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    Untitled

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    Jeremi Bernardo

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    ‘er.cooe OF THE PHILIPPINES aan ei cn setname nar te ie ted aad ae be certain ‘COMMENT: (1) Certainty of Price of Securities -Bxenple lean sel to you today my Mont Blane fountain pen ate price eualent tothe stock quotation two days fom today of 10 shares of PLDT. (2) If Sock Market Price Cannot Be Ascertained he stock gustan pice two days later cannot really be ascertained a that time (2 days later, the sale is ine feacous Note the at clase inthe article — “provided said smart be certain” Art 1472 The fixing of the price can never be left to the discretion of one af the contracting parties. However, ifthe price fixed by one of the parties is accepted by the other, the sale is perfected. ‘COMMENT: (0) Price Cannot Be Left to One Party's Discretion Reason why pie ing cannot be eft tothe discretion of eof he: the other enuld not have consented to the price, for hed not know what it was See 10 Manresa 58). 2) Probles, 5 sil toB his piano. It was agreed that B would fx the pric a week ltr. At the appointed time B named the te ~ P00. S agreed. Ts the sale perfected? ANS. Ys fr here there q on heer here rw meting ofthe mind: 4 vi cope oF rae PumreRvES ana 1476478 Art. 1474. Where the price cannot be determined in ne- cordance with the preceding artiles, or in any other man- nner, the contract is ineficacious. However, ifthe thing oF ‘any part thereof has been delivered to and appropriated by the buyer, he must pay a reasonable price therefor. What ‘a reasonable price is a question of fact dependent on the cireumstances of each particular case, ‘COMMENT: Elect ifthe Price Cannot Be Determined (a) Ifthe price cannot really be determined, the sles void for the buyer cannot full his duty to pay (8). OF course, if the buyer has made use of it, he should not be allowed to enrich himself unjustly at another's ‘expense. So he must pay a “reasonable price" The sll ‘es price, however, must be the one paid ifthe buyer Jhnew how much th aller was charging and there was fan acceptance of the goods delivered. Here, there isan implied assent to Ue price fixed Art. 1475. The contract of sale is perfected at the mo- iment there Is a meeting of minds upon the thing which Is the object of the contract and upon the price. From that moment, the partes may reciprocally demand performance, subject to the provisions of the law governing the form of contracts. ‘COMMENT: (1) Nature of Contract Sale a consensual contract perfected by mere consent) ‘Therefor, delivery or payment is not essential for perfection. (Warner, Barnes 0, Inza, 43 Phil. 408. INOTE: The coniract of tle is consummated upon de- livery and payment. (Macal v. Enriquez, 3 Phil. 659)) Scanned with CamScanner cn nv. coDE OF THE PHILAPPIES Pace Oxygen and Acetylene Co. v. tral Ban Las8t, Mar. 1, 1968, ‘FACTS: Os Jan. 17,1962, the Philippine Trust Com. pany purchased foreign ezhange from the Central Bank {eo Bango Seta for sein the United States with the (Cntiena ins Natal Bank and Trust Co. The Minois ‘Bank booed the neil instrament only in Fob. 1962, Under the law at the tine of purchase (Jan. 17, 1962) from the Cental Bank Bangko Sentral), the said Bank could ‘mpi eatin (eed margin fe). Later, however, the Inv was ange ISSUE: As of what date was the sale of the foreign xchange eft? HELD: The sale was made by the Central Bank (Bango Sentral and was therfore perfected on Jan. 17, 1962. A8 of si te, thae was a meeting ofthe minds upon the thing che theebet ofthe contract, and upon the price. The fact tat the noatale instrument was honored only the falorng math i net important — since the law speaks onl ef the solo tbe frega exchange. The margin fee was, heer, afl imposed Pacitc Oxygen and Acetylene (Co, y: Central Banke L600, Feb. 27, 1971 ‘The sale of feign exchange or foreign currency is pert oa the scent the contract of auch sale is EX: LECUTED, ne fom the moment of payment or delivery of the oat fie eurreney to the ereditor. Obana ¥. CA (GR 26249, Mar. 29, 1986 ATS ile scp he offer of » pero 1 by 170 cavan ofa ie at 37.26 per eavan. They agreed thatthe wl be delivered the flowing day atthe buyer ore, where the buyer will pay the purchase. price to the crv. cone oF THe reMLzP>pES e106 mille’ reprosontative. As agreed upon, the miller id deliver the 170 cavans of eta the buyers stor, but the buyer was rowhere to be found when the millers repreentative tied to collet the purchase pric HLD: There was a perfected sale. Ownership ofthe rice, to, was transferred to the buyer when the mile Feprecentative delivered it tothe buyer's sae. At the very Teast, the bayer had a resisble tile o the gouds, since he Aid not pay the purchase price when the rice was dlvered to him, Lu ¥, IAG, Helrs of Santiago Bustos and Jorefina Alberto ‘GR 70149, Jan. 80, 1989, If the condition precedent forthe sale ofthe property fails to materialize, there ean be no perfected sale ‘The decisive legal circumstance nat whether the private receipta bore the elements of sale. The real controversy is fon whether the contract arising from sald receipts ean be tenforeed in the light of the print right ofpttoner under the registered contact. Its wel-etled inthis juriaiction that prior registration af @ Hen creates a preference soc the ‘ct of registration shal be the operative act to convey and affect the land. (@) Requirements for Perfection (@) When parties ar face fo face, when an afer is accepted ‘without conditions and without qualifications, (A ondi- onal acceptance isa enunteroffer) ‘NOTE: If negtited thru a phone, it is as ifthe parties are face to face.) () When contract is thr correspondence or thru telegram, there fa perfection when the offeror receives or bas Inovsledge of the acceptance by the offre. {INOTE: If the buyer has slreedyacrepted, but the seller doea not know got of the acceptance, the seller ay sl withdraw. (audio v. Arias, 42 Phil 270.) a Scanned with CamScanner ‘qv con OF THE PHULAPPDEs > Wen ie mde bc ta rspenive tn (© Maeno ee momen he enon fled (2 Coston 26). ‘Atkins, Kroll and Co, Ine. v. B. Cua Hian Tek, 16871, Jan. 81, 1958 ‘FACTS: On Sept 12,1951, Atkins, Koll and Co. offered to the resondent 1000 cartons of sardines, subject to reply by Sept 21 1961 The respondent acepted the offer unean- ditional, and delivered his letter of acceptance on Sept, 21, 1951 However, in view of shortage in the eatch of sardines ‘y the pecker in Calla, petitoncrfalled to deliver the ‘conidia it had effered forsale, Respondent