Syllabus for Law on Sales
a period or after the happening of a condition,
By: Atty. AAS
Source Law: Civil Code of the Philippines
I. NATURE, FORMS, and REQUISITES
a. Definition – (Art. 1458)
Article 1458. By the contract of sale one of the
contracting parties obligates himself to transfer
the ownership of and deliver a determinate
thing, and the other to pay therefore a price
certain in money or its equivalent.
A contract of sale may be absolute
or conditional.
b. Stages of Contract of Sale
The stages of a contract of sale are:
(1) negotiation, starting from the time the
prospective contracting parties indicate interest
in the contract to the time the contract is
perfected;
(2) perfection, which takes place upon the
concurrence of the essential elements of
the sale; and
(3) consummation, which commences when
the parties perform their respective
undertakings under the contract of sale,
culminating in the extinguishment of the
contract.
i. San Miguel Properties v. Spouses Huang, GR
No. 137290, 31 July 2000
c. Essential Characteristic of Sale
i. Consensual - contract is perfected by mere
consent. Therefore, being consensual, a
contract of sale does not require delivery of the
thing sold/bought. Such delivery is merely an
obligation on the part of the seller (vendor),
which he must perform right after perfection,
after delivery to him of the purchase price, after
etc.
ii. Nominate - the law provides a special
designation or name, i.e., the contract of sale.
iii. Principal - it can exist by itself, it doesn’t
need any other preliminary contract.
iv. Bilateral - both parties are bound by
obligations dependent upon each other. In
other words, it is bilateral because both parties
are obliged to perform an obligation (the seller
delivers; the buyer pays). It is reciprocal
because the one party's obligation becomes
demandable the moment the other party
performs his obligation.
v. Onerous - to acquire the rights, valuable
consideration must be given. Cause or
consideration is a general requirement for the
existence of contract.
vi. Commutative - the thing sold is considered
equivalent to price paid.
d. Requisites
i. Consent – (Art. 1475)
ART. 1475. The contract of sale is perfected at
the moment there is a meeting of minds upon
the thing which is the object of the contract and
upon the price.
1. Auction Sale - (Art. 1476)
Article 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
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of the hammer, or in 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 or
on behalf of the seller, unless otherwise
provided by law or by stipulation.
4. Where notice has not been given that a sale
by auction is subject to a right to bid on behalf
of 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 induce any person
to bid at such sale on behalf of the seller or
knowingly to take any bid from the seller or any
person employed by him. Any sale contravening
this rule may be treated as fraudulent by the
buyer. (n)
2. Reciprocal Obligation - (Art. 1479)
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 determinate thing for a price certain is binding
upon the promissor if the promise is supported
by a consideration distinct from the price.
3. Option Money v. Earnest Money - (Art.
1479 and 1482)
Art. 1482. Whenever earnest money is given in
a contract of sale, it shall be considered as part
of the price and as proof of the perfection of
the contract.
(a) earnest money is part of the purchase price,
while option money is the money given as a
distinct consideration for an option contract;
(b) earnest money is given only where there is
already a sale, while option money applies to a
sale not yet perfected; and
(c) when earnest money is given, the buyer is
bound to pay the balance, while when the
would-be buyer gives option money, he is not
required to buy.
a. Rizalino v. Paraiso Development Corporation,
GR No. 157493, 05 February 2007
b. Elements of Option Contract
An option contract has two elements: 1)
the underlying contract which is not binding
until accepted; and
2) the agreement to hold open to the optionee
the opportunity to accept. In addition, an
option contract requires consideration. If an
option is not supported by consideration, it is
considered an offer and not a contract.
i. Philippine National Oil Company v.
4. Sale by Sample v. Sale by Description - (Art.
Keppel
1481)
Art. 1481. In the contract of sale of goods by
description or by sample, the contract may be
rescinded if the bulk of the goods delivered do
not correspond with the description or the
sample, and if the contract be by sample as well
as description, it is not sufficient that the bulk
of goods correspond with the sample if they do
not also correspond with the description.
The buyer shall have a reasonable opportunity
of comparing the bulk with the description or
the sample.
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5. Who are capacitated to buy and sell?
(Art. 1489)
Art. 1489. All persons who are authorized in this
Code to obligate themselves, may enter into a
contract of sale, saving the modifications
contained in the following articles.
Where necessaries are those sold and delivered
to a minor or other person without capacity to
act, he must pay a reasonable price therefor.
Necessaries are those referred to in Article 290
6. Sale by minor and incapacitated persons –
(Art. 1327)
Art. 1327. The following cannot give consent to
a contract:
(1) Unemancipated minors;
(2) Insane or demented persons, and deaf-
mutes who do not know how to write.
Who are incapacitated to enter into a contract
of sale?
A. Absolute Incapacity – pertains to persons
who cannot bind themselves
1. Minor
2. Insane or demented persons
3. Deaf-mutes who do not know how to read
and write
Contracts entered into by a minor and other
incapacitated persons are not void but merely
voidable, subject to annulment or ratification
(Art. 1390 & 1393, CC). However, the action for
annulment cannot be instituted by the person
who is capable since he is disqualified from
alleging the incapacity of the person with whom
he contracts. (Art. 1397, CC)
When is a sale by minor or other incapacitated
person valid?
● A minor or other incapacitated person is
without legal capacity to give consent to a
contract of sale, and since consent is an
essential requisite of every contract, the
absence thereof cannot give rise to a valid sale.
Art. 1489 of the Civil Code, however, provides
that "where necessaries are sold and delivered
to a minor or other person without capacity to
act (without the intervention of the parent or
guardian), he must pay a reasonable price
therefor." The resulting contract of sale
therefore is valid and not merely voidable.
Necessaries cover everything indispensable for
sustenance, dwelling, clothing, medical
attendance, education and transportation, in
keeping with the financial capacity of the family.
Education includes his schooling or training for
some profession, trade or vocation, even
beyond the age of majority. Transportation shall
include expenses in going to and from school, or
to and from place of work. (Art. 194, Family
Code)
● The sale of real estate, made by minors who
pretend to be of legal age, when in fact they are
not, is valid, and they will not be permitted to
excuse themselves from the fulfillment of the
obligations contracted by them, or to have
them annulled (Mercado and Mercado vs.
Espiritu, 37 Phil. 265).
B. Relative Incapacity – where it exists only
with reference to certain persons or class of
property (Art. 1490-1491). The prohibition
extends to sales by virtue of legal redemption,
compromises, and renunciations.
Husband and wife to each other – except when
a separation of property was agreed upon in
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the marriage settlements, or when there has
been a judicial separation of property;
1. Guardian – as to the property of his ward;
2. Agents – as to the property whose
administration or sale has been entrusted to
them, unless consent of the principal is given;
3. Executors or administrators – as to the state
under their administration;
4. Public officers and employees – as to the
property of the State or any subdivision thereof,
or of the government-owned or controlled
corporations, the administration of which is
entrusted to them;
5. Judges and government experts who take
part in the sale of the property and rights under
litigation;
6. Aliens who are disqualified to purchase
private agricultural lands under Art. XII, Secs. 3
and 7 of the Constitution;
7. Unpaid seller having a right of lien or having
estopped the goods in transitu; and,
8. Officer holding the execution or his deputy.
a. Labagala v. Santiago, 371 SCRA 360 2001
7. Sale between spouses – (Art. 1490)
Art. 1490. The husband and the wife cannot sell
property to each other, except:
(1) When a separation of property was agreed
upon in the marriage settlements; or
(2) When there has been a judicial separation or
property under Article 191.
a. As distinguished from a sale made by
a spouse to third persons.
For marriages celebrated before 1950 (Spanish
Civil Code), any sale made by the husband even
without the wife’s consent is perfectly valid and
cannot be questioned. In turn, for those
marriages entered into between 1950 and 1987
(New Civil Code), sales made by the husband
can be challenged by his wife but only within
ten years from the time the transaction was
made. While as to marriages solemnized from
1988 onwards (New Family Code), any sale
made by either spouse of conjugal assets
without the approval of the other is void and
the right to question its validity can be done at
any time.
