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Title VI. - SALES

CHAPTER 1
NATURE AND FORM OF THE CONTRACT

DEFINITION OF SALE:
Art. 1458. By the contract of sale one of the contracting parties obligates himself to transfer the ownership and to
deliver a determinate thing, and the other to pay therefor a price certain in money or its equivalent.

A contract of sale may be absolute or conditional. (1445a)

Definition in Art 1458 brings about the creation of two sets of obligations:
1) For the seller: (1) to transfer ownership and (2) deliver possession of the subject matter
2) For the buyer: to pay the price

Obligations here are obligations to give; thus it may be the subject of actions for specific
performance.

The contract of sale is an agreement whereby one of the parties (called the seller or vendor)
obligates himself to deliver something to the other (called the buyer or purchaser or vendee)
who, on his part, binds himself to pay therefor a sum of money or its equivalent (known as
the price).

Kinds of contract of sale.

(1) As to presence or absence of conditions. A sale may be either:

Absolute. Where the sale is not subject to any condition whatsoever and where title passes to the buyer
upon delivery of the thing sold. Ex: Deed of sale.

Conditional. Where the sale contemplates a contingency (Arts. 1461, 1462, par. 2; Art. 1465.), and in
general, where the contract is subject to certain conditions (see Art. 1503, par. 1.), usually, in the case of
the vendee, the full payment of the agreed purchase price and in the case of the vendor, the fulfillment of
certain warranties, e.g., the timely eviction of squatters on the property sold.

(2) Other kinds. There are, of course, other kinds of sale depending on ones point of view, e.g., as to the nature
of the subject matter (real or personal, tangible or intangible), as to manner of payment of the price (cash or
installment), as to its validity (valid, rescissible, unenforceable, void), etc.

NOTE:
In a contract of sale, in the absence of any stipulation, the obligations of the seller and buyer are reciprocal,
the obligation or promise of each party is the cause or consideration for the obligation or promise by the other. The
reciprocal obligations would normally be, in the case of the buyer, the payment of the agreed price and in the case of
the seller, the fulfillment of certain express warranties.

Characteristics of a contract of sale:

The contract of sale is:
(1) Consensual, because it is perfected by mere consent without any further act;
(2) Bilateral, because both the contracting parties are bound to fulfill correlative obligations towards each
other the seller, to deliver and transfer ownership of the thing sold and the buyer, to pay the price;
(3) Onerous, because the thing sold is conveyed in consideration of the price and vice versa.
(4) Commutative, because the thing sold is considered the equivalent of the price paid and vice versa.
However, the contract may be aleatory as in the case of the sale of a hope (e.g., sweepstakes ticket);
(NOTE: By way of exception, some contracts of sale are aleatory, i.e., what one receives may in time be greater or
smaller than what he has given. Example: The sale of a genuine sweepstakes ticket.)
(5) Nominate, because it is given a special name or designation in the Civil Code, namely, sale; and
(6) Principal, because it does not depend for its existence and validity upon another contract.

NOTE:
A contract of sale is normally commutative and onerous. In a contract of sale, not only does each one of the
parties assume a correlative obligation, but each party anticipates performance by the other from the very start.
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Essential requisites of a contract of sale:

(1) Consent or meeting of the minds - This refers to the consent on the part of the seller to transfer and deliver
and on the part of the buyer to pay.

The parties must have legal capacity to give consent and to obligate themselves.
The contract to sell is a bilateral contract. Where there is merely an offer by one party without the
acceptance of the other, there is no consent.
The sale of conjugal property requires the consent of both the husband and the wife. The absence of the
consent of one renders the sale null and void (Family Code.) while the vitiation thereof makes it merely
voidable.

(2) Object or subject matter - This refers to the determinate thing which is the object of the contract.

The thing must be determinate or at least capable of being made determinate because if the seller and
the buyer differ in regard to the thing sold, there is no meeting of the minds; therefore, there is no sale.
The subject matter may be personal or real property.

(3) Cause or consideration -This refers to the price certain in money or its equivalent (Art. 1458.)

The words its equivalent have been interpreted to mean that payment need not be in money, so that
there can be a sale where the thing given as token of payment has been assessed and evaluated and
[its] price equivalent in terms of money [has] been determined.

