DR.

VICENTE ORESTES ROMUALDEZ EDUCATIONAL FOUNDATION

Calanipawan, Tacloban City
COLLEGE OF LAW

COURSE SYLLABUS

COURSE DESCRIPTIVE TITLE : LAW ON SALES

COURSE NUMBER : LAW 212
COURSE CREDIT : 2 UNITS
PROFESSOR : Atty. Ma. Rowena F. Goc-ong, JD, CPA, REB

GENERAL OBJECTIVE : To provide the students with the basic knowledge

on the law and principles governing Sales particularly Article 1458 to 1637 of the Civil Code
of the Philippines and other related laws and jurisprudence. The course also aims to orient
the students in the proper interpretation of the legal provisions and to show their practical
application in specific situations including actual cases decided by the Supreme Court.

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COURSE OUTLINE

I. Nature and Form of the Contract of Sales

1. Concept & Characteristics of Contract of Sales
2. Sources of our law on Sales
3. Essential Requisites of Contract of Sale
4. Kinds of Contract of Sales
5. Contract of Sales vs. Contract to Sell
6. Contract of Sales vs. Conditional Sale
7. Requisites concerning object of Sale
8. “Emptio rei speratae” vs. “Emptio Spei”
9. Sale of Undivided Interest in a Thing
10. Sale of an Undivided Share in a Specific Mass
11. Contract of Sale vs. Agency to Sell
12. Contract of Sale vs. Contract for a Piece of Work
13. Contract of Sale vs. Barter vs Lease vs Dacio en Pago
14. When Price considered Certain
15. Effects of : a. Gross inadequacy of Price; b. Simulation of Price
16. Concept of Reasonable Price
17. Rules Governing Auction Sales
18. Concept of Unaccepted Unilateral Promise
19. Nature of Option Contract
20. Option Money vs. Earnest Money
21. Risk of Loss or Deterioration
22. Sale of Goods by Description and/or by Sample
23. Form of Contract of Sale ( Statute of Frauds)
24. RA 8792 “Electronic Commerce Act”
25. Rules on Sale of Personal Property by Installment(Remedies of Vendor)
26. “Recto Law” (Ra 4122 and Art. 1484) vis-a-vis “Maceda Law”(Ra 6552)
27. Contract of Lease deemed Sale by Installment(Lease with Option to Buy)
28. Forfeiture of Installments or Rents Paid
29. Expenses for Execution and Registration
30. Expropriation of Property for Public Use
II. Capacity to Buy or Sell

1. Persons who may enter into Contract of Sale,; Kinds of Incapacity

2. Relative Incapacity of Husband and Wife
3. Incapacity by Relation to Property(Relative Incapacity of Other Persons)
4. Effect of Sale in Violation of Prohibition
5. Prohibition vis-a-vis Sales in Legal Redemption, compromise.

III. Effects of the Contract When the Thing Sold Had Been Lost

1. Effect of Loss: a) Before Perfection of Sale

b) At the Time of Sale
c) Specific Goods
2. Loss or Deterioration : Partial vs Total

IV. Obligations of the Vendor

A. Basic Principles
1. Principal Obligations of the Vendor
2. Ways of Effecting Delivery

B. Delivery of Thing Sold

1. Actual vs. Constructive Delivery

2. Concept of “Tradition” or Delivery
3. Execution of Public Instrument
4. Symbolic Tradition
5. “Traditio Longa Manu” , “Traditio Brevi Manu”, “Tradition Constitutum
Possessorium”, “Quasi- Tradition”
6. Rules on : Contract of Sale or Return vs Sale on Trial or Approval
7. Rules When Seller May Reserve His Right of Possession or Ownership in
Documents of Title
8. Risk of Loss : Principle of “ Res Perit Domino”
9. Rule on Risk of Loss by Fortuitous Events : After Perfection but Before Delivery
10. Effect of Sale by Seller with No Title, Sale of One with Voidable Title
11. Definition, Concept and Form of a Document of Title(either Negotiable or Non-
negotiable)
12. Rules on Negotiation of Negotiable Document of Title: a. By Delivery; b: by
Indorsement
13. Rules on Non-Negotiable Document of Title
14. Warranties of Person who negotiate a Negotiable Document of Title
15. Remedies of Creditor
16. Rules on Delivery of Goods
17. Rules on Wrong Delivery by Seller
18. Rules on various Deliveries ( Delivery to Bailee)
19. Meaning of an Unpaid Seller; Concept of Tender of Payment; Remedies/Rights
of an Unpaid Seller: Seller's Possessory Lien; “Stoppage in Transitu”, Right of
Resale; Right of Rescission
20. When Goods deemed in Transit
21. Vendee's Right to Accessions and Accessories
22. Rules on Loss, Deterioration and Improvement of Thing
23. Sale of Real Property(Area delivered greater than that stated in contract; Sale by
Lump Sum; Rule on Judicial sale, Prescriptive Period for Filing of Action)
24. Concept and Rules on Double Sale (Personal Property & Real Property)
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CUT OFF FOR MIDTERMS
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C. Conditions and Warranties

