TOPIC
1. Concept and Definition of a Contract of Sale (Art. 1458; Art. 712)
2. Characteristics of a Consensual
Contract of Sale
3. Essential Requisites of a
Contract of Sale (Art. 1318)
DISCUSSION
Art. 1458: By the contract of sale one of the contracting parties obligates himself to transfer the
ownership of and to deliver a determinate thing, and the other to pay therefor a price certain in money
or its equivalent.
A contract of sale may be absolute or conditional.
Art. 712. Ownership is acquired by occupation and by intellectual creation.
Ownership and other real rights over property are acquired and transmitted by law, by donation, by
estate and intestate succession, and in consequence of certain contracts, by tradition.
The sale is perfected the moment there is a meeting of minds upon the thing which is the object of the
contract and upon the price. (Art. 1475)
Bilateral/Reciprocal Both contracting parties are bound to fulfill correlative obligations towards each other - the seller, to
deliver and transfer ownership of the thing sold, and the buyer, to pay the price.
Since the contract of sale is a bilateral contract:
a. Neither party incurs in delay if the other does not comply or is not ready to comply in a proper
manner with what is incumbent upon him (Art. 1169); and
b. A party’s power to rescind is implied if the other party does not perform his obligations. (Art. 1191)
Onerous The thing sold is conveyed in consideration of the price and vice versa.
Commutative The thing sold is considered the equivalent of the price paid and viceversa.
Nominate It is given a special name or designation in the Civil Code, namely, “sale.”
Principal Its existence and validity does not depend upon another contract.
a. Consent In General (Arts. 1318-1326) Essential Elements of a Contract:
1. Consent of the contracting parties
2. Object certain which is the subject matter of the contract
3. Cause of the obligation which is established
Special Contract:
1. As regards to to form
2. As regards to subject matter
3. As regards to consideration or cause
Natural Elements - those presumed to exist in certain contracts unless contrary is expressly stipulated
by the parties
 Accidental Elements - the particular stipulations, clauses, terms, or conditions established by the parties
in their contract.

Offer (Arts. 1319, 1321-6)

Acceptance (Arts. 1319-1320)
b. Object (See Part 6: Object of a Contract of Sale)
c. Cause or Consideration General Requirements as to
(Arts. 1350-1355; See Price
Part 8: Price)
Lack of Cause or
Consideration (Arts. 1354,
1409(3)
4. Stages of a Contract of a. Negotiation
Sale b. Perfection (Art. 1475-5, 1482, 1488)
c. Consummation
5. Kinds of Contracts of a. Absolute v. Conditional
Sale b. Contract of Sale v. Contract to Sell v. Conditional Sale
(Art. 1545) v. Option Contract (Art. 1479)
c.Sale Distinguished i.Agency to Sell (Art. 1466,
from Other Contracts 1868)
ii.Contract for a Piece of Work
(Art. 1467, 1713)
iii.Barter or Exchange (Art.
1638-1641, 1713)
iv.Dation in Payment (Dacion
en Pago) (Art. 1245)
v.Donation (Arts. 725, 1471)
vi.Lease (Art. 1643)
vii.Equitable Mortgage (Arts.
1602-1605)
6. Object of a Contract of a. Classification of i. Based on Mobility (Arts.
Sale Property 414-417)
ii. Based on Ownership (Arts.
419-422)
iii. Based on Existence
 (present or future)
b. General Requirements i.Thing must be Determinate
(Arts. 1318(2), 1349, 1409(6),
1458, 1460)
ii.Thing must be Licit (Arts.
1459, 1409(1))
iii.Thing must be Within the
Commerce of Man (Arts.
1347, 1409(4))
iv.Things must not be
Impossible (Art. 1348)
v.Thing must Exist or must
have a Potential Existence
(Arts. 1347, 1409(3), 1461,
1462)
c.Types of Things That i.Existing Goods (Art. 1462)
May be Sold (Arts. 1347, ii.Future Goods (Art. 1462)
1461, 1462; but note Art. iii.Things Having a Potential
1409(3) Existence (Art. 1461)

1. Hope or Expectancy

2. Emptio rei speretai v.

Emptio Spei (concept and
differences)
d.Sale of Specific Things i.Things in Litigation (Arts.
1381(4), 1385)
ii.Undivided Interest in a
Thing (Arts. 1463, 493)
iii.Undivided Share of a
Specific Mass (Art. 1464)
Things Subject to a Resolutory
Condition (Art. 1465)
e.Requirement: Seller must have the right to transfer
ownership at the time of delivery (Art. 1459)
7.Parties to a Contract of a.General Rule (Arts. 37-39, 46, 1489)
Sale b.Special Rules for i.Minors (Arts. 1327, 1390,
Specific Sellers/Buyers: 1399, 1403(3); Family Code,
 Art. 194)
ii.Old age and Sickness (Art.
24)
iii.Husband and Wife (Arts.
1409, 1490, 1492; Family
Code, Arts. 96, 124)
iv.Persons Disqualified to Buy
Specific Properties (Arts.
1409, 1491, 1492)

1. Guardians (Rules of
Court, Rule 96, Sec. 1; Rule
92, Sec. 1)

2. Agents (Civil Code, Art.

1868)

3. Executors and
Administrators (Art. 1058;
Rules of Court, Rule 78, Secs.
4 and 6)

4. Public Officers and

Employees (Administrative
Code, Sec. 2(14), (15))

5. Judges

6. Lawyers

7. Other Persons (i.e. foreign

citizens, etc.)

8.Price (Arts. 1350-1355) a.General Requirements i.Price must be certain

as to Price ii.Price must be real
iii.Price must be pecuniary
iv.Price must be licit or lawful
b.Price Certain (Arts. i.When price certain (Art.

9.Formalities of a Contract
of Sale
1458, 1469, 1472-4) 1469, 1472-3)
ii.Effect when price not
certain (Art. 1474)
c.Lack of Cause or i.When there is lack of cause
Consideration (Arts. or consideration
1354, 1409(3)) ii.Effect of lack of cause or
consideration
d.Inadequacy of the Price i.When price is inadequate
(Arts. 1355, 1381(1), ii.Effect of inadequate price
1470)
1. On voluntary sales
2. On involuntary sales
e.Simulated Price i.When is a contract simulated
(Arts. 1345-6)
ii.Effect of a simulated
contract
iii.When is the price simulated
(Art. 1471)
iv.Effect of simulated price
f.False Price i.When is the price false
ii.Effect of a false price
g.Lawful Price i.When is the price
lawful/unlawful
ii.Effect when the price is
unlawful (Arts. 1409(1), 1417)
a.In General (Arts. 1356, 1483)
b.Form Required for Enforceability: Statute of Frauds
(Arts. 1403, 1405, 1406)
c.Form Required for i.Sale of a piece of land or any
Validity (Art. 1356) interest therein made through
an agent (Art. 1874)
d.Form Required for Convenience of the Parties (Art.
1358)