(PARAS)
(a) Essential elements (those without which there can be no valid sale):
1) Consent or meeting of the minds, i.e., consent to transfer ownership in exchange for the price.
2) Determinate subject matter (generally, there is no sale of generic thing; moreover, if the parties
differ as to the object, there can be no meeting of the minds).
3) Price certain in money or its equivalent (this is the cause or consideration). (The price need not be
in money.)
(b) Natural elements (those which are inherent in the contract, and which in the absence of any
contrary provision, are deemed to exist in the contract).
1) Warranty against eviction (deprivation of the property bought)
2) Warranty against hidden defects (c) Accidental elements (those which may be present or absent in
the stipulation, such as the place or time of payment, or the presence of conditions).

NOTE:
The absence of any of the above essential elements negates the existence of a perfected contract of sale.3
Sale, being a consensual contract (see Art. 1475.), he who alleges it must show its existence by competent proof.

A contract of sale of property, without consideration, and executed by a person who is of low intelligence, illiterate,
and who could not sign his name or affix his thumbmark, is void.

Contract of Sale Distinguished from Contract to Sell

(1) Transfer of title. In a contract of sale, title passes to the buyer upon delivery of the thing sold,
while in a contract to sell (or of exclusive right and privilege to purchase), where it is stipulated that
ownership in the thing shall not pass to the purchaser until he has fully paid the price (Art. 1478.), ownership
is reserved in the seller and is not to pass until the full payment of the purchase price. In the absence of such
stipulation, especially where the buyer took possession of the property upon execution of the contract,
indicates that what the parties contemplated is a contract of absolute sale.

(2) Payment of price. In the first case, non-payment of the price is a negative resolutory condition
(see Art. 1179.), and the remedy of the seller is to exact fulfillment or to rescind the contract (see Arts.
1191, 1592.), while in the second case, full payment is a positive suspensive condition, the failure of which
is not a breach, casual or serious, of the contract but simply an event that prevents the obligation of the
vendor to convey title from acquiring binding force.
Where the seller promises to execute a deed of absolute sale upon full payment of the purchase
price, the agreement is a contract to sell.

(3) Ownership of vendor. Being contraries, their effect in law cannot be identical. In the first case, the
vendor has lost and cannot recover the ownership of the thing sold and delivered, actually or constructively
(see Art. 1497.), until and unless the contract of sale itself is resolved and set aside. In the second case,
however, the title remains in the vendor if the vendee does not comply with the condition precedent of
making payment at the time specified in the contract. There is no actual sale until and unless full payment of
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the price is made and a contract of sale is entered into to consummate the sale. If the vendor should eject
the vendee for failure to meet the condition precedent he is enforcing the contract and not rescinding it.
Article 11915 is not applicable. A contract to sell is commonly entered into so as to protect the seller against
a buyer who intends to buy a property in installments by withholding ownership over the property until the
buyer effects full payment therefore.

(PARAS)

(a) In a Contract of Sale, the non-payment of price is a resolutory condition, i.e., the contract of sale may by
such occurrence put an end to a transaction that once upon a time existed; in a Contract to Sell, the
payment in full of the price is a positive suspensive condition. Hence, if the price is not paid, it is as if the
obligation of the seller to deliver and to transfer ownership never became effective and binding.
(b) In the first, title over the property generally passes to the buyer upon delivery; in the second, ownership
is retained by the seller, regardless of delivery and is not to pass until full payment of the price.
(c) In the first, after delivery has been made, the seller has lost ownership and cannot recover it unless the
contract is resolved or rescinded; in the second, since the seller retains ownership, despite delivery, he is
enforcing and not rescinding the contract if he seeks to oust the buyer for failure to pay.

IN SUM:
Consequently, in a contract of sale, after delivery of the object of the contract has been made, the
seller loses ownership and cannot recover the same, unless the contract is rescinded. But in the
contract to sell, the seller retains ownership and the buyers failure to pay cannot even be considered
a breach, whether casual or substantial, but an event that prevented the sellers duty to transfer title
to the object of the contract.

Other cases of contract to sell

1) Where the subject matter is not determinate or the price is not certain, the agreement is merely a
contract to sell. For purposes of the perfection of a contract of sale (see Art. 1475.), there is already a price
certain where the determination of the price is left to the judgment of a specified person or persons (see Art.
1469, par. 1.), and notwithstanding that such determination has yet to be made.
(2) A sale of future goods (see Art. 1462.) even though the contract is in the form of a present sale operates
as a contract to sell the goods.
(3) Where the stipulation of the parties is that the deed of sale and corresponding certificate of sale would be
issued only after full payment of the purchase price, the contract entered into is a contract to sell and not a
contract of sale. It has been held that the act of the vendor of delivering the possession of the property
(land) to the vendee contemporaneous with the contract (deed of sale in a private instrument) was an
indication that an absolute contract of sale was intended by the parties and not a contract to sell.