8. Persons prohibited to contract a sale by
reason of their profession/function - (Art. 1491)
Art. 1491. The following persons cannot acquire
by purchase, even at a public or judicial auction,
either in person or through the mediation of
another:
(1) The guardian, the property of the person or
persons who may be under his guardianship;
(2) Agents, the property whose administration
or sale may have been entrusted to them,
unless the consent of the principal has been
given;
(3) Executors and administrators, the property
of the estate under administration;
(4) Public officers and employees, the property
of the State or of any subdivision thereof, or of
any government-owned or controlled
corporation, or institution, the administration
of which has been intrusted to them; this
provision shall apply to judges and government
experts who, in any manner whatsoever, take
part in the sale;
(5) Justices, judges, prosecuting attorneys,
clerks of superior and inferior courts, and other
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officers and employees connected with the
administration of justice, the property and
rights in litigation or levied upon an execution
before the court within whose jurisdiction or
territory they exercise their respective functions;
this prohibition includes the act of acquiring by
assignment and shall apply to lawyers, with
respect to the property and rights which may be
the object of any litigation in which they may
take part by virtue of their profession.
(6) Any others specially disqualified by law.
ii. Object – (Arts. 1459 – 1465)
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.
Art. 1460. A thing is determinate when it is
particularly designated or physical segregated
from all other of the same class.
The requisite that a thing be determinate is
satisfied if 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.
Art. 1461. Things having a potential existence
may be the object of the 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.
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 after 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.
Art. 1463. The sole owner of a thing may sell an
undivided interest therein.
Art. 1464. 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 though
the number, weight or measure of the goods in
the mass is undetermined. 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 the contract of
sale.
1. Emptio Rei Speratae – (Art. 1461)
2. Emptio Spei – (Art. 1461)
Art. 1461. Things having a potential existence
may be the object of the 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.
Emptio rei speratae, is the sale of a thing not
yet in existence subject to the condition that
the thing will exist and on failure of the
condition, the contract becomes ineffective
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hence, the buyer has no obligation to pay the
price.
On the other hand, Emptio speiis the sale of the
hope itself that the thing will come into
existence, where it is agreed that the buyer will
pay the price even if the thing does
not eventually exist.
(1) In emptio rei speratae, the future thing is
certain as to itself but uncertain as to its
quantityand quality. Such sale is subject to the
condition that the thing will come into
existence (seeArt. 1545,par. 2.) whatever its
quantity or quality. In emptio spei (like the sale
of sweepstake ticket), it is notcertain that the
thing itself (winning a price) will exist, much less
its quantity and quality.
(2) In emptio rei speratae, the contract deals
with a future thing, while in emptio spei,
thecontract relates to a thing which exists or is
present the hope or expectancy.
(3) In emptio rei speratae, the sale is subject to
the condition that the thing should exist, so
thatif it does not, there will be no contract by
reason of the absence of an essential element.
On the otherhand, emptio speiproduces effect
even though the thing does not come into
existence because theobject of the contract is
the hope itself, unless it is a vain hope or
expectancy (like the sale of a
falsifiedsweepstake ticket which can never win).
3. Test of Determinability of Object
a. Atilano v. Atilano, 28 SCRA 231 1969
4. Sale of Undivided Interest – (Art. 1463)
Art. 1463. The sole owner of a thing may sell an
undivided interest therein.
SALE OF UNDIVIDED INTEREST IN A THING
The sole owner of a thing may sell the entire
thing; or only a specific portion thereof, or an
undivided interest therein and such interest
may be designated as an aliquot part of the
whole.
The legal effect of the sale of an undivided
interest in a thing is to make the buyer a co-
owner in the thing sold. As co-owner, the buyer
acquires full ownership of his part and he may,
therefore, sell it. Such sale is, of course,
limited to the portion which may be allotted
to him in the division of the thing upon the
termination of the co-ownership
Example: S is the owner of a parcel of land with
an area of 1,000 square meters. As the sole
owner, S can sell to B the entire portion; or only
500 square meters of the land by metes and
bounds in which case he becomes the sole
owner of the remaining 500 meters and B the
portion sold; or he may sell an undivided half of
the land without specially designating or
identifying the portion sold, in which case they
become co- owners.
Note: You can sell the entire land or a portion,
when it is still undivided. The law did not
require the seller to identify a particular portion
or what area.
But if there were any instances wherein there
are mistakes and fraud on the presentation of
the object? The contract is voidable if there
were any misinterpretations.
5. Sale of Undivided Share in Mass
ART. 1464. 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 inthe mass, and though
the number, weight or measure of the goods in
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the mass is undetermined. 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 makegood the
deficiency from goods of the same kind and
quality, unless a contrary intent appears.
1. Sale of share in a specific mass
Example: S is the owner of C4 rice stored in his
bodega, the exact number of cavans still
unknown. B buys 100cavans. If the content of
the bodega is 150 cavans, B becomes a co-
owner of 2/3 of the entire mass. If,however, the
mass contains only 90 cavans, S must supply the
deficit of 10 cavans of the same kind and quality.
2. Summary of the sale of share in a specific
mass.a.When the quantity of the mass is more
than the quantity sold, the parties shall become
co-owners.b.When quantity of the mass is less
than the quantity sold, the buyer becomes the
owner of the whole mass,and if there is a
deficiency of the goods sold the seller is bound
to make good the deficiency of the same kind
and quality, unless of course the contrary is
stipulated
a. Gaite v. Fonacier, 2 SCRA 831 1961
6. Effect when the object of sale is lost - (Art.
1493)
Art. 1493. If at the time the contract of sale is
perfected, the thing which is the object of the
contract has been entirely lost, the contract
shall be without any effect.
But if the thing should have been lost in part
only, the vendee may choose between
withdrawing from the contract and demanding
the remaining part, paying its price in
proportion to the total sum agreed upon.
7. Effect when the object of sale is
deteriorated - (Art. 1494)
Art. 1494. Where the parties purport a sale of
specific goods, and the goods without the
knowledge of the seller have perished in part or
have wholly or in a material part so
deteriorated in quality as to be substantially
changed in character, the buyer may at his
option treat the sale:
(1) As avoided; or
(2) As valid in all of the existing goods or in so
much thereof as have not deteriorated, and as
binding the buyer to pay the agreed price for
the goods in which the ownership will pass, if
the sale was divisible.
iii. Consideration – (Art. 1469 - 1474)
Art. 1469. In order that the price may be
considered certain, it shall be sufficient that it
be so with reference to another thing certain,
or that the determination thereof be left to the
judgment of a special person or persons.
Should such person or persons be unable or
unwilling to fix it, the contract shall be
inefficacious, unless the parties 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 fixing the price or terms by
fault 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.
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1. Requisites for Valid Price
 Real
 Must be in money or its equivalent
 Ascertainable or certain
2. Manner of Payment must be agreed upon.
a. Velasco v. CA, 51 SCRA 439 (1973)
3. Contract of Piece of Work – (Art. 1467)
a. Dino v. CA, 359 SCRA 156, 165
(1996)
4. Barter – (Art. 1468)
Barter is an act of trading goods or services
between two or more parties without the use of
money.
Art. 1468. If the consideration of the contract
consists partly in money, and partly in another
thing, the transaction shall be characterized by
the manifest 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
amount of the money or its equivalent;
otherwise, it is a sale.
iv. Delivery – (Art. 1477)
Art. 1477. The ownership of the thing sold shall
be transferred to the vendee upon the actual or
constructive delivery thereof.
1. Seller’s ability to transfer ownership, when
required?
General rule
Ownership of thing shall transfer to the vendee
upon the ACTUAL or CONSTRUCTIVE DELIVERY
of the thing sold"
OR: any manner signifying an agreement that
possession is transferred from vendor to
vendee (Art, 1496)
a. Contract of sale constitutes a RIGHT to
TRANSFER or ACQUISITION of OWNERSHIP
b. Delivery is the method of accomplishing this
right.
a. Quijada v. Court of Appeals, 299 SCRA
695, 696 (1998)
2. Types of Delivery
a. Actual - Art. 1497
i. The thing sold shall be understood as
delivered, when it is placed in the control and
possession of the vendee.
ii. Involves the physical delivery of the thing and
is usually done by the passing of a movable
thing from hand to hand
iii. Actual or manual delivery is not always
essential to the passing of title thereto, as the
parties may agree when and on what conditions
the ownership in the subject shall pass to the
buyer
iv. Delivery is generally evidenced by a written
acknowledgement of a person that he or she
has actually received the thing or the goods, as
in delivery receipts
b. Constructive - When there is a change in the
legal character without any visible change in
actual and visible custody. It is called
constructive delivery.
i. Execution of Public Instrument – (Art. 1498)
Art. 1498. When the sale is made through a
public instrument, the execution thereof shall
be equivalent to the delivery of the thing which
is the object of the contract, if from the deed
the contrary does not appear or cannot clearly
be inferred.
