity- certain persons under certain rescind the contract.
circumstances are prohibited by the provision of law to enter
into certain contracts

Art. 1490. OBLIGATIONS OF THE VENDOR

a. Husband and Wife 1. Transfer ownership
Art. 1491. 2. Deliver the thing
b. Guardians, 3. Take care of the thing with the diligence of a
good father of a family
c. Agents,
4. Deliver accessions and accessories
d. Executors, and Administrators,
OBLICON RECAP
e. Public officers and employees
Text mo na lang si Sir Dabby, pag nakalimutan mo
f. Justices, judges,prosecuting attorneys, na.
clerks of courts

g. Any other person disqualified by law

KINDS OF DELIVERY
(Aliens/ Foreigners)

REASON: Undue influence is contemplated. 1. Actual/ Real

OBLICON RECAP Art. 1497. The ownership of the thing sold

is placed in the control and possession of the
Minority, Prodigality, Insanity, State of being deaf-mute, Civil
buyer.
interdiction are ABSOLUTE INCAPACITY.

BUT Sale by minors are Valid but voidable and may be 2. Legal/ Constructive
annulled by a proper action in court.
 Art. 1498. Delivery is made through
execution of a public instrument.

3. Traditio Symbolica

Delivery by symbols such as keys.

3. Long hand delivery

Art 1499. Vendor merely points to the

thing sold.

4. Short hand delivery

Art. 1499. The thing is already in the

possession of the Buyer even before there was
a perfected contract of sale.

Example: A is a lessee of B’s house and lot, B

sold the house and lot to A. Bago pa nagkaroon
ng bentahan, Si A ay may possession na over sa
property, ang idedeliver na lang ni B ay iyong
ownership.

5. Constitutum possessorium

Art. 1500. The delivery consists in the

ownership of the Seller to the thing already
sold in his another capacity.

Example: A is a former owner and now, a tenant

in B’s house for rent. A is a continuous owner in
the sense na nasa kanya yung possession ng
property as a tenant. Dito, si dating owner, hawak
pa rin yung property dahil sa capacity bilang
either tenant, pledge, guarantor etc.

De Leon, Law On Sales, Agency, and Credit

Transactions (2016)
San Beda University, Memory Aid on Civil
Law (2017)

SNMC.