ARTICLE 1458 Article 1460

-sale is a special contract

-the very essence of a contract of sale is the transfer of
ownership in exchange for the price paid or promised
Characteristics of a contract of sale
1. Consensual- perfected by mere consent
2. Bilateral and reciprocal – both parties are
bound for obligation
3. Commutative- the value exchanged is
considered or presumed to be equivalent sa
price
4. Principal – not dependent upon the existence of
another contract
5. Onerous- may valuable consideration. May
value na katumbas yung thing na binebenta
unike sa gratuitous na for free lang
6. Nominate- may pangalan, provided in the civil
code
Elements of a contract of sale
1. Essential Elements
1. Consent or meeting of the minds
2. Determinate subject matter
3. Price certain in money or its
equivalent
2. Natural elements- integral part or built in
element of a contract of sale
3. Accidental elements- depende a will ng both
parties
-the subject of the contract must be determinate
Article 1461
-sales of things having potential existence (Emptio rei
speratae)
If the thing does not materialize, the sale is not
effective
Suject to a condition that the thing should exist,
otherwise, there will be no contract by reason of the
absence of an essential element, which is the subject
matter
Deals with future thing
Ex. Rice harvest next year
-sales of a mere hope or expectancy (Emptio spei)
It does not matter if the expected thing is
materialize or not
It produces effects even though the thing does
not come into existence, the subject matter is the hope
itself
Deals with present thing
Ex. Sweepstakes ticket

Two kinds of contract of sale Kinds of things

1. Absolute- no condition attatched 1. Goods (Article 1462)

2. Conditional-may condition 2. Undivided interest (article 1463)
3. Undivided shares in a specific mass of fungible
goods (article 1464)
Article 1459 4. Things subject to resolutory condition (article
1465)
-lawfulness of the object and rights to transfer
ownership

-seller must be the owner one cannot sell what he does Article 1462
not own
-traditional specification of goods are movable and
-hindi pa kailangan owner sa time of perfection, sa time tangible
of delivery pa lang. dapat owner siya para matransfer
niya ang ownership
Article 1463
-undivided interest- ideal,abstract or proportionate
share
Article 1464
-sale of share in a specific mass
1. if the quantity of the mass is more than the
quantity sold, the parties shall become co-owners (mas
marami kaysa sa nabenta)
Ex. Pogi is an owner of rice stored in his bodega – exact
number is unknown, then ibumili si ganda ng 100 sacks
of rice, it turns out na 150 sacks pala ang nasa bodega,
magiging co-owner sila
2. if quantity of the mass is less than the
quantity sold, the buyer becomes the owner of the
whole mass, and the seller is bound to make good the
deficiency which should be of the same kind and quality.
(mas konti ang nabenta)
Ex. Pogi is an owner of rice stored in his bodega – exact
number is unknown, then ibumili si ganda ng 100 sacks
of rice, it turns out na 80 sacks lang pala ang nasa
bodega, ganda will be the owner of 80 sacks of rice and
pogi must supply the deficit of 20 sacks of rice of the
same kind and quality
Article 1465
-yung mga thing na subject into resulatory condition ay
pwede ring maging subject ng sale
Article 1466
-contract of sale vs agency to sell
contract of sale
-the buyer pays the price
-the buyer after delivery becomes the owner
-the seller warrants
agency to sell
- the agent delivers the price which he got from
the buyer
-the agent does not become the owner
-the agent who sell assumes no personal liability
as long as he acts within his authority and in the name
of the principal
Article 1467
-contract of sale vs contract for piece of work
Article 1468
-contract of sale vs barter
Contract of sale
- The consideration is the price or the
equivalent of the thing
Barter
-the consideration is also giving off another
determinate thing
Rule: if the consideration is partly in money and partly in
another thing, the intention of the parties will control
the situation. If the intention is not clear, it is barter if
the value of thing is more than the monetary
consideration. Sale kapag yung value ng monetary
consideration is more than the value of the thing. If the
same amount yung dalawa edi contract of sale yon
Article 1469
-price
-article 1469 provides for instances when we can say
that the price is certain :
1. when it is stipulated
2. when it has reference to another thing certain
3. when it is fixed by a third person
4. when it is fixed by the court
Article 1470
-gross inadequacy of price
-hindi tumutugma yung price sa market price nung thing
 Article 1479

Article 1471 -mutual promise and unilateral promise

-pinalabas lang na may sales pero somehow donation
lang naman ang nangyari, kapag ganon void yung
contract of sale and valid yung donation
Article 1472
-ex. Pogi offered for sale his car to ganda for 1m and
offered 10-day period to accept the offer from October
1. On oct 8, pogi can still withdraw the offer. On oct, it is
still possible since tapos na yung 10-day period na
binigay niya kay ganda. Supposed ganda gave 1k by
virtue of offer pogi cannot withdraw

-price is certain Article 1480

-who bears the risk of loss

Article 1473 -lost before perfection, si seller ang magbbear

-sa price dapat both parties ay mag-agree -object was lost after delivery, si buyer ang magbbear

-if price is fixed by one party, then in-accept naman ng -if the object was lost after perfection but before the
isa pang party, then there is a perfected contract of sale delivery, buyer bears the lost, if benefit naman si buyer
din makakakuha so para maging fair lang

-exception: fungible things sold for fixed price, they shall

Article 1474 not be imputed to vendee until have been weighed,
-if price cannot be determined counted or measure and delivered, unless the later has
incurred in delay.

If seller is guilty of fraud, negligence, default, or

Article 1475 violation of contractual term.
- nature of the contract and its perfection If the object sold is a generic thing
-meeting of minds is required for its perfection

Article 1481
Article 1476 -sale by sample of sale by description
-sale by auction -hindi ftf nachecheck or nakikita yung thing
-lot means property which is the subject in the sale

Article 1482
Article 1477 -earnest money
-when ownership is transferred? -part of the whole price
If there is a delivery -ex. Nagbenta si x ng car worth 1m then upon perfection
nagbigay si ganda ng 100k at the end of the period
need na lang ni ganda magbigay ng 900k
Article 1478

-exception sa art 1477, dito nadeliver na pero hindi pa

mattransfer ang ownership

-the ownership is only transferred until fully paid of the

price
Article 1483

-statute of fraud

-for validity purposes can make in any form

Article 1484

- sale on installment

-purpose: prevent the abuse in the foreclosure of chattel

mortgages (ibebenta sa mababang halaga then at the
end sisingilin pa rin for the deficiency yung buyer, ito
yung iniiwasan)

1. exact fulfillment of the obligation -available when the

buyer fails to pay one installment

2.cancel the sale- available from the time buyer fails to

pay two or more installment; mutual restitution

3. foreclose the chattel mortgage on the thing –

available when the buyer fails to pay two or more
installment ; there must be actual foreclosure

Article 1485

-purpose: prevent indirect violation of art 1484

Article 1486

-cancellation or recission requires mutual restitution but

exception is pwedeng hindi na kapag nasa stipulation

Article 1487

-seller may have contrary stipulation

Article 1488

-expropriation is not a sale in nature, it is governed by

special law not contract of sale