CHAPTER 3: Subject Matter

Reporters:

Borre, Brian
Garcia, Karla Isabelle
Matito, Zharina
Requisites of a Valid Subject Matter

1. A possible thing
2. Licit or Lawful (Art. 1459)
3. Determinate or Determinable (Art. 1460)
CAN RIGHTS BE OBJECTS OF SALE?

- Must be transmissible
Lack of Any Requisite:
LEGAL REQUISITES OF SUBJECT MAT
TER INTENDED TO GOVERN UNDERLYI
NG OBLIGATIONS OF SELLER
REQUISITE NO. 1: Subject matter must be a possible thing
Emptio Rei Speretae vs Emptio Spei

Emptio Rei Speretae Emptio Spei

Sale of Expected Thing Sale of mere hope
Subject to the condition that Produces effect even if the thing
the thing will exist does not come into existence
Object is a future thing Object is a present thing
REQUISITE NO. 2: Subject Matter Must be Licit

Sales declared by law as illegal

Being outside the commerce of men. It held that the “objects referred to
as outside the commerce of man are those which cannot be appropriated,
such as the open seas and the heavenly bodies.”
REQUISITE NO. 2: Subject Matter Must be Licit

If transactions was void ab initio for being in violation of the

constitutional prohibition against aliens owning private land,
and under the doctrines ex dolo oritur actio and in pari
delicto potior est conditio defendentis, neither a court of
equity nor a court of law will administer a remedy
REQUISITE NO. 2: Subject Matter Must be Licit

- the maxim nemo cum alterius deter detremento protest

(No person should unjustly enrich himself at the expense of
another)

- cannot apply in this case, since the action is proscribed by

the Constitution or by the application of the in pari delicto
doctrine.
REQUISITE NO. 3: Subject Matter Must be Determinate
or at least Determinable

Determinate Subject Matter

A thing is determinate or specific when it is particularly

designated or physically segregated from all others of
the same class.
REQUISITE NO. 3: Subject Matter Must be Determinate
or at least Determinable

Determinable Subject Matter

In Determinable Subject Matter (2) requisites are present:

a) If at perfection of the sale, the subject matter is capable

of being made determinate (the “capacity to segregate”
test)
b) Without the necessity of a new or further agreement
between the parties (the “no further agreement” test).
REQUISITE NO. 3: Subject Matter Must be Determinate
or at least Determinable
Test of Determinability Is the Meeting of Minds of Parties and Not
the Covering Deed
- the point that the true “contract of sale” is intangible or properly
a legal concept. The deed of sale is merely an evidence of the
contract.

- When the deed fails to cover the real contract or the true
meeting of the minds of the parties, then the deed must give
way to the real contract of the parties

- The defect in the final deed would not work to invalidate the
contract where all the essential elements for its validity are
present and can be proven.
REQUISITE NO. 3: Subject Matter Must be Determinate
or at least Determinable
When Quantity of Subject Matter Not Essential for Perfection

The meeting of the minds on the identity, the nature

and quality, of the subject matter is essential for the
purpose of perfection of sale.
REQUISITE NO. 3: Subject Matter Must be Determinate or
at least Determinable

Since determinable objects may be the valid

subject matter of the sale, then even generic
things that fall within said definition can
validly support a contract of sale.
REQUISITE NO. 3: Subject Matter Must be Determinate or
at least Determinable

Still considered determinable subject matter:

1. Sale of undivided interest

2. Sale of undivided share of mass
3. Sale of Mortgage Property
OTHER SUBJECT MATTER RULES

General Rule: The seller does not need to own the

subject matter of the at the perfection of the contract
of sale. Ownership is only important during
consummation.

Exception:

1. Judicial Sale
2. Subsequent acquisition of title by seller
REQUISITE NO. 3: Subject Matter Must be Determinate or
at least Determinable

When the minds of the parties have met upon a subject matter
which is neither determinate or determinable, the resulting
contract would be:

VOID
REQUISITE NO. 3: Subject Matter Must be Determinate or
at least Determinable

Article 1409 (6):

“Those where the intention of the parties relative to the

principal object of the contract cannot be ascertained”
WRAP UP

Objects of the Contract of Sale:

 
1. Things having potential existence (Art. 1461, NCC)
2. Sale of a mere hope or expectancy (Art. 1461, NCC)
3. Things that are existing or to be manufactured, raised or acquired in
the future, or future goods (Art. 1462, NCC)
4. Those whose acquisition by the seller depends upon a contingency
which may or may not happen (Art.1462, NCC)
5. Undivided interest in a thing (Art. 1463, NCC)
6. Undivided share in a mass of fungible goods (Art. 1464, NCC)
7. Things subject to a resolutory condition (Art. 1465, NCC)
Q&A