NATURE OF SALES

Contract of Sale
- seller obligates himself to deliver a determinate thing to a buyer
Nature and Obligations Created in a Sale
- two obligations of the seller:
* transfer ownership
* deliver the possession of the subject matter
- one obligation of the buyer:
* to pay the price

Subject Matter of a Sale

- must be a determinate thing
* particularly designated
* physically segregated

Elements of a Contract of Sale

- Consent - the meeting of minds to transfer ownership in
exchange for the price
- Subject Matter
- Price

Stages in the Life of Sale

- Negotiation - preparation or policitacion
- Perfection - birth
- Consummation - death

Essential Characterstics
1. Nominate and Principal
- nominate: given a particular name by law
- principal: can stand on its own and does not depend
on another contract for existence
2. Consensual
- perfected by mere consent
- modality that affect consensuality:
* suspensive term or condition
3. Bilateral and Reciprocal
- bilateral: both parties have an obligation
- reciprocal: fulfillment of obligations must be simultaneous
- effect:
* power to recieve is implied
* neither party incurs delay if one party has not yet complied
* from the momeny one party fulfills, the other begins
without the need of prior demand
4. Onerous
- imposes a valuable consideration as a prestation
5. Cummutative
- a thing of value is exchanged for equal value
6. Sale is Title and not Mode
- seller assumes obligation to transfer ownership, but the real right
of ownership is trqansferred only "by tradition"
- the fulfillment of seller's 2 obligations only matter at the time of
delivery
Sale vs Other Types of Contracts
1. Donation
- Sale:Onerous :: Donation:Gratuitous
- Sale:Consensual :: Donation:Solemn Contract (need for
formalities)
2. Barter
- barter: to give one thing in consideration of the other's
promise to give another thing
- rules:
* manifest intention of the parties
> sale:sold :: barter:trade
* when no intention,
> Barter: value of object > what is
given
> Sale: value of object = what is given

3. Contract for a Piece-of-Work

- execute a piece of work by using his labor or skill
- School of Thought
* Massachusetts Rule (APPLIED IN PH)
> mfg is on the ordinary course of business, contract
of sale even when it is onhand or not
* New York Rule
> if onhand, contract of sale; if not, contract for
a piece of work
* English Rule
> if material cost is high, contract of sale
> if labor cost is high, contract for a piece of
work
4. Agency to Sell or Agency to Buy
- principal transfers object to agent to sell it in behalf of principal
5. Dacion En Pago
- Sale:No Pre-Existing Credit :: Dacion En Pago: Pre- Existing Credit
- Sale:Creates Obligation :: Dacion En Pago: Extinguishes
Obligation
6. Contract to Sell
- Sale:Title is Passed Upon Delivery :: To Sell:Passed Upon Full
Payment