Art. 1459. The thing must be licit and the vendor must have a right to transfer the ownership thereof at the time it
is delivered. (n)

1. Things. Aside from being (a) determinate, the law requires that the subject matter must be (b) licit or lawful,
that is, it should not be contrary to law, morals, good customs, public order, or public policy and
should (c) not be impossible. In other words, like any other object of a contract, the thing must be within the
commerce of men.

NOTE:
If the subject matter of the sale is illicit, the contract is void and cannot, therefore, be ratified. (Art. 1409.)

2. Rights. All rights which are not intransmissible or personal may also be the object of sale (Art. 1347.)
Example: in transmissible rights are the right to vote, right to public office, marital and parental rights, etc.

Licit Object
(a) The word licit means lawful, i.e., within the commerce of man.
(b) Things may be illicit:
1) per se (of its nature)
Example: Sale of human flesh for human pleasure, Decayed food unfit for consumption
2) per accidens (made illegal by provision of the law)
Examples: Sale of land to an alien after the effective date of the Constitution; sale of illegal lottery
tickets.
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(HECTOR) The thing may be illicit per se (of its nature) or per accidens (because of some provisions
of law declaring it illegal).

(c) If the object of the sale is illicit, the contract is null and void (Art. 1409), and cannot, therefore, be
ratified.
(d) The right of redemption may be sold. So also may literary, artistic, and scientific works. A usufruct may
also be sold.

3. Transfer of Ownership

(1) Seller must be owner or authorized by owner of thing sold. It is essential in order for a sale to be valid
that the vendor must be able to transfer ownership (Art. 1458.) and, therefore, he must be the owner or at least
must be authorized by the owner of the thing sold.

This rule is in accord with a well-known principle of law that one can not transmit or dispose of that which he
does not have nemo dat quod non-habet. Accordingly, one can sell only what one owns or is authorized to sell,
and the buyer can acquire no more than what the seller can transfer legally for exceptions, see Art. 1505.

(2) Right must exist at time of delivery. Article 1459, however, does not require that the vendor must have
the right to transfer ownership of the property sold at the time of the perfection of the contract.

Perfection per se does not transfer ownership which occurs upon the actual or constructive delivery of the
thing sold. Sale, being a consensual contract, it is perfected by mere consent (see Art. 1475.), and ownership by the
seller of the thing sold is not an element for its perfection. It is sufficient if the seller has the right to transfer the
ownership thereof at the time it is delivered. Thus, the seller is deemed only to impliedly warrant that he has a
right to sell the thing at the time when the ownership is to pass. (Art. 1547[1].)

The reason for the rule is obvious. Since future goods (Arts.N1461, par. 1; 1462 par. 1.) or goods whose
acquisition by the seller depends upon a contingency (Art. 1462, par. 2.) may be the subject matter of sale, it would
be inconsistent for the article to require that the thing sold must be owned by the seller at the time of the sale
inasmuch as it is not possible for a person to own a thing or right not in existence.

(3) Where property sold registered in name of seller who employed fraud in securing his title. Although
generally a forged or fraudulent deed is a nullity and conveys no title, there are instances when such a document
may become the root of a valid title. One such instance is where the certificate of title was already transferred from
the name of the true owner to the forger, and while it remained that way, the land was subsequently sold to an
innocent purchaser for value.

(5) Where real property, subject of unrecorded sale, subsequently mortgaged by seller which mortgage
was registered. The mortgagees registered mortgage right over the property is inferior to that of the buyers
unregistered right. The unrecorded sale between the buyer and the seller is preferred for the reason that if the seller
the original owner, had parted with his ownership of the thing sold then, he no longer had ownership and free
disposal of that thing so as to be able to mortgage it again. Registration of the mortgage is of no moment since it is
understood to be without prejudice to the better right of third parties.

Art. 1460. A thing is determinate when it is particularly designated or physical segregated from all other of the same
class.

The requisite that a thing be determinate is satisfied if at the time the contract is entered into, the thing is capable of
being made determinate without the necessity of a new or further agreement between the parties. (n)

1. When thing determinate- This requisite that the object of a contract of sale must be determinate is in
accordance with the general rule that the object of every contract must be determinate as to its kind. (Art. 1349.) A
determinate thing is identified by its individuality. e.g. my car

2 Sufficient if subject matter capable of being made determinate. It is not necessary that the thing sold
must be in sight at the time the contract is entered into. It is sufficient that the thing is determinable or capable of
being made determinate without the necessity of a new or further agreement between the parties.

