Shiori B. Bano Ms.

Jamie
Sigua

BSA-III BL3

1. Explain sales and its elements.

Sale occurs when a person who is selling a product or called a
“Seller” has to transfer the ownership and to deliver the specific thing that
he sells to the buyer which in return pays the price of the product delivered
to him. There are three elements of sale which are the essential elements,
natural elements, and the accidental elements. Under the essential
elements there is a consent, an object or subject matter, and the cause or
consideration. A consent occurs between the seller and the buyer which
they agreed to do their obligations as seller and buyer. When a couple sell
their conjugal property, both husband and wife should have a consent.
Without the consent of one of the parties, the contract will be null and void.
Object or subject matter is the determinate thing that the seller is willing to
sell to the buyer. It should specify the object to be delivered to avoid
confusion of the parties. There is no sale without the meeting of the minds
between the parties. The last under the essential elements was the cause
or consideration, this is the value of the thing or it’s price in money. To be
a valid contract, the price should be reasonable to the thing or it should be
real, or else it is void. Natural elements from the word “natural” these
elements are no need to be in the contract because it’s nature in the
contract or already considered in the contract. Natural elements are
warranty against eviction, which was a implied to the seller that he/she will
directly sell it to the buyer, and warranty against hidden defects and
encumbrances, implied also to the seller to be responsible to it’s product
when it has hidden defects. Accidental elements are those which can be
included and excluded based on the agreement of the parties. Example of
this are the conditions, interest, penalty, time, or place of payment.

2. Identify & explain the characteristics & kinds of sale.

The characteristics of sale are consensual, nominate & principal,

bilateral & reciprocal, onerous, commutative. Consensual is when the
seller and the buyer have a meeting of minds or agreement regarding the
thing to be delivered corresponding to its price. The contract is perfected
upon the meeting of the minds of the parties. When a contract of sale has
the force of law between the contracting parties and they are required to
 follow it in good faith conforming to their agreement in the contract is the
state of the contract that it is consensual in manner. Sale, being nominate
in nature, is because it’s nature and consequences is administered by a
set of rules in the Civil Code, obliquely referred as “Law on Sales”. It is
also a principal contract because it is independent from other contract by
its validity or origin. Bilateral because it executes duties between the
parties to the contract, and it is reciprocal in the way that each party is a
debtor and a creditor of the other. It is onerous because it involves an
amount of effort and difficulty that is oppressively burdensome. And lastly,
sale is commutative because the object of value is traded for equivalent
value. However, when there is no obligation that the price should be exact
and its only requirement was that the seller should consider what was
received was the commutative value of what he gave.

3. Distinguish Contract of Sale vs. Contract to Sell and Agency to Sell/Buy.

In a contract of sale, when the seller delivers the determinate sold to the
buyer, then transfer of ownership occurs and passes to the buyer. But in
contract to sell, the payment in full regarding the value of the thing is the
basis of transfer of ownership to be pass to the buyer. Exact fulfillment
and rescind of the contract are the choices of remedies to be choose by
the seller when non-payment of the price occurs in contract of sale. While
in contract to sell, non-payment will not result to breach but instead the
title of the thing will not be passed to the buyer. Fulfillment of suspensive
condition makes the contract of sale perfected, but in contract to sell
ownership will not automatically transfer to the buyer even the property
may have been previously delivered to him. In the effect of sale of the
subject property to third persons under the contract of sale, the second
buyer can’t win over the title of first buyer when the second has the
knowledge about the defect in the seller’s title which making him in bad
faith. Whereas in contract to sell, when the third person buys the property
regardless of fulfilment of the suspensive condition is a buyer in good faith
and the first buyer cannot pursue the reconveyance of property. As to
reservation of title to the subject property, both the contract of sale and
contract to sell the seller may reserve the title to the subject property while
waiting for fulfilment of the suspensive condition. Contract of sale differs to
agency to sell in terms of buyer receiving goods which under contract of
sale, buyer receives the goods as owner while in agency to sell, agent
receives the goods which was still under the ownership of the principal.
Money is paid by the buyer in contract of sale but in the agency, the agent
brings the price which in turn he got from his buyer. In the contract of sale,
buyer can’t return the thing sold to him while in agency to sell the agent
 can bring back the goods when he/she didn’t sell it to the third person.
Seller gives warranty to the object the he/she sold in contract of sale but in
agency to sell doesn’t warrant for which he shoulders personal obligation
providing he acts under his authority and in the name of the seller.

4. Distinguish Contract of Sale vs. Piece of Work, Barter and Dacion en Pago.

In contract of sale, it mass produces its product for universality. In piece of

work, product is based on the party who desires to buy it. Contract of sale
is within the Statute of Frauds while in piece of work, it’s not within the
Statute of Frauds. In order to distinguish contract of sale from piece of
work, it the products are ordered are within the ordinary course of
business it is a contract of sale. But if it is made specially for the customer
and within his special order, it is a piece of work. The element exist in in
sale but not in the barter which is the price in money or its equivalent. But
if it’s party money and object, the money should be exact or higher than
the value of object to be determine as contract of sale, nevertheless it’s a
barter. Contract of sale doesn’t have a preexisting credit wile dacion en
pago has. Obligations are formed within the contract of sale but in Dacion,
obligations are extinguished. Consideration on the seller’s side is the price
and purchase of the object is on the buyer’s side in contract of sale. While
in Dacion en pago, consideration of the debtor is the payment of the debt
on the part of the creditor, and purchase of the object offered in lieu of the
original credit. In contract of sale, deciding the price has power of freedom
but not in Dacion en pago. Buyer still has to pay the price in contract of
sale while in Dacion en pago, the payment is established by the debtor
upon the contract is perfected.