Course Title : COMLAW Professor : ATTY. JOSE T.

YAYEN
Section : BA 46
Chapters V and VI
Learning Module No. 2
OBLIGATIONS OF THE VENDEE and
ACTIONS FOR BREACH OF CONTRACT OF SALE OF GOODS

I. Introduction / Overview
This learning activity shall focus on OBLIGATIONS OF THE VENDEE and ACTIONS FOR BREACH OF CONTRACT OF
SALE OF GOODS. Generally there are two main obligations of the Vendee: (1) to accept delivery; (2) to pay the
price of thing. In addition to pay the expenses of the execution and registration of the sale and to put the thing or
goods in a deliverable state, if this is stipulation.

II. Learning Goals and Objectives

To explain OBLIGATIONS OF THE VENDEE and ACTIONS FOR BREACH OF CONTRACT OF SALE OF GOODS and with
the intention to find application in the ordinary events of life.

III. Lecture Notes ( please see attachment)

A) Power point attached hereto.

B) Additional matters:

1. a) RECTO LAW (ART. 1484)

In a contract of sale of personal property on instalment basis, the vendor may exercise any of the
following ALTERNATIVE remedies (1984 and 1999 Bar):
(1) Exact fulfilment of the obligation, should the vendee fail to pay;
(2) Cancel the sale, should the vendee’s failure to pay cover two or more instalments; or
(3) Foreclose the chattel mortgage.
When applicable: Sale of personal property in INSTALLMENT. The Recto law does NOT apply to a straight sale
(one time payment) or sale that is partly cash and partly term (meaning there will be initial payment with the
balance all payable once in the future).
b) MACEDA LAW (ran O. 6552)
applies to contracts of sale of real estate on instalment payments, including residential condominium
apartments. It covers Contracts to Sell (1999 and 2014 Bar)
a) Excluded Sale: The Maceda law does not apply to (1) Sale of industrial lots, (2) Sale of
commercial buildings, and (3) Sales to Agricultural Tenants, (4) Straight sale or Sale not on
instalment basis.
b) Who Cannot Invoke Maceda Law. The law cannot be invoked by the following persons: (1) The
highest bidder in the foreclosure sale- if the seller opted to foreclose the mortgage; (2) The
develop-seller or his successor (the person who steps into the shoes if the seller by buying the
project from the developer.)
Rule if the Buyer has Paid at Least Two (2) Years Installment.
a) Grace Period. The buyer earns a grace period to pay which is fixed at the rate of one month for every one
year of installment payment. In case the buyer defaults in the payment of succeeding instalments, the
buyer can pay the unpaid installment without the interest during this grace period.

(1) Limitation. This right shall be exercised by the buyer only once in every five years of the life of the
contract and its extensions, if any.
IV. Focus Questions

A. Definition: Define the following:

1. Acceptance of goods;
2. Wrongful refusal of buyer to accept;
3. Recoupment.

B. Discussion:

1) When is there implied acceptance by the vendee of the goods sold?

2) Give and explain the case when the vendee is given the right to suspend payment of the purchase
price.
3) Give and explain three situations where the seller is given the right to bring an action for damages
against the buyer.

C. PROBLEMS:

1. S agreed to sell and deliver to B specific goods. B refused to accept the good on the date
designated. S was so infuriated that he was hospitalized for a mild stroke. May S hold B liable for
his hospitalization expenses? Why?
2. S sold to B a parcel of land with the stipulation that upon failure of B to pay the price within 30
days the sale shall be deemed automatically cancelled:
a) May S refuse to accept the payment from B after the 30 days on the ground that the sale is
rescinded? Why?
b) Suppose the property sold is movable. Will your answer be the same? Why?

V. Exercises / Learning Activities

1. Problem: a) “O” owner of a copying machine, leased it to “L” at a rental of P4,000 a month for a
period of one year with option on the part of “L” to buy the copying machine at the end of the year
for P80,000 to be paid by applying the rentals, so that “L” needs only to pay P32,000. “L” failed to pay
rentals on the 4th, 5th and 6th months so that “O” terminated the lease and repossessed the copying
machine, then sued “L” for the unpaid rental of three months, or P12,000. Is “O” suit legally tenable?
Explain.
2. Case Analysis:
a) PCI Leasing v. Giraffe-X Creating Imaging, Inc. G.R. No. 142618, July 12, 2007.
b) Mortel v. KASSCO, Inc. 348 SCRA 391 (2000).

VII. Assessments / Evaluations

Long test shall follow after the given period to study the module.

VIII. Related Readings

1) Recto Law (and Maceda Law (R.A. No. 6552).

2) Langandaon v. Court of Appeals, 290 SCRA 330 (1998)