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With regard to movable property, its delivery
may also be made by the delivery of the keys of
the place or depository where it is stored or
kept.
ii. Symbolic Delivery – (Art. 1498) - it is
executed when the goods cannot be physically
delivered. therefore the seller hand the buyer
something as a symbol of delivery.
iii. Constitutum Possessorium – (Art. 1500)
Art. 1500. There may also be tradition
constitutum possessorium
constitutum possessorium - the original owner
remains in control of the goods but transfers
possession to the new and legal owner.
iv. Traditio Brevi Manu – (Art. 1499)
Traditio Brevi Manu (delivery with short hand)-
it is an act when a good is transferred to the
person who is already in possession of the item,
although not as the owner of the item.
Art. 1499. The delivery of movable property
may likewise be made by the mere consent or
agreement of the contracting parties, if the
thing sold cannot be transferred to the
possession of the vendee at the time of the sale,
or if the latter already had it in his possession
for any other reason.
v. Tradition Longa Manu – (Art. 1499)
Traditio Longa Manu (delivery with long hand)-
it happens when the seller points out to the
buyer the thing in sight that is being sold.
3. Contract to sell – (Art. 1478 and 1524)
A Contract to Sell refers to an agreement
between a seller and a buyer. The contract
shows that the seller promises to sell something
to the buyer and the buyer also promises the
seller the buy the property. However, the
contract does not instantly transfer the right to
the buyer even when this contract is signed.
There are still conditions that have to be
fulfilled by one or both parties before transfer
of ownership can take place. The Deed of
Absolute sale will only be executed once the
conditions stated in the Contract to Sell have
been met.
Art. 1478. The parties may stipulate that
ownership in the thing shall not pass to the
purchaser until he has fully paid the price.
Art. 1524. The vendor shall not be bound to
deliver the thing sold, if the vendee has not paid
him the price, or if no period for the payment
has been fixed in the contract.
4. Place and Time of Delivery – (Art. 1521)
Art. 1521. Whether it is for the buyer to take
possession of the goods or of the seller to send
them to the buyer is a question depending in
each case on the contract, express or implied,
between the parties. Apart from any such
contract, express or implied, or usage of trade
to the contrary, the place of delivery is the
seller's place of business if he has one, and if
not his residence; but in case of a contract of
sale of specific goods, which to the knowledge
of the parties when the contract or the sale was
made were in some other place, then that place
is the place of delivery.
Where by a contract of sale the seller is bound
to send the goods to the buyer, but no time for
sending them is fixed, the seller is bound to
send them within a reasonable time.
Where the goods at the time of sale are in the
possession of a third person, the seller has not
fulfilled his obligation to deliver to the buyer
unless and until such third person
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acknowledges to the buyer that he holds the
goods on the buyer's behalf.
Demand or tender of delivery may be treated as
ineffectual unless made at a reasonable hour.
What is a reasonable hour is a question of fact.
Unless otherwise agreed, the expenses of and
incidental to putting the goods into a
deliverable state must be borne by the seller.
5. Partial delivery
A partial delivery is a type of delivery when an
order is divided into two or more smaller orders
with different delivery dates.
e. Forms of Contract of Sale – (Art. 1483)
Art. 1483. Subject to the provisions of the
Statute of Frauds and of any other applicable
statute, 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.
II. OBLIGATIONS OF THE VENDOR
a. When is the thing considered delivered? -
(Arts. 1495-1497)
Art. 1495. The vendor is bound to transfer the
ownership of and deliver, as well as warrant the
thing which is the object of the sale.
Art. 1496. The ownership of the thing sold is
acquired by the vendee from the moment it is
delivered to him in any of the ways specified in
Articles 1497 to 1501, or in any other manner
signifying an agreement that the possession is
transferred from the vendor to the vendee.
Art. 1497. The thing sold shall be understood as
delivered, when it is placed in the control and
possession of the vendee.
b. Delivery of personal and real properties –
(Art. 1498)
Art. 1498. When the sale is made through a
public instrument, the execution thereof shall
be equivalent to the delivery of the thing which
is the object of the contract, if from the deed
the contrary does not appear or cannot clearly
be inferred.
With regard to movable property, its delivery
may also be made by the delivery of the keys of
the place or depository where it is stored or
kept.
c. Delivery when there is “Sale on Approval” –
(Art. 1502)
When goods are delivered to the buyer on
approval or on trial or on satisfaction, or other
similar terms, the ownership therein passes to
the buyer:
(1) When he signifies his approval or acceptance
to the seller or does any other act adopting the
transaction;
(2) If he does not signify his approval or
acceptance to the seller, but retains the goods
without giving notice of rejection, then if a time
has been fixed for the return of the goods, on
the expiration of such time, and, if no time has
been fixed, on the expiration of a reasonable
time. What is a reasonable time is a question of
fact.
d. Delivery when there is “Sale or Return” –
(Art. 1502)
Art. 1502. When goods are delivered to the
buyer "on sale or return" to give the buyer an
option to return the goods instead of paying the
price, the ownership passes to the buyer of
delivery, but he may revest the ownership in
the seller by returning or tendering the goods
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within the time fixed in the contract, or, if no
time has been fixed, within a reasonable time.
e. Delivery of specific goods – (Art. 1503)
Art. 1503. When there is a contract of sale of
specific goods, the seller may, by the terms of
the contract, reserve the right of possession or
ownership in the goods until certain conditions
have been fulfilled. The right of possession or
ownership may be thus reserved
notwithstanding the delivery of the goods to
the buyer or to a carrier or other bailee for the
purpose of transmission to the buyer.
f. Delivery by bill of lading/agent – (Art. 1503)
Where goods are shipped, and by the bill of
lading the goods are deliverable to the seller or
his agent, or to the order of the seller or of his
agent, the seller thereby reserves the
ownership in the goods. But, if except for the
form of the bill of lading, the ownership would
have passed to the buyer on shipment of the
goods, the seller's property in the goods shall
be deemed to be only for the purpose of
securing performance by the buyer of his
obligations under the contract.
Where goods are shipped, and by the bill of
lading the goods are deliverable to order of the
buyer or of his agent, but possession of the bill
of lading is retained by the seller or his agent,
the seller thereby reserves a right to the
possession of the goods as against the buyer.
g. Delivery with payment of bill of exchange –
(Art. 1503)
Where the seller of goods draws on the buyer
for the price and transmits the bill of exchange
and bill of lading together to the buyer to
secure acceptance or payment of the bill of
exchange, the buyer is bound to return the bill
of lading if he does not honor the bill of
exchange, and if he wrongfully retains the bill of
lading he acquires no added right thereby. If,
however, the bill of lading provides that the
goods are deliverable to the buyer or to the
order of the buyer, or is indorsed in blank, or to
the buyer by the consignee named therein, one
who purchases in good faith, for value, the bill
of lading, or goods from the buyer will obtain
the ownership in the goods, although the bill of
exchange has not been honored, provided that
such purchaser has received delivery of the bill
of lading indorsed by the consignee named
therein, or of the goods, without notice of the
facts making the transfer wrongful.
h. Delivery of accessions and accessories – (Art.
1537)
Art. 1537. The vendor is bound to deliver the
thing sold and its accessions and accessories in
the condition in which they were upon the
perfection of the contract.
All the fruits shall pertain to the vendee from
the day on which the contract was perfected.
i. Loss, deterioration, or improvement before
delivery – (Art. 1538)
Art. 1538. In case of loss, deterioration or
improvement of the thing before its delivery,
the rules in Article 1189 shall be observed, the
vendor being considered the debtor.
Art. 1189. When the conditions have been
imposed with the intention of suspending the
efficacy of an obligation to give, the following
rules shall be observed in case of the
improvement, loss or deterioration of the thing
during the pendency of the condition:
(1) If the thing is lost without the fault of the
debtor, the obligation shall be extinguished;
11
(2) If the thing is lost through the fault of the
debtor, he shall be obliged to pay damages; it is
understood that the thing is lost when it
perishes, or goes out of commerce, or
disappears in such a way that its existence is
unknown or it cannot be recovered;
(3) When the thing deteriorates without the
fault of the debtor, the impairment is to be
borne by the creditor;
(4) If it deteriorates through the fault of the
debtor, the creditor may choose between the
rescission of the obligation and its fulfillment,
with indemnity for damages in either case;
(5) If the thing is improved by its nature, or by
time, the improvement shall inure to the
benefit of the creditor;
(6) If it is improved at the expense of the debtor,
he shall have no other right than that granted
to the usufructuary.
j. Delivery and acceptance of object as
stipulated in the contract – (Art. 1539)
Art. 1539. The obligation to deliver the thing
sold includes that of placing in the control of
the vendee all that is mentioned in the contract,
in conformity with the following rules:
If the sale of real estate should be made with a
statement of its area, at the rate of a certain
price for a unit of measure or number, the
vendor shall be obliged to deliver to the vendee,
if the latter should demand it, all that may have
been stated in the contract; but, should this be
not possible, the vendee may choose between a
proportional reduction of the price and the
rescission of the contract, provided that, in the
latter case, the lack in the area be not less than
one-tenth of that stated.
