Sales
Sales
Sales
1. Requisites
a. Thing must be within the commerce of men
b. Thing must be licit (not contrary to law, morals, good customs,
public order or public policy)
c. Thing must be determinate
2. The vendor must have the right to transfer the ownership of the thing at
the time the ownership was delivered
It is not necessary that the vendor must be the owner at the time
of sale
3. Things having a potential existence may be the object of a contract of
sale
Sale of an expected thing Sale of the hope itself (emptio
(emptio rei sperati) spei)
Sale of future thing Sale of present thing
Thing sold must come to Sale produces effects even if the
existence; otherwise, the sale thing hoped for does not come
will not be effective into existence.
Note: sale of vain hope or
expectancy is void
Price- the sum stipulated as the equivalent of the thing sold, and also every
incident taken into consideration for the fixing if the same, put to the debit
of the vendee, and agreed to buy him.
Rules
1. Certainty of price
Price must be certain; otherwise, void. (rationale: no meeting of
minds)
Fixing of the price can never be left to the discretion of one of the
contracting parties, however if it is accepted by the other party, the
sale is perfected.
Certain with reference to another thing certain
Determination of the price is left to the judgment of a specified
person or persons (third persons or court)
2. Gross inadequacy of price
Does not affect the contract of sale
May indicate a defect in the consent
3. Simulated price
Sale is void
CONTRACT OF SALE 8/2/2018 11:30:00 AM
Rules on preservation of, injury to or benefit from the thing sold before or
after perfection.
1. Duty of seller to preserve the thing after perfection but before
delivery
o The seller is obliged to take care of the thing with the
diligence of a good father of a family unless the law or the
stipulation of the parties requires another standard of care
2. Rights of the buyer to the fruits
o The buyer has rights to the fruits of the thing from the time of
the perfection of the contract ( no real right if the fruits is not
yet delivered to him)
3. Loss of or injury to the thing
o Loss before perfection (including quality deterioration)
Complete loss- sale is void
Partial loss
Withdrawal from the contract (rescission)
Demanding the remaining part & paying its
proportionate price
o Loss after perfection
First view- buyer bears the risk of loss ( he must pay
the price)
Rationale: after perfection but before delivery;
because any benefit inures to the buyer from that
point forward.
Second View- seller bears the risk of loss ( buyer is not
obliged to pay the price)
Rationale: after perfection, the goods remain at
the seller’s risk until the ownership of the goods is
transferred to the buyer by actual or constructive
delivery.
Res perit domino – loss of the property falls upon
the owner
Rescission by buyer
If the goods delivered do not correspond with the sample,
description, or sample and description, the buyer may ask for the
rescission of the sale
Delivery or tradition
Kinds
1. Actual or real delivery
2. Constructive delivery
a. By legal formalities
b. Symbolic delivery (traditio simbolica)
c. Traditio longa manu
d. Traditio brevi manu
e. Traditio constitutum possessorium
3. Delivery of incorporeal property (quasi-traditio)
Unpaid seller
Sale of real estate with a statement of its area at the rate of a certain price
per unit of measure or number
Sale of real estate for a lump sum and not at the rate of a certain sum for a
unit of measure or number
Kinds of warranties
Redhibition