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CHAPTER 1
NATURE OF A CONTRACT OF SALE
Definition
Article 1458, CC
Buyers Obligation:
Consent;
Subject Matter; and
Price.
-
Nominate/Principal
-
designated name;
independent;
intent of the parties is given weight
Consensual
-
Suspensive term/condition
In sales with assumption of
mortgage, the assumption of mortgage
is a condition precedent for perfection.
Onerous
-
Commutative
-
From Donation
-
From Barter
-
d.
From Lease
Necessaries
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Emancipation
-
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11
under
liabilities
prevent
dispositions
in
fraud
of
creditors;
prevent a dominant spouse from taking
advantage of the weaker spouse;
avoid a circumvention of prohibition
against donations between spouses
under Art. 133, CC;
spouses governed by a complete
separation of property regime are not
prohibited from selling to each other
because no fraud can be committed
against one spouse or third parties, and
the value of the estates of each spouse
remains unaltered;
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Agent;
Guardian;
Executor or administrator;
Public officers and employees;
Justices, judges, prosecuting attorney, clerks
of court and other officers and employees;
Lawyers;
Prohibition applies to sales in legal
redemption, compromises and renunciations;
what cannot be done directly, cannot be done
indirectly.
13
Agents
not covered by prohibition under Art. 1491, CC,
as their authority is limited to looking for or
bringing parties together to consummate a
transaction;
Judges,
Justices
and
Administration of Justice
Those
Involved
in
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Attorneys
-
15
existing;
having potential existence;
a future thing; or
something contingent or subject to resolutory
condition or a possible thing;
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Art. 1411, CC
-
Art. 1412, CC
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Art. 1416, CC
-
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Emption Spei
-
Sale of Things
Condition
-
Subject
to
Resolutory
Article 1465, CC
things subject to a resolutory condition
may be the object of sale;
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2.
a.
3.
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a.
particularly
designated
or
physically
segregated from all others of the same class;
when the thing is determinate, the seller is
not liable if the thing is lost due to a caso
fortuito or force majeure;
b.
c.
general rule:
the public can deal with
registered land exclusively on the basis of the
title thereto;
exception: one sells or buys real property as
he sees it, in its actual setting and by its
physical metes and bounds, and not by the
mere lot number assigned to it in the
certificate of title;
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d.
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f.
Status of Sale Not Complying with Third
Requisite
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g.
h.
i.
24
4.
a.
Conflicting Rulings
25
b.
CHAPTER 4
(PRICE AND OTHER CONSIDERATION)
Meaning of Price
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CHAPTER 5
FORMATION OF SALE
Stages in the Life of Sale
-
policitacion negotiation;
perfection birth of contract; when parties
come to agree;
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Negotiation Stage
-
1.
2.
Offers
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3.
Option Contracts
a.
Determining
the
Location
of
Options
-
Art. 1479, CC
An accepted unilateral promise to buy or to
sell a determinate thing for a price certain is
binding upon the promisor if the promise is
supported by a consideration distinct from
the price.
When the option is founded upon a proper
consideration, then the offer may not be
withdrawn at any time during the option
period;
b. Definition and Essence of Option
Contract
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consent;
subject matter; option right (offer to
sell/promise to sell; offer to buy/promise to
buy);
prestation;
consideration
separate
and
distinct from the purchase price for the option
given;
e.
Meaning
Consideration
of
Separate
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4.
5.
a.
-
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b.
-
Distinctions
Between
Earnest
Money (EM) and Option Money (OM)
Effect of Rescission
Money Received
on
Earnest
Form of Sales
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1.
a.
37
3.
b.
38
a.
b.
c.
c.
d.
Nature of Memorandum
e.
Partial Performance
39
f.
Effect of
Parties
third
parties
cannot
invoke
partial
performance as basis to take the transaction
outside of the coverage of the Statute of
Frauds;
reason: third parties have legal remedies
against the contract;
Partial
Execution
of
Third
g.
Nature
and
Performance
Coverage
on
Partial
Provisions
of
Statute
of
h.
