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DEFINITION
(Art. 1458)
PARTIES
OBLIGATIONS
(1) TO TRANSFER
OWNERSHIP
SELLER
SALE
CONSENT
Real Obligations
SUBJECT
MATTER
(2) TO DELIVER
POSSESION
Meeting of Minds
Real Obligation
BUYER
2
(3) TO
PAY
PRICE
vs.
Innominate
PRINCIPAL
vs.
Accessory
vs.
CONSENSUAL
vs.
Solemn
vs.
BILATERAL/
RECIPROCAL
vs.
Unilateral
ONEROUS
vs.
Gratuitious
COMMUTATIVE
vs.
TITLE
3
vs.
Aleatory
Mode
Prefaratory
Real
SALES
versus
CONSENSUAL
DONATION
SOLEMN
(i.e., 4th Requisite of
Form for validity)
ONEROUS/
COMMUTATIVE
ESSENCE:
GRATUITOUS
(i.e., Pure Liberality
as consideration)
SALES
versus
BARTER
SALE,
IS
BARTER:
BEING REPLACED
TRANSFER
OWNERSHIP/POSSESSION OF ANOTHER SUBJECT MATTER
WITH
AN
OBLIGATION
PRICE
TO
BUT:
5
SALES
versus
DACION EN PAGO:
OF
PRE-
DACION
NOVATES
THE
ORIGINAL
CONTRACTUAL
SALES
K for Piece-of-Work:
BUT:
7
SALES
vs.
AGENCY TO SELL/BUY
REPRESENTATIVE
AGENCY
FIDUCIARY
Essentially revocable
Fruits and of principal
AGENT
Contd
THEREFORE:
AGENT
is deemed to be Seller/Buyer
when contracted to assume Risks and
Obligations contrary to his representative/
fiduciary role:
(a)
RISKS OF LOSS
INSURABLE INTEREST
MAINTENANCE
SALE
versus
LEASE
LEASE:
ESSENTIALLY
INVOLVES
THE
FEW INSTANCES:
10
TREATED AS SALE ON
INSTALLMENTS WHEN LEASE
STRUCTURED IN SUCH A WAY AS
TO AVOID APPLICATION OF THE
RECTO LAW
PARTIES TO A SALE
(The Essential Element of CONSENT)
11
(a)
(b)
By Pre-nuptials
By Judicial decree
Wards
Agent
Principal
(Art. 1491)
Administrator/
Executor
Public Officers
Government property
their jurisdiction
under
Judges/Justices/
Court Officers
Lawyers
12
SUBJECT MATTER
(OBLIGATION to Transfer Ownership and Deliver Possession)
1.
2.
3.
POSSIBLE THING
vs.
Impossible things
LICIT
vs.
Illicit
vs.
Non-Determinable
GENERICS
DETERMINATE
DETERMINABLE
RATIONALE:
2.
3.
REAL/TRUE
vs.
(Reformation)
CERTAIN
ASCERTAINABLE
. MANNER OF PAYMENT
RATIONALE:
14
FALSE
vs.
SIMULATED
vs.
PURE
(Void)
vs.
LIBERALITY
NOMINAL
CONSIDERATION
vs.
UNASCERTAINABLE
vs.
UNASCERTAINABLE
Must
meet
Onerous
characteristics of SALE
and
Commutative
PERFECTION
Takes place upon the concurrence of the essential elements
of the Sale which are:
the meeting of the minds of the parties
as to the object of the contract
upon the price.
CONSUMMATION
It begins when the parties perform their respective
undertaking under the perfected contract of sale, culminating in
the extinguishments thereof.
Jovan Land, Inc. v. CA, 268 SCRA 160 (1997)
San Miguel Properties Philippines, Inc. v. Huang, 336 SCRA 737 (2000)
15
POLICITACION STAGE
OFFERS
ACCEPTANCES
OPTION CONTRACTS
16
RULES ON OFFERS:
1.
2.
3.
4.
5.
knowledge of Acceptance
6.