now sues for ‘damages Ameng the defenses alleged was that there was tere ofr to sll, and that therefore the contract of sale had ot yet Been perfec, HELD: Te sale was perfected in view of the acceptance ofthe ofl. The sceptance of en affer to sell by promising to pay creates a bilateral binding contrat, so much so that if the buyer had backed out after accepting by either refusing {ee the hing sl or rein to pay the ps, he eld Roque v. Lapuz $2811, Mar. 31, 1980 In conic il where ownership ie retained bythe sees oto pn tl the fll payment af the pre, Soc parent a ptt peste conton, te ire of whichis mt a breach aul oer, bt imply an event titre the cain the vendo convey tile rom scoring ce To rg that here wan oly acseal treat nd here resto shoud ot be allowed) pd on he wg sump ht the vntr alse, where payment ia resoltoy conto ‘ch spt ae Se Manel. Rodrigues, 109 Ph 1 P.Dand (o, Ine. 8. Maritime 4,10 en Brokerage Co, Ine Martine Building, Nov. 1, _ crv cone oF rue punarenes anes Republic v. Court of Appeala L-52774, Nov. 28, 1904 Since NEDA kept the check proceeds of aale for soven ‘months without any comment, teannot now express its objee- ‘ona tothe sale (8) Before Perfection Before perfection ofthe contact of tale, no mutual rights ‘and obligations exist between the wouldbe buyer and the ‘would-be seller. The same thing is true when perfection is ‘Conditioned upon something, and that thing i ot performed. (Roman v. Grimalt, 6 Phi. 96). Roman v. Grimalt ‘Phil. 96 FACTS: A. person wanted to buy for PS00 a schooner called “Senta Maria” The parties agreed, but on condition ‘that the seller's tlle papers should be peviected. Before the ‘elle’ title could be perfected, the ship was ls. The would-be seller now sues forthe price. HELD: The would-be buyer was not yet a buyer. The condition not having been fulilled, there was no perfected ‘sale, Therefore, the defendant would. buyer is not ble. (® Accepted Bilateral Promise to Buy and Sell ‘thas been held thet in our country, an accepted bilat- ral promise to buy and tel is in a sense similar to, but not fexacly the some as, perfected contrct of wale, (EI Banco ‘Nacional Filipino». Ah Sing, 400.6. Supp. No. 11.8, Sept 413, 1941; see Comment No. 9 under Art. 1458; see Manel v. Rodrigues, L-19436, Sly 27, 1960) Ths s expressly permlt> ‘ted under the Civil Code, Art. 1479, fst paragraph, which reads “A promi fo buy and sll determinate thing for 8 Pree certain i reciraellydemandable” (See also Borromeo ©. Franco, et al, § Phil. 4 NOTE: From the moment the partes have agreed upon ‘the kind of rice and the prie threo they are doemed to heve » Scanned with CamScanner tesla ‘IVIL CODE OF THE PHILIPPINE, ctr it «prec contract of purchase and tle, ty cd Foe whch mony not Be Bld to depend eg cee renner cof he paste ues the cry AGRI Ie nr fct thot the slr thereat a eee moan ind to another at lesser pice ey an oi te pres bayer t bo ented fo aim he Feet cmb indent of the eter, Nar. Byer al L117, Ap 90 1858.) (© Formalties for Perfection Under the Statute of Pras, the sale of: (a) ral property (regress ofthe amount) (pero poperty~ F500 or mre mtb aw ‘to be enforceable, (Art. 1403, No. 2, Civil Code). my orly mae ica be encod by nada cin ee i ao otal o pie rtd er et ith fea of he Sate of Fras etal drt 405, Cod set Pectren eee Sin tl 1 Ph 512. (NOTE: Alsat wing Slut a which a to be perirmed ony at tie eno yar otek he agrees at lewd) nuns hehehe per ‘alee sd gues ofthe pce vl) Cirlo Paredes v. Jose L. Espino 123951, Mar. 18, 1968 FACTS: Cio Paredes fled an action against dose 1 epoe texte a dnd ofsle and to pay damages ‘nhs complaint Paredes alleged that Espino hod sold to hin Lot No, 62 of the Puorto Princesa Cadastre at ‘POO square meter; thatthe deal had been closed by "ter and tla but thatthe actual execution ofthe ed of ale and payment ofthe price were deferred © the arial of Espino at Puerto Princesa, Palawan; that Enpca upon arial had refured to execute the deed of ssl althagh Paredes was able and willing to pay the ‘i: that Espinn continued ta refuse, despite writen semands by Pardes; that as result, Paredes had last ‘xpeced pots fom a ele of the property. As prot o ‘evi. coDE OF mae PHILPRIES an 1 ofthe sale, Paredes annexed the following eter signed by Espino — please be informed that afer consulting with ry wife, we both decided to accept your last offer ‘of PL.00 per square meter ofthe ot which eontsine 41,826 square meters and on cash basis. “In order tht we can facilitate the ransstion ofthe sale in question, we Mrs, Espino and D are ‘ing there (Puerto Princess, Palawan) tobe there ring the last week of May” Paredes also attached both a previous letter from [Espino (re the ofr) and telegram fram Espino advis- ‘ng Paredes of Eapnas arial by boat Espino’ defense ‘was that there was no writen contrac of sale, and that ‘therefore the contrac is unenfereable under the Statute of Frauds, HELD: The contrac is enforceable, The Statute of Frauds does not require that the contrac itself be in writing, A written note or memorandum signed by the party charged (Espino) i enough to make the oral agree- {ment enforceable The laters writen by Espino together constitute eulfcient memorandum ofthe transaction; hey are signed by Espino, refer to the property sold, sive its area, and the purchave price — the eatentil rot have tobe a singe instrument — it may be found in two or more documents, © Some Problems (9) A.ooldtoB orally a partisulr parcel of land for PS mil- lion. Delivery and payment wore tobe made four moaths Inter. When the dat arsved, A refed to daliver. So B sued to enfrce the contract Ifyou were A's attorney, what would you do? ANS. I would es motion to dismiss on the ground ‘that there it no enue of action in view of the voltion ofthe Statute of Fraud, ICT donot fle said metion, 1 ill have another ready. In my answer, T would allege a Scanned with CamScanner » © ® cr. co0E OF THE PHELPPE, asa eense the ft that there is no written conta, TEN do nt do thie, Ihave one more chance: Teqy {jest to the presentation of evidence ~ orl testimony ome he pint — but only i it does not appear onthe Fie ofthe complaint thatthe contract was ORAL Give th efit fale to do any ofthe things enume, ated in the preceding paragraph, ANS. The defense ofthe Statute of Frauds is deena sive, and my ellent would be now compelled to pay, Tie jade balieves te teatimony of the witnesses, ‘A sol to B rally particular parcel of land for PS,00, Dalvery was made the land. The payment ofthe pri ‘ma to be made three months later. At the end of te eri B refused to pay, and claimed in his defense the ‘Staate of Proade, Is