Waiver
Frauds
of
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i.
of
Electronic
Legal Recognition
Data Message
Legal Recognition
Documents
of
Electronic
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Consummation
Transactions
of
Electronic
electronic
transactions
made
through
networking among banks, or linkages thereof
with other entities or networks, and vice
versa, shall be deemed consummated upon
actual dispensing of cash or the debit of one
account and the corresponding credit to
another;
the obligation of a bank, entity or person
similarly
situated
to
another
arising
therefrom shall be deemed absolute and shall
not be subjected to the process of preference
of credits;
CHAPTER 6
PERFORMANCE OR CONSUMMATION OF SALE
Obligations of Seller
1.
42
2.
3.
seller is bound:
to transfer the ownership of the thing, which
is the object of the sale;
to deliver the thing;
title passes from the moment the thing sold
is placed in the possession and control of the
buyer;
except when there is a provision that title
shall not pass until full payment of the price;
delivery of the thing produces conveyance of
ownership, without prejudice to the right of
the seller to claim payment of the price;
delivery ipso jure transfers it ownership to
the buyer (Ocejo, et al v. International
Banking Corp.);
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4.
Types of Delivery
1.
Actual Delivery
2.
Constructive Delivery
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a.
45
b.
Symbolic Delivery
c.
Constitutum Possessorium
d.
e.
46
involves
property
having no
physical
existence; delivery thereof is effected by
constructive delivery (public instrument, title
is placed in the possession of the buyer, use
and enjoyment by the buyer);
g.
Delivery
Title
by
Negotiable
Document
of
h.
47
a.
b.
48
Other Principles
-
49
Obligations of Buyer
Pay for the price
-
50
Effect of
Warranty
-
Acceptance
of
Goods
on
Sellers
51
At Perfection
-
At Consummation
-
52
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54
Tolentinos view:
-
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After Delivery
-
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Sale of Goods
Non-Payment of Price by Buyer
-
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Possessory Lien
-
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Transfer of Title
transfer
of
title
is
rescinded
upon
manifestation of intention to rescind to the
buyer, either through a notice or some other
overt act;
Remedies of Buyer
-
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b.
accept or keep the goods and maintain
an action against the seller for damages for
the breach of warranty;
c.
refused to accept the goods and
maintain an action against the seller for
damages for breach of warranty;
d. rescind the sale and refuse to receive the
goods, or if good have been received, return
them or offer to return them to the seller and
recover the price or any part thereof which
has been paid;
if fulfillment becomes impossible, buyer can
exercise right to rescind, even if previously he
availed of specific performance;
3. suspension
of
payments
in
anticipation of breach buyer
may
suspend the payment of the price in case of:
a.
disturbance in the possession or
ownership of the thing acquired; or
b.
existence of reasonable grounds that
such disturbance will occur; or
c.
any vindicatory action; or
d.
foreclosure of mortgage;
unless the seller gives security for the return
of the price;
in case of a pending suit involving the subject
matter of the sale, buyer can suspend
payment of the balance of the purchase price
(Adelfa Properties v. CA);
63
b.
64
Remedies of Buyer
Suspension of Payment
65
66
Maceda
Law
Installments)
-
(Sales
of
Real
Estate
on
Transactions Covered
-
67
including
apartments;
residential
condominium
68
CHAPTER 9
CONDITIONS AND WARRANTIES
Conditions and Warranties
-
Implied Warranties
69
Waiver
final judgment;
buyer is deprived of the whole or part of the
thing sold;
deprivation is caused by a right prior to the
sale in question; and
vendor is summoned and made a codefendant in the suit for eviction at the
instance of the vendee (De Leon Escaler v.
CA);
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Effects of Eviction
-
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Extinguishment of Sale
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Conventional Redemption
-
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Failure of Redemption
-
Legal Redemption
-
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Concept
-
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The Principal
-
by its revocation;
by the withdrawal of the agent;
by the death, civil interdiction, insanity or
insolvency of the principal or of the agent;
by the dissolution of the firm or association
which entrusted or accepted the agency;
by the accomplishment of the object or
purpose of the agency;
by the expiration of the period for which the
agency was constituted (Art. 1919, CC);
Revocation
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Withdrawal of Agent
-
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Chattel Mortgage
-
Pactum Commissorium
-
Object
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Effects
Extinguishment/Foreclosures
-
Deficiency Judgment
-
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