I.

CONCEPT OF SALES
∙ Stages in the Contract of Sale
Art. 1458. By the Contract of sale one of the contracting a) Generation or Negotiation
parties obligates himself to transfer the ownership of and b) Perfection – meeting of the minds
to deliver a determinate thing, and the other to pay c) Consummation – when the object is delivered
therefor a price certain in money or its equivalent. and the price is paid
∙ Sale vs Dation in Payment
A contract of sale may be absolute or
conditional. SALE DATION IN PAYMENT
∙ Essential Characteristics of the Contract of Sale a)
Consensual – perfected by mere consent b) Bilateral 1. No pre-existing credit 1. there is a pre-existing
Reciprocal – both parties are 2. Gives rise to an credit
bound by obligations dependent upon each obligation 2. extinguishes the
other 3. The cause or obligation
c) Onerous – because to acquire rights, valuable consideration is the 3. the cause or
consideration must be given price from the consideration here,
d) Commutative – as a rule the values viewpoint of the from the viewpoint
exchanged are almost equivalent to each seller; or the of the person
other obtaining of the offering dation in
e) Principal – there is no necessity for it to object from the payment, is the
depend upon the existence of another valid viewpoint of the extinguishing of his
contract buyer debt; from the
f) Nominate – the Code refers to it by a special viewpoint of the
designation or name, i.e., the Contract of creditor, it is the
Sale acquisition of the
object offered in lieu
of the original credit
∙ Elements of a Contract of Sale 4. there is less freedom
a) Consent or Meeting of the Minds – consent 4. There is agreater in the determination
to transfer ownership in exchange for the freedom in the of the price
price determination of the
b) Determinate Subject Matter – Generally, price 5. the giving of the
there is no sale of generic thing; moreover, if 5. The giving of the price object in lieu of the
the parties differ as to the subject, there can may generally end credit may
be no meeting of the minds the obligation of the extinguish
c) Price certain in money or its equivalent – buyer completely or
cause or consideration. The price need not partially the credit,
be in money depending on the
agreement

