Sales (Articles 1458+)

Question 1

What is Article 1458?

Answer 1

By the contract of sale one of the contracting parties obligates himself to transfer the ownership of and to deliver a determinate thing, and the other to pay therefor a price certain in money or its equivalent.

A contract of sale may be absolute or conditional.

Question 2

What is Article 1459?

Answer 2

The thing must be licit and the vendor
must have a right to transfer the ownership thereof at
the time it is delivered

Question 3

What is Article 1460?

Answer 3

A thing is determinate when it is particularly designated or physically segregated from all others of the same class.

The requisite that a thing be determinate is satisfied if at the time the contract is entered into, the thing is capable of being made determinate without the necessity of a new or further agreement between the parties.

Question 4

What is Article 1461?

Answer 4

Things having a potential existence may be the object of the contract of sale.

The efficacy of the sale of a mere hope or expectancy is deemed subject to the condition that the thing will come into existence.

The sale of a vain hope or expectancy is void.

Question 5

What is Article 1462?

Answer 5

The goods which form the subject of a contract of sale may be either existing goods, owned or possessed by the seller, or goods to be manufactured, raised, or acquired by the seller after the perfection of the contract of sale, in this Title called “future goods.”

There may be a contract of sale of goods, whose acquisition by the seller depends upon a contingency which may or may not happen.

Question 6

What is Article 1464?

Answer 6

In the case of fungible goods, there may be a sale of an undivided share of a specific mass, though the seller purports to sell and the buyer to buy a definite number, weight or measure of the goods in the mass, and though the number, weight or measure of the goods in the mass is undetermined. By such a sale the buyer
becomes owner in common of such a share of the mass as the number, weight or measure bought bears to the number, weight or measure of the mass. If the mass contains less than the number, weight or measure bought, the buyer becomes the owner
of the whole mass and the seller is bound to make good the deficiency from goods of the same kind and quality, unless a contrary intent appears.

(Fungible goods or materials refers to goods or materials (components) that are interchangeable for commercial purposes, and whose properties are essentially identical.)

Question 6

What is Article 1465?

Answer 6

Things subject to a resolutory condition may be the object of the contract of sale.

Question 6

What is Article 1466?

Answer 6

In construing a contract containing provisions characteristic of both the contract of sale and of the contract of agency to sell, the essential clauses of the whole instrument shall be considered.

Question 6

What is Article 1467?

Answer 6

A contract for the delivery at a certain price of an article which the vendor in the ordinary course of his business manufactures or procures for the general market, whether the same is on hand at the time or not, is a contract of sale, but if the goods are to be manufactured specially for the customer and upon his special
order, and not for the general market, it is a contract for a piece of work.

Question 6

What is Article 1468?

Answer 6

If the consideration of the contract consists partly in money, and partly in another thing, the transaction shall be characterized by the manifest intention of the parties. If such intention does not clearly appear, it shall be considered a barter if the value of the thing given as a part of the consideration exceeds the amount of the money or its equivalent; otherwise, it is a sale.

Question 7

What is Article 1469?

Answer 7

In order that the price may be considered certain, it shall be sufficient that it be so with reference to another thing certain, or that the determination thereof be left to the judgment of a specified person or persons. Should such person or persons be unable or unwilling to fix it, the contract shall be inefficacious, unless the parties subsequently agree upon the price.

If the third person or persons acted in bad faith or by mistake, the courts may fix the price.

Where such third person or persons are prevented from fixing the price or terms by fault of the seller or the buyer, the party not in fault may have such remedies against the party in fault as are allowed the seller or the buyer, as the case may be.

Question 8

What is Article 1470?

Answer 8

Gross inadequacy of price does not affect a contract of sale, except as it may indicate a defect in the consent, or that the parties really intended a donation or some other act or contract.

Question 9

What is Article 1471?

Answer 9

If the price is simulated, the sale is void, but the act may be shown to have been in reality a donation, or some other act or contract.

Question 9

What is Article 1472?

Answer 9

The price of securities, grain, liquids, and other things shall also be
considered certain, when the price fixed is that which the thing sold would have on a definite day, or in a particular exchange or market, or when an amount is fixed above or below the price on such day, or in such exchange or market, provided said amount be
certain.

Question 10

What is Article 1473?

Answer 10

The fixing of the price can never be left to the discretion of one of the contracting parties. However, if the price fixed by one of the parties is accepted by the other, the sale is perfected.

Question 11

What is Article 1474?

Answer 11

Where the price cannot be determined in accordance with the preceding articles, or in any other manner, the contract is inefficacious. However, if the thing or any part thereof has been delivered to and appropriated by the buyer, he must pay a
reasonable price therefor.

