LAW ON SALES

Sale of future thing (certain)

Emptio rei speratae

Sale of hope (not vain)

Emption spei

No

Can service be a valid object of sale?

Itself does not. Xpn: vitiated consent, relative simulation contract, so low that is shocking to the conscience”

Does gross inadequacy of price invalidate the sale?

None, unless agreed

Is there a transfer of ownership upon full payment?

Upon delivery, actual or constructive

When does transfer of ownership happen?

• Warranty against eviction

• Warranty against hidden defect

• Warranty against non-apparent and unregistered servitude or encumbrance

• Warranty for merchantability

What are the natural elements in the contract of sale?

Priority 1: Manifest Intention

how to know if a contract is a barter or sale? Priority 1

o Value of Thing > Money – Barter

Value of Thing ≤ Money – Sale

how to know if a contract is a barter or sale? Priority 2

Voidable

Status of a contract when one party is incapacitated

Unenforceable

Status of a contract when both parties are incapacitated

Voidable, xpn: consent of principal is given

Status of a contract when Sale to Guardian, Agents, Executors, and Administrators of Property under their Guardianship of Administration

Void

Status of contract when Sale to Public Officers and Employees and Justices, Judges, Clerks of Court, and Other Justice Officers and Employees as to the Property of the State under their Administration or in litigation

COS: upon delivery or fulfillment, ownership transfers

CTS: Full payment only gives the buyer the right to demand the execution of a sale or compel the seller to sell the thing

Difference of contract of sale and contract to sell

Generally no, unless if agreed upon

Can an option money be part of contract price?

• Reject the delivery, or

• Accept the delivery

and pay the:

Full Contract Price –

with knowledge that

seller is not going to

perform the contract

in full

Fair Value – no

knowledge of such

Personal property; Delivered Quantity is LESS Than the Agreed. Vendee may?

• Accept the quantity

only agreed upon and

pay its price, or

• Accept whole goods

and pay for all at

contract rate

XPN:

Vendee may reject if the

object is indivisible

Personal property; Delivered Quantity is MORE Than the Agreed. Vendee may?

Ask for specific performance and demand delivery of

the shortage, or

• Avail of Accion Quanti Minoris

Real property; Delivered Quantity is LESS Than the Agreed. Vendee may?

• Accion Quanti Minoris, or

• Rescission

If vendor would not deliver the whole actual area since it is bigger than agreed upon, the vendor may avail of:

No

Can Vendee have a right to examine the goods prior to delivery if it is COD?

No, but must only have

the right to transfer ownership upon delivery

Should the vendor be the owner to transfer the ownership?

buyer acquires no better title to the goods than the seller had

General Rule: If the vendor does not have the right to transfer ownership, _______

Traditio Brevi Manu

Constructive delivery: Vendee is already in possession of thing, and remains to be in possession after the sale

Constitutum Possessorium

Vendor is in possession at the time of sale and remains to be in possession in another capacity after sale

1. Stipulation of the Parties

2. By Usage of Trade

3. Vendor's Place of Business

4. Vendor's Residence

Hierarchy of Place of delivery

Vendor, otherwise agreed upon

Who is the one liable to pay taxes and incidents of the sale?

Yes

Is warrant the thing waivable?

Only for specific things

Can the vendor compel to deliver the fruits of the thing?

Only for specific things

Can the vendor compel To deliver accession and accessories?

Only for specific things

Can the vendor compel to preserve or take care of the thing?

The thing perishes with the owner

Res Perit Domino

Vendee

Who Bears the Risk Of loss after delivery if Ownership transfers to the vendee upon delivery, but may revert to the seller upon returning the goods within a fixed or reasonable time

Vendor

Who Bears the Risk Of loss after delivery if No transfer of ownership upon delivery yet

Void

Status of contract of sale if price is simulated

Upon meeting of minds

When does a contract of sale is perfected?

• Accept the area agreed upon and reject the rest, or

• Accept whole area and pay for the whole at the contract rate

Real property; Delivered Quantity is MORE Than the Agreed. Vendee may?

Area lacking is at least 10% of that agreed upon, or Buyer would have not entered into the contract knowing of its smaller area

When can a vendee avail rescission in real property if it is delivered less than the quantity agreed upon?

Proportionate reduction of a price

Accion Quanti Minoris