SALES Flashcards
Obligation of the **seller **or vendor in a contract of sale
- Transfer the ownership
- Deliver a determinate thing
Obligation of the **buyer **or vendee in a contract of sale
to pay therefor the price certain in money or its equivalent
Kinds of Delivery
- Actual
- Constructive
- Delivery to a common carrier
Types of Constructive Delivery - Traditio Symbolica
the seller delivers the symbol of possession of a property
Types of Constructive Delivery - Traditio Longa Manu
delivery of a movable by mere consent or agreement of the parties usually made by pointing at the thing
Types of Constructive Delivery - Traditio Brevi Manu
delivery that takes place when the buyer is already in possession of the thing sold even before the sale
Types of Constructive Delivery - Traditio Constitutum Possessorium
delivery that takes place when the seller continues in possession of the thing sold after the sale but in another capacity such as a lessee or depositary
Types of Constructive Delivery - Delivery by Legal formalities
when the sale is made through a public instrument, the execution thereof shall be equivalent to the delivery of the thing sold, if from the deed the contrary does not appear or cannot be clearly inferred
Types of Constructive Delivery - Quasi Traditio
delivery of incorporeal property
Perfection of “contract” of sale
by mere consent
Contract for a piece of work
if the goods are to be manufactured specially for the customer and upon his special order (subject: service)
Characteristics of a contract of sale
- Consensual
- Principal
- Bilateral
- Onerous
- Commutative
- Nominate
Elements of a contract of sale
- Essential
- Natural
- Accidental
Essential elements
Required for validity
Natural elements
deemed part of the contract even if not stipulated or even if the parties are unaware. Deemed part of the contract by law.
Accidental elements
present only because the parties so stipulated
What are the essential elements
- Consent
- Subject matter
- Price certain
Consent (Absolute Incapacity)
the party cannot give consent to any and all contract, which may result in the contract being voidable/ void
Contract of sale entered by Minors and those without capacity to act
may enter into a valid contract of sale of “necessaries” which must be paid for a reasonable price
Relative Incapacity
party is prohibited from entering some specific transactions with some persons and sometimes over specific things
Emptio rei speratae
sale of future things which must come into existence. otherwise, sale is not effective
Emptio spei
sale of hope itself. produces effects even if the thing hoped does not come into existence
Vain hope
the sale of vain hope is void.
third person who determined the price acted in bad faith or by mistake
the courts may fix the price
General rule on Formalities
sale is a consensual contract. no form is required for its validity.
Exceptions to the general rule on formalities
MUST BE IN WRITING:
1. Sale of personal property at a price not less than P500
2. Sale of real property or an interest therein
3. Sale of property not be performed within a year from the date thereof
4. When an applicable statute requires that the contract of sale be in a certain form
Types of sale - Sale by Sample
the parties contract solely with reference to the sample
Types of sale - Sale by Description
the parties contract solely with reference to the description
Types of sale - Sale by Sample and Description
the seller warrants that the bulk of the goods delivered correspond with both the sample and description, and not with only one
Types of sale - Sale or return
the ownership of goods is transferred to the buyer on delivery, but the buyer has the option to revest their ownership on the seller by returning them
Types of sale - Sale on Approval or on trial or on satisfaction
ownership of the goods remain with the seller despite delivery but shall be transferred to the buyer in the ff cases:
1. when he signifies approval or acceptance of goods
2. when he does an act adopting the transaction
3. if he does not signify his approval but retaisn the goods without giving notice of rejection within the time fixed in the contract, or within a reasonable time, and such time has expired.
Double sale
the determination of who has preferred right in case the same thing had been sold to different buyers
Sale of sample not correspond with sample/ description
Rescind
Double sale (movables)
ownership shall be transferred to the person who may have first taken possession in good faith
Double sale (immovable property)
the buyer who first registered in good faith
Double sale (immovable property) - no inscription or registration
ownership shall pertain to the person who in good faith was first in the possession
Double sale (immovable property) - no registration and possessor
owned by the person who in good faith presents that oldest title - first in time, stronger in right.
good faith
registrant is not aware that there was a prior buyer or that somebody else is in possession of the property sold with prior cliam of ownership
Recto Law (applies to)
contract of sale of PERSONAL property the price of which is payable in installments and contracts purporting to be leases of personal property with option to buy, when the lessor has deprived the lessee of the possession or enjoyment of the thing
Requisites of applicability of Recto Law
- Contract of sale
- Personal property
- Payable in installments
Risk of Loss (General Rule)
Res Perit Domino - the thing perishes with the owner
Risk of Loss (Exceptions)
- Stipulation
- Security Title
- Delay in the delivery
Security Title
deliver of the goods has been made to the buyer but ownership has been retained by seller to secure performance of the buyer
Sale or return
ownership passes to the buyer upon the delivery but may be revest to the seller when returned
Sale on approval or on trial or on satisfaction
seller bears the risk of loss. no transfer of ownership yet.
Obligations of the seller
- Transfer ownership
- Deliver the thing sold
- Warrant the thing sold
- Take care of the thing sold (Diligence of a Good Father of a Family)
- Obligation to pay taxes and incidents of the sale, unless otherwise agreed upon
Sale of an Apparent Owner
- PD 1529
- Factor’s Act (agency)
- Art. 1518
Sale of an Apparent Owner Requisites
- There is
Seller is not the owner (General Rule)
the buyer acquires no better title to the goods than the seller had.
Seller is not the owner (Exceptions)
- Seller is authorized by the owner
- Seller had statutory or judicial authority to sell
- In cases of estoppel
- Sale of an apparent owner
- Purchase from a merchant store, market, or fair in good faith and for value
Seller is not the owner - in cases of estoppel
- Estoppel in pais
- Estoppel by deed
Place of delivery (in order of priority)
- Stipulation
- By usage of trade
- Seller’s place of business
- Seller’s residence
Time of delivery
- Stipulated
- Within reasonable time
Expenses of delivery
Seller bears the expenses unless otherwise stipulated
Delivery is less than the quantity agreed upon, the buyer may:
- Reject the delivery
- Accept or retain the goods delivered and pay
Delivery is greater than the quantity agreed upon, the buyer may:
- Accept the goods in the quantity agreed upon and reject the rest
- Accept the whole of the goods delivered and pay for them at the contract rate
Delivery is less than the quantity agreed upon, the buyer may: [ACCEPT]
- He knew the seller is not going to perform the contract in full = FULL CONTRACT PRICE
- Without knowledge = PAY THE FAIR VALUE
Deliver of goods with mixed of different description, the buyer may:
accept the goods which are in accordance with the contract and reject the rest.
If the subject matter is indivisible
may reject the whole of the goods