∙ Some Principles

∙ A CoS without any consideration and executed

by a person who is of low intelligence, ∙ Contract of Sale vs Contract to Sell
illiterate, and who could not sign his name or
affix his thumbmark, is void. CONTRACT OF SALE CONTRACT TO SELL
∙ A receipt which merely acknowledges the sum 1. The non-payment of 1. The payment in full
of 1k without any agreement as to the total price is a resolutory of the price is a
purchase price lacks the requisites of a valid condition. It may by positive suspensive
contract of sale, and is neither valid nor such occurrence put condition. Hence, if
enforceable an end to a the price is not paid,
transaction that it is as if the
once upon a time obligation of the
∙ Natural Elements of a CoS
existed seller to deliver and
∙ those which are inherent in the Contract, and to transfer
which in the absence of any contrary ownership never
provision, are deemed to exist in the became effective
Contract) and binding
2. Ownership is
2. Title over the property retained by the
a) Warranty Against Eviction – deprivation of
passes to the buyer seller, regardless of
the property brought
upon delivery delivery and is not to
b) Warranty Against Hidden Defects
pass until full
payment of the price
∙ Accidental Elements 3. Since the seller
3. Delivery has been retains
∙ Those which may be present or absent in the made, the seller has ownership,
stipulation, such as the place or time of lost ownership and despite delivery, he
payment, or the presence of conditions cannot recover it is enforcing and not
 rescinding the
contract if he seels
to oust the buyer for
unless the contract failure to pay
is resolved or
rescinded
Art.1459.The thing must be licit and the vendor must have
a right to transfer the ownership thereof at the time it is
delivered
∙ Licit Object – means lawful i.e., within the commerce of
men
∙ Things may be illicit per se (of its nature) and per
accidens (made illegal by provision of law)
∙ If the object of the sale is illicit, the contract is null and
void
∙ The right of redemption and usufruct may be sold, so
also may literary, artistic and scientific works.
Art. 1460. A thing is determinate when it is particularly
designated or physical segregated from all others of the
same class.
The requisite that a thing be determinate is satisfied is at
the time the contract is entered into, the thing is capable
of being made determinate without the necessity of a new
or further agreement between the parties.
∙ Determinate – specific, but it is not essential really
that at the time of perfection, the object be
already specific. It is sufficient that it be capable
of being determinate without need of any new
agreement.
Art. 1461. Things having a potential existence may be the
object of a contract of sale.
The efficacy of the sale of a mere hope or expectancy is
deemed subject to the condition that the thing will come
into existence.
The sale of a vain hope or expectancy is void.
∙ Things with Potential Existence
1. All my rice harvest next year
2. Young animals not yet in existence or ungrown
fruits
3. A particular wine a vineyard is expected to
produce
4. The expected goodwill of a business
5. The wool that shall, thereafter grow upon a
sheep
∙ Sale of an Expected Thing (Emptio Rei Sperati) ∙ If
the sale did not materialize, the sale is not
effective
∙ Deals with a future thing
∙ Sale of the Hope Itself (Emptio Spei)
∙ It does not matter whether the expected thing
materialized or not, what is important is that
the hope itself validly existed
∙ Deals with a present thing
∙ Ex: sale of a valid sweepstakes ticket
∙ Vain Hope or Expectancy
∙ If the hope or expectancy itself is vain, the sale
itself is void
∙ Be noted that this is not an aleatory contract for
while in an aleatory contract there is an
element of chance, here, there is completely
no chance
∙ Ex: sale of a losing ticket for a sweepstakes
already run
Art. 1462. The goods which form the subject of a contract
of sale may be either existing goods, owned or possessed
by the seller, or goods to be manufactured, raised or
acquired by the seller agter the perfection of the contract
of sale, in this Title called “future goods.”
There may be a contract of sale of goods, whose
acquisition by the seller depends upon a contingency
which may or may not happen
∙ Sale of Goods – may be future or existing goods ∙
Future Goods – are those which are still to be
manufactured, raised, acquired by the seller after the
perfection of the contract or things whose acquisition
depends upon a contingency which may or may not
happen.
Art. 1463. The sole owner of a thing may sell an undivided
interest therein.
Art. 1564. In the case of fungible goods, there may be a
sale of an undivided share of a specific mass, though the
seller purports to sell and the buyer to buy a definite
number, weight or measure of the goods in the mass, and
through the number, weigh or measure of the goods in the
mass is undetermnined. By such a sale the buyer
becomes owner in common of such a share of the mass as
the number, weight or measure bought bears to the
number, weight or measure of the mass. If the mass
contains less than the number, weight or measure bought,
the buyer becomes the owner of the whole mass and the
seller is bound to make good the deficiency from goods of
the same kind and quality, unless a contrary intent
appears.
Art. 1465. Things subject to a resolutory condition may be
the object of a contract of sale.
∙ Examples
1. Property subject to reserve troncal may be
sold
 2. A usufruct that may end when the naked transaction shall be characterized by the manifest
owner becomes a lawyer may be sold intention of the parties. If such intention does not clearly
appear, it shall be considered a barter if the value of the
thing given as a part of the consideration exceeds the
Art. 1466. In constrying a contract containing provisions amount of the money or its equivalent; otherwise it is a
characteristic of both the contract of sale and of the sale
contract of agency to sell, the essential clauses of the
whole instrument shall be considered. ∙ Rules to Determine whether Contract is one of
Sale or Barter
∙ Contract to Sell vs Contract of Agency to Sell 1. Intent
2. If intent does not clearly appear
Contract to Sell Contract of Agency to Sell a) If the thing is more valuable than money –
BARTER
1. Buyer pays the price 1. Agent delivers the b) IF 50-50 – SALE
price which in turn c) If the thing is less valuable than money –
he SALE
2. Buyer after delivery got from his buyer
becomes the owner 2. The agent who is ∙ In order to judge the intention, we must consider the
supposed to sell contemporaneous and consequent acts of the
does not become the parties.
owner, even if the
property has already
3. Seller warrants nee delivered to him Art. 1469. In order that the price may be considered
3. Agent who sells certain, it shall be sufficient that it be so with reference to
assumes no another thing certain, or that the determination thereof be
personal left to the judgment of a specified person or persons.
liability as long as he
acts within his Should such person or persons be unable or unwilling to
authority and in the fix it, the contract shall be inefficacious, unless the parties
name of the principal subsequently agree upon the price.