The same shall be done, even when the area is
the same, if any part of the immovable is not of
the quality specified in the contract.
The rescission, in this case, shall only take place
at the will of the vendee, when the inferior
value of the thing sold exceeds one-tenth of the
price agreed upon.
Nevertheless, if the vendee would not have
bought the immovable had he known of its
smaller area of inferior quality, he may rescind
the sale.
k. Delivery and acceptance of immovable
objects – (Art. 1540-1542)
Art. 1540. If, in the case of the preceding article,
there is a greater area or number in the
immovable than that stated in the contract, the
vendee may accept the area included in the
contract and reject the rest. If he accepts the
whole area, he must pay for the same at the
contract rate. (1470a)
Art. 1541. The provisions of the two preceding
articles shall apply to judicial sales. (n)
Art. 1542. In the sale of real estate, made for a
lump sum and not at the rate of a certain sum
for a unit of measure or number, there shall be
no increase or decrease of the price, although
there be a greater or less area or number than
that stated in the contract.
The same rule shall be applied when two or
more immovables as sold for a single price; but
if, besides mentioning the boundaries, which is
indispensable in every conveyance of real
estate, its area or number should be designated
in the contract, the vendor shall be bound to
deliver all that is included within said
boundaries, even when it exceeds the area or
number specified in the contract; and, should
he not be able to do so, he shall suffer a
12
reduction in the price, in proportion to what is
lacking in the area or number, unless the
contract is rescinded because the vendee does
not accede to the failure to deliver what has
been stipulated
l. Rules on Double Sale – (Art. 1544)
Art. 1544. If the same thing should have been
sold to different vendees, the ownership shall
be transferred to the person who may have first
taken possession thereof in good faith, if it
should be movable property.
Should it be immovable property, the
ownership shall belong to the person acquiring
it who in good faith first recorded it in the
Registry of Property.
Should there be no inscription, the ownership
shall pertain to the person who in good faith
was first in the possession; and, in the absence
thereof, to the person who presents the oldest
title, provided there is good faith.
III. OBLIGATIONS OF THE VENDEE
a. Acceptance of the thing sold – (Arts. 1582-
1588)
Art. 1582. The vendee is bound to accept
delivery and to pay the price of the thing sold at
the time and place stipulated in the contract.
If the time and place should not have been
stipulated, the payment must be made at the
time and place of the delivery of the thing sold.
Art. 1583. Unless otherwise agreed, the buyer
of goods is not bound to accept delivery thereof
by installments.
Where there is a contract of sale of goods to be
delivered by stated installments, which are to
be separately paid for, and the seller makes
defective deliveries in respect of one or more
instalments, or the buyer neglects or refuses
without just cause to take delivery of or pay for
one more instalments, it depends in each case
on the terms of the contract and the
circumstances of the case, whether the breach
of contract is so material as to justify the
injured party in refusing to proceed further and
suing for damages for breach of the entire
contract, or whether the breach is severable,
giving rise to a claim for compensation but not
to a right to treat the whole contract as broken.
Art. 1584. Where goods are delivered to the
buyer, which he has not previously examined,
he is not deemed to have accepted them unless
and until he has had a reasonable opportunity
of examining them for the purpose of
ascertaining whether they are in conformity
with the contract if there is no stipulation to the
contrary.
Unless otherwise agreed, when the seller
tenders delivery of goods to the buyer, he is
bound, on request, to afford the buyer a
reasonable opportunity of examining the goods
for the purpose of ascertaining whether they
are in conformity with the contract.
Where goods are delivered to a carrier by the
seller, in accordance with an order from or
agreement with the buyer, upon the terms that
the goods shall not be delivered by the carrier
to the buyer until he has paid the price,
whether such terms are indicated by marking
the goods with the words "collect on delivery,"
or otherwise, the buyer is not entitled to
examine the goods before the payment of the
price, in the absence of agreement or usage of
trade permitting such examination.
Art. 1585. The buyer is deemed to have
accepted the goods when he intimates to the
seller that he has accepted them, or when the
13
goods have been delivered to him, and he does
any act in relation to them which is inconsistent
with the ownership of the seller, or when, after
the lapse of a reasonable time, he retains the
goods without intimating to the seller that he
has rejected them.
Art. 1586. In the absence of express or implied
agreement of the parties, acceptance of the
goods by the buyer shall not discharge the seller
from liability in damages or other legal remedy
for breach of any promise or warranty in the
contract of sale. But, if, after acceptance of the
goods, the buyer fails to give notice to the seller
of the breach in any promise of warranty within
a reasonable time after the buyer knows, or
ought to know of such breach, the seller shall
not be liable therefor.
Art. 1587. Unless otherwise agreed, where
goods are delivered to the buyer, and he
refuses to accept them, having the right so to
do, he is not bound to return them to the seller,
but it is sufficient if he notifies the seller that he
refuses to accept them. If he voluntarily
constitutes himself a depositary thereof, he
shall be liable as such.
Art. 1588. If there is no stipulation as specified
in the first paragraph of article 1523, when the
buyer's refusal to accept the goods is without
just cause, the title thereto passes to him from
the moment they are placed at his disposal.
b. Payment of interest – (Art. 1589)
Art. 1589. The vendee shall owe interest for the
period between the delivery of the thing and
the payment of the price, in the following three
cases:
(1) Should it have been so stipulated;
(2) Should the thing sold and delivered produce
fruits or income;
(3) Should he be in default, from the time of
judicial or extrajudicial demand for the payment
of the price
c. Suspension of Payment of the Price – (Art.
1590)
Art. 1590. Should the vendee be disturbed in
the possession or ownership of the thing
acquired, or should he have reasonable grounds
to fear such disturbance, by a vindicatory action
or a foreclosure of mortgage, he may suspend
the payment of the price until the vendor has
caused the disturbance or danger to cease,
unless the latter gives security for the return of
the price in a proper case, or it has been
stipulated that, notwithstanding any such
contingency, the vendee shall be bound to
make the payment. A mere act of trespass shall
not authorize the suspension of the payment of
the price.
IV. RIGHTS OF VENDOR
a. Unpaid seller – (Art. 1525)
Art. 1525. The seller of goods is deemed to be
an unpaid seller within the meaning of this
Title:
(1) When the whole of the price has not been
paid or tendered;
(2) When a bill of exchange or other negotiable
instrument has been received as conditional
payment, and the condition on which it was
received has been broken by reason of the
dishonor of the instrument, the insolvency of
the buyer, or otherwise.
i. Rights of unpaid seller – (Art. 1524)
Art. 1524. The vendor shall not be bound to
deliver the thing sold, if the vendee has not paid
him the price, or if no period for the payment
has been fixed in the contract.
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ii. Remedies of unpaid seller – (Art. 1526)
Art. 1526. Subject to the provisions of this Title,
notwithstanding that the ownership in the
goods may have passed to the buyer, the
unpaid seller of goods, as such, has:
(1) A lien on the goods or right to retain them
for the price while he is in possession of them;
(2) In case of the insolvency of the buyer, a right
of stopping the goods in transitu after he has
parted with the possession of them;
(3) A right of resale as limited by this Title;
(4) A right to rescind the sale as likewise limited
by this Title.
Where the ownership in the goods has not
passed to the buyer, the unpaid seller has, in
addition to his other remedies a right of
withholding delivery similar to and coextensive
with his rights of lien and stoppage in transitu
where the ownership has passed to the buyer.
1. Lien - (Art. 1527)
Art. 1527. Subject to the provisions of this Title,
the unpaid seller of goods who is in possession
of them is entitled to retain possession of them
until payment or tender of the price in the
following cases, namely:
(1) Where the goods have been sold without
any stipulation as to credit;
(2) Where the goods have been sold on credit,
but the term of credit has expired;
(3) Where the buyer becomes insolvent.
The seller may exercise his right of lien
notwithstanding that he is in possession of the
goods as agent or bailee for the buyer.
2. Stoppage in transit – (Arts. 1530-1532)
Art. 1530. Subject to the provisions of this Title,
when the buyer of goods is or becomes
insolvent, the unpaid seller who has parted with
the possession of the goods has the right of
stopping them in transitu, that is to say, he may
resume possession of the goods at any time
while they are in transit, and he will then
become entitled to the same rights in regard to
the goods as he would have had if he had never
parted with the possession.