What is a reasonable price is a question of fact dependent on
the circumstances of each particular case.

Question 12

What is Article 1475?

Answer 12

The contract of sale is perfected at the moment there is a meeting of minds upon the thing which is the object of the contract and upon the price.

From that moment, the parties may reciprocally demand performance, subject to the provisions of the law governing the form of contracts.

Question 13

What is Article 1476?

Answer 13

In the case of a sale by auction:
(1) Where goods are put up for sale by auction in lots, each lot is the subject of a separate contract of sale.

(2) A sale by auction is perfected when the auctioneer announces its perfection by the fall of the hammer, or in other customary manner. Until such announcement is made, any bidder may retract his bid; and the auctioneer may withdraw the goods from
the sale unless the auction has been announced to be without reserve.

(3) A right to bid may be reserved expressly by or on behalf of the seller, unless otherwise provided by law or by stipulation.

(4) Where notice has not been given that a sale by auction is subject to a right to bid on behalf of the seller, it shall not be lawful for the seller to bid himself or to employ or induce any person to bid at such sale on his behalf or for the auctioneer, to employ or induce any person to bid at such sale on behalf of the seller or knowingly to take any bid from the seller or any person employed by him. Any sale contravening this rule may be treated as fraudulent by the buyer.

Question 14

What is Article 1477?

Answer 14

The ownership of the thing sold shall be transferred to the vendee upon the actual or constructive delivery thereof.

Question 15

What is Article 1478?

Answer 15

The parties may stipulate that ownership in the thing shall not pass to the purchaser until he has fully paid the price.

Question 16

What is Article 1463?

Answer 16

The sole owner of a thing may sell an undivided interest therein.

Question 17

What is Article 1479?

Answer 17

A promise to buy and sell a determinate thing for a price certain is reciprocally demandable.
An accepted unilateral promise to buy or to sell a
determinate thing for a price certain is binding upon
the promissor if the promise is supported by a
consideration distinct from the price.

Question 18

What is Article 1480?

Answer 18

Any injury to or benefit from the thing sold, after the contract has been perfected, from the moment of the perfection of the contract to the time of delivery, shall be governed by articles 1163 to 1165,
and 1262.

This rule shall apply to the sale of fungible things,
made independently and for a single price, or without
consideration of their weight, number, or measure.
Should fungible things be sold for a price fixed
according to weight, number, or measure, the risk
shall not be imputed to the vendee until they have
been weighed, counted, or measured, and delivered,
unless the latter has incurred in delay. (1452a)

Question 19

What is Article 1481?

Answer 19

In the contract of sale of goods by description or by sample, the contract may be rescinded if the bulk of the goods delivered do not correspond with the description or the sample, and if the contract be by sample as well as by description, it is not sufficient that the bulk of goods correspond with the sample if they do not also correspond with the description.

The buyer shall have a reasonable opportunity of
comparing the bulk with the description or the
sample.

Question 20

What is Article 1482?

Answer 20

Whenever earnest money is given in a
contract of sale, it shall be considered as part of the
price and as proof of the perfection of the contract.

Question 21

What is Article 1483?

Answer 21

Subject to the provisions of the Statute
of Frauds and of any other applicable statute, a
contract of sale may be made in writing, or by word of
mouth, or partly in writing and partly by word of
mouth, or may be inferred from the conduct of the
parties.

Question 22

What is Article 1484?

Answer 22

In a contract of sale of personal property the price of which is payable in installments, the vendor may exercise any of the following remedies:
(1)
Exact fulfillment of the obligation, should
the vendee fail to pay;
(2)
Cancel the sale, should the vendee’s
failure to pay cover two or more installments;
(3)
Foreclose the chattel mortgage on the
thing sold; if one has been constituted, should the
vendee’s failure to pay cover two or more
installments. In this case, he shall have no further
action against the purchaser to recover any unpaid
balance of the price. Any agreement to the contrary
shall be void. (1454-Aa)

Question 23

What is Article 1485?

Answer 23

The preceding article shall be applied
to 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.

Question 24

What is Article 1486?

Answer 24

In the cases referred to in the two
preceding articles, a stipulation that the installments
or rents paid shall not be returned to the vendee or
lessee shall be valid insofar as the same may not be
unconscionable under the circumstances.

Question 25

What is Article 1487?

Answer 25

The expenses for the execution and
registration of the sale shall be borne by the vendor,
unless there is a stipulation to the contrary.

Question 26

What is Article 1488?

Answer 26

The expropriation of property for
public use is governed by special laws.