Note: It is important to know that a sale is the obligation to give because being such, a breach of

it can have the remedy of (a) specific performance and (b) rescission. An obligation “to do”
cannot be subject to specific performance, ONLY rescission. Because specific performance in “to
do” may amount to involuntary servitude, which is prohibited in the Constitution.
V. Characteristics of a K of Sale (it is enough that these characteristics exist at perfection)

1. Nominate and Principal

 Nominate means it has a particular name by law and governed by specific provision (Title on
Sale)
 Title given to a K is not significant; rather it’s the substance which is.
 Although a K of sale may be attached to another K, the test of being a principal is whether it
can stand on its own and does not depend on another K for its validity or existence.
2. Consensual
 This is a very important characteristic. Every K has two lives, perfection and consummation.
What perfects a K of sale is mere consent or meeting of the minds. Performance (e.g. paying the
price or delivering the subject matter) goes into the consummation and is totally irrelevant to
perfection.
 As distinguished from:
1. Solemn K – which requires not only consent, but also a particular form of the K
2. Real K – which requires not only consent, but also delivery
 Upon the perfection of a K of sale, only the 3 obligations (2 for buyer and 1 for the seller)
begin to exist. It doesn’t matter if there is no payment made yet nor transfer of ownership by
delivery