B correct? ANS. Bis wrong beeuse the contract inthis case ‘ns already been executed Tt is well-known Ut the Statute of Frauds refers only to executory contracts, (Sov Facuren, et al. v.Sabanal,et al, 81 Phil. 612, This is why Art. 1405 of tho Civil Code provides that ‘otras infngng the Statute of Frauds are ried, tsnang eter ways, by the acceptance of the benefits nde the. eis lea in the problem that the delivery of te land had been made and that there had been ue aceptanetherec. Indeed, to allow B to refuse ‘xy would amount to sme sort of fraud. As has bees ‘el sai bythe Supreme Court, the Statute of Frauds vas designed to prevent, and ot to protect fraud. (See Shoemaker. La Tondeta, Ine, 68 Phil. 2). Ad tB in priate instrument a parcel of land for 5000. B ow wants Ato place the contract in a publie ‘asrumen that B could have the same registered it the Regs a Property Is B given the right to demand ‘he eneutnn of the pli instrument?” ANS. Yeu, Under Art. 1957 “Ifthe law requires ® (eeunent or other special frm, agin the aete and 6” {recta enuerated in Art 1358, the contracting pares may compel each ether to observe that form, once the « qv. covE OP Te PAPE contract has been perfected. This right may be exercised Simultaneously with the sein upon the contrct™ wore: 1) Art 1857 ean be avalled f provided: 1) the contract is VALID (Solis v. Barraso, 83 Phil. 912; and 1) the contract is ENFORCEABLE, that i, it does ot vislte the Statue of Frauds 12) Therefor, in the problem given, iti clear that B say compel A to execute the needed public iar 18) the contact is oral bt already exeied completely or potaly, Art. 1887 ean be ave ofr in thi ‘ase the Statute of Frauds ie not deemed vite. 4) Ifthe contracts oral and til completely executor, ‘Art. 1957 eannot be used, for this ime the Statute of Frauds has clearly been violated. 15) Ie parcel of land is given by way of donation inter is, to be valid it must be in publeinstrusent, [Now then, ilandis donated orally, Art. 1387 connot ‘be used whether or not the land has already been delivered. This is beeause the donation ts VOID, ‘Before Art 1957 is availed ofthe contract must first ofall be wai and perfected [EXEMPTED from the rule just given is the case of donation propternuptios of land, because here the law expresly provides that as to formali- ties, such dunatin must merely comply withthe Statute of Frauds. (Art. 127, Cll Code). Therefore, ‘even if made orally, a donation propter muptias of land if already delvred, is enforceable and valid ‘nd Art 1957 apples. Of eure, i there has been to delivery yet, the orl wedding pif of land is still ‘unenforeable and At. 1957 cannot apply. (©) A sold to B a particular gold pon worth exacty P5000, ‘To be enforceable, does the stle have to be in writing? « Scanned with CamScanner ‘avn, CODE OF THE PHILIPPI, "ANS: Yes, because under the law, if the price ig to or mere, the Statute of Frauds applies (Ar. 140), ‘Na 2, Cl Cad). (0 Aceld to « partiar pen worth only P250. The sle ‘ros ora Iwas agreed that delivery and payment were torte made ofr 2 years. At the stipulated period, 4 ‘efsed fe deliver, alleging the Statute of Frauds as « ease. Is A cored? ANS: Yes, although the amount is only P250 and ‘herfe lesthan he minima ofP50O, stil the contest ‘must be in writing in view ofthe fact that under the {ret ogronent refered to under the Statute of Frau "an agreement that by is terms isnot toe performed wih e year fem the making thereof” tho same must ein wring to be enfeceable. (See Atienza v. Casill, al, 72 Ph 589, (A brugt tue pens fom B each worth POD. ‘To be en focebl does the eontract have to be in writing? ANS: It depends: 1) the seis indiisible as when A would not hare ‘opt one yen without the other), the sale must be in writing for the total sum is POOD. 2) Ith sale is divisible, the important amount it U0 ad, theefre, need not be in writing inorder abe enfant, | (7) Perfection In the Case of Advertisements, ‘Advertissiente are mere jnvitatons to make an oer (de. 1885, Cel Co) and, therefore, one cannot compel the svete to sl. | (8) Transfer of Ownership i (@) Mere peretion of the contract does not transfer o¥> embip, Owoerhip ofthe ebjet wo is tranaferred onl after dlivery (raion), actul, legal or constructive r cevi.cone OF rte PHILS © ‘hee there: Aer vey fhe sbi, ‘ownership is transferred. Pe (0b) Haw abt splint ven wth eve there ib nochange nse omer le pr hse pen bee aly pi ist ‘ANS: You bt he splinting ein oct hd pen hermes te The ‘Setar mut mt opie SD 191) ‘The Sales Tex Even if the object esd has not yet been delivered, once there haa been a meeting ofthe minds, the sal in perfected and, therefore, the sales tox (15% en the gros) is lveady due. Tt acerues on perfection, nt on the consummation of the sale. (Barnshaw Docks & HI. Work Cll. of Tet. Rec, 54 Phi. (696; Sec, 188, Com. Act 468 0s amended etal als of four to bakeries tobe manufactured ints bread are sujet to tax if wholesale, they are not subject to tax. To detemnine if 2 tale is wholesale or retail, we must not consior the quantity 01d but the character ofthe purchase. Ifthe buyer buys the caminodity for his own consumption, the sale is retail and {s aabject to tax; i for resale the sale is dered wholesale, regardless of the quantity, and isnot sujet to the partion lar tax refered ta. (King t. Sarmiento, 0 Phil. 434). The same rule applies practialy to sales of textile, Ithe textile be bought for resale ata prof, the gods being unaltered ‘when resold, the erpinal sale is wholesle. If he resels the ‘oods only ter altering them by using hi sil (as when he ‘transforms them to shirts, the orignal sales retail Indeed, ‘he is considered a coneumer in legal contemplation because Ihe used the goods purchased by him. The same rule apis ‘in the case ofthe retail sale ofthe flowing: (2) copra for the manufacture of cap or oleomargarine (©) hemp used to make twine oF ope (©. in general, raw miterals tat are wed in or that entered {nto the manufacture of ished products. ‘Tan. De la Fuente, eal, $0 Phil. 519. 