Art. 1531. Goods are in transit within the
meaning of the preceding article:
(1) From the time when they are delivered to a
carrier by land, water, or air, or other bailee for
the purpose of transmission to the buyer, until
the buyer, or his agent in that behalf, takes
delivery of them from such carrier or other
bailee;
(2) If the goods are rejected by the buyer, and
the carrier or other bailee continues in
possession of them, even if the seller has
refused to receive them back.
Goods are no longer in transit within the
meaning of the preceding article:
(1) If the buyer, or his agent in that behalf,
obtains delivery of the goods before their
arrival at the appointed destination;
(2) If, after the arrival of the goods at the
appointed destination, the carrier or other
bailee acknowledges to the buyer or his agent
that he holds the goods on his behalf and
continues in possession of them as bailee for
the buyer or his agent; and it is immaterial that
further destination for the goods may have
been indicated by the buyer;
15
(3) If the carrier or other bailee wrongfully
refuses to deliver the goods to the buyer or his
agent in that behalf.
If the goods are delivered to a ship, freight train,
truck, or airplane chartered by the buyer, it is a
question depending on the circumstances of the
particular case, whether they are in the
possession of the carrier as such or as agent of
the buyer.
If part delivery of the goods has been made to
the buyer, or his agent in that behalf, the
remainder of the goods may be stopped in
transitu, unless such part delivery has been
under such circumstances as to show an
agreement with the buyer to give up possession
of the whole of the goods. (n)
Art. 1532. The unpaid seller may exercise his
right of stoppage in transitu either by obtaining
actual possession of the goods or by giving
notice of his claim to the carrier or other bailee
in whose possession the goods are. Such notice
may be given either to the person in actual
possession of the goods or to his principal. In
the latter case the notice, to be effectual, must
be given at such time and under such
circumstances that the principal, by the exercise
of reasonable diligence, may prevent a delivery
to the buyer.
When notice of stoppage in transitu is given by
the seller to the carrier, or other bailee in
possession of the goods, he must redeliver the
goods to, or according to the directions of, the
seller. The expenses of such delivery must be
borne by the seller. If, however, a negotiable
document of title representing the goods has
been issued by the carrier or other bailee, he
shall not obliged to deliver or justified in
delivering the goods to the seller unless such
document is first surrendered for cancellation.
3. Resale – (Art. 1533)
Art. 1533. Where the goods are of perishable
nature, or where the seller expressly reserves
the right of resale in case the buyer should
make default, or where the buyer has been in
default in the payment of the price for an
unreasonable time, an unpaid seller having a
right of lien or having stopped the goods in
transitu may resell the goods. He shall not
thereafter be liable to the original buyer upon
the contract of sale or for any profit made by
such resale, but may recover from the buyer
damages for any loss occasioned by the breach
of the contract of sale.
Where a resale is made, as authorized in this
article, the buyer acquires a good title as
against the original buyer.
It is not essential to the validity of resale that
notice of an intention to resell the goods be
given by the seller to the original buyer. But
where the right to resell is not based on the
perishable nature of the goods or upon an
express provision of the contract of sale, the
giving or failure to give such notice shall be
relevant in any issue involving the question
whether the buyer had been in default for an
unreasonable time before the resale was made.
It is not essential to the validity of a resale that
notice of the time and place of such resale
should be given by the seller to the original
buyer.
The seller is bound to exercise reasonable care
and judgment in making a resale, and subject to
this requirement may make a resale either by
public or private sale. He cannot, however,
directly or indirectly buy the goods.
4. Rescission – (Art. 1534)
Art. 1534. An unpaid seller having the right of
16
lien or having stopped the goods in transitu,
may rescind the transfer of title and resume the
ownership in the goods, where he expressly
reserved the right to do so in case the buyer
should make default, or where the buyer has
been in default in the payment of the price for
an unreasonable time. The seller shall not
thereafter be liable to the buyer upon the
contract of sale, but may recover from the
buyer damages for any loss occasioned by the
breach of the contract.
The transfer of title shall not be held to have
been rescinded by an unpaid seller until he has
manifested by notice to the buyer or by some
other overt act an intention to rescind. It is not
necessary that such overt act should be
communicated to the buyer, but the giving or
failure to give notice to the buyer of the
intention to rescind shall be relevant in any
issue involving the question whether the buyer
had been in default for an unreasonable time
before the right of rescission was asserted.
V. CONDITIONS AND WARRANTIES
a. Condition – (Art. 1545)
Art. 1545. Where the obligation of either party
to a contract of sale is subject to any condition
which is not performed, such party may refuse
to proceed with the contract or he may waive
performance of the condition. If the other party
has promised that the condition should happen
or be performed, such first mentioned party
may also treat the nonperformance of the
condition as a breach of warranty.
Where the ownership in the thing has not
passed, the buyer may treat the fulfillment by
the seller of his obligation to deliver the same
as described and as warranted expressly or by
implication in the contract of sale as a condition
of the obligation of the buyer to perform his
promise to accept and pay for the thing.
b. Warranty – (Art. 1546-1547)
Art. 1546. Any affirmation of fact or any
promise by the seller relating to the thing is an
express warranty if the natural tendency of
such affirmation or promise is to induce the
buyer to purchase the same, and if the buyer
purchase the thing relying thereon. No
affirmation of the value of the thing, nor any
statement purporting to be a statement of the
seller's opinion only, shall be construed as a
warranty, unless the seller made such
affirmation or statement as an expert and it was
relied upon by the buyer. (n)
Art. 1547. In a contract of sale, unless a
contrary intention appears, there is:
(1) An implied warranty on the part of the seller
that he has a right to sell the thing at the time
when the ownership is to pass, and that the
buyer shall from that time have and enjoy the
legal and peaceful possession of the thing;
(2) An implied warranty that the thing shall be
free from any hidden faults or defects, or any
charge or encumbrance not declared or known
to the buyer.
This Article shall not, however, be held to
render liable a sheriff, auctioneer, mortgagee,
pledgee, or other person professing to sell by
virtue of authority in fact or law, for the sale of
a thing in which a third person has a legal or
equitable interest.
i. Implied Warranty (under RA 7394 -
Consumer Act of the Philippines)
1. Implied Warranty of Merchantability (Art.
68 of RA 7394)
17
a. Duration
Duration of warranty. – The seller and the
consumer may stipulate the period within
which the express warranty shall be enforceable.
If the implied warranty on merchantability
accompanies an express warranty, both will be
of equal duration.
Any other implied warranty shall endure not
less than sixty (60) days nor more than one (1)
year following the sale of new consumer
products.
b. Breach of Warranties
(1) In case of breach of express warranty, the
consumer may elect to have the goods repaired
or its purchase price refunded by the warrantor.
In case the repair of the product in whole or in
part is elected, the warranty work must be
made to conform to the express warranty
within thirty (30) days by either the warrantor
or his representative. The thirty-day period,
however, may be extended by conditions which
are beyond the control of the warrantor or his
representative. In case the refund of the
purchase price is elected, the amount directly
attributable to the use of the consumer prior to
the discovery of the non-conformity shall be
deducted.
(2) In case of breach of implied warranty, the
consumer may retain in the goods and recover
damages, or reject the goods, cancel and
contract and recover from the seller so much of
the purchase price as has been paid, including
damages.
2. Warranties in Supply of Services (Art. 69 of
RA 7394)
a) In every contract for the supply of services to
a consumer made by a seller in the course of a
business, there is an implied warranty that the
service will be rendered with due care and skill
and that any material supplied in connection
with such services will be reasonably fit for the
purpose for which it is supplied.
b) Where a seller supplies consumer services in
the course of a business and the consumer,
expressly or by implication, makes known to the
seller the particular purpose for which the
services are required, there is an implied
warranty that the services supplied under the
contract and any material supplied in
connection therewith will be reasonably fit for
that purpose or are of such a nature or quality
that they might reasonably be expected to
achieve that result, unless the circumstances
show that the consumer does not rely or that it
is unreasonable for him to rely, on the seller's
skill or judgment.
ii. Warranty Against Eviction (Arts. 1548 – 1560)
Art. 1548. Eviction shall take place whenever by
a final judgment based on a right prior to the
sale or an act imputable to the vendor, the
vendee is deprived of the whole or of a part of
the thing purchased.
The vendor shall answer for the eviction even
though nothing has been said in the contract on
the subject.