1. Meaning of : a. Condition b. Warranty(Express or Implied)

2. Effect of Non-fulfillment of Condition
3. Warranty in Case of Eviction
a. Waiver of Eviction
b.“Waiver Consciente” and “Waiver Intencionada”
c.Rights and Liabilities in Case of Eviction
4. Warranty against Hidden Defects or Encumbrances Upon the Thing Sold
a. Rules on Implied Warranties of Quality
b. Warranty of Mechantability vs. Warranty of Fitness
c. Responsibility of Vendor for Hidden Defects
d. Doctrine of “ Caveat Venditor” and “caveat emptor”
e. “Accion Redhibitoria” “Accion Quanti Minoris”
f. Warranty on Judicial Sale
g. Rules on Prescriptive Period for Actions for Hidden Defects
h. Rules on sale of animals
I. Prescriptive Period for Redhibitory Action

V. Obligations of the Vendee

1. Principal Obligations of a Vendee

2. Rules on Delivery in Installment
3. Vendee's Right to Examine the Goods
4. Definition of Acceptance: Kinds of Acceptance
5. Vendee's Refusal to Accept
6. Right of Vendee to Suspend Payment
7. Reasonable Grounds for Loss of Immovables : Remedies
8. Right of Rescission in Sale of Immovable Property
9. Right of Rescission in Sale of Movable Property\

VI. Actions for Breach of Contract of Sale of Goods

1. Various Actions Available (for the Vendor and for the Vendee)
2. Action for Price Against the Vendee
3. Action for Damages for Non-Acceptance by the Vendee
4. Notice of Remission Before Delivery
5. Rules Available to the Buyer for Seller's Breach of Warranty

VII. Extinguishment of Sale

A. Causes for Extinguishment of Sale

B. Conventional Redemption
1. Definition and Nature of Conventional Redemption
2. Equitable Mortgage vis-a-vis “Pacto de Retro” Sale
3. Duration of a Pacto de Retro Sale; Period to Exercise Right of
 Redemption
4. Judicial Order: Consolidation of Ownership
5. Nature of Right to Redeem
6. Rights Acquired by Vendee a Retro
7. Effect of Redemption by Co-Owner
8. Rules on Fruits of Immovable subject to Redemption
9. Right of Vendor a Retro: Recover Thing Free from Charges

C. Legal Redemption

1. Definition and Nature of Legal Redemption

2. Rules on Legal Redemption by Co-Owners
3. Rules on Legal Redemption of Rural Lands
4. Rules on Legal Redemption of Urban Lands
5. Right of Pre-Emption vs. Right of Redemption

VIII. Assignment of Credits and Other Incorporeal Rights

1. Definition of Assignment of Credit

2. Binding Effect of Assignment
3. Warranties of the Assignor of Credit
4. Duration of Assignor's Liability : Debtor's Insolvency
5. Sale of Successional Rights
6. Warranty for Legitimacy of Whole Inheritance
7. Sale or Assignment to a Co-Heir or Co-Owner

IX. Other Specials Law Relative Sales

 The Bulk Sales Law ( Act No. 3952, as amended)

 The Subdivision and Condominium Buyer's Protective Degree (P.D. 957 as
amended by P.D. 1216 and Act No. 1344)
 Realty Installment Buyer Protection Act (RA 6552)
 Anti-Fencing Law (P.D. 1612) (Provisions in Relation to Sales)
 Consumer Act of the Philippines ( RA 7394)

GRADING SYSTEM:

Quizzes, Recitations and Assignments - 25%

Prelims - 10%
Midterms - 20%
Semi-Finals - 10%
Finals - 25%
Attendance and Class Participation - 10%

Required Textbook:
Comments and Cases on Sales and Lease by Hector de Leon

Other Relevant References:

Civil Code of the Philippines by Paras ( Book V)
Supreme Court Decisions (Case Digests re: Sales)
Other Special Laws ( as indicated above)