Sales Flashcards
Sale
- 2 parties : Seller (Vendor) and Buyer (Vendee)
- what is the obligation of seller? of buyer?
Seller - to transfer ownership + to deliver determinate thing
Buyer - to pay a price certain in money
Characteristics of Contract (BCCNOP)
- Bilateral
- Consensual
- Commutative
- Nominate
- Onerous
- Principal
Essential Requisites (COC)
- Consent
- Object
- Cause
Consent
- meeting of minds
(1) upon the thing
(2) upon the price
Yes
Service can be an object in a contract of sale. True or False?
False (only thing or right)
- since purpose is to transfer ownership
Indeterminate thing may be an object in a contract of sale. True or False?
True (Generally : Determinate Thing)
- However, indeterminate thing who are physically segregated → determinate na → can be an object in a contract of sale
Another Requisites of Object
- must be within commerce of men (licit)
- seller must have a right to transfer ownership at time it is delivered
at time it is delivered (not perfection)
From the flashcard above, it stated “at time it is delivered”. Thus, future goods can be an object in a contract of sale.
Other term for “sale of future things”
Emptio Rei Speratae - valid
Other term for “sale of hope or expectancy”
Emptio Spei - valid
- example → lotto ticket
Can future inheritance, being a future thing, be an object in a contract of sale?
NO
Sale of vain hope is valid. True or False?
False (void)
In a contract of sale, the cause we are talking about is “price”.
YES
Price must be certain
- fixed by the parties
- with reference to another thing certain
- determination of price is left to will of a 3rd person
What will happen if the 3rd party is in bad faith or mistake?
What will happen if the 3rd party is prevented by the seller/buyer?
What will happen if the 3rd party is unwilling or unable to determine a price?
- court may fix the price
Fulfillment + Damage
Rescission + Damage
- contract is not effective
Gross inadequacy of price does not affect a contract of sale. True or False?
False (Generally : True)
- However, if there’s a defect in consent or the parties really intended it to be a donation → it affects the contract of sale
A contract of sale may be oral or written (subject to Statute of Frauds). True or False?
True
- Personal Property → at least 500
- Real Property → any amount
In a sale of piece of land made through an agent, the authority of A is oral. What wil be the status of the contract of sale?
VOID (not unenforceable)
In a sale of piece of land made through an agent, the authority of A is written. From Agent (A) to Buyer (B), it is oral. What wil be the status of the contract of sale?
Unenforceable (statute of frauds)
In a sale of piece of land made through an agent, the authority of A is written. From Agent (A) to Buyer (B), it is also written. What wil be the status of the contract of sale?
Valid
Kinds as to Transfer of Ownership
- Absolute
- Conditional
What about contract to sell?
Absolute
- there is already a transfer of ownership if delivered (whether actual or constructive), even if payment is not yet complete
Conditional
- transfer of ownership will happen upon fulfillment of condition
Contract to Sell → is a conditional sale. However, transfer of ownership happens only upon execution of a deed of sale
Contract of Sale or Agency to Sell
- there is transfer of onwership
Contract of Sale
- Agency to Sell → no transfer (only right to sell property)
Contract of Sale or Agency to Sell
- after delivery, buyer bears the risk of loss
Contract of Sale
- Agency to Sell → risk of loss remains to the principal (not transferred to the agent)
Contract of Sale or Contract for Piece of Work
- special order
Contract for Piece of Work
- Contract of Sale → in the ordinary course of business (whether on hand or not - kahit di pa napproduce)
In a sense, parang same lang yung contract of sale at yung contract for piece of work. Bakit need pa sila idistinguish sa isa’t-isa?
Contract of Sale = covered by Statute of Frauds
Contract for Piece of Work = X
Kaya if ever may sale of real property na P300 lang at contract for piece of work yon, valid pa rin siya (hindi unenforceable)
If consideration is partly in money, partly in kind. Is it a contract of sale or barter?
Depends
1. Intention of Parties
2. If intention is not clear
a. Thing > (it is a barter)
b. Thing ≤ (it is a sale)
Example
- money = 5,000
- in kind = 5,000
This is a “sale” since less than or equal to. If the value of in kind is 5,001, it is a “barter”