The contracting parties, however, may increase,
diminish, or suppress this legal obligation of the
vendor. (1475a)
Art. 1549. The vendee need not appeal from the
decision in order that the vendor may become
liable for eviction. (n)
Art. 1550. When adverse possession had been
commenced before the sale but the prescriptive
period is completed after the transfer, the
vendor shall not be liable for eviction.
18
iii. Warranty Against Hidden Defects (Arts.
1561-1581)
Art. 1561. The vendor shall be responsible for
warranty against the hidden defects which the
thing sold may have, should they render it unfit
for the use for which it is intended, or should
they diminish its fitness for such use to such an
extent that, had the vendee been aware thereof,
he would not have acquired it or would have
given a lower price for it; but said vendor shall
not be answerable for patent defects or those
which may be visible, or for those which are not
visible if the vendee is an expert who, by reason
of his trade or profession, should have known
them.
Art. 1562. In a sale of goods, there is an implied
warranty or condition as to the quality or fitness
of the goods, as follows:
(1) Where the buyer, expressly or by implication,
makes known to the seller the particular
purpose for which the goods are acquired, and
it appears that the buyer relies on the seller's
skill or judgment (whether he be the grower or
manufacturer or not), there is an implied
warranty that the goods shall be reasonably fit
for such purpose;
(2) Where the goods are brought by description
from a seller who deals in goods of that
description (whether he be the grower or
manufacturer or not), there is an implied
warranty that the goods shall be of
merchantable quality.
Art. 1563. In the case of contract of sale of a
specified article under its patent or other trade
name, there is no warranty as to its fitness for
any particular purpose, unless there is a
stipulation to the contrary.
Art. 1564. An implied warranty or condition as
to the quality or fitness for a particular purpose
may be annexed by the usage of trade.
Art. 1565. In the case of a contract of sale by
sample, if the seller is a dealer in goods of that
kind, there is an implied warranty that the
goods shall be free from any defect rendering
them unmerchantable which would not be
apparent on reasonable examination of the
sample.
Art. 1566. The vendor is responsible to the
vendee for any hidden faults or defects in the
thing sold, even though he was not aware
thereof.
This provision shall not apply if the contrary has
been stipulated, and the vendor was not aware
of the hidden faults or defects in the thing sold.
Art. 1567. In the cases of Articles 1561, 1562,
1564, 1565 and 1566, the vendee may elect
between withdrawing from the contract and
demanding a proportionate reduction of the
price, with damages in either case.
Art. 1568. If the thing sold should be lost in
consequence of the hidden faults, and the
vendor was aware of them, he shall bear the
loss, and shall be obliged to return the price and
refund the expenses of the contract, with
damages. If he was not aware of them, he shall
only return the price and interest thereon, and
reimburse the expenses of the contract which
the vendee might have paid.
Art. 1569. If the thing sold had any hidden fault
at the time of the sale, and should thereafter be
lost by a fortuitous event or through the fault of
the vendee, the latter may demand of the
vendor the price which he paid, less the value
which the thing had when it was lost.
19
If the vendor acted in bad faith, he shall pay
damages to the vendee.
Art. 1570. The preceding articles of this
Subsection shall be applicable to judicial sales,
except that the judgment debtor shall not be
liable for damages.
Art. 1571. Actions arising from the provisions of
the preceding ten articles shall be barred after
six months, from the delivery of the thing sold.
Art. 1572. If two or more animals are sold
together, whether for a lump sum or for a
separate price for each of them, the redhibitory
defect of one shall only give rise to its
redhibition, and not that of the others; unless it
should appear that the vendee would not have
purchased the sound animal or animals without
the defective one.
The latter case shall be presumed when a team,
yoke pair, or set is bought, even if a separate
price has been fixed for each one of the animals
composing the same.
Art. 1573. The provisions of the preceding
article with respect to the sale of animals shall
in like manner be applicable to the sale of other
things.
Art. 1574. There is no warranty against hidden
defects of animals sold at fairs or at public
auctions, or of live stock sold as condemned.
Art. 1575. The sale of animals suffering from
contagious diseases shall be void.
A contract of sale of animals shall also be void if
the use or service for which they are acquired
has been stated in the contract, and they are
found to be unfit therefor. (1494a)
Art. 1576. If the hidden defect of animals, even
in case a professional inspection has been made,
should be of such a nature that expert
knowledge is not sufficient to discover it, the
defect shall be considered as redhibitory.
But if the veterinarian, through ignorance or
bad faith should fail to discover or disclose it, he
shall be liable for damages.
Art. 1577. The redhibitory action, based on the
faults or defects of animals, must be brought
within forty days from the date of their delivery
to the vendee.
This action can only be exercised with respect
to faults and defects which are determined by
law or by local customs.
Art. 1578. If the animal should die within three
days after its purchase, the vendor shall be
liable if the disease which cause the death
existed at the time of the contract.
Art. 1579. If the sale be rescinded, the animal
shall be returned in the condition in which it
was sold and delivered, the vendee being
answerable for any injury due to his negligence,
and not arising from the redhibitory fault or
defect.
Art. 1580. In the sale of animals with
redhibitory defects, the vendee shall also enjoy
the right mentioned in article 1567; but he must
make use thereof within the same period which
has been fixed for the exercise of the
redhibitory action.
Art. 1581. The form of sale of large cattle shall
be governed by special laws.
20

VI. INSTALLMENT SALES
a. Recto Law – Act. No. 4122
Recto Law covers sales of personal property on
installment basis. Recto Law falls Article 1484
the Civil Code of the Philippines which is stated
in the following manner:
“Article 1484. In a contract of sale of personal
property, the price of which is payable in
installments, the vendor may exercise any of
the following remedies:
Exact fulfillment of the obligation, should the
vendee fail to pay;
Cancel the sale, should the vendee’s failure to
pay cover two or more installments;
Foreclose the chattel mortgage on the thing
sold, if one has been constituted, should the
vendee’s failure to pay cover two or more
installments. 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.”
 Recto Law applies only to sale of
personal property on installment basis
 The seller may cancel the contract of
sale in case the buyer fails to pay two or
more installments
 In case the buyer fails to pay two or
more installments, the seller may
foreclose the mortgage if one has been
constituted
i. Spouses Alfredo v. PCI Leasing, GR No.
139233, 11 November 2005
b. Maceda Law – R.A. No. 6552
Republic Act No. 6552, otherwise known as the
"Realty Installment Buyer Protection Act", or
more popularly the "Maceda Law", was
approved on August 26, 1972 to protect real
property owners from inequitable conditions
imposed on sale transactions involving real
estate purchase financed through installment
basis. .
Under the Maceda Law, buyers of real
properties who have paid at least two (2) year
installments but defaults in the payment of the
remaining installments, and the contract is
thereafter cancelled, are given the benefit of,
among others, the refund of a percentage of
the cash surrender value of the payments on
the property
i. Covered Properties – (Sec. 2)
Section 2. It is hereby declared a public policy to
protect buyers of real estate on installment
payments against onerous and oppressive
conditions.
ii. Rights of buyer in case of default in
payments – (Sec. 3)
Section 3. In all transactions or contracts
involving the sale or financing of real estate on
installment payments, including residential
condominium apartments but excluding
industrial lots, commercial buildings and sales
to tenants under Republic Act Numbered Thirty-
eight hundred forty-four, as amended by
Republic Act Numbered Sixty-three hundred
eighty-nine, where the buyer has paid at least
two years of installments, the buyer is entitled
to the following rights in case he defaults in the
payment of succeeding installments:
(a) To pay, without additional interest, the
unpaid installments due within the total grace
period earned by him which is hereby fixed at
21
the rate of one month grace period for every
one year of installment payments made:
Provided, That this right shall be exercised by
the buyer only once in every five years of the
life of the contract and its extensions, if any.
(b) If the contract is canceled, the seller shall
refund to the buyer the cash surrender value of
the payments on the property equivalent to
fifty per cent of the total payments made, and,
after five years of installments, an additional
five per cent every year but not to exceed
ninety per cent of the total payments made:
Provided, That the actual cancellation of the
contract shall take place after thirty days from
receipt by the buyer of the notice of
cancellation or the demand for rescission of the
contract by a notarial act and upon full payment
of the cash surrender value to the buyer.
Down payments, deposits or options on the
contract shall be included in the computation of
the total number of installment payments
made.lawphi1™
iii. Grace period – (Sec. 4)
Section 4. In case where less than two years of
installments were paid, the seller shall give the
buyer a grace period of not less than sixty days
from the date the installment became due.