6 Scanned with CamScanner CIVIL CODE OF THE PHILIPPDs (10) Effect of Perfection ‘After perfection the parties must now comply with thir ntl Slgaton Tau example the buyer can tw ‘ompel the seller to deliver to him the object purchased. In the meantine, the buyer has only the personal, not 2 real right Hence, ifthe eller sells again = parcel of land to @ ‘Stanger whois in gond faith the proper remedy of the buyer ‘would be to sue for damages. May he successfully bring an ion revindcatoria against the stranger? NO, for he ean- fot recover omnership over something he had never owned before. Bucton, et al v. Gabar, et al. 1-36859, Jan. 31, 1974 FACTS: Vllarin sod in 1946 to Gabar a parcel of land on the installment plan. Oabar, in tura, had an oral agreement ‘with Bucton thatthe latter would pay half of the price, and ‘thus own half of the land. Bucton paid her share to Gabar, and was given in 1948 receipts acknowledging the payment. In 1947, Vili executed formal deed of sale in favor of Gabar, bo immediately bit a house on half ofthe lot, Bucton took possesion af the ether half, and built improvements thereon. ‘When Bacon asked fora separate title, she was refused, and So in 1968, she ile a complaint to compel Gabar to execute & formal deed of sale in her favor. The Court of Appeals ruled that the action had already prescribed because this was a ‘ction to enforce a written contract, and should have been brought within 10 years from 1946 under Art. 1144 of the Civil Code. Josue: Has the action really prescribed? HELD: No, the action has not really preseribed. The err ofthe Court of Appeals is that it considered the execution of th rei 1946 ay the bass f the action. Tho real bass action is Bucton's ownership (and possession of the oer No enforcement af the contract of aale in needed because the property has already been delivered to Bucta?, and ownerthip thereof has already been transferred by ope?" tion of lw under Art. 1494, referring to property sold by # ‘Person (Gabar), who subsequently becomes the owner thereof ‘The action here, therefore, is one fo quiet ttle, and as Buctoo ‘8 in posession, the action is impreserptible. « ‘IVIL CODE OF THE PHILIPPINES iin ‘Art. 1476, In the case of a sale by auction: (Q)_ Where goods are put up fr cle by auction in cach lt lathe abject of epurate contra of (@)_A-sale by auction is perfected when the auction cer announces its perfection bythe fall of he hammer, oF {Nother customary manner. Until such anneunocment Is rade, any bidder may retract hs bid; and the suctoncet tney withdraw the goods from the sale unlet the action its boen anouncod fo be without reserve (2) A sight to bid may be reserved expressly by on behalf of the eller, ule oluerwite provided by law oF by stipulation. (Where notice has not been given that «saleby suction ls eobject to ight to bid on behalf the eller i ‘Shall not be lnveful for he seller to bid himself orto employ rinduce any person to bid st atch sale on hs bebal 2g {or the auctioneer, to employ ov induce any person to bid St such sale on behalf of the seller or knowfagly to take Shy bid from th seller or any person employed by hin. Any ttle contravening this rule ay be tested as audlent By the Baye ‘comMENT: (1) When Sale by Auction is Perfected "The sale ia perfected when the auctioneer announce its perfection by the fll of the hammer or in other customary @) Before the Fall of the Hammer Before the hammer fll, (a) may the bidder retract his bid? ANS. Yes (Art, 14762). Reason: Every bidding i merely an offer and, therefore, before itis aceepted, it ‘may be withdrawn, The assent is signified on the part fof the seller by knocking dwn the hammer. (Warow v Harrison, [El & Bl. 295) « Scanned with CamScanner cq CODE OF THE PHILP, (0) ay he toner nthdrw the goed fom the sly rns the auction Bas been announce, tot lcm, res 1712). Reason Thi ag seen plan aceptanen ofan fe ov antes can be rete. What the actloneer doy DP iblewing is merely eect the ole. Preman Pople ho. lita 117 8. 79. (Se also Art 536 ft Gil Code whch aye that “advertisements fr Sar only nvations to make proposes and he avert ert band to scp the highest 0 lovest eye the eonary appears? (9) When Seller Can Bid May the aller bid? If so, undor what conditions, if ay? ANS: Yes, provide (@) suha right to bid was reserved: (@) and tie was given thatthe sale by ation is subject {oar biden bealf ofthe seller. (Art. 1476, por Sant. (©) When Seller May Employ Others to Bid for Him Ma the slr employ others to bid for isa? ANS: Yes, provided he has notified the publie that the suction sabjct to the vght to bid on Behalf of the elle. (ar. 1a pr. People who bi for the seller, but are nat ‘Seca bound areclled "bidders or “pullers” (Sony ot Sle, Se. 80) In view athe ntize, there would not be any fru aod the transaction wth the rst should be considered 8 ai (See Crowder 0. Austin, 3 Bing. 268). Without tht ‘te ay sl enrevening te rle may be treated by tbe Sere afin 476 No ter word rca be ileved frm his id Psher He, NOTE: may happen that the omer isnot himself th sucineer. Now then ifthe autlnecr employ, pons, ‘reno nce tothe pal, the ale would stil be fraudulent avn cog OF rE PAILFPINES pete © whether or not the owner of the gonds knew what the sutionoer had done (See Carretav. Cesta, 209 NYS. 2573) Mlustrative Case: ‘Veazie v, Williams, otal. 12 Ba. 1081, FACTS: Owner of the two mill sd sutoncer to sll them for atleast 814,200. Unknown to the owner and to the public, the auctioneer emplayed pulfers and beaut ofthis Someone bid 40,000. The rea bidding had stopped x $20,000 but the buyer did nct know this, The bayer now tec the ‘annulment of the sale. HELD: The sale can be annulled in view ofthe fraud Had the public been informed ofthe paffers, this would have been different, To escape censure, ote of by-bids is ‘essential, (Rosson Sales, 31; Howard «Cas 6D. and B. 542). By bidding, if sere, deceives and invaves a falsehood ‘and is, therefore, bad. I isnot enough to aplogize and say that by-bidding is afer all common den no matter that the owner did'not know of auctioneers aud. After all, the ‘uetioneer was merely the agent. ight of Owner to Fix Conditions forthe Sale by Auc- tion Leoquinco v. Postal Savings Bank Wa Phil. 72 FACTS: The Board of Directors ofthe Postal Savings ‘Bank authorized the sale by pubic action of« pare] of and 1t-owned in Navotas, Rial. The Board expressly reserved “the right to reject any and all bidn” The auction notice also contained sch reservation, offered the highest bid (P27,000) bat tia was rejected by Une Boar. Leoguinco then sued to compel the Bank to execute and deliver the deed of ‘al, with damages HIBLD: Action will not proper for there was rally no sale, By participating inthe suction and offering his bid, he Scanned with CamScanner Speer ae seen n sn vee tence rag eee sinibgtcne atten gat cdg gee Sere ra ae mci Fide teen ts Bona" Fae Ciao eo an ee (6) Rale in Case of a Private Sale (FT of Rizal and Elena Ong Eseutin v. Ch and Felix Ong Jl. 25, 1981 Aprnate sl authorized by «probate court (and without jection onthe part ofthe heirs or creditors) cannot be as- ‘aed by a pero who isnot an “interested party” (such as tn heir o ereditor). One who merely