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LEGAL DEFINITION OF SALE AND ITS REQUISITES FOR VALIDITY

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SALE – is a contract whereby the seller obligates himself to transfer ownership of and to
deliver a determinate thing, and the buyer to pay therefor a price certain in money or its
equivalent.

A contract of sale may be absolute or conditional. A sale is deemed absolute if both parties
have already fully and completely complied with their respective commitments under the
contract and there is nothing else to be done anymore to consummate the agreement except
for some ministerial matters that are beyond anymore their contractual duties. An absolute
sale is the basis of transfer of right or ownership over the object of sale. On the other hand, a
sale is conditional if the parties have not yet completely satisfied their contractual obligations
and some tasks are still needed to be done to the satisfaction of both parties. A conditional
sale cannot be the basis of a transfer of title or right over the object of sale.

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QUESTION: in general, what are the respective obligations of the seller and buyer under the
Contract of Sale?

A: Seller has the obligations to deliver the thing and make good his warranty. Buyer has the
obligations to pay the price and accept the thing delivered.

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Requisites of a Valid Contract of Sale:

1. Valid Consent – the parties freely agreed and gave their consent into the contract without
force, violence, fraud, coercion, intimidation or undue influence.

Example: A threatened to kill B if the latter will not sell his property to the former. Out of great
fear, B acceded. In this case, the contract of sale is defective because the consent of B is
vitiated by threat or intimidation.

2. Valid Object – the subject matter of contract must be within the commerce of men and
must not be contrary to law.

Example: A sold one (1) kilo of marijuana to B for P500T payable in five (5) monthly
installments. B faltered in payment and A wants to sue him for breach of contract. In this case,
 A cannot sue under the contract because it is void in the first place since its object is illegal.
As a void contract, it cannot be a source of any legal right.

3. Valid Cause or Consideration – the juridical tie that binds the parties and the legitimate
reason or purpose that make the parties enter into the contract.

Example: A wants to buy the car of B but she does not have money. As an alternative
consideration, they had agreed that A will submit to the sexual desire of B and will use her
body instead as a form of payment. However, after submitting to the carnal desire of B, he
does not want to sell anymore his car. A felt betrayed and wants to sue B for breach of
contract. In this case, A cannot sue under the contract because it is void in the first place
since the consideration involved is illegal. As a void contract, it cannot be a source of any
legal right.

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