ESSENTIAL REQUISITES OF A CONTRACT OF SALE

The rules of law governing contracts in general are applica- ble to sales.

Like every contract, “sale” has the following requi-sites or elements:

(1) Consent or meeting of the minds.

 — This refers to the consent on the part of the seller to transfer and deliver
and on the part of the buyer to pay. (see Art. 1475.) The parties must have
legal capacity to give consent and to obligate themselves. (Arts.1489,
1490, 1491.) The essence of consent is the conformity of the parties on the
terms of the contract, the acceptance by one of the offer made by the other.
The contract to sell is a bilateral contract.Where there is merely an offer
by one party without the acceptance of the other, there is no consent.
(Salonga vs. Farrales, 105SCRA 359 [1981].) The acceptance of payment
by a party is an indication of his consent to a contract of sale, thereby
precluding him from rejecting its binding effect. (Clarin vs. Rulova, 127
SCRA512 [1984].)

There may, however, be a sale against the will of the owner in case of

expropriation (see Art. 1488.) and the three different kinds of sale under the
law, namely: an ordinary execution sale (seeRules of Court, Rule 39,
Sec. 15.), judicial foreclosure sale
.,Rule 68.), and extra-judicial foreclosure sale. (Act No. 3135,as
amended.) A different set of law applies to each class of sale mentioned.
(see Fiestan vs. Court of Appeals, 185 SCRA 751[1990].)

The sale of conjugal property requires the consent of both thehusband and
the wife. The absence of the consent of one rendersthe sale null and void
(see Art. 124, Family Code.) while the vitia-tion thereof (see Art. 1390.)
makes it merely voidable.

2) Object or subject matter. — This refers to the

determinate thing which is the object of the contract. (Art. 1460.) The thing
must be determinate or at least capable of being made determinate
becauseif the seller and the buyer differ in regard to the thing sold, thereis
no meeting of the minds; therefore, there is no sale. The subjectmatter may
be personal or real property. The terms used in the law are “thing” “article”
“goods” “personal property” “property” “movable property” “real estate”
“immovable” “immovable property” and “real property.” (Art. 1607.)

A buyer can only claim right of ownership over the object of the deed of
sale and nothing else. Where the parcel of land described in the transfer
certificate of title is not in its entirety the parcel sold, the court may decree
that the certificate of title be cancelled and a correct one be issued in favor
of the buyer, without having to require the seller to execute in favor of the
buyer an instrument to effect the sale and transfer of the property to the
true owner. The sale of credits and other incorporeal rights is covered
byArticles 1624 to 1635; and

(3) Cause or consideration. —

This refers to the “price certainin money or its equivalent” (Art. 1458.) such
as a check or a promissory note, which is the consideration for the thing
sold. It doesnot include goods or merchandise although they have their
own value in money. (see Arts. 1468, 1638.) However, the words “its
equivalent” have been interpreted to mean that payment need not be in
money, so that there can be a sale where the thing given as token of
payment has “been assessed and evaluated and [its] price equivalent in
terms of money [has] been determined.”

The price must be real, not fictitious; otherwise, the sale is void although
the transaction may be shown to have been in reality a donation or
some other contract. (Art. 1471.) A seller cannot render invalid a perfected
contract of sale by merely contradicting the buyer’s allegation regarding the
price and subsequently raisingthe lack of agreement as to the price. 

The absence of any of the above essential elements negatesthe existence

of a perfected contract of sale. Sale, being a consensual contract (see Art.
1475.), he who alleges it must show its ex-istence by competent proof.
(Dizon vs. Court of Appeals, 302SCRA 288 [1999].)

NATURAL AND ACCIDENTAL ELEMENTS.

The above are the essential elements of a contract of sale or those without
which no sale can validly exist. They are to be dis-tinguished from:

1) Natural elements
 or those which are deemed to exist in cer-tain contracts, in the absence of
any contrary stipulations, likewarranty against eviction (Art. 1548.) or
hidden defects (Art.1561.); and

2) Accidental elements
 or those which may be present or ab-sent depending on the stipulations of
the parties, like conditions,interest, penalty, time or place of payment, etc.

Condition is a future and unceratin event, upon the happening of which, the
effectivity or extinguishment of an obligation (or right) subject to it depends