offered a higher price (without ecaly buying the property) is not “an interest ‘ary It would have been different had there been a public uta, Art. 177, The ownership of the thing sold shall be avi CODE OF THE PHILIPPI, ‘vi CODE OF THE PHILIPPNES ance et al, CA. L-11877-R, Jul. 8, 1955). contrary stipulation fs, however, VALID. (Av. 1478)) (2) Kinds of Delivery Delivery may be: (a) actual (Art, 1497, Civil Code) (©) constructive (Arts, 14961601, Chi Cade nating any Sher manner signing an agreement that the poner ‘Son i transferred.” (Ar. 1406, iol Code) ON, Hodges, et al. v. Jose Manuel Lezema, et al. 120680, Aug. $1, 1965, FACTS: A stockholder (Hodges) sold his shares of stock (evidenced by Stock Certificate 17) to Borja fon credit, the latter executing a chattel mortgage on Said shares to guarantee the indebtedness. Meanwhile, Hodges retained Stock Certifeate 17 as agreed upon between them. Without Hodges surrendering the cer- Lifcate, the corporation, upon Boc's request, issued to Borja Stock Certificate 18, covering the shares which he (Borja) had purchased. In view of Boj’ failure to pay Certain installments due, Hedges forecosed the chatel ‘mortgage, and eventually reacqire the shares of stock. Later, Hodges sold the shares to certain Gurra. Just ‘before a particular stockholder” meeting. Hodges and ‘Gurrea sued to prevent Borje from exercising rights as a ar ‘2 stockholder, Zesue: Who owns the share of stack? delivery thereot. Sh at HELD: If upon the sale by Hodges to Bora, Borja became the owner thereof, then, upon Hodges’ purchase of the shares at the foreclosure proceedings, Hodges Femaagtil reacquired ownership over the sama. Stock Certfinte 18 (1) When Ownership is Transferred ‘must be cancelled; a new ope must be given to Hodges; ‘and eventually, anew one also issued to Gurrea after Ovperhip i ot transferred by perfection but by deli the deal between Hodges and Gurvea is finally settled ov. (This is true even if the sale has been made of ‘Art. 1478. The parties may stipulate that ownership in edit: payment of the purchase price is NOT essential the thing shall not pass to the purchaser until he has fully {0 the transfer of ermerahip an Tong as the proper? Paid the price. ‘eld has been delivered. (Gabriel, eta. Emcarncio™ a ry Scanned with CamScanner » ‘evi. CODE OF THE PHILIPPINE comes: ‘When Ownership i Not Transferred Despite De. Avery Coe orb is tranaesed pom delivery, bat ven fiver omnercip may stl Be with he aor SBial pp fe pc in ta, there oo stip tse on ser hd stn ent be cn (Se Dee 1, 1919). The sptltion ie wea Tee peter rare domi cd W common asa sutialiet poe vlongerand Gelinge, net IGATS¢06 eso: Ine eas, th Dyer pad a Gow-pay. tert Teeth poe ws plated to be pad for eer ‘is hd ben ped fr bythe prchaser with ome ‘ther ety en apron and rls. The Cour belt ‘bat espa ering te axment of the Balance {SNOT th ames the tipaatin hn vnership inte {hn sl tps thn prcazer st he has lly pas the pee” Hens te pucaner inthis caso ell bores, {he omer ef tse wd yon ts actual ev eonstrctive Asin him in aedace withthe general rule. Indeed the cei the rao he stpltin) mot be sty twas. (Ton Boon Dik e. Apart Farmers Cooperate erg Aon Ie 11454, sn 99, 1960, Urol ch ‘stl psa thal acne eared to not ‘ear ef bt contac to sl the payment fe ere ring ein preelent fn paymet in made, he Seyeran ntl be ced. And ert ler i tly non, rig te snractal agreement (Sant, fale Sonn [CAI 47 06.5972), Sun Brothers’ Appliances v. Perez L524, Ape. $0, 1965 ACTS: Te defendant bought from Sun Brothers’ Appl sue ones nitoer, under a conditional sale agreement ‘hear condoner was delivered and installed in the ofce Cte defendant, but before fll payment had been effected it was totally destroyed by fre. This aetion was brought "ecrer the balance of the purchase price. The conditional ‘ale agreement contained a stipulation that title to the al ‘av CODE OF Tm PaarrIs pee conditioner would vest in the buyer only upon fll payment ‘of the entire account and that should said property be lst, damaged, or destroyed, the buyer would suffer the loss. I Jha stipulation valid, and shoul the buyer pay the HELD: To both questions, the answer is YES, forthe stipulation ia based on a sound pliey in commercial eon ‘itional sales and isnot contrary to law orto morals orto public order, good customs, or public pole. NOTE: Although generally delivery should aot be made ‘al after payment, oil ii is stipulated that payment will ‘be made only after a certain perio, delivery mast be made, ‘even before payment. (Warner, Barnes & Co. v. nea, 43 Pil 505) Art, 1479, A promise to buy and sella determinate thing for a prico certain la reelprocally demandable. An accepted unilateral promise to buy or to sell a determinate thing for a price certain Is binding upon the romissor if the promise is supported by a consideration ‘latinct from the price. COMMENT: (Distinction Between the Fist (Mutual Promise) andthe Second Paragraphs (Acepted Unilateral Promise) Firat Porgraph: A promises o buy snething and B promins to aura an agreed price (Thi a poniceto buy an sel, clery Blsteral spre exatrct) INOTE: Ths eax god a a prec ele (PNB. ». 4 Sing PL i) em ef damien is ‘transfered as yt, the parts, beng even the Fght ‘mand inn! or demage Ramee, Sleds, CAI 8 (0.6.72; Barreto. Santa Marin, 26 Phil. 200 and Guer reo v. Yhigo, 60 0.0. $2811) Second Parogroph: Only one makes the promise. Tis promico sacred byte aber Hem, A prose ose a accept the promise ut dor na in ra promise buy s Scanned with CamScanner eS CIVILCODE OP THE PHILIPPD, mune | qqyts. cove oF Tar Pumpenes pute (NOTE: This an aeepted unilateral promise to scl. 1, {s binding on the promise only ifthe promise is support ‘by a consideration dstinct from the price.) Example: B, iterested in a particular car at a car exchange tasked A forthe prc. A said "P500,000.” B, however, could ‘ot makeup his mind whether to buy or not. So A told him, “BT give you a week to make up your mind.” B accepted, ni gave A 10000 forthe option ~ the opportunity to make ‘up Bis mind. The contrat of option here is valid, because it ‘ras supprted by a consideration distinct from the selling Drie IFA renses on his word and disposes of the property| fn favor of ansther before the end of the week, Bean sue him for dasages. Upon the ather hand, B is not obliged to ‘buy theca atthe end ofthe week. He may or he may not ‘After all, he did not promise to buy. He merely accepted a unlateral promise of A to sel (See Filipinas College, Ine Tinbarg tal, [CA] 52 0.G. 9624) INOTE: Inthe example given, if there had been no ‘nus ar consideration forthe option, the option would