If the buyer fails to pay the installments due at
the expiration of the grace period, the seller
may cancel the contract after thirty days from
receipt by the buyer of the notice of
cancellation or the demand for rescission of the
contract by a notarial act.
iv. Right to assign and sell the buyer’s interest
– (Sec. 5)
Section 5. Under Section 3 and 4, the buyer
shall have the right to sell his rights or assign
the same to another person or to reinstate the
contract by updating the account during the
grace period and before actual cancellation of
the contract. The deed of sale or assignment
shall be done by notarial act.
v. Advance Payment – (Sec. 6)
Section 6. The buyer shall have the right to pay
in advance any installment or the full unpaid
balance of the purchase price any time without
interest and to have such full payment of the
purchase price annotated in the certificate of
title covering the property.
vi. Void stipulations – (Sec. 7)
Section 7. Any stipulation in any contract
hereafter entered into contrary to the
provisions of Sections 3, 4, 5 and 6, shall be null
and void.
c. Condominium Law – P.D. 957
i. Requirements for Registration – (Sec. 4)
Section 4. Registration of Projects The
registered owner of a parcel of land who wishes
to convert the same into a subdivision project
shall submit his subdivision plan to the
Authority which shall act upon and approve the
same, upon a finding that the plan complies
with the Subdivision Standards' and Regulations
enforceable at the time the plan is submitted.
The same procedure shall be followed in the
case of a plan for a condominium project except
that, in addition, said Authority shall act upon
and approve the plan with respect to the
building or buildings included in the
condominium project in accordance with the
National Building Code (R.A. No. 6541).
The subdivision plan, as so approved, shall then
be submitted to the Director of Lands for
approval in accordance with the procedure
prescribed in Section 44 of the Land
22
Registration Act (Act No. 496, as amended by
R.A. No. 440): Provided, that it case of complex
subdivision plans, court approval shall no longer
be required. The condominium plan as likewise
so approved, shall be submitted to the Register
of Deeds of the province or city in which the
property lies and the same shall be acted upon
subject to the conditions and in accordance
with the procedure prescribed in Section 4 of
the Condominium Act (R.A. No. 4726).
The owner or the real estate dealer interested
in the sale of lots or units, respectively, in such
subdivision project or condominium project
shall register the project with the Authority by
filing therewith a sworn registration statement
containing the following information:
(a) Name of the owner;
(b) The location of the owner's principal
business office, and if the owner is a non-
resident Filipino, the name and address of his
agent or representative in the Philippines is
authorized to receive notice;
(c) The names and addresses of all the directors
and officers of the business firm, if the owner
be a corporation, association, trust, or other
entity, and of all the partners, if it be a
partnership;
(d) The general character of the business
actually transacted or to be transacted by the
owner; and
(e) A statement of the capitalization of the
owner, including the authorized and
outstanding amounts of its capital stock and the
proportion thereof which is paid-up.
The following documents shall be attached to
the registration statement:
(a) A copy of the subdivision plan or
condominium plan as approved in accordance
with the first and second paragraphs of this
section.
(b) A copy of any circular, prospectus, brochure,
advertisement, letter, or communication to be
used for the public offering of the subdivision
lots or condominium units;
(c) In case of a business firm, a balance sheet
showing the amount and general character of
its assets and liabilities and a copy of its articles
of incorporation or articles of partnership or
association, as the case may be, with all the
amendments thereof and existing by-laws or
instruments corresponding thereto.
(d) A title to the property which is free from all
liens and encumbrances: Provided, however,
that in case any subdivision lot or condominium
unit is mortgaged, it is sufficient if the
instrument of mortgage contains a stipulation
that the mortgagee shall release the mortgage
on any subdivision lot or condominium unit as
soon as the full purchase price for the same is
paid by the buyer.
The person filing the registration statement
shall pay the registration fees prescribed
therefor by the Authority.
Thereupon, the Authority shall immediately
cause to be published a notice of the filing of
the registration statement at the expense of the
applicant-owner or dealer, in two newspapers
general circulation, one published in English and
another in Pilipino, once a week for two
consecutive weeks, reciting that a registration
statement for the sale of subdivision lots or
condominium units has been filed in the
National Housing Authority; that the aforesaid
registration statement, as well as the papers
23
attached thereto, are open to inspection during
business hours by interested parties, under
such regulations as the Authority may impose;
and that copies thereof shall be furnished to
any party upon payment of the proper fees.
The subdivision project of the condominium
project shall be deemed registered upon
completion of the above publication
requirement. The fact of such registration shall
be evidenced by a registration certificate to be
issued to the applicant-owner or dealer.
ii. License to sell and performance bond – (Sec.
5-6)
Section 5. License to sell. Such owner or dealer
to whom has been issued a registration
certificate shall not, however, be authorized to
sell any subdivision lot or condominium unit in
the registered project unless he shall have first
obtained a license to sell the project within two
weeks from the registration of such project.
The Authority, upon proper application therefor,
shall issue to such owner or dealer of a
registered project a license to sell the project if,
after an examination of the registration
statement filed by said owner or dealer and all
the pertinent documents attached thereto, he
is convinced that the owner or dealer is of good
repute, that his business is financially stable,
and that the proposed sale of the subdivision
lots or condominium units to the public would
not be fraudulent.
Section 6. Performance Bond. No license to sell
subdivision lots or condominium units shall be
issued by the Authority under Section 5 of this
Decree unless the owner or dealer shall have
filed an adequate performance bond approved
by said Authority to guarantee the construction
and maintenance of the roads, gutters, drainage,
sewerage, water system, lighting systems, and
full development of the subdivision project or
the condominium project and the compliance
by the owner or dealer with the applicable laws
and rules and regulations.
The performance bond shall be executed in
favor of the Republic of the Philippines and shall
authorize the Authority to use the proceeds
thereof for the purposes of its undertaking in
case of forfeiture as provided in this Decree.
1. Exempt transactions – (Sec. 7)
Section 7. Exempt transactions. A license to sell
and performance bond shall not be required in
any of the following transactions:
(a) Sale of a subdivision lot resulting from the
partition of land among co-owners and co-heirs.
(b) Sale or transfer of a subdivision lot by the
original purchaser thereof and any subsequent
sale of the same lot.
(c) Sale of a subdivision lot or a condominium
unit by or for the account of a mortgagee in the
ordinary course of business when necessary to
liquidate a bona fide debt.
2. Suspension – (Sec. 8)
Section 8. Suspension of license to sell. Upon
verified complaint by a buyer of a subdivision
lot or a condominium unit in any interested
party, the Authority may, in its discretion,
immediately suspend the owner's or dealer's
license to sell pending investigation and hearing
of the case as provided in Section 13 hereof.
The Authority may motu proprio suspend the
license to sell if, in its opinion, any information
in the registration statement filed by the owner
or dealer is or has become misleading, incorrect,
inadequate or incomplete or the sale or offering
24
for a sale of the subdivision or condominium
project may work or tend to work a fraud upon
prospective buyers.
The suspension order may be lifted if, after
notice and hearing, the Authority is convinced
that the registration statement is accurate or
that any deficiency therein has been corrected
or supplemented or that the sale to the public
of the subdivision or condominium project will
neither be fraudulent not result in fraud. It shall
also be lifted upon dismissal of the complaint
for lack of legal basis.
Until the final entry of an order of suspension,
the suspension of the right to sell the project,
though binding upon all persons notified
thereof, shall be deemed confidential unless it
shall appear that the order of suspension has in
the meantime been violated.
3. Revocation of License – (Sec. 9)
Section 9. Revocation of registration certificate
and license to sell. The Authority may, motu
proprio or upon verified complaint filed by a
buyer of a subdivision lot or condominium unit,
revoke the registration of any subdivision
project or condominium project and the license
to sell any subdivision lot or condominium unit
in said project by issuing an order to this effect,
with his findings in respect thereto, if upon
examination into the affairs of the owner or
dealer during a hearing as provided for in
Section 14 hereof, if shall appear there is
satisfactory evidence that the said owner or
dealer:
(a) Is insolvent; or
(b) has violated any of the provisions of this
Decree or any applicable rule or regulation of
the Authority, or any undertaking of his/its
performance bond; or
(c) Has been or is engaged or is about to engage
in fraudulent transactions; or
(d) Has made any misrepresentation in any
prospectus, brochure, circular or other
literature about the subdivision project or
condominium project that has been distributed
to prospective buyers; or
(e) Is of bad business repute; or
(f) Does not conduct his business in accordance
with law or sound business principles.
