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CHAPTER 5 Obligations of the Vendee circumstances of the case whether the

breach thereof is severable or not.

ARTICLE 1582. The vendee is bound to accept 3. Where breach effects whole contract: The
delivery and to pay the price of the thing sold at the injured party may sue for damages for
time and place stipulated in the contract. breach of the entire contract if the breach is
If the time and place should not have been so material as to affect the contract as a
stipulated, the payment must be made at the time whole
and place of the delivery of the thing sold. 4. Where breach divisible: Give rise to a claim
(See page 167 for example) for compensation for the particular breach
but not a right to treat the whole contract
Principal Obligations of vendee: broken,
1. Accept delivery
2. Pay the price ARTICLE 1584. Where goods are delivered to the
3. To bear the expenses for the execution & buyer, which he has not previously examined, he is
registration of the sale and putting goods in a not deemed to have accepted them unless and until
deliverable state, if such is the stipulation he has had a reasonable opportunity of examining
them for the purpose of ascertaining whether they
Pertinent Rules: are in conformity with the contract if there is no
1. In a contract of sale, the vendor is not stipulation to the contrary.
required to deliver the thing sold until the Unless otherwise agreed, when the seller
price is paid nor the vendee to pay the price tenders delivery of goods to the buyer, he is bound,
before the thing is delivered in the absence of on request, to afford the buyer a reasonable
an agreement to the contrary opportunity of examining the goods for the purpose
2. If stipulated, then the vendee is bound to of ascertaining whether they are in conformity with
accept delivery and to pay the price at the the contract. Where goods are delivered to a carrier
time and place designated; by the seller, in accordance with an order from or
3. If there is no stipulation as to the time and agreement with the buyer, upon the terms that the
place of payment and delivery, the vendee is goods shall not be delivered by the carrier to the
bound to pay at the time and place of buyer until he has paid the price, whether such
delivery; terms are indicated by marking the goods with the
4. In the absence also of stipulation, as to the words "collect on delivery," or otherwise, the buyer
place of delivery, it shall be made wherever is not entitled to examine the goods before the
the thing might be at the moment the payment of the price, in the absence of agreement
contract was perfected; or usage of trade permitting such examination.
5. If only the time for delivery of the thing sold
has been fixed in the contract, the vendee is Acceptance: assent to become owner of the specific
required to pay even before the thing is goods when delivery of them is offered to the buyer.
delivered to him. 1. Actual delivery contemplated
-Ownership of the goods shall be transferred
ARTICLE 1583. Unless otherwise agreed, the buyer only upon actual delivery subject to a
of goods is not bound to accept delivery thereof by reasonable opportunity of examining them
installments. to determine if they are in conformity with
Where there is a contract of sale of goods to the contract
be delivered by stated instalments, which are to be -Right of examination or inspection is thus a
separately paid for, and the seller makes defective condition precedent to the transfer of
deliveries in respect of one or more instalments, or ownership unless there is a stipulation to the
the buyer neglects or refuses without just cause to contrary
take delivery of or pay for one or more instalments, 2. Goods delivered C.O.D/ not C.O.D
it depends in each case on the terms of the contract - C.O.D, buyer has the right to examine
and the circumstances of the case, whether the the goods before paying. Right to
breach of contract is so material as to justify the examine the goods is a condition
injured party in refusing to proceed further and suing precedent to paying price after
for damages for breach of the entire contract, or ownership has passed
whether the breach is severable, giving rise to a - C.O.D sale, the buyer is allowed to
claim for compensation but not to a right to treat the examine the goods before payment of
whole contract as broken. the price should it have been so agreed
(See page 169 for example) upon or if it permitted by usage
Rules governing delivery in installments: Buyer does not have absolute right of
1. GR: The buyer is not bound to receive examination since the seller is bound to
delivery of goods in installments. Similarly, afford the buyer a reasonable opportunity of
a buyer has no right to pay the price in examining the goods only on request
installments. Neither can he be required to If seller refused to allow inspection, to
make partial payments ascertain whether they are in conformity with
Exceptions: By agreement, however, goods the contract, the buyers may rescind the
may be deliverable by installments or the contract and recover the price or any part of
price payable in installments. it that he has paid
2. Where separate price has been fixed for Right of inspection may be given up by the
each installment: it depends in each case on buyer by stipulation
the terms of the contract and the
ARTICLE 1585. The buyer is deemed to have sent to the buyer and he rightfully refuses to
accepted the goods when he intimates to the seller accept them, as in the case where the goods
that he has accepted them, or when the goods have are not of the kind and quality agreed upon,
been delivered to him, and he does any act in he is in the position of a bailee who is in
relation to them which is inconsistent with the possession of the goods thrust upon him w/o
ownership of the seller, or when, after the lapse of a his assent.
