The Law On Sales: Obligations of The Vendee

THE LAW ON SALES
(Ref. Arts. 1458 -1637, Civil Code of the Phil.;

The Law on Sales, Agency and Credit
Transactions by: Hector S. De Leon)
OBLIGATIONS OF THE VENDEE

ART. 1582.
 PRINCIPAL OBLIGATIONS OF THE VENDEE:

i. To accept delivery;
ii. To pay the price of the thing sold.
 WHEN & WHERE TO PAY:

i. At time and place stipulated;
ii. At time and place of the delivery of the thing
sold.
ART. 1583.
RULES IN INSTALLMENTS:
 GENERAL RULE:
The buyer is NOT BOUND TO ACCEPT delivery of
the goods in installments.
(And, he right to pay the price in installments.)
EXCEPTION:
When parties agreed that the goods may be
delivered by installments or the price payable in
installments.
Rules:
1) Where separate price has been fixed for each
installments –
o Where the contract provides for the delivery
of goods by installments and a separate
price has been agreed upon for each
installments, – it depends in each case on
the terms of the contract and the
circumstances of the case whether the
breach thereof is severable or not.
1
2) Where breach affects the whole contract.
o If the seller makes defective deliveries or the
buyer wrongfully neglects or refuses to
accept delivery or fails to pay any
installment, – the injured party may sue for
damages for breach of the entire contract if
the breach is so material as to affect the
contract as a whole.
3) Where breach divisible.

o Where the breach is severable, it will merely
give rise to a claim for compensation for the
particular breach but not a right to treat the
whole contract as broken.
ART. 1584.
BUYER’S RIGHT TO EXAMINE THE GOODS.
 Where goods are delivered to the buyer (actual
delivery), w/c he has not previously examined,
he is NOT DEEMED TO HAVE ACCEPTED
UNLESS AND UNTIL
he has had a reasonable opportunity of
examining them for the purpose of ascertaining
them whether they are in conformity w/ the
contract,
if there is no stipulation to the contrary (par. 1).
The seller is bound to afford the buyer a

reasonable opportunity of examining the goods
only on “REQUEST” (par. 2).
Where goods are delivered to a carrier by the

seller, in accordance w/ an order from or
agreement w/ the buyer, upon the terms that the
goods shall not be delivered by the carrier to the
buyer until he has paid the price (COD) –
the buyer is not entitled to examine the goods
before the payment of the price,
in the absence of agreement or usage of trade
permitting such examination (par. 3).
2
ART. 1585.
MODES OF MANIFESTING ACCEPTANCE.
(1)Express acceptance – when the buyer, after

delivery of the goods intimates to the seller,
verbally or in writing, that he has accepted the
goods;
(2) Implied acceptance:
i. when the buyer, after delivery of the

goods, does any act inconsistent w/ the seller’s
ownership, i.e., he sells or attempts to sell the
goods; uses or makes alteration in them;
ii. when the buyer, after lapse of a

reasonable time, retains the goods w/o
intimating his rejection.
ART. 1586.
ACCEPTANCE, NOT A BAR TO ACTION FOR
DAMAGES.
 In the absence of express or implied agreement of
the parties,
acceptance of the goods by the buyer SHALL

NOT DISCHAGE THE SELLER from liability
i. in damages or
ii. other legal remedy for breach of any
promise or warranty in the contract
of sale.
BUT,
if, after acceptance of the goods, the buyer FAILS

to give NOTICE to the seller of the breach in any
promise of warranty w/in a reasonable time
i. after the buyer knows, or

ii. ought to know of such breach,
the seller shall not be liable thereafter.
3
ART. 1587.
WHERE BUYER’S REFUSAL TO ACCEPT

JUSTIFIED.
- buyer not bound to return them to the seller but he

must notify the seller that he refuses to accept.
(unless otherwise agreed)
o Seller has the duty to take delivery of the
goods – seller’s risk of loss)
o Buyer may resell the goods if the seller fails

to take delivery (Art. 1533)
ART. 1588.
EFFECT OF BUYER’S WRONGFUL REFUSAL TO
ACCEPT.
- the title passes to the buyer from the moment
they are placed at his disposal.
*(risk of loss is borne by the buyer)
ART. 1589.
LIABILITY OF VENDEE FOR INTEREST.
 The vendee shall owe INTEREST for the period

between the delivery of the thing and the
payment of the price in the ff. 3 cases:
1. Should it have been so stipulated;
2. Should the thing sold and delivered produce

fruits or income;
3. Should he be in default, from the time of

judicial of extrajudicial demand for the
payment of the price.
4
ART. 1590.
WHEN VENDEE CAN SUSPEND PAYMENT FOR