not be ‘valid erntract and therefore, A cannot be blamed fo selling ‘the crt ancther before th end of the stipulated week. (See Casade .Diz, 37 Phil. 882. (Of course had the option been ‘Bren oat of Iberality or generosity, there would be a valid ‘ncsideration, the opton having been given aa a donation) INOTE: Under the lw of obligations and contracts, we Ihave Art. 1824 which says: "When the offeror has allowed the ‘fre a certain period to acept, the offer may be withdrawn at fanstine before oseptance by communicating such withdrawal, cept when the option is founded upon a consideration, a8 something paid or promise.” Now then, what i meant here by “acceptance?” “Acoept- sane here mean acceptance ofthe ofr to ell, ie, the offeree ‘0m sige his intention to buy. In such a case, itis a8 Sf there already isa perfected sale or contract, The word “accepl- nc” indeed, does not refer to acceptance of the option. This is evident when itis considered that as worded, the artic ‘envisages an instance when the option is accepted, but since # ‘hare is no consideration forthe option, the offeror may still withdraw the offer before acreptance of the contract of sae. ‘This is because an option without consideration i vid, and it is as if there was no option. There being a mere ofer to sel, there is no meeting ofthe minds yet and this s why the Coffer may be withdrawn, As the Supreme Court has slated Am accepted unilateral promise ean only have a binding effect if supported by a consideration which means that the ‘option can still be withdrawn, ven if aceped, i the same fs not supported by any consideration” (Southoestern Sugar and Molasses Co. v. Atlantic Gulf ond Pace Co, 97 Phil. 1249), OF course, once the offre signifies his willingness to buy, there is already a mectng ofthe minds and there can be no withdrawal of the offer) ‘Atkins, Kroll & Co, Ine. v. B. Cus Hian Tele L-9871, Jan. 31, 1958 (also cited under Art. 1476) FACTS: On Sept 18,1951, Atkins, Kroll and Co, Incar- porated offered to B: Cua Hian Tek 1,000 cartons of sardines Subject to reply by Sept. 23, 1961. The respondent cffeee ‘accepted the offer unconditionally and delivered his leter of scceptance on Sep. 21, 1951 In view, however, ofthe shortage ‘of eatch of sardines by the Calforia packers, Atkins, Kroll and Co, failed to deliver the commodities it had ofered for sale, Offeree now sues offeror. Offeror Atkins, Krol and Co, ‘argues that acceptance of the offer only crested an option to Dy, which, lacking consideration distne from the price, had ‘no obligatory force HELD: Tho argument is untenable, because acceptance ‘ofthe offer to sell by showing the intention to buy fora pice eran rates tral contract sl and by Theo ree, upon acceptance ipso facto, assumes the obligations ‘8 buyer, 29 much so that he ean be sued should he back out afer acceptance, by either reing 1 th hing sold oF refusing to pay the price agreed upon. Upon the ather hand, the offeror would be lable for damages, if he fils to deliver ‘the thing he had offered forsale Even granting that an option is granted which is not Dinding for lack of consideration, the authorities hold that 55 Scanned with CamScanner ‘vt. copEOF THE PHILIPPS in ie ith neraton, 18 me TAS Tere wn ot binding ul cepa ictal) in ae blr a 1 hee mt gent sal ven though eo pee 2 salen omer es Sed. ‘NOTE iver te cse Was conden ere etsin “A prone 0 buy onde SE ete cova retpocally deen. Se OS scl iy the porto "an scope ap ey a erminate tig ft Se apn he promise I the prot Lr it ean te om the pre” (Set the 2ad paragraph of Art. 1479). INOTE The re enna in te cn of Aking xp, sryrtyenneles econo the Supreme Cour re Sette Sur ond Motor Cr ode Cajon Pete Gc Ph 2 where te Gout (rene coh Tab “Tis re that under Ar. 1224 of the new Civil Cod, the leering or and aceptane that, when Uber est he fees a otsn period to accep the Fer maybe withrewn at anytime bere accoptance’ ex tex whe th option i funded upon consideration, but this cls matbeintepeed a modified by the provision Ae. 18 love refered to which applies {0 ‘a promise to tay aed se” gece, As already sated, tia rule requires that apie toll o be vald mst be supported by a fideo tie fom th pre) NOTE: Teri no el inconsistency between the two ‘Aces it omy undead, a aready discussed in the edngprapap, fr a“blatral promise to buy and el” ‘eine NO cesderatondistnt from the selling price; it 1 tay the scp unaterl promise to BUY or SELL" ‘hates ach tnt osieration; moreover, we have fo og acta of en ofr to all without promising ‘obey fom an aseptane that impliedly promise to buy] Ths Coun the Sethueston Sugor and Molases Co cat arte nti: "We are ot eblvous ofthe enstence cerm.cope oF te PanLPens ante ‘of American authorities which hld that an offer once accepted, fannet be withdrawn, regardless of whether Ie is supported for nt by a consideration. (12 Am. Jur. 628). These author ties, we note, uphold the general rle applicable to offer and fscceptance, as contained in our new Cill Code, But we are prevented from applying them in view ofthe specie prov ‘ton embodied in Art. 1479. While under th oer of option {in question, appellant has assumed a clear obligation to sell ite barge to appelle and the option has been exercised in fsceordence with its terms, and there appears to be no valid fr jurtifiable reason fr appellant to withdraw ite offer, this feurt cannot adopt a different atitude beeruse the law on the matter is clear. Our imperative duty i to apply i unlens ‘modified by Congress (NOTE: As has been sid, the Courts eror here con- sisted in not considering the caso as a lateral promise to ‘buy and sell. twas not merely the option that was accepted "The whole SALE ITSELF was accepted) (NOTE: Notice how the authorities REJECTED fn one case were UPHELD in the other ease) @) Meaning of ‘Policitacton’ ‘This is unilateral promise to buy orto all which ie not accepted. This produces no juridical effect, and creates to legal bond. This is mere afer, and has pot yet been fonvereed into a contract. (Rarogue&. Maiguer, etal, [CA] 97 06. 