reasonable time, he retains the goods without 2) Duty of seller to take delivery of goods: After
intimating to the seller that he has rejected them. notice that goods have not and will not be
accepted, the seller must have the burden of
Modes of manifesting acceptance: taking delivery of the said goods.
1. Express acceptance takes place when the 3) Sellers risk of loss: While the goods remain
buyer after delivery of the goods intimates in the buyers possession under these
to the seller, verbally or in writing, that he circumstances, they are, of course at sellers
has accepted them. risk. But the buyer is not deemed and is not
2. Implied acceptance takes place: liable as a depositary, unless he voluntarily
a. When the buyer, after the delivery of constitutes himself as such.
goods, does any act inconsistent with 4) Right of buyer to resell goods: Should the
the sellers ownership, as when he sells seller when notified to take delivery of the
or attempts to sell the goods, or he uses goods, fail to do so; the buyer may resell the
or make alteration in them in a manner goods.
only for an owner;
b. When the buyer, after the lapse of a ARTICLE 1588. If there is no stipulation as
reasonable time without intimating his specified in the first paragraph of article 1523, when
rejection. the buyer's refusal to accept the goods is without
just cause, the title thereto passes to him from the
Delivery and acceptance, separate acts moment they are placed at his disposal.
a. Acceptance, not a condition to complete
delivery The seller must comply with his Note:
obligation to deliver although there is no Under this article, the buyers refusal to
acceptance yet by the buyer accept the goods is w/o a just cause while
b. Acceptance and actual receipt do not imply under Art 1587, the refusal is with a right to
the other Acceptance of the buyer may do so.
precede actual delivery. There may be an
actual receipt w/o any acceptance and ARTICLE 1589. The vendee shall owe interest for
there may be acceptance w/o any receipt. the period between the delivery of the thing and the
payment of the price, in the following three cases:
ARTICLE 1586. In the absence of express or implied (1) Should it have been so stipulated;
agreement of the parties, acceptance of the goods (2) Should the thing sold and delivered produce
by the buyer shall not discharge the seller from fruits or income;
liability in damages or other legal remedy for breach (3) Should he be in default, from the time of judicial
of any promise or warranty in the contract of sale. or extrajudicial demand for the payment of the price.
But, if, after acceptance of the goods, the buyer fails
to give notice to the seller of the breach in any Note:
promise of warranty within a reasonable time after This article presupposes that the delivery of
the buyer knows, or ought to know of such breach, the thing sold and the payment of the price
the seller shall not be liable therefor. were not made simultaneously but the thing
sold was delivered first followed by the
NOTE: payment of the price after the lapse of a
Acceptance of the goods by the buyer does certain period of time.
not discharge the seller from liability in Vendee is liable to pay interest from the
damages or other legal remedy for breach of delivery of the thing until payment of the
any promise or warranty in the contract of price
sale Fruits or income received by the vendee from
Requires buyer, in order to hold the seller thing sold, two conditions must exist:
for breach of promise or warranty, to give a) Thing sold has been delivered
notice to the seller of any such breach within b) It produces fruits or income.
a reasonable time If the vendee would not be bound to pay
Purpose is to protect the seller against interest for the use of the money, which he
belated claims should have paid, the principle of bilaterality
which characterize a contact of sale would
ARTICLE 1587. Unless otherwise agreed, where no longer exist
goods are delivered to the buyer, and he refuses to If the vendee incurs in delay in the payment
accept them, having the right so to do, he is not of the agreed price, the interest is due from
bound to return them to the seller, but it is sufficient the time of judicial or extrajudicial demand
if he notifies the seller that he refuses to accept by the vendor for the payment of the price.