THE PRICE.
1. if he is disturbed in the possession or

ownership of the thing bought;
2. if he has a well-grounded fear that his

possession or ownership would be disturbed
by a vindicatory action or foreclosure of
mortgage.
 The vendee has no cause of action for

rescission before final judgment.
 The remedy of the buyer is rescission,

not suspension of payment, where the
disturbance is caused by the existence
of a non-apparent servitude (Art. 1560).
WHEN VENDEE CANNOT SUSPEND PAYMENT

FOR THE PRICE.
1. if the vendor gives security for the return of the

price in a proper case;
2. if it has been stipulated that notwithstanding

any such contingency the vendee must make
payment ( par. 3, Art. 1548)well-grounded fear
that his possession or ownership would be
disturbed by a vindicatory action or
foreclosure of mortgage.
3. if the vendor has caused the disturbance or
danger to cease;
4. if the disturbance is a mere act of trespass;
and
5. of the vendee has fully paid the price.
ART. 1591.
5
WHEN VENDOR MAY RESCIND SALE OF
IMMOVABLE PROPERTY.
(where there has been a delivery of the
immovable property but the vendee has not yet
paid the price)
- When the vendor have reasonable grounds to

fear the loss of immovable property sold and its
price,
he may immediately sue for rescission of
ART. 1592.
WHERE AUTOMATIC RESCISSION OF SALE OF
IMMOVABLE PROPERTY STIPULATED.
 In the sale of immovable property,

even though it may have been stipulated-
that upon failure to pay the price at the
time agreed upon the rescission of the
contract shall or right take place
the vendee MAY PAY,
even after the expiration of the period,
as long as NO DAMAND FOR RESCISSION of
rescission of the contract has been made upon
him (either judicially or extrajudicially or by a
notarial act.)
ART. 1593.
WHERE AUTOMATIC RESCISSION OF SALE OF
MOVABLE PROPERTY STIPULATED.
 W/ respect to movable property,

the RESCISSION OF THE SALE shall of right
take place in the interest of the vendor:
IF
the vendee, upon the expiration of the period
fixed for the delivery of the thing, -
i. should not have appeared to receive it

OR
ii. having appeared, he should not have
tendered the price at the same time
UNLESS a longer period has been
stipulated for its payment.

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THE LAW ON SALES

(Ref. Arts. 1458 -1637, Civil Code of the Phil.;

OBLIGATIONS OF THE VENDEE

 PRINCIPAL OBLIGATIONS OF THE VENDEE:

 WHEN & WHERE TO PAY:

3) Where breach divisible.

The seller is bound to afford the buyer a

Where goods are delivered to a carrier by the

(1)Express acceptance – when the buyer, after

(2) Implied acceptance:

i. when the buyer, after delivery of the

ii. when the buyer, after lapse of a

acceptance of the goods by the buyer SHALL

if, after acceptance of the goods, the buyer FAILS

i. after the buyer knows, or

WHERE BUYER’S REFUSAL TO ACCEPT

- buyer not bound to return them to the seller but he

o Buyer may resell the goods if the seller fails

LIABILITY OF VENDEE FOR INTEREST.

 The vendee shall owe INTEREST for the period

1. Should it have been so stipulated;

2. Should the thing sold and delivered produce

3. Should he be in default, from the time of

WHEN VENDEE CAN SUSPEND PAYMENT FOR

1. if he is disturbed in the possession or

2. if he has a well-grounded fear that his

 The vendee has no cause of action for

 The remedy of the buyer is rescission,

WHEN VENDEE CANNOT SUSPEND PAYMENT

1. if the vendor gives security for the return of the

2. if it has been stipulated that notwithstanding

- When the vendor have reasonable grounds to

 In the sale of immovable property,

 W/ respect to movable property,

i. should not have appeared to receive it

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