17
CERTAIN OFFER
(a)
(b)
(c)
Possible thing
Licit
Determinate or Determinable
18
THAT IS:
Real
Valuable
Certain or Ascertainable
With Manner of Payment/Performance
agreed upon
ABSOLUTE ACCEPTANCE
19
(a)
(b)
MAY CLARIFY
(c)
OPTION CONTRACT:
ACCEPTANCE of OFFER to give on Option to Buy/to Sell
CONSIDERATION:
20
AT A PRICE:
-
Real
- Valuable
- Certain/
Ascertainable
2.
3.
(c)
CONDITION:
SUBJECT MATTER
Licit
Determinate/Determinable
PRICE:
THAT WILL
AGREED UPON
23
Mayfair Theater
25
Optionee
26
Obligations to do
Contract of Sale
To enter into a
(2)
27
TO
SELL
28
PERFECTION STAGE
PERFECTION HAPPENS WHEN A CERTAIN
OFFER HAS BEEN MET BY AN ABSOLUTE
ACCEPTANCE
THE ONLY POINT IN TIME TO DETERMINE THE
VALIDITY OR INVALIDITY OF A CONTRACT OF SALE
Birth sets the essence of the Sale
29
CONSENSUALITY
RELATIVITY
FORM OF SALE
GENERALLY:
2.
3.
30
FORM OF SALE
contd
(b)
SUBJECT MATTER
PRICE
Possible thing
Licit
Determinate/
Determinable
real
valuable
certain/ascertainable
manner of payment provided
(c)
OR PARTIALLY EXECUTED
(Estoppel)
FORM OF SALE
contd
(b)
32
Performance Must
Touch Upon
Price
Cannot Cover Other
Consideration
OTHERWISE:
IF DEED OF SALE IN
WRITING and/or NOTARIZED
SALES OF IMMOVABLES
1.
TO
BE
ENFORCEABLE
3.
TO
BE VALID
CONSUMMATION STAGE
(3)
(1)
PERFORMANCE
DELIVERY OF
SUBJECT MATTER
PAYMENT OF PRICE
SPECIFIC PERFORMANCE
RESCISSION
DOUBLE SALES RULE
SUBDIVISION LOTS &
CONDO UNITS RULES
RECTO LAW
MACEDA LAW
(2)
RISK OF LOSS
(5)
REMEDIES
(4)
EXTINGUISHMENT
CONVENTIONAL
REDEMPTION
(SALE A RETRO)
EQUITABLE
MORTGAGES
LEGAL
REDEMPTION
CONDITIONS AND
WARRANTIES
EFFECTS OF CONDITIONS
EXPRESS WARRANTIES
IMPLIED WARRANTIES
35
OBLIGATIONS OF SELLER
1.
2.
3.
4.
OBLIGATIONS OF BUYER
1. TO PAY THE PRICE
2.
36
OWNERSHIP
MAGIC OF
TRADITION
37
THE RISK
CONSTRUCTIVE DELIVERY
CONSTITUTUM POSSESORIUM
TRADITIO BREVI MANU
TRADITIO LONGA MANU OR SYMBOLIC DELVERY
Public Instrument
DELIVERY FOR
INTANGIBLES
Transfer/Negotiation of
Evidences the Intangible
the
Title
DOCUMENTS TO TITLE
39
FOR MOVABLES:
2.
40
FOR IMMOVABLES:
(b)
(c)
(d)
41
Sales is Void
Not applicable to Contracts to Sell
Not applicable if first sale is the
42
43
contd
(b)
(c)
(d)
contd
(f)
(g)
45
contd
46
47
I.
II.
contd
SPECIAL RULES:
1.
2.
Sale by Co-Owner
- particular portion
- whole property
3.
49
50
contd
4.
5.
6.
7.
Buyer
bears
the
consequences
of
Deterioration,
but
benefits from the Fruits
and Improvements
Arts. 1480, 1163-1262
Arts. 1189, 1537 and 1538
51
BEFORE PERFECTION:
2.