them. If he voluntarily constitutes himself a
depositary thereof, he shall be liable as such. ARTICLE 1590. Should the vendee be disturbed in
the possession or ownership of the thing acquired, or
Where buyers refusal to accept justified should he have reasonable grounds to fear such
1) Duty of the buyer to take care of goods w/o disturbance, by a vindicatory action or a foreclosure
obligation to return If the goods have been of mortgage, he may suspend the payment of the
price until the vendor has caused the disturbance or GR: the vendor may sue for rescission of the
danger to cease, unless the latter gives security for contract should vendee fail to pay the
the return of the price in a proper case, or it has agreed price
been stipulated that, notwithstanding any such The sale of real property, however, is
contingency, the vendee shall be bound to make the subject to the stipulations agreed upon by
payment. A mere act of trespass shall not authorize the parties and to the provisions of Art
the suspension of the payment of the price. 1592.
Before the demand of the rescission of the
When vendee can suspend payment of the contract (not payment of the price) has
price: been made by the vendor, the vendee may
1) If he is disturbed in the possession or still pay the price even after the expiration
ownership of the thing bought of the stipulated period for payment and
2) If he has a well-grounded fear that his notwithstanding a stipulation that failure to
possession or ownership would be disturbed pay the price on the stipulated date ipso
by a vindicatory action or foreclosure of facto resolves the sale
mortgage Right to rescind is not absolute and the
Note: Under Art 1590, the vendee has no cause of court may extend the period for payment
action for rescission before final judgment, the Once a demand for rescission by suit or
reason being that otherwise, the vendor might notarial act is made however, under Art
become the victim of collision (ie., secret agreement 1592, the court may not grant a new term
or cooperation for a fraudulent purpose) between the Art 1592 does not apply on: a. To sales on
vendee and the third person. But the remedy of the installments of real property; b. A mere
buyer is rescission, not suspension of payment, promise to sell (executory contract to sell)
where the disturbance is caused by the existence of where the title remains with the vendor until
non-payment servitude. full payment of the price. In other words,
the vendee in such cases may no longer pay
When vendee cannot suspend payment of the the price after the expiration of the time
price: agreed upon although no demand has yet
1) If the vendor gives security for the return of been made upon him by suit or notarial act.
the price in a proper case;
2) If it has been stipulated that ARTICLE 1593. With respect to movable property,
notwithstanding any such contingency the the rescission of the sale shall of right take place in
vendee must make payment the interest of the vendor, if the vendee, upon the
3) If the vendor has caused the disturbance or expiration of the period fixed for the delivery of the
danger to cease thing, should not have appeared to receive it, or,
4) If the disturbance is a mere act of trespass having appeared, he should not have tendered the
5) If the vendee has fully paid the price price at the same time, unless a longer period has
NOTE: There is a mere act of trespass when the been stipulated for its payment.
third person claims no right whatever. The vendor is (See page 181 for example)
not liable therefor. The vendee has a direct action NOTE:
against intruder. In the case of personal property (which has
not yet been delivered to the vendee), the
ARTICLE 1591. Should the vendor have reasonable vendor can rescind the contract, as a matter
grounds to fear the loss of immovable property sold of right, if the vendee, without any valid
and its price, he may immediately sue for the cause, does not: a. accept delivery; or b. pay
rescission of the sale. the price unless credit period for its payment
Should such ground not exist, the provisions is stipulated.
of article 1191 shall be observed. The mere failure of the vendee to comply
with the terms of the contract, however, does
NOTE: not rescind the same. It is necessary that the
This article refers only to a sale of real vendor should take some affirmative action
property where vendor has good reasons to indicating his intention to rescind.
fear the loss of the property and its price. Reason for the difference is that personal
It contemplates a situation where there has properties are not capable of maintaining a
been delivery of the immovable property but stable price in the market. Their prices are so
the vendee has not yet paid the price. changeable that any delay in their disposal
It is applicable to both cash sales and to sales cause the vendor great prejudice
in installments In the case of real property which has more
or less stable price in the market and the
ARTICLE 1592. In the sale of immovable delay that might result form the requirement
property, even though it may have been stipulated imposed on the vendor to demand rescission
that upon failure to pay the price at the time agreed before being entitled to rescind the contract
upon the rescission of the contract shall of right take will not in any way prove detrimental to the
place, the vendee may pay, even after the expiration interest of the vendor.
of the period, as long as no demand for rescission of
the contract has been made upon him either
judicially or by a notarial act. After the demand, the
court may not grant him a new term.