If the third person or persons acted in bad faith or by

mistake, the courts may fix the price.

Where such third person or persons are prevented from

Art. 1467. A contract for the delivery at a certain price of an
article which the vendor in the ordinary course of his
business manufactures or procures for the general
market, whether the
same is on hand at the time or not, is a contract of sale,
but if he goods are to be manufactured specially for the
customer and upon his special order, and not for the
general market, it is a contract for a piece of work.
∙ Rule to determine if the Contract is One of Sale
or a Piece of Work
1. If ordered in the ordinary course of business –
SALE
2. If manufactured specially and not for the
markert -- PIECE OF WORK
∙ Schools of Thought
1. Massachusetts Rule – if specially done at the
order of another, this is a contract for a
PIECE OF WORK. Philippines follows this
rule
2. New York Rule – If the thing already exists, it
is a SALE, if not, WORK
3. English Rule – If material is more valuable,
SALE; if skill is more valuable, WORK
∙ If I ask someone to construct a house for me, is this
a contract of sale or for a piece of work?
∙ If he will construct on his own land, and I will get
both the land and the house it would seem
that this can be very well treated as a SALE
_____________________________________________
_ inadequate as to shock the conscience of the
Art. 1468. If the consideration of the contract consists
partly in money, and partly in another thing, the
fixing the price or terms by default of the seller or the
buyer, the party not in fault may have such remedies
against the party in fault as are allowed the seller or the
buyer, as the case may be
∙ When no specific amount is stipulated ∙ If there is
no specific amount that has been agreed upon,
the price is still considered CERTAIN:
a) If it be certain with reference to
another thing certain (ex: price of
tuition fee charged at Ateneo for a
pre-bar review course)
b) If the determination of the price is left
to the judgment of a specified person
or persons
c) In the cases provided under Art. 172
of the Civil Code
Art. 1470. Gross inadequacy of price does not affect a
contract of sale, except as it may indicate a defect in the
consent, or that the parties really intended a donation or
some other act or contract
∙ In ORDINARY SALE, the sale remains valid even if
the price is very low. If there was vitiated
consent, the contract may be annulled but only
due to such vitiated consent
∙ In EXECUTION OF JUDICIAL SALES, mere
inadequacy of price will not set aside a judicial
sale of a property; but if the price is so
court, it will be set aside
 Art. 1471. If the price is simulated, the sale is void, but the by the buyer, he must pay a reasonable price therefore.
act may be shown to have been in reality a donation, or What is a reasonable price is a question of fact dependent
some other act or contract.
∙ Simulated Price
∙ The price must not be fictitious. Therefore, isf it
is, the contract as a sale is void
∙ It may however, be valid as a donation or some
other agreement, provided the requirements
of donations or other agreements have been
complied with. If the requirements do not
exists, the contract as a sale is absolutely
void
∙ A price is simulated IF
∙ It is fictitious
∙ There being no price, there is no cause or object of the contract and upon the price.
consideration; hence the contract is void as a
sale
∙ A rescission of the price will not invalidate a
sale
∙ Fictitious Sale
∙ A mother sells to her child a property at a very
low much lower price than what she has paid
for it
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Art. 1472. The price of securities, grain, liquids, and other
things shall also be considered certain, when the price
fixed is that which the thing sold would have on a definite
day, or in a particular exchange or market, or when an
amount is fixe above or below the price on such day, or in
such exchange or market, provided said amount be
certain.
∙ Certainty of Price of Securities
∙ I can sell to you today a Mont Blanc fountain
pen at the price equivalent to the stock
quotation two days from today of 100 shares
of PLDT
∙ If stock market price cannot be ascertained ∙ if the
stock quotation price two days later cannot really
be ascertained at that time, the sale is
inefficacious
Art. 1473. The fixing of the price can never be left to the
discretion of one of the contracting parties. However, if the
price fixed by one of the parties is accepted by the other,
the sale is perfected.
∙ Price cannot be left to the discretion of one party
∙ REASON: The other could not have consented
to the price, for he did not know what it was
Art. 1474. Where the price cannot be determined in
accordance with the preceding articles, or in any other
manner, the contract is inefficacious. However, if the thing
or any part thereof has been delivered to and appropriated
on the circumstances of each particular case.
∙ Effect if the price cannot be determined 1. The
sale is void for the buyer cannot fulfil his duty to
pay
2. 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 seller’s price,however,
must be the one paid if the buyer knew how
much the seller was charging and there was
an acceptance of the goods delivered. Here,
there is an implied assent to the price fixed,
Art. 1475. The contact of sale is perfected at the moment
there is a meeting of the minds upon the thing which is the
From that moment, the parties may reciprocally demand