1910, @ Bilateral Promise Ailateral promise to buy and sella certain thing for ‘rice certain gives to the contracting parties personal ight thateachhasthe ight demand fom the other thofulfliment ofthe obligation. (Borromeo v. Franco, eal § Phil. 49). Borromeo v. Franco ‘SPAM. 43 FACTS: § sgred to sell, and B agreed to (ne sipaaton ithe contact sated that B shoud have & a Scanned with CamScanner ‘vt. coDEOF THE PHILIPPINE, men conplata and arrange the document eh vn aad propery. At the end of 6 monty, a roe aibough the POPES ere no, rere Teer canlte So B broght this action for specie ortrmaie end Gamers. HELD To acon wil pronper. The agreement on Bi, prtiscoplee teil paper ina a condition precedente {Grate tea mere nee tipulation. This i so bess the dt toler opens on the payment of the price, an ewer ttt onthe perfection of the title papers I Tey br asuned ht B swing to buy the property ewes ib cee, INOTE: A mre exestory sale, one where the slr ery promis to transfer the property at some future ‘Eco bere sme codons have tobe falfled before te ‘ent is over fm an exciton to an executed oc, bee mt gate omerhip ve heres estate that may bare teen ld (MCh nd Co, . Berger, 49 Pil. 829). The pate cn were, demand specie performance or daa tes fr the beach See Mos Lanuae, etal 8 Phi St thd Rams Saeed, (CA) #8 00. 729.) Palay, Inc. v. Clave GR 56076, Sep. 21, 1983, The slr oa subdivision lot unilaterally rescinded the contract toe hy vite of a contractual provision on te ‘te but fled to give notice tothe buyer of said ress sin. The judge declared the rescission ilegal for went & the oeesiy noice and ordered the eller to return the It (or an adequate ebtitate othe buyer. If the property has Seen wld to tid person, and no other lot ie avatabl, the yer seit to refund of installments paid plus 12 interest from dat it was fd © Unilateral Promise (a) The acceptance of a unilateral 7 roms to ell mast Plc, and undo, Therefor, if there ‘vi. cope OF THE PHILIPPINES ® © @ ancier quilifed aceptance with terms diferent frm the offer, ‘there is mo sseeptance, that is, there is no promise to ‘buy and there is no perfected sale. Beaumanth v. Preto, M1 Phil. 670), If an option is granted, how long his promise? ANS. If no period has been stipulated, the court vill fx the term, Ts the right to buy, aright that may be transmitted to others? the offer bound by ANS: Yes, unless it wes granted fr purely personal considerations. (See 10 Manresa 65-70) What is an Option? ANS; It isa contract granting a person the privilege to buy or not to buy certain abject at any time within the agreed period ata fxed price. The contract of option is fseparate and distinct contract fom the contract which the parties may enter into upon the consummation ofthe contract; therefore, an option mutt have its own eause oF consideration. Enriquer dela Cavada v. Diaz, 37 Phil 1982). After the period of conventional redemption has expired, there is'no more right to repurchase. Should ‘the period later on be extended, this would really be an offer to sel, or any option, and, therefore, there must be ‘consideration distinc from the repurchase price. (See ‘Miller v. Nadres, 74 Pil 307. Bar A offered to sell for P10 million his house and lot to B who was interested in buying the same, In hia let- ‘tr to B, A stated that he was giving B a period of one ‘month within which to raise the amount and that as soon as B is ready, they wil sign the deed of sale. One ‘week before the expiration of the one-month period, ‘went to B and told him that he is no longer willing to Sell the property unless the price is increased to P16 ‘milion. May B compel Ato accept the PIO maillon frst offered, and execute the sale? Scanned with CamScanner (ivi CODE OF THE PHILIPPD ys natebae eh nti fy a eh eo se era promis cll — not Sparen atndantet cei ce hoa a Filemon H. Mendoza, et al. v. Aquilina Comple Le19811, Oct. 29, 1965 PACTS: Comple agreed to sell to Mendoza a parce of and fr P4500. Mendoza was given up to May 6, 1961 within which to raise the necessary funds. It was furber agreed that if Mendoza could not produce the smsny one before said date, no liability could attach ‘im Mendoza paid nothing for the privilege of making ‘up Hs mind, Before May 6, 1961, Comple backed out of th agreement. Mendoza now sues to compel Comple to ell sue: Is Comple required to sell the property to Mendes? HELD: No fr this was merely a unilateral promise on the pat of Comple to sell, without a correspond ‘prose ea the part of Mendoza to buy. Comple's promise ‘nut binding on him since there was NO CONSIDERA- ‘TION DISTINCT from the price. (See Art. 1479). Hence, ren if Compl’s promise had already been accepted by the noul-be buyer, Comple could still legally withdraw fom the agreement. (NOTE: The answer would have been different, if Mendez hed himself promised to buy.) (6) Contract to SELL is NOT an Absolute Sale Acosirat or promise to sell, a parcel of land for ex31- ita otat of ale. Such a contract to sell woud hea fr istane, land is promised to be sold, and til? cIviL CODE OP THe PHILIPPINES ae 79 for said price. (Manuel v. Rodriguez, Sr, 1-19495, Jul. 27, 1960). Therefore also, a clause in such a contract allowing unilateral automatic reeission by the seller in the event the Duyer fails to pay any installment due is VALID, Art. 1592 rnot being applicable. (Jocson v. Capitol Subdivision, Inc. et al, £-6573, Feb. 28, 1955; Claridad Estates v. Santoro, 71 Phil, 114; and Manila Racing Club v. Manila Jockey Club, 40 0.G. Srd Supp. No. 7, p. 88 Rogue v. Lapuz 1-$2811, Mar. 31, 1980 In contracts to sell where ownership is retained by the seller and ie not to pass until the fll paymentof the pric, euch payment is positive suspensve condition, the faire of which not a breach, easual or serious, but simply an event that pre- ‘vented the obligation ofthe vendor to convey title from acquiring binding foree. To arque that there was only a easual breach (and ‘therefore resciesion should not be allowed) o proceed from the ‘wrong assumption that the contacts one of absolute sale, where ‘non-payment isa resolutory condition, which isnot the case.(See ‘Manuel v. Rodriguez, 109 Phil, . 10and Luzon Brokerage Co, Ine. v. Maritime Building, Nov. 16, 1978). Palay, Ine. v. Clave GR 66076, Sep. 21, 1983, ‘There is no need to judicially rescind a contract if in the contract, there is a proviso that it may be revoked in case there is a violation of its terms. However, he must send notice of the rescission to the other party. If the aggrieved party believes the rescission or revocation is improper, he ean, ‘always go to court to ask fr the cancelation ofthe reseission, ‘that i, if said cancellation is justified Sps. Lorenzo V. Lagandaon, Cecilia T, Lagandaon & Overseas Agricultural ‘Development Corp. v. CA, et al. ‘GR 10252631, May 21, 1998 FACTS: Taking the place of Pacweld, petitioner seeks to ‘collect the unpaid accounts of private respondents under the a Scanned with CamScanner ‘vi cope OP THE Pui nn a inal contrat to stl, but they want exemption from cha cat eblgation of Pacweld under the same contr sire ey inst an a tdification of these contracts, [HIBLD: That the contracts to sell had indeed boen re, eed tale becuse