Rule if New Agreement is Needed

If there is a necessity of making a new agreement to determine the amount and the quality of the object
sold, this necessarily constitutes an obstacle to the perfection of the contract.
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Art. 1461. Things having a potential existence may be the object of the contract of sale.

The efficacy of the sale of a mere hope or expectancy is deemed subject to the condition that the thing will come into
existence.

The sale of a vain hope or expectancy is void. (n)

1. Sale of things having potential existence

Even a future thing not existing at the time the contract is entered into may be the object of sale provided it
has a potential or possible existence, that is, it is reasonably certain to come into existence as the natural increment
or usual incident of something in existence already belonging to the seller, and the title will vest in the buyer the
moment the thing comes into existence.
Example: (a) young animals not yet in existence or still ungrown fruits (b) the wine that a particular vineyard is
expected to produce (c) the wool that shall, thereafter, grow upon a sheep (d) the expected goodwill of a business
enterprise.

2. Sale of a mere hope or expectancy.

The sale really refers to an expected thing which is not yet in existence and not to the hope or expectancy which
already exists, in view of the condition that the thing will come into existence. But the sale of a mere hope or
expectancy is valid even if the thing hoped or expected does not come into existence, unless the hope or expectancy
is vain in which case, the sale is void. (par. 3.)

EXAMPLES:
(1) S binds himself to sell for a specified price to B a parcel of land if he wins a case for the recovery
of said land pending in the Supreme Court. Here, the obligation of S to sell will arise, if the expected
thing, the land, will come into existence, i.e., if he wins the case. Before a decision is rendered,
there is only the mere hope or expectancy that the thing will come into existence.

(2) B buys a sweepstakes ticket in the hope of winning a prize. Here, the object of the contract is the
hope itself. The sale is valid even if B does not win a prize because it is not subject to the condition
that the hope will be fulfilled.

Emptio rei speratae (sale of thing expected) is the sale of a thing not yet in existence subject to the
condition that the thing will exist and on failure of the condition, the contract becomes ineffective and hence,
the buyer has no obligation to pay the price.
the future thing is certain as to itself but uncertain as to its quantity and quality. Such sale is
subject to the condition that the thing will come into existence (see Art. 1545, par. 2.), whatever
its quantity or quality.
the contract deals with a future thing.
the sale is subject to the condition that the thing should exist, so that if it does not, there will be
no contract by reason of the absence of an essential element.

emptio spei is the sale of the hope itself that the thing will come into existence, where it is agreed that
the buyer will pay the price even if the thing does not eventually exist.
(like the sale of a sweepstake ticket), it is not certain that the thing itself (winning a prize) will
exist, much less its quantity and quality.
the contract relates to a thing which exists or is present the hope or expectancy.
It produces effect even though the thing does not come into existence because the object of the
contract is the hope itself, unless it is a vain hope or expectancy (like the sale of a
falsifiesweepstake ticket which can never win).

Presumption in case of doubt.

In case of doubt, the presumption is in favor of emptio rei speratae which is more in keeping with the
commutative character of the contract.
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Art. 1462. The goods which form the subject of a contract of sale may be either existing goods, owned or possessed
by the seller, or goods to be manufactured, raised, or acquired by the seller after the perfection of the contract of
sale, in this Title called "future goods."

There may be a contract of sale of goods, whose acquisition by the seller depends upon a contingency which may or
may not happen. (n)

Article 1462 contemplates a contract of sale of specific goods where one of the contracting parties binds
himself to transfer the ownership of and deliver a determinate thing and the other to pay therefor a price
certain in money or its equivalent. The said article requires that there be delivery of goods, actual or
constructive, to be applicable. It does not apply to a transaction where there was no such delivery; neither
was there any intention to deliver a determinate thing. Thus, a futures contract where the parties merely
speculate on the rise and fall on the price of the goods subject matter of the transaction is a form of
gambling was declared null and void by Article 2018 of the Civil Code.