performance, subject to the provisions of the law governing
the form of contracts
∙ Nature of Contract
∙ Consensual: perfected by mere consent
∙ Delivery or payment is not essential for
perfection
∙ The contract of sale is consummated upon
delivery and payment
∙ Requirements for Perfection
1. When the parents are face to face when an
offer is accepted without conditions and
without qualifications
2. When contract is through correspondence or
through a telegram, there is perfection when
the offeror receives or has knowledge of the
acceptance by the offeree
o If the buyer has already accepted,
but the seller does not know yet of
the acceptance, the seller may still
withdraw
3. when the sale is made subject to a suspensive
condition, perfection is from the moment the
condition is fulfilled
∙ Before perfection
∙ No mutual rights and obligations exist between
the would be buyer and the would be seller
∙ Accepted Bilateral Promise to Buy and Sell ∙ In
sense, is similar to, but not exactly the same as, as
perfected contract of sale
∙ Permitted under Art. 1479, par 1 “A promise to
buy and sell a determinate thing for a price
certain is reciprocally demandable”
∙ Formalities for Perfection
Under the Statute of Frauds, the sale of
1. Real Property – regardless of the amount,
must be in writing
2. Personal Property, if P500 or more must be
in writing to be enforceable. If it is orally
made, it cannot be enforced by a judicial
 action except if the defense of the Statute of
Frauds is waived
∙ Perfection in the Case of Advertisements ∙
Advertisements are mere invitations to make an
offer, and therefore, one cannot compel adviser
to sell
∙ Transfer of Ownership
∙ Mere perfection of a contract does not transfer
ownership. Ownership of the object is
transferred only after delivery
∙ Effect of Perfection
∙ The mutual parties must now comply with their
mutual obligations
Art. 1476. In the case of a sale by auction:
1) Where goods are put up for sale by auction in
lots, each lot is the subject of a separate contract
of sale 2) A sale by auction is perfected when the
auctioneer announces its perfection by the fall of
the hammer, or in any other customary manner.
Until such announcement is made, any bidder
may retract his bid; and the auctioneer may
withdraw the goods from the sale unless the
auction has been announced to be without
reserve
3) A right to bid may be reserved expressly by on
behalf of the seller, unless otherwise provided
by la or by stipulation
4) Where notice has not been given that a sale by thing shall not pass to the purchaser until he has fully paid
auction is subject to a right to bid on behalf of the price
the seller, it shall not be lawful for the seller
to bid himself or to employ or induce any
person to bid at such sale on his behalf or for
the auctioneer, to employ or to induce any
person to bid at such sale on behalf of the
seller or knowingly to take any bid from the
seller of any person employed by him. Any
sale contravening this rule may be treated as
fraudulent by the buyer
∙ When sale by Auction is perfected
∙ The sale is perfected when the auctioneer
announces its perfection by the fall of the
hammer or in other customary manner
∙ Before the fall of the Hammer:
1. a bidder may: retract his bid because
every bidding is merely an offer and
therefore, before it is accepted, it may be determinate thing for a price certain is binding upon the
withdrawn. The assent is signified on the promissor if the promise is supported by a consideration
part of the seller by knocking down the distinct from the price.
hammer.
2. An auctioneer may withdraw the goods
from the sale unless the action has been
announced to be without reserved. It is
because the bid is merely an offer, not an
acceptance of an offer to sell. Therefore,
it can be rejected. What the auctioneer
does in withdrawing is merely reject the
offer
∙ When Seller Can Bid?
1. A right to bid was reserved; and
2. Notice was given that the sale by auction is
subject to a right to bid on behalf of the seller ∙ May a
seller employ others to bid for him? ∙ Yes,
provided that he has notified the public that the
auction is subject to the right to bid on behalf of the
seller
∙ People who bid for the sellers, but are not
themselves bond are called by bidders or
puffers
∙ BUT, without the notice, any sale contravening
the rule may be treated by the buyer as
fraudulent
Art. 1477. The ownership of the thing sold shall be
transferred to the vendee upon the actual or constructive
delivery thereof.
∙ When ownership is transferred
∙ Perfection by delivery
∙ Kinds of Delivery
1. Actual
2. Constructive – including any other manner
signifying an agreement that the possession
is transferred
Art. 1478. The parties may stipulate that ownership in the
∙ When ownership is not transferred despite
delivery
∙ Generally, ownership is transferred upon
delivery, but even if delivered, the ownership
may still be with the seller till full payment of
the price is made, IF there is a stipulation to
this effect
∙ The stipulation is usually knows as pactum
reservati dominie and is common in sales on
instalment plans
Art. 1479. A promise to buy and sell a determinate thing for
a price certain is reciprocally demandable
An accepted unilateral promise to buy or to sell a
∙ First Paragraph – MUTUAL PROMISE
∙ A promises to buy something and B promises to
sell it at an agreed price. This is a promise to
buy and sell, clearly a bilateral reciprocal
contract
∙ Second Paragraph – ACCEPTED UNILATERAL
PROMISE
∙ Only one makes a promise. This promise is
accepted by the other

