TUNAY, ROSAN MAY A.

BA II- B

MODULE ACTIVITIES

CHAPTER V: OBLIGATIONS OF THE VENDEE

I. Define or give the meaning of the following: 

1. Acceptance of goods is assent to become the owner of the specific goods when

delivery of them is offered to the buyer (Article 1584)

2. Wrongful refusal of buyer to accept – The buyer’s refusal to accept the goods is

without just cause (Article 1588) while under Article 1587,the refusal is with a

right to do so.

As a general rule, the delivery of the goods to a carrier is deemed to be a

delivery of the goods to the buyer. (Article 1523, par. 1) This is true even if the

buyer refuses to accept the goods in case his refusal is without just cause. The

title passes to the buyer and, therefore, the risk of loss is borne by him. (Article

1504) from the moment they are placed at his disposal. (Article 1588) In those

cases where the right of the buyer to inspect goods at the time of delivery is a

condition precedent to transfer of ownership (Article 1584), par. 1), the ownership

passes by operation of law after such inspection.

a. If refusal to accept delivery is justified (such as when the quantity is not

complete or the goods being delivered are different from that stipulated). The

buyer has no duty to return goods to the seller unless otherwise agreed (Article

1587); Title to the goods does not pass on to him (Article 1588); He shall not

obliged to pay the price; And if he constitutes himself as depository of the goods,

he shall be liable as such (Article 1537)

It is sufficient that the buyer notifies the seller that he refuses to accept the

goods (Article 1587) so that the seller can take action on them.

b. If refusal to accept delivery is not justified, title to the goods passes to the

buyer from the moment the goods are placed at his disposal (Article 1588)

except when there is a stipulation and when the seller has reserved the

ownership of the goods as a security for the payment of the price (Articles 1523

and 1503); He shall be obliged to pay the price.

II. Discuss the following: 

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

When the buyer, after delivery of goods, does any act inconsistent with the

seller’s ownership, as when he sells or attempts to sell the goods, or he uses or

makes alteration in them in a moment proper only for an owner; or when the

buyer, after the lapse of a reasonable time, retains the goods without intimating

his rejection. Thus, the failure of the buyer to interpose any objection to the

invoices issued to it, to evidence delivery of the materials ordered as per

agreement with the seller and which contained the conditions in question, should

be deemed as an implied acceptance by the buyer of the said conditions.

 2. Give the cases when the vendee is given the right to suspend payment of

the purchase price.

a. If he is disturbed in the possession or ownership of the thing bought.

Thus, the buyer may suspend payment if a complaint for eviction was

brought against him.

b. If he has a well-grounded fear that his possession or ownership would be

disturbed by a vindicatory action or foreclosure of mortgage.

Thus, the buyer may suspend payment if he receives a demand leter

which threatens the filing of a complaint for the recovery of the thing sold

or for foreclosure of the mortgage constituted on the thing.

III. Explain or state briefly the rule or reason for your answer. 

1. 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 canceled. 

a. May S refuse to accept payment from B after 30 days on the ground that 

the sale is already rescinded?

No, S may still accept payment from B after 30 days on the ground that

the sale is already rescinded as Article 1592 stated the buyer may pay even after

the expiration of the period as long as no demand for rescission has been made

upon him either judicially or by notarial act.

b. Suppose the property sold is movable. Will your answer be the same?
 No, I would not answer the same because rescission of the sale of a

movable shall of right take place in the interest of the seller, at his option, if at the

time fixed for the delivery of the thing, the buyer does not appear to receive the

thing, or having appeared, does not pay the price, unless a longer period is

stipulated for its payment. (Article 1593)

2. S sold a 3-door apartment to B who paid the purchase price only after one (1)

year from the date agreed upon. Is B liable to pay S interest which was not

stipulated by them? 
CHAPTER VI: ACTIONS FOR BREACH OF CONTRACT OF SALEOF GOODS

I. Define or give the meaning of the following: 

1. Goods include all chattels personal but not things in action or money of lega;l

tender in the Philippines. The term includes growing fruits or crops.

2. Recoupment is that the seller’s damages are cut down to an amount which will

compensate him for the value of what he has given.

II. Discuss the following: 

1. In general, what actions are available to the buyer in case of breach of warranty

be the seller of goods?

2. When is the buyer not given the right to rescind although the seller committed a 

breach of warranty?

3. Give three (3) situations where the seller is given the right to bring an action

for damages against the buyer.

4. Give two (2) situations where the seller of specific goods is given the right to

be paid notwithstanding that delivery to the buyer has not been effected. 

III. Explain or state briefly the rule or reason for your answer. 

1. S agreed to sell and delivery to B specific goods. B refused to accept the goods

on the date designated. S was so infuriated that he was hospitalized for a mild

stroke. May S hold B liable for his hospitalization expense? Why or why not?
2. Same example. The goods are not of the quality warranted by S. S informed B

to delivery the goods at a reduced price. B communicated his acceptance. May B

rescind the sale and require S to just pay damages?