Art. 1463. The sole owner of a thing may sell an undivided interest therein. (n)

Article 1463 covers only the sale by a sole owner of a thing of an undivided share or interest thereof.
EXAMPLE:
S is the owner of a parcel of land with an area of 1,000 square meters. As the sole owner, S can sell to B the
entire portion; or only 500 square meters of the land by metes and bounds in which case he becomes the
sole owner of the remaining 500 meters and B the portion sold; or he may sell an undivided half of the land
without specially designating or identifying the portion sold, in which case they become co-owners. As a co-
owner, S or B can convey or transfer only the title pertaining to the undivided half of the land, for vital to the
validity of a contract of sale is that the vendor be the owner of the thing sold. (Art. 1459.)

Art. 1464. In the case of fungible goods, there may be a 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. (n)

(1) Meaning of fungible goods. It means goods of which any unit is, from its nature or by mercantile usage,
treated as the equivalent of any other unit (Uniform Sales Act, Sec. 76.), such as grain, oil, wine, gasoline, etc.

Fungibles are personal property which may be replaced with equivalent things.

Art. 1465. Things subject to a resolutory condition may be the object of the contract of sale. (n)

A resolutory condition - is an uncertain event upon the happening of which the obligation (or right) subject to it is
extinguished. Hence, the right acquired in virtue of the obligation is also extinguished. (Also called conditions
subsequent) here, rights already acquired are lost once the condition is fulfilled.

Example:
1) Ill give you my car now but should you pass the bar, the donation will not be effective. If you pass the bar, you
must return the car to me.

Suspensive conditions the happening of which will give rise to the acquisition of a right (also called conditions
precedent or conditions antecedent). Be it noted that what characterizes an obligation with a suspensive condition is
the fact that its effi cacy or obligatory force is subordinated to the happening of a future and uncertain event; if the
suspensive condition does not take place, the parties would stand as if the conditional obligation had never existed.

NOTE:
Non-payment of the purchase price is a resolutory condition for which the remedy is either rescission or
specific performance under Article 1191 of the Civil Code. It constitutes a very good reason to rescind a sale, for it
violates the very essence of the contract of sale.

One of the obligations of the vendor is to transfer the ownership of the thing object of the contract. (Art.
1458.) If the resolutory condition attaching to the object of the contract, which object may include things as well as
rights should happen, then the vendor cannot transfer the ownership of what he sold since there is no object.
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Art. 1466. In construing 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. (n)

1. By the 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. 1868.)

In order to classify a contract, due regard must be given to its essential clauses. A contract is what the law
defines it to be, and not what it is called by the contracting parties.

Sale may be distinguished from an agency to sell, as follows:

(1) In a sale, the buyer receives the goods as owner; in an agency to sell, the agent receives the goods as the goods
of the principal who retains his ownership over them and has the right to fix the price and the terms of the sale and
receive the proceeds less the agents commission upon the sales made;
(2) In a sale, the buyer has to pay the price; in an agency to sell, the agent has simply to account for the proceeds
of the sale he may make on the principals behalf;
(3) In a sale, the buyer, as a general rule, cannot return the object sold; in an agency to sell, the agent can return
the object in case he is unable to sell the same to a third person;
(4) In a sale, the seller warrants the thing sold; in an agency to sell, the agent makes no warranty for which he
assumes personal liability as long as he acts within his authority and in the name of the seller; and
(5) In a sale, the buyer can deal with the thing sold as he pleases being the owner; in an agency to sell, the agent in
dealing with the thing received, must act and is bound according to the instructions of his principal.10
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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. (n)

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. (1446a)

Art. 1469. In order that the price may be considered certain, it shall be sufficient that it be so with reference to
another thing certain, or that the determination thereof be left to the judgment of a special person or persons.

Should such person or persons be unable or unwilling to fix it, the contract shall be inefficacious, unless the parties
subsequently agree upon the price.

If the third person or persons acted in bad faith or by mistake, the courts may fix the price.

Where such third person or persons are prevented from fixing the price or terms by fault of the seller or the buyer,
the party not in fault may have such remedies against the party in fault as are allowed the seller or the buyer, as the
case may be. (1447a)

Art. 1470. Gross inadequacy of price does not affect a contract of sale, except as it may indicate a defect in the
consent, or that the parties really intended a donation or some other act or contract. (n)

Art. 1471. If the price is simulated, the sale is void, but the act may be shown to have been in reality a donation, or
some other act or contract. (n)

Art. 1472. The price of securities, grain, liquids, and other things shall also be considered certain, when the price
fixed is that which the thing sold would have on a definite day, or in a particular exchange or market, or when an
amount is fixed above or below the price on such day, or in such exchange or market, provided said amount be
certain. (1448)

Art. 1473. The fixing of the price can never be left to the discretion of one of the contracting parties. However, if the
price fixed by one of the parties is accepted by the other, the sale is perfected. (1449a)

Art. 1474. Where the price cannot be determined in accordance with the preceding articles, or in any other manner,
the contract is inefficacious. However, if the thing or any part thereof has been delivered to and appropriated by the
buyer he must pay a reasonable price therefor. What is a reasonable price is a question of fact dependent on the
circumstances of each particular case. (n)

Art. 1475. The contract of sale is perfected at the moment there is a meeting of minds upon the thing which is the
object of the contract and upon the price.