52
contd
contd
4.
54
55
2. RECTO
LAW:
(a)
(b)
(c)
56
58
REMEDY OF FORECLOSURE
(i)
(ii)
59
(v)
Perverse Buyer
Filipinas Investment & Finance Corp. v. Ridad, 30 SCRA 564 (1969)
60
61
(b)
Transactions Covered
The formal requirements of rescission
under the Maceda Law apply even to contracts
entered into prior to its effectivity.
Siska Dev. Corp. v. Office of the President, 231 SCRA 674 (1994)
BUT SEE:
62
Peoples Indl and Comm. Corp. v. CA, 281 SCRA 206 (1997)
MACEDA LAW
contd
63
MACEDA LAW
contd
(c)
64
MACEDA LAW
contd
during
grace
period,
cancellation of contract
before
actual
66
(a)
(b)
(c)
CONTRACTS TO SELL
Versus
CONDITIONAL CONTRACTS OF SALE
Art. 1458 Defines a Sale to covered both
Absolute and Conditional
Both Contracts are usually bound by same
condition: Full payment of the Price
Both Contracts are consensual, onerous,
commutative,
and
cover
bilateral
obligations
67
contd
68
contd
contd
70
CONDITIONS
versus
WARRANTIES
contd
EXPRESS WARRANTIES
contd
(Art. 1546)
relying
on
such
IMPLIED WARRANTIES
contd
(Art. 1547)
1.
2.
74
contd
3.
4.
75
contd
contd
7.
77
ADDITIONAL WARRANTIES
FOR CONSUMER
(Arts. 68, Consumer Act of the Philippines, R.A. 7394).
PRODUCTS
78
contd
C.
EFFECTS OF WARRANTIES
D.
EFFECTS OF WAIVERS
G.
EXTINGUISHMENT OF SALE
SALE EXTINGUISHED BY SAME MODES
APPLICABLE TO ALL CONTRACTS
Arts. 1231, 1600
REDEMPTION
IS
A MODE
EXTINGUISHMENT UNIQUE TO SALES:
CONVENTIONAL REDEMPTION: SALE
WITH RIGHT TO REPURCHASE
LEGAL REDEMPTION
79
OF
CONVENTIONAL REDEMPTION
(SALE WITH A RIGHT TO REPURCHASE)
Even though
instrument
found
in
separate
80
CONVENTIONAL REDEMPTION
contd
81
exercise of Right of
redemption
cannot
exceed 10 years
beyond 10 years
SALIENT MATTERS ON
RIGHT OF REDEMPTION
(a)
PERIOD OF REDEMPTION:
When no Period agreed upon: 4 years
When
Period agreed
exceed 10 years
When
Period
Stipulated
of
upon:
cannot
Non-Redemption
83
Period
Ong Chua v. Carr, 53 Phil. 975 (1929)
84
SALIENT MATTERS
(b)
contd
85
(1978)
SALIENT MATTERS
contd
86
SALIENT MATTERS
contd
HOWEVER:
EQUITABLE MORTGAGE
DEFINITION AND ELEMENTS
(a) The contract entered into
is
denominated as a Sale (absolute or a
retro); and
(b)
88
EQUITABLE MORTGAGE
contd
89
90
form of
91
RULINGS ON EM
CONTRA:
contd
93
REMEDIES IN EM
contd
94
LEGAL REDEMPTION
DEFINITION AND RATIONALE:
Privilege created by law for reasons of
public policy.
For benefit and convenience of the
redemptioner, to afford him a way out of what
might be a disagreeable or inconvenient
association into which he has been thrust.
Intended to minimize co-ownership.
Fernandez v. Tarun, 391 SCRA 653 (2002)
Basa v. Aguilar, 117 SCRA 128 (1982)
95
LEGAL REDEMPTION
contd
97
98
contd
contd
101
contd
102
contd
(d)
(e)
103
contd
104
contd
(g)
contd
(i)
106
contd
contd
108
contd
END