SALES

NATURE AND FORM OF CONTRACT OF SALE

(CREDITS: SUMMARY OF DIFFERENT LAW BOOKS – FOR EDUCATIONAL PURPOSE ONLY)

 KINDS OF SALE
1. ABSOLUTE 2. CONDITIONAL
- where the sale is - where the sale
not subject to any contemplates a
condition whatsoever contingency and in
general, where the
and where title or contract is subject to
ownership passes to certain conditions,
the buyer upon usually the full
delivery of the thing payment of the
sold. purchase price.
 SALE OF FUTURE GOODS

It
is valid only as an executory
contract to be fulfilled by the
acquisition and delivery of the
goods specified.
 Art. 1463
The sole owner of a
thing may sell an
undivided interest
therein.
SALE OF UNDIVIDED
INTEREST IN A THING
1) By sale owner – undivided share or
interest therof.
2) By co-owner – can dispose of his
share even without the consent of
the other co-owner/s.
 Art. 1464
 In the case of fungible goods, there may be 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.
SALE OF UNDIVIDED SHARE OF A
SPECIFIC MASS
1) Meaning of fungible foods – any unit is, from its
nature or by mercantile usage, treated as the
equivalent of any other unit.
2) Effect of sale – may sell only undivided share
thereof, provided the mass is specific or
capable of being made determinate.
3) By such sale, the buyer becomes a co-owner
with the seller of the whole mass in the
proportion in which the definite share bought
bears to the mass.
SALE OF UNDIVIDED SHARE OF A
SPECIFIC MASS
4) If later on it be discovered that the mass
of fungible goods contains less than what
was sold.
5) Risk of loss – it follows that the whole mass
is at the risk of all the parties interested in it,
in proportion to their various holdings.
6) Subject matter – is an incorporeal or
intangible right.
 Art. 1465
Thingssubject to a resolutory
condition may be the object of
the contract of sale.
 SALE OF THING SUBJECT TO A
RESOLUTORY CONDITION
Aresolutory condition is an
uncertain event upon the
happening of which the
obligation subject to it is
extinguished.
 Art. 1466
 Inconstruing a contract containing
provisions characteristic of both the
contract of sale and of the contract
of agency to sell, the essential
clauses of the whole instrument shall
be considered.
 SALE DISTINGUISHED FROM
AGENCY TO SELL
 Bythe contract of agency, a person
binds himself to render some service
or to do something in representation
or on behalf of another, with the
consent or authority of the latter.
 Art. 1467
 A contract for the delivery at a certain price of
an article which the vendor in the ordinary
course of his business manufactures or procures
for the general market, whether the same is on
hand at the time or not, is a contract of sale, but
if the goods are to be manufactured specially
for the customer and upon his special order, and
not for the general market, it is a contract for a
piece of work.
 SALE DISTINGUISHED FROM
CONTRACT FOR A PIECE OF WORK
 Bythe contract for a piece of work, the
contractor binds himself to execute a
piece of work for the employer, in
consideration of a certain price or
compensation. The contractor may either
employ his labor or skill, or also furnish the
material.
 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.
SALE DISTINGUISHED FROM BARTER

 Bythe contract of a barter or

exchange, one of the parties binds of
himself to give one thing in
consideration of the other’s promise
to give another thing.
 PERFECTION OF THE
CONTRACT OF SALE
 Bythe Contract of Sale
- One of the contracting parties obligates himself
a. to transfer ownership of
b. to deliver a determinate thing
- And the other to pay therefore
a price certain in money
Or its equivalent
May be absolute or conditional
 PERFECTION OF THE
CONTRACT OF SALE
It is perfected without necessity of any
other circumstances. From the moment
there is a meeting of minds upon the
thing which is the object of the contract
and upon the price, the reciprocal
obligations of the parties arise.
 PERFECTION OF THE
CONTRACT OF SALE
 The ownership of the thing sold is acquired by the vendee
from the moment it is delivered to him in any of the ways:
a. Symbolic Delivery
b. Constructive Delivery
c. Traditio longa manu
d. Traditio brevi manu
e. Traditio constitutum possessorium
 Any other manner signifying an agreement that the possession
is transferred from the vendor to the vendee
 PERFECTION OF THE
CONTRACT OF SALE
 Incase one of the contracting parties should not
comply with what is incumbent upon him, the
injured party may sue for fulfillment with the
payment of damages in either case.