ATENEO CENTRAL BAR OPERATIONS 2007

Civil Law
SUMMER REVIEWER
CH. 1 CONTRACT OF SALE
CONTRACT OF SALE One of the contracting
parties obligates himself to transfer the ownership of
and to deliver a determinate thing, and the other to
pay therefore a price certain in money or its
equivalent. A contract of sale may be absolute or
conditional.

Contract of Sale
Absolute
Real obligation
obligation to give
Title passes to the
buyer upon delivery

Non-payment of the
price is a negative
resolutory condition

remedies available:
1. specific
performance
2. rescission
3. damages

Barter

Contract to Sell
Conditional
Personal obligation
obligation to do
Ownership is reserved in
the seller and will pass to
the buyer only upon full
payment of the price
Full payment is a positive
suspensive condition, the
failure of which is not a
breach but prevents the
obligation of the vendor to
convey title to arise
remedies available:
1. resolution
2. damages

Sale

Consideration: giving of a
Consideration: giving of
thing
money as payment
Governed by law on sales: species of the genus
I.
ELEMENTS OF A CONTRACT OF SALE
1. Consent
2. Determinate subject matter
3. Price certain in money or its equivalent
II.

STAGES IN LIFE OF CONTRACT OF SALE

V.

DISTINGUISHED FROM OTHER

CONTRACTS
Donation
Sale
Gratuitous or onerous
Onerous
Formal contract
Consensual contract
Governed by law on sale
Governed by law on
donation

Contract for piece of

work
Goods are to be
manufactured specially
for a customer and upon
special order and not for
the general market

Essence is service
Jurisprudence:
1. Timing test
under art 1467:
whether the thing
transferred would have
never existed but for the
order
2. Habituality test
if manufacturer
engages in activity with
need to employ
extraordinary skills and
equipment (Celestino
v CIR)
3. Nature of
the object
test
each products nature
of execution differs from

Sale
Contract for delivery of
an article which the
vendor in the ordinary
course of business
manufactures or
procures for general
market (whether on hand
or not)
Essence is object

1. Negotiation
2. Perfection
3. Consummation
III. OBLIGATIONS CREATED - 2 sets of real
obligations to give
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CHARACTERISTICS OF CONTRACT OF
SALE:
1. Nominate
2. Principal
3. Consensual
4. Bilateral
5. Reciprocal
6. Onerous
7. Commutative
8. Title and not a mode
Adviser: Dean Cynthia del Castillo

Head: Joy Ponsaran, Eleanor Mateo; Understudy: Joy Tajan,

John Paul Lim;
Subject Head: Patricia Marie Regina Roque; Pledgees: Melina Rose Gutierrez, Kristine Margret Malang

Civil Law Summer Reviewer

ATENEO CENTRAL BAR OPERATIONS 2007

not ordinary products of manufacturer (EEI v CIR)

NOTE: GENERAL RULE - All persons who are authorized in this Code to obligate themselves may enter into a
contract of sale
Agency to Sell
Sale
I. MINORS, INSANE AND DEMENTED
Agent not obliged to pay
Buyer pays for price of
PERSONS, AND DEAF-MUTES
for price, merely obliged
object
1. Contracts are voidable, subject to annulment
to deliver price received
or ratification
from buyer.
2. Also includes:
Buyer becomes owner of
Principal remains owner
- State of drunkenness
thing; in agency
even if object delivered
- Hypnotic spell
to agent
- Where necessaries are those sold
Seller warrants
Agent assumes no
and delivered to a minor or other
risk/liability as long as
person without capacity to act, he
within the authority given
must pay a reasonable price
Not unilaterally revocable
May be revoked
therefore
unilaterally because
fiduciary and even if
II. SPOUSES - A spouse may, without the consent
revoked w/o ground
of the other spouse, enter into sales transactions
Seller receives profit
Agent not allowed to
in the regular pursuit of their profession, vocation,
profit
or trade
Real Contract
Personal Contract;
Rescission is not
available
Dation in Payment
Sale
Pre-existing credit
No pre-existing credit
Obligations are created
Obligations are
extinguished
Consideration of seller:
Debtors consideration:
price
extinguishment of the
Art. 1490. The husband and the wife cannot sel
debt
Consideration of buyer:
When a separation of property was agreed upon
Creditors consideration:
acquisition of the object
When there has been a judicial separation or pr
NOTE:
Prohibition
likewise
acquisition
of the
object applies to common-law spouses
offered in lieu of the
III. OTHERS - TRUST RELATIONSHIPS
original credit
1. Art. 1491 Two groups of parties prohibited
Less freedom in
Greater freedom in
from acquiring by purchase certain
determining the price
determining the price
properties:
Payment is received by
Buyer still has to pay the
a. Guardian/Agent/Executors
the debtor before the
price
and Administrators
contract is perfected
i. Direct or indirect
Lease
Sale
ii. May be ratified since only private
Use of thing is for a
Obligation to absolutely
wrong is involved
specified period only with
transfer ownership of
b.
Public
Officers and employees/Officers
an obligation to return
thing
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i. Cannot be ratified since public wrong
Lessor need not be
Seller needs to be owner
is involved
owner
of thing to transfer
ii.
Requisites for the prohibition to apply
ownership
to attorneys:
1. existence of attorney client
NOTE: Lease with option to buy: really a contract
relationship;
of sale but designated as lease in name only; it is a
2. property is the subject matter
sale by installments
in litigation;
CH. 2 - PARTIES TO A CONTRACT OF SALE
Page 131 of 297

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