Where the owner or dealer is a partnership or
corporation or an unincorporated association, it
shall be sufficient cause for cancellation of its
registration certificate and its license to sell, if
any member of such partnership or any officer
or director of such corporation or association
has been guilty of any act or omission which
would be cause for refusing or revoking the
registration of an individual dealer, broker or
salesman as provided in Section 11 hereof.
iii. Registration of brokers, dealers, and
salesman – (Sec. 11)
Section 11. Registration of dealers, brokers and
salesmen. No real estate dealer, broker or
salesman shall engage in the business of selling
subdivision lots or condominium units unless he
has registered himself with the Authority in
accordance with the provisions of this section.
If the Authority shall find that the applicant is of
good repute and has complied with the
applicable rules of the Authority, including the
payment of the prescribed fee, he shall register
such applicant as a dealer, broker or salesman
upon filing a bond, or other security in lieu
thereof, in such sum as may be fixed by the
Authority conditioned upon his faithful
compliance with the provisions of this Decree:
Provided, that the registration of a salesman
25
shall cease upon the termination of his
employment with a dealer or broker.
Every registration under this section shall expire
on the thirty-first day of December of each year.
Renewal of registration for the succeeding year
shall be granted upon written application
therefor made not less than thirty nor more
than sixty days before the first day of the
ensuing year and upon payment of the
prescribed fee, without the necessity of filing
further statements or information, unless
specifically required by the Authority. All
applications filed beyond said period shall be
treated as original applications.
The names and addresses of all persons
registered as dealers, brokers, or salesmen shall
be recorded in a Register of Brokers, Dealers
and Salesmen kept in the Authority which shall
be open to public inspection.
iv. Alteration of Plans – (Sec. 22)
Section 22. Alteration of Plans. No owner or
developer shall change or alter the roads, open
spaces, infrastructures, facilities for public use
and/or other form of subdivision development
as contained in the approved subdivision plan
and/or represented in its advertisements,
without the permission of the Authority and the
written conformity or consent of the duly
organized homeowners association, or in the
absence of the latter, by the majority of the lot
buyers in the subdivision.
v. Non-Forfeiture of Payments –(Sec. 23)
Section 23. Non-Forfeiture of Payments. No
installment payment made by a buyer in a
subdivision or condominium project for the lot
or unit he contracted to buy shall be forfeited in
favor of the owner or developer when the
buyer, after due notice to the owner or
developer, desists from further payment due to
the failure of the owner or developer to
develop the subdivision or condominium
project according to the approved plans and
within the time limit for complying with the
same. Such buyer may, at his option, be
reimbursed the total amount paid including
amortization interests but excluding
delinquency interests, with interest thereon at
the legal rate.
vi. Failure to pay installments – (Sec. 24)
Section 24. Failure to pay installments. The
rights of the buyer in the event of this failure to
pay the installments due for reasons other than
the failure of the owner or developer to
develop the project shall be governed by
Republic Act No. 6552.
Where the transaction or contract was entered
into prior to the effectivity of Republic Act No.
6552 on August 26, 1972, the defaulting buyer
shall be entitled to the corresponding refund
based on the installments paid after the
effectivity of the law in the absence of any
provision in the contract to the contrary.
vii. Issuance of Title – (Sec. 25)
Section 25. Issuance of Title. The owner or
developer shall deliver the title of the lot or unit
to the buyer upon full payment of the lot or unit.
No fee, except those required for the
registration of the deed of sale in the Registry of
Deeds, shall be collected for the issuance of
such title. In the event a mortgage over the lot
or unit is outstanding at the time of the
issuance of the title to the buyer, the owner or
developer shall redeem the mortgage or the
corresponding portion thereof within six
months from such issuance in order that the
title over any fully paid lot or unit may be
secured and delivered to the buyer in
accordance herewith.
26
VII. EXTINGUISHMENT OF CONTRACT OF SALE
– (Art. 1600)
Art. 1600. Sales are extinguished by the same
causes as all other obligations, by those stated
in the preceding articles of this Title, and by
conventional or legal redemption.
1.
VIII. REDEMPTION
a. Conventional (Art. 1601)
Art. 1601. Conventional redemption shall take
place when the vendor reserves the right to
repurchase the thing sold, with the obligation to
comply with the provisions of Article 1616 and
other stipulations which may have been agreed
upon.
i. Equitable Mortgage – (Art. 1602)
Art. 1602. The contract shall be presumed to be
an equitable mortgage, in any of the following
cases:
(1) When the price of a sale with right to
repurchase is unusually inadequate;
(2) When the vendor remains in possession as
lessee or otherwise;
(3) When upon or after the expiration of the
right to repurchase another instrument
extending the period of redemption or granting
a new period is executed;
(4) When the purchaser retains for himself a
part of the purchase price;
(5) When the vendor binds himself to pay the
taxes on the thing sold;
(6) In any other case where it may be fairly
inferred that the real intention of the parties is
that the transaction shall secure the payment of
a debt or the performance of any other
obligation.
In any of the foregoing cases, any money, fruits,
or other benefit to be received by the vendee as
rent or otherwise shall be considered as interest
which shall be subject to the usury laws.
Repula v. Estate of Spouses Otillo , GR No.
219638, 07 December 2016
ii. Period of validity – (Art. 1606)
Art. 1606. The right referred to in Article 1601,
in the absence of an express agreement, shall
last four years from the date of the contract.
Should there be an agreement, the period
cannot exceed ten years.
However, the vendor may still exercise the right
to repurchase within thirty days from the time
final judgment was rendered in a civil action on
the basis that the contract was a true sale with
right to repurchase.
b. Legal Redemption (Art. 1619)
Art. 1619. Legal redemption is the right to be
subrogated, upon the same terms and
conditions stipulated in the contract, in the
place of one who acquires a thing by purchase
or dation in payment, or by any other
transaction whereby ownership is transmitted
by onerous title.
i. Instances of Legal Redemption – (Art. 1620 –
1622)
Art. 1620. A co-owner of a thing may exercise
the right of redemption in case the shares of all
the other co-owners or of any of them, are sold
to a third person. If the price of the alienation is
grossly excessive, the redemptioner shall pay
only a reasonable one.
27
Should two or more co-owners desire to
exercise the right of redemption, they may only
do so in proportion to the share they may
respectively have in the thing owned in
common.
Art. 1621. The owners of adjoining lands shall
also have the right of redemption when a piece
of rural land, the area of which does not exceed
one hectare, is alienated, unless the grantee
does not own any rural land.
This right is not applicable to adjacent lands
which are separated by brooks, drains, ravines,
roads and other apparent servitudes for the
benefit of other estates.
If two or more adjoining owners desire to
exercise the right of redemption at the same
time, the owner of the adjoining land of smaller
area shall be preferred; and should both lands
have the same area, the one who first
requested the redemption.
Art. 1622. Whenever a piece of urban land
which is so small and so situated that a major
portion thereof cannot be used for any practical
purpose within a reasonable time, having been
bought merely for speculation, is about to be
re-sold, the owner of any adjoining land has a
right of pre-emption at a reasonable price.
If the re-sale has been perfected, the owner of
the adjoining land shall have a right of
redemption, also at a reasonable price.
When two or more owners of adjoining lands
wish to exercise the right of pre-emption or
redemption, the owner whose intended use of
the land in question appears best justified shall
be preferred.
ii. Period – (Art. 1623)
Art. 1623. The right of legal pre-emption or
redemption shall not be exercised except within
thirty days from the notice in writing by the
prospective vendor, or by the vendor, as the
case may be. The deed of sale shall not be
recorded in the Registry of Property, unless
accompanied by an affidavit of the vendor that
he has given written notice thereof to all
possible redemptioners.
The right of redemption of co-owners excludes
that of adjoining owners.
c. Extrajudicial and Judicial Redemption
i. Extrajudicial – (Act. No. 3135)
In relation to mortgage, the right of redemption
exists in extra-judicial foreclosure; while equity
of redemption exists only in judicial foreclosure.
In extrajudicial foreclosure, the mortgagor may
exercise his right of redemption within 1 year
from the registration of the sale in the Office of
the Registry of Deeds;
while in judicial foreclosure, the mortgagor may
exercise his equity of redemption during the
period of not less than 90 days nor more than
120 days from entry of judgment of foreclosure
or even after the foreclosure sale but before
the judicial confirmation of the sale.
There is no right of redemption in judicial
foreclosure of mortgage, except only if the
mortgagee is the Philippine National Bank or
any banking institution. Thus, in judicial
foreclosure of mortgage where the mortgagee
is the Philippine National Bank or any banking
institution, there exist both equity of
redemption and right of redemption.
1. GE Money v. Spouses Victorino, GR No.
184301, 23 March 2015
ii. Judicial
28
1. Spouses Rosales v. Spouses Alfonso, GR No.
137792, 12 August 2003

29