∙ A promises to sell to B. B accepts the promise,
but does not in turn promise to buy. This is
an accepted unilateral promise to sell. It is
binding on the promissor only if the promise
is supported by a consideration distinct from
the price.
∙ Policitation – unilateral promise to buy or to sell
which is not accepted. This produces no juridical
effect, and creates no legal bond. This is a mere
offer, and has not yet been conversed into a
contract.
∙ Bilateral Promise – a bilateral promise to buy and
sell a certain thing for a price certain gives to the
contracting parties personal rights in that each
has the right to demand from the other the
fulfilment of the obligation.
∙ Unilateral Promise – the acceptance of a unilateral
promise to sell must be plain, clear and
unconditional. Therefore, if there is a qualified
acceptance with the terms different from the offer,
there is no acceptance, that is, there is no
promise to buy and there is no perfected sale
∙ Option
∙ A contract granting a person the privilege to buy
or not to buy certain objects at any time
within the agreed period at a fixed price
∙ Separate and distinct contract fron the contract
which the parties may enter into upon the
consummation of the contract
∙ An option must have its own cause or
consideration
∙ If an option is granted, how long is the offer
bound by his promise?
∙ If no period has been stipulated, the court will fix
them
∙ Is the right to buy, a right that may be
transmitted to others?
∙ YES, unless it was granted for purely personal
considerations
Art. 1480. Any injury to or benefit from the thing sold, after
the contract has been perfected, from the moment of the
perfection of the contract to the time of delivery, shall be
governed by Articles 1163 to 1166 and 1262.
This rule shall apply to the sale of fungible things, made
independently and for a single price, or without
consideration of their weight, number or measure.
Should fungible things be sold for a price fixed according
to weight, number, or measure, the risk shall not be
imputed to the vendee until they have been weighed, Art. 1480. In the contract of goods by description or by
counted or measured, and delivered, unless the latter has
sample, the contract may be rescinded if the bulk of the
incurred in delay.
goods delivered do not correspond with the description or
sample, and if the contact be by sample as well as by
∙ Who bears the risk of loss? description, it is not sufficient that the bulk of goods
correspond with the sample if they do not also correspond
1. If the object was lost before perfection with the description.
∙ The seller bears the loss because there was no
contract, for there are no cause or The buyer shall have a reasonable opportunity of
consideration. Being the owner, the seller
bears the loss, therefore, he cannot demand
payment of the price
2. If the object was lost after delivery to the buyer
∙ The buyer bears the risk of loss (Res perit
domino)
3. If the object was lost after perfection but
before delivery
∙ The buyer bears the loss, as exception to the
rules of res perit domino
REASONS:
i. had the sale been perfected, the
buyer would have borne the loss,
that is, he would still have to pay for
the object even if no delivery had
been made
ii. Under Art. 1262, an obligation which
consists in the delivery of a
determinate thing shall be
extinguished if it should be lost or
destroyed without the fault of the
debtor, and before he has incurred in
delay
iii. Art. 1583 says that in case of loss,
deterioration or improvement of the
thing before its delivery, the rule in
Art. 1189 shall be observed, the
vendor being considered the debtor.
Art. 1189 in turn, says, if the thing is
lost without the fault of the debtor,
the obligation shall be extinguished
iv. Art. 1269 on loss states that: the
obligation having been extinguished
by the loss of the thing, the creditor
shall have all the rights of action
which the debtor may have against
third persons by reason of the loss
v. Historically, the buyer has always
borne the loss
vi. Since the buyer gets the benefits
during the intervening period, it is
clear that he must also shoulder the
loss
Exceptions:
a) If the object sold consists of
fungibles sold for a price
fixed according to weight,
number or measure