ofthe foreclosure sale does not necessary {api that ely modied contracts to sell were subsequent tered int between patitoners as buyers of the foredise property onthe ene hand, and private respondents a pus Chasers fv Parweld Corp, upon the other. ‘Act. Us, Any injury to oF benefit from the thing sl, ater the contract has been perfected, from the moment of {he perfection ofthe contract tothe time of delivery, shal be governed by Articles 1163 fo 1166, and 1282. ‘This rule shall apply tothe sale of fungible things, made {independently and fora single price, or without considers. ‘ton of their weight, number, or measure. ‘Should fungible things be sold for a price fixed ac. cording to weight, umber, or measure, the risk shall not ‘be imputed to the vendee until they have been weighed, ‘counted, or measured, and delivered, unless the Iatter has ‘neurred in delay, COMMENT: (1) Who Bears the Risk of Loss? (2) Ute object has been lost before perfection, the seller bears the las. Reason: There was no contract, for thre ‘ms no cause or consideration. Being the owner, tht sel ears the loss. This means that he eannot demand Porment of he price Eeanple: Roman v. Grimalt 6 Phil. 96 PAcTs: B bought a vessel from S on condition tht ‘ld prove he (S) was the owner thereof by pertinent CIVIL.CODE OF THE PHTLIPPONES ® © documents. Before the condition was complied with, the vessel sank in a storm. $ now demands the price. HELD: $ cannot demand the price. The condition was never fulfilled; therefore, the contract of sale was never perfected. Therefore also, S bears the lose. NOTE: Observe the implication in this case: Ifthe condition had been fuliled, the sale would have been perfected, and B would have to pay the price even if it hhad not yet been delivered to him.) If the object was lost after delivery to the buyer, clearly the buyer bears the los. (Res pert domino — the owner Dears the loss.) Song Fo & Co. v. Oria 38 Phil. 3 FACTS: A launch was sold on credit. Shortly after ita delivery, it was destroyed by a fortuitous event. Is the buyer still lable for the price? HELD: Yes, because after its delivery to him, he became the owner, and therefore it is he who must bear the loes. IC the object is lost after perfetion but before delivery, “Here the buyer bears the loss, as exception to the rule of re perit domino. Reasons: 1) The implication in the ease of Roman v. Grimalt, ‘tupra, is clear, Had the sale been perfected, the buyer would have borne the los, thet is, he would still have had to pay forthe object even if no de- livery had been made. 2) Art, 1480 (pars. 1and 2) clearly, states that injuries ‘between perfection and delivery shall be governed ‘by Art. 1262, among others. And Art. 1262 in turn ‘says that “an obligation which consists in the de- livery ofa determinate thing shall be extinguished if tehould be lst or destroyed without the fault of Scanned with CamScanner » 4 (IVI. CODE OF THE PHILIPPI, the dor, and before he as incurred in dys {Mir meen thatthe obligation of the seer, Hier extngised, but the cbligaton top ist etingsished) Gone 2). Bat inot he contract af ale recipe ag therefore fone dees nat eomply, the he seed nt pay? ANS: Tre, bt this happens only whe the lis able to deliver but does hot faa cate, the buyer is not requied py Erle reciprocity Deis diferent ft case thelr, but not the bayer. (hag dhs if sade does not take an examine tie vache isnot compelled tog in Arde bot the otadent fa exempted fe threnninaton by tus say, the authors te presen not exempted from the a) Cringe grade) Wy shoul a buyer pay ithe does ot ein tier thant a case where there ‘sue ocotalderation? ANS: Thar wa really a cause os erin Because at the me the contra Fere, the thing purchased tl exited 4 189 say ue fl, eterraion # EEpovenet before it deliver sand saab bere, te ws sed he er Art 189, nt [7 he hog i lst without the fault of {hte bigton shall be extinguished” ‘1289 on LOSS) tates: gation a “The obligation ‘Sita einuished by the loss of the thi Ser talbineal the rghtso action whe CAE Bae sauna thd persno BY SER ene a as the right ‘to proceed “ ‘cv. coDE OF THE PHILIPPINES 5 o ‘the wrongdoer for damages. He ie given this right instead ofthe vendor, only beceuse he is sill be: {ng made lable for the price. Tt would be abaurd to grant him ths right against wrongdoers unless ‘he has been prejudiced in tome way, Clearly then, ‘it is ho (the vendee or buyer) who bears the los Historically, the buyer has always bore the loss ‘Under Roman Law, “the vsk af the thing eld passes tothe buyer, even though he has not veceved the thing” For the seller is not liable for any thing ‘which happens withovt his fraud or negligence ‘But if after the sale, any alluviam has accrued to the land, this benefit ought to belong to him who Ihas the risk. (Uns 2, 29, Se. 9; Sherman, Roman Surgprudence, See. 6) Since the buyer gets the benefits during the inter ‘ening pried, itis clear that he must lao shoulder (NOTE: Exceptions tothe rue that between perfection and delivery, the buyer bears the loss: (2) the object sold consat of fungibles cold for a price fted according to weight, number, or (ere, if there has been no delivery yet! the seller Bears the Toss, unless the buyer is in ‘mora acipendi) (Lat par, Art. 1480, Civil Code). (©) Ie the caller i guilty of fraud, meligone, de- fault, or voltan of contractual term. (Ave 1165, 1282, 1170, Ciel Code). 0) When the obiet tlds generic because “genus as not pele (genus nunguam peri) (NOTE: The unfortunate effect of Art. 1604 on the question of the risk of Tose lo Aiscussed under sid article) rs Scanned with CamScanner sae Cn. c0D8 OF THE PAAPEH, Bamples ® » fay to Reardon Manila his ugene Bam lin Zamboungs. Unknown to both Darin, fowever the car had already been destroyed [iain event in Zamboanga. Does Ricardo st Meu pay fhe ca? Reason. ANS: No, Ricardo doesnot have to pay for the ca, ‘Therein fact no valid enntract of sale for a the mo. ‘mat of presumed perfection (foday, there was no mire {bljet mater te ear having been destroyed yesterday) Engen, a8 ome, bears the Toss of the car Marta co Mar. 1,200 sold for P20 million to Edita he (Maas) hose and lt. Tt was agreed that delivery et the base and Jot, and the payment therefor, would be sade en Ape. 5, 2004. Unfortunately, Jose, a stranger, testy st the house on fre on Mar. 4, 2008, and ‘we ma empltely destroyed. On Apr. 3, 2004, does Maria ail have to deliver anything, and does Edita ‘eo py fr anpthing? Reasons. ANS: Marta must sill deliver the lot but is excused ‘rn deverng the hose (since tis has been completa

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