Sales

general provision
1. definition
2. essential requisites
a. Consent of contracting
parties
b. Object certain which is the
subject matter of the contract
c. cause of the obligation
which is established
3. Perfection
a. Offer
b. Option contracts
c. right of first refusal
d. Mutual promise to buy and
sell
4. contract of sale distinguish
a. Donation
b. Barter
c. contract for a piece of work
d. Dacion en pago
e. agency to sell
f. Lease
Parties
1. capacity of parties
a. kinds of incapacity
i. absolute incapacity
1. Minors
2. insane or demented
3. deaf mutes who do not know how to write
4. civil interdiction
5. judicially declared incompetent
a. Prodigal
b. Imbeciles
c. absence and presence of death
d. not of unsound mind but by reason of age disease weak
mind and other similar causes cannot take care of
themselves and manage their property without outside aid
ii. relative incapacity
1. husband and wife XPN
a. separation of property in marriage settlement
b. judicial separation of property
2. Alienage XPN
a. acquisition is through hereditary succession
3. trusteeship
iii. special disqualifications
1. Agents
2. Guardian
3. executor and administrator
4. public officers and employees
5. Lawyers XPN
a. judgment become final
b. contingency fee arrangement
6. justices judges prosecuting attorney clerks and other officers
connected with the administration of justice
7. other specially disqualified by law
a. unpaid salaries with goods and transit from buying the
good
b. officer conducting the execution of sale of deputies
 c. aliens who are disqualified to purchase private
agricultural lands
2. effects of incapacity
a. absolute incapacity
b. relative incapacity
c. specific incapacity

obligations of the vendor

1. to transfer ownership of the thing
a. when seller is not the owner
b. Sale by person having a voidable title
c. manner of transfer
d. concept of delivery
e. When delivery does not transfer title
f. kinds of delivery
i. Constructive delivery
ii. symbolic delivery
iii. traditio longa manu
iv. traditio brevi manu
v. traditio constitutum possessorium
vi. quasi traditio
vii. delivery to a common carrier
g. double sales
h. property registration decree
i. Requisites for registration of deed of sale in good faith
1. purchaser in good faith
2. accompanied by vendors duplicate certificate certificate of title
payment of capital gains tax and documentary tax registration fees
i. risk of loss
2. to deliver the same with its success accessions and accessories
3. to take care of the saying pending delivery with proper diligence
4. to pay for the expenses of the deed of sale

Obligation of the vendee

1. Inspection and acceptance
a. inspection or buyer right to examine
b. delivery of goods in installments
2. obligation to pay the price
a. Obligation to pay interest
b. right of vendee to suspend payment of price
3. obligation to bear the expenses for the execution and registration of the sale and putting
the goods in a deliverable state if so stipulated

Transfer of ownership
1. when the seller is not the owner
2. Sale by person having a voidable title
3. The manner of transfer
4. concept of delivery
5. when delivery does not transfer title
a. Actual delivery
b. execution of public instrument
c. symbolic delivery
d. Traditio brevi mano
e. Traditio constitutum possessorium
f. quasi traditio
g. delivery to a common carrier
6. double sale
7. property registration decree
 a. purchaser in good faith
b. accompanied by vendors duplicate certificate of title payment of capital gains tax
and documentary tax registration fee

Risk of loss
1. Res Perit Domino
2. Prior to perfection of contract
3. a time of perfection
4. after perfection but before delivery
5. after delivery

Documents of Title
1. In general
2. kinds of documents of title

Warranties
1. express warranties
2. implied warranties
a. Implied warranty against encumbrance or non-apparent servitudes
b. implied warranty against hidden defects
i. implied warranty as to merchantable quality and fitness of goods
ii. implied warranty against redhibitory defect in the sale of animals
iii. quality and fitness of goods in sale by sample or description
3. effect of warranty
4. effect of waivers
5. buyer's option in case of breach of warranty
6. warranty in sale of consumer goods

breach of contract
1. remedies of the seller
a. Sale of goods
b. special remedies of the unpaid seller
c. recto law sale of movables on installment
d. sale of immovable
e. maceda law sale of immovable on installment
2. remedies of the buyer
a. sale of movable
b. sale of immovable

performance of the contract

1. delivery of the thing sold
a. in general
b. sales of goods or movables
c. sale of immovables
d. Inspection and acceptance
i. Payment of price
2. sales of goods or movables
3. sale of immovable
4. inspection and acceptance

extinguishment of sales
1. Causes
a. Payment/performance
b. Prescription
c. Loss of thing due
d. Annulment
e. Novation
f. Condonation/remission
g. Confusion/merger
 h. Compensation
i. Rescission
j. Resolutory condition fulfilled
k. Redemption
2. conventional redemption or pacto de retro sale
a. Definition
b. Period
c. By whom exercised
d. From whom to redeem
e. How exercised
f. Effect of redemption
g. Effect of non-redemption
h. Right to redeem vs. option to purchase
3. equitable mortgage
a. Presumption that a contract is an equitable mortgage
b. Requisites for presumption of an equitable mortgage
c. Rationale behind provision on equitable mortgage
d. Remedies of apparent vendor
e. Period of redemption
f. Exercise of the right to redeem
g. How redemption is exercised
4. legal redemption
a. Definition
b. Manner
c. Period to redeem
d. Instances of legal Redemption
e. Redemption by adjoining landowners of rural land
f. Redemption by adjoining land owners of urban land
g. Redemption of credit
h. Under the public land act
i. Redemption in foreclosure and execution sales
j. Under the agrarian land reform code