b) If the seller is guily of fraud,
negligence, default o
violation of contractual term
c) When the object sold is
generic because genus
does not perish
∙ Fungibles – are personal property which may be
replaced with equivalent things
comparing the bulk with the description or the sample.
∙ Sale by Description – where the seller sells things
as being of a certain kind, the buyer merely
relying on the seller’s representations, or
descriptions. Generally, the buyer has not
previously seen the goods, or even if he has seen
them, he believes that the description tallies with
the goods he has seen
∙ Sale by Sample – where the seller warrants that the
bulk of the goods shall correspond with the
sample in kind, quality and character. Only the
sample is exhibited. The bulk is not present, and
so there is no opportunity to examine or inspect it.
∙ Remedies of a Buyer if the bulk of goods
purchases does is defective or damaged
a. To return the thing, and recover the
money paid; OR
b. To retain the thing, and still sue for breach
of warranty
∙ Sale by Description and Sample – the mere Art. 1485. The preceding article shall be applied to
exhibition of the sample does not necessarily contracts purporting to be leases of personal property with
make it a sale by sample. This exhibition must option to buy, when the lessor has deprived the lessee of
have been the sole basis or inducement of the the possession of the possession or enjoyment of the
sale. A sale by sample may still be had even if the thing.
sample was shown only in connection with a sale
to the first purchaser. There can be sale by
sample even if the sale is “as is”
Art. 1482. Whenever earnest money is given in a contract
of sale, it shall be considered as part of the price and a
proof of the perfection of the contact.
∙ Earnest Money – also called “arras”, is something
of value to show that the buyer was really in
earnest, and given to the seller to bind the
bargain. IT APPLIES TO A PERFECTED SALE.
- Significance of EM:
1. Considered part of the purchase price
2. Proof of the perfection of a contract
Art. 1483. Subject to the provisions of the Statute of
Frauds and of any other applicable stature, a contract of
sale may be made in writing, or by word of mouth, or
partly in writing and partly by word of mouth, or may be
inferred from the conduct of the parties.
∙ Effect if Notary Public is not authorized - If the
Deed of Sale of land is notarized by a notary
public whose authority had expired, the sale
would still be valid, since for validity of the sale, a
public instrument is not even essential (Sorfano
vs Latono)
one has been constituted, should the vendee’s
failure to pay cover 2 or more instalments. In this
case, he shall have no further action against the
purchaser to recover any unpaid balance of the
price. Any agreement to the contrary shall be
void.
∙ Requisites before Art. 1484 may be applied 1.
There must be a contract
2. The contract must be one of sale
3. What is sold is personal property
4. The sale must be on the instalment plan
∙ The remedies in this article are alternative, and if
one is exercised, the others cannot be made use
of.
∙ Instances when Art. 1484 does not apply 1.
Real Estate Mortgage
2. Sale of real property on straight terms
∙ “When the lessor has deprived the lessee of the
possession or enjoyment of the thing” - This
means that for failure to pay, the lessor
is apparently exercising the right of an unpaid
seller, and has taken possession of the
property
∙ When is Lease construed as Sale
- Even if the word lease is employed, when a
sale on instalment is evidently intended, it
must be construed as a sale
Art. 1486. In the cases referred to in the two preceding
articles, a stipulation that the instalments or rents paid
shall not be returned to the vendee or lessee shall be valid
insofar as the same may not be unconscionable under the
circumstances.
∙ Non-return of instalments paid
General Rule: It is required that a case of
rescission or cancellation of the sale requires
mutual restitution, that is, all partial payment of
price or rents must be returned
Exception: It is valid to stipulate that there should
be no returning of the price that has been partially
paid or of the rents given, provided the stipulation
is not unconscionable
∙ (See Maceda Law)