From that moment, the parties may reciprocally demand performance, subject to the provisions of the law governing
the form of contracts. (1450a)

Art. 1476. In the case of a sale by auction:

(1) Where goods are put up for sale by auction in lots, each lot is the subject of a separate contract of sale.

(2) A sale by auction is perfected when the auctioneer announces its perfection by the fall of the hammer, or in other
customary manner. Until such announcement is made, any bidder may retract his bid; and the auctioneer may
withdraw the goods from the sale unless the auction has been announced to be without reserve.

(3) A right to bid may be reserved expressly by or on behalf of the seller, unless otherwise provided by law or by
stipulation.

(4) Where notice has not been given that a sale by auction is subject to a right to bid on behalf of the seller, it shall
not be lawful for the seller to bid himself or to employ or induce any person to bid at such sale on his behalf or for
the auctioneer, to employ or induce any person to bid at such sale on behalf of the seller or knowingly to take any
bid from the seller or any person employed by him. Any sale contravening this rule may be treated as fraudulent by
the buyer. (n)

Art. 1477. The ownership of the thing sold shall be transferred to the vendee upon the actual or constructive delivery
thereof. (n)
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Art. 1478. The parties may stipulate that ownership in the thing shall not pass to the purchaser until he has fully paid
the price. (n)

Art. 1479. A promise to buy and sell a determinate thing for a price certain is reciprocally demandable.

An accepted unilateral promise to buy or to sell a determinate thing for a price certain is binding upon the promissor
if the promise is supported by a consideration distinct from the price. (1451a)

Art. 1480. Any injury to or benefit from the thing sold, after the contract has been perfected, from the moment of
the perfection of the contract to the time of delivery, shall be governed by Articles 1163 to 1165, and 1262.

This rule shall apply to the sale of fungible things, made independently and for a single price, or without
consideration of their weight, number, or measure.

Should fungible things be sold for a price fixed according to weight, number, or measure, the risk shall not be
imputed to the vendee until they have been weighed, counted, or measured and delivered, unless the latter has
incurred in delay. (1452a)

Art. 1481. In the contract of sale of goods by description or by sample, the contract may be rescinded if the bulk of
the goods delivered do not correspond with the description or the sample, and if the contract be by sample as well as
description, it is not sufficient that the bulk of goods correspond with the sample if they do not also correspond with
the description.

The buyer shall have a reasonable opportunity of comparing the bulk with the description or the sample. (n)

Art. 1482. Whenever earnest money is given in a contract of sale, it shall be considered as part of the price and as
proof of the perfection of the contract. (1454a)

Art. 1483. Subject to the provisions of the Statute of Frauds and of any other applicable statute, a contract of sale
may be made in writing, or by word of mouth, or partly in writing and partly by word of mouth, or may be inferred
from the conduct of the parties. (n)

Art. 1484. In a contract of sale of personal property the price of which is payable in installments, the vendor may
exercise any of the following remedies:

(1) Exact fulfillment of the obligation, should the vendee fail to pay;

(2) Cancel the sale, should the vendee's failure to pay cover two or more installments;

(3) Foreclose the chattel mortgage on the thing sold, if one has been constituted, should the vendee's failure to pay
cover two or more installments. In this case, he shall have no further action against the purchaser to recover any
unpaid balance of the price. Any agreement to the contrary shall be void. (1454-A-a)

Art. 1485. The preceding article shall be applied to contracts purporting to be leases of personal property with option
to buy, when the lessor has deprived the lessee of the possession or enjoyment of the thing. (1454-A-a)
Art. 1486. In the case referred to in two preceding articles, a stipulation that the installments or rents paid shall not
be returned to the vendee or lessee shall be valid insofar as the same may not be unconscionable under the
circumstances. (n)

Art. 1487. The expenses for the execution and registration of the sale shall be borne by the vendor, unless there is a
stipulation to the contrary. (1455a)

Art. 1488. The expropriation of property for public use is governed by special laws. (1456)