[Sales] Week 1 and 2 Flashcards
What are natural elements?
Natural elements - those which are deemed to exist in certain contracts absent any contrary stipulation, like warranty against eviction.
What are accidental elements of a contract?
Accidental elements - those which may be present or absent depending on the stipulations of the parties, like conditions, interest, penalty, time or place of payment, etc.
Art. 1458. Concept of a contract of sale
Art. 1458. 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.
What is the difference between a mode and a title?
Mode - legal means by which dominion or ownership is created, transferred or destroyed while a Title is legal basis by which to affect dominion or ownership of property.
What are the stages of a contract of sale
The stages of the contract of sale are:
(1) negotiation – covering the period from the time the prospective contracting parties indicate interest in the contract to the time the contract is perfected;
(2) perfection – which takes place upon the concurrence of the essential elements of the sale; and
(3) consummation – which begins when the parties perform their respective undertakings under the contract of sale, culminating in the extinguishment thereof.
What are the characteristics of a contract of sale?
consensual; bilateral; onerous; commutative; nominate; principal
The characteristics of a contract of sale are:
(1) consensual - perfected at the moment there is a meeting of minds;
(2) bilateral - both parties are bound to fulfill correlative obligations;
(3) onerous - thing sold is conveyed in consideration of the price and vice versa;
(4) commutative