sales

1458-1544

contract of sale

a contract whereby one of the contracting parties (buyer/vendor), obligates himself to transfer the ownership of and to deliver a determinate thing, and the other party (buyer/vendee), obligates himself to pay therefor a price certain in money or its equivalent.

elements of a contract of sale

essential: consent, object (determinate thing), cause (price certain)
natural: warranty against eviction, warranty against hidden defects
accidental: parties stipulation

characteristics of a contract of sale

1. consensual

2. principal

3. bilateral - reciprocal obligations

4. onerous - valuable considerations given

5. nominate

6. commutative - exchange equivalent values

contract for a piece of work

goods are manufactured to specially for the customer and upon his special order, and not for the general market (1467)

contractor binds himself to execute a piece of work for the employer, in consideration of a certain price or compensation.
the contract may either employ his labor or skill, or also furnish the material.

contract of barter/exchange

one of the parties binds himself to give one thing in consideration of the other’s promise to give another thing.

rules on sale vs barter

1. the contract is of sale or barter depending on the manifest intention of the parties

2. if the intention is not clear:

   1. barter = if value of thing given exceeds monetary consideration

   2. sale = monetary consideration is MORE THAN or EQUAL to the value of the thing given as part of the consideration.

contract to sell

a conditional agreement where a seller promises to transfer ownership of a property only after the buyer fulfills specific conditions, most commonly full payment. Unlike a final sale, the seller retains ownership until the contract's conditions are met.

contract of sale vs contract to sell

contract of sale	contract to sell
title of property passes to the vendee upon delivery of thing sold	ownership is, by agreement, reserved to the vendor and is not passed to the vendee until full payment of purchase price
non-payment of purchase price is a negative resolutory condition — vendor loses ownership and cannot recover it until and unless the contract of sale is resolved or rescinded	full payment is a positive suspensive condition — title remains in the vendor if the vendee doesn’t comply with condition precedent of making payment at the time specified in the contract or failure to pay the price — in other words, it’s not a breach but an event that prevents the obligation of the vendor to convey title from becoming effective.
risk of loss is on the buyer	risk of loss is on the seller

contract of agency to sell

a person binds himself to render some service or to do something in representation or on behalf of another, with the consent or authority of the latter.

sale vs agency to sell

sale	agency to sell -- not a type of contract of sale, but a contract of agency
buyer receives the good as owner	agent receives the goods as the goods of the principal who retains his ownership over them.
buyer has to pay the price	agent has simply to account for the proceeds of the sale he may make on the principal’s behalf
the buyer, as general rule, cannot return the object sold	agent can return the object in case he is unable to sell the same to a third person
seller warrants the thing sold	agent makes no warranty for which he assumes personal liability as long as he acts within his authority and in the name of the seller
buyer can deal with the thing sold as he pleases, being the owner	the agent in dealing with the thing received, must act and is bound according to the instructions of his principal.
parties are still btwn principal and buyer

requisites of object of a contract of sale

1. within commerce of men

2. licit (not contrary to law, morals, good customs, public order or public policy)

3. determinate (particularly designated and physically segregated from all others of the same class)
   - sufficient if at time of perfection, the contract is capable of being made determinate

rules on objects of a contract of sale

1. vendor must have right to transfer ownership of the thing at the time it is delivered (NOT necessarily during perfection)

2. have potential existence (eg young of animals unborn, future harvest) — thing must be sure to come into existence
   1. emptio rei speratae - future thing
   2. emptio spei - hope/expectancy

3. existing goods, future goods

4. sole owner of a thing may sell an undivided interest therein. such sale makes them co-owners of the land

5. fungible goods: sell only undivided share tho mass is specific/capable of being made determinate

6. things subject to a resolutory condition

emptio rei speratae

(sale of an expected/future thing)

emptio spei

(sale of the hope/expectancy itself)

existing goods

goods currently owned/possessed by the seller

future goods

goods to be manufactured, raised or acquired by the seller after the perfection of the contract of sale

future goods

goods whose acquisition by the seller depends upon a contingency which may or may not happen

fungible goods

interchangeable goods such as grain, oil, etc that allow one to be replaced by another without loss of value

rules in case sale of fungible goods with definite number of an undetermined mass:

1. quantity of mass> quantity sold = parties become co owners of the mass (with respect to their shares)

2. quantity of mass > quantity sold = buyer becomes owner of the whole mass, with the seller being bound to make good the deficiency from goods of the same kind and quality, unless a contrary intention appears.

price

sum stipulated as the equivalent of the thing sold, and also every incident taken into consideration for the fixing of the same, put to the debit of the vendee, and agreed by him.

price

the cost at which something is obtained in exchange for something else. only money.

rules on price