Art. 1484. In a contract of sale of personal property the Art. 1487. The expenses for the execution and registration
price of which is payable in instalments,, the vendor may of the sale shall be borne by the vendor, unless there is a
exercise any of the following remendies: stipulation to the contrary.

1. Exact fulfilment of the obligation, should vendee fail

to pay Art. 1488. The expropriation of property for public use is
2. Cancel the sale, should the vendee’s failure to pay governed by special laws
or cover 2 or more instalments
3. Foreclose the chattel mortgage on the thing sold, if
 SELLER IN CONTRACT OF SALE OF REAL
∙ Nature of Expropriation – it is involuntary in nature, PROPERTY
that is, the owner may be compelled to surrender XX. RULES/REMEDIES OF A SELLER IN
the property after all the essential requisites have INSTALLMENT OF PERSONAL PROPERTY XXI.
been complied with. Therefore, generally, it does WHAT ARE THE JUDICIAL REMEDIES IN SALES?
not result in a sale. There is no exception to this XXII. WHEN IS A SALE EXTINGUISHED? XXIII.
rule RULES IN REDEMPTION vs OPTIOM TO BUY
∙ When Transaction is one of Sale – If the property
owner voluntarily sells the property to the
government, this would be a sale, and not an
appropriation
∙ Eminent Domain vs Expropriation
- Eminent Domain refers to the right give to the
state, whereas Expropriation usually refers to
the process
∙ Essential Requisites for Expropriation 1.
Taking by competent authority
2. Observance of due process of law
3. Taking for public use
4. Payment of just compensation
- Just Compensation: is the market value plus
consequential damages, if any, minus the
consequential benefits, if any. BUT, the
benefits may be set off only against the
consequential damages, and not against the
basis value of the property taken.

II. OBLIGATIONS OF BUYER AND SELLER IN

CONTRACTS OF SALE
III. ABSOLUTE AND CONDITIONAL SALE IV.
ELEMENTS OF A VALID CONTRACT // IS DELIVERY
ESSENTIAL
V. DIFFERENCE BETWEEN A PROMISE TO BUY
AND SELL A DETERMINATE THING FROM
AN OFFER TO SELL
VI. EARNEST MONEY vs OPTION MONEY VII. MAY A
MINOR OR UNEMANCIPATED PERSON ENTER INTO
A CONTRACT OF SALE // WHAT IS THE EFFECT OF
SUCH SALE
VIII. MAY A HUSBAND AND WIFE SELL PROPERTY
TO EACH OTHER
IX. WHAT IS/ARE THE OBJECTS OR
CAUSE/CONSIDERTION, OR FORMS OF
CONTRACT OF SALE
X. OBLIGATIONS OF THE PARTIES IN A
CONTRACT OF SALE
XI. IS DELIVERY AN ELEMENT OF CONTRACT OF
SALE
XII. WHAT CONSTITUTES DELIVERY? WHAT IS CIF,
FAS, FOB? BILL OF LADINGS? WHOSE
RECEIPT?
XIII. WHAT ARE THE RISKS OF LOSS? RULES? RES
PERIT DOMINO? WHEN IT IS APPLICABLE?
XIV. RULES IN DOUBLE SALE AND SALE BY NON
OWNER? WHAT IS CAVEAT EMPTOR?
XV. WHAT IS/ARE RULES IN THE TRANSFER OF
GOODS COVERED BY DOCUMENTS OF
TITLES LIKE QUEDAN? WHOSE RECEIPT?
WARRANT? DELIVERY OF RECEIPT?
XVI. OBLIGATIONS/WARRANTIES OF A BUYER AND
A SELLER?
XVII. RULES IN THE ACCEPTANCE OF DELIVERY?
PAYMENT OF PRICE? REMEDIES OF SELLER
OR BUYER IN SALES?
XVIII. LAW/RULES/RIGHTS OF SELLER AND BUYER
IN A CONTRACT OF SALE OF PERSONAL
PROPERTY
XIX. LAW/RULES/OBLIGATIONS/REMEDIES OF A