RFBT Law on Sales

A collection of key terms and definitions related to the Law on Sales, including essential elements, obligations, and contracts.

Contract of Sale

A contract whereby one party (seller) transfers ownership of a determinate thing to the other party (buyer) in exchange for a price certain in money or its equivalent.

Seller or Vendor

The contracting party who obligates himself to transfer ownership of and deliver a determinate thing.

Buyer or Vendee

The contracting party who obligates himself to pay a price certain in money or its equivalent.

Essential Elements of the Contract of Sale

Elements necessary for the validity and perfection of the contract; absence of any will make the contract void.

Subject Matter

A determinate thing that is the object of the contract of sale.

Emptio Rei Speratae

The sale of a future thing that is expected to exist.

Emptio Spei

The sale of hope or expectancy where the outcome is uncertain.

Price Certain

The price in a contract of sale which must be certain, real, and not fictitious.

Auction

A public sale where goods are sold to the highest bidder.

Warranties

Natural elements of the contract of sale that provide protection against eviction, hidden defects, and encumbrances.

Remedies of Unpaid Seller

Rights and actions available to a seller who has not received payment for goods or services.

Right of Resale

The right of an unpaid seller to sell goods if the buyer defaults.

Right of Redemption

The right of a seller to repurchase property sold under certain conditions.

Breach of Warranty

Failure of the seller to fulfill promises regarding the quality or condition of the goods sold.

Eviction

Deprivation of the buyer of the whole or part of the sold thing due to a prior right.

Hidden Defects

Defects not visible upon reasonable examination, for which the seller may be held liable.

Assignment of Credit

A contract transferring the right to collect a debt from one person to another.

Statute of Frauds

Law requiring certain contracts to be in writing to be enforceable.

Consent

Agreement between seller and buyer on the terms of the sale.

Time of Delivery

The moment when goods are to be delivered as per the contract agreement.

Risk of Loss

Determined by the rules to ascertain which party bears the loss if the subject matter is lost or damaged.

Obligations of the Vendor

Duties of the seller, including transferring ownership and delivering the sold goods.

Obligations of the Vendee

Duties of the buyer, primarily to pay the price for the sold goods.

Natural Elements

Implied warranties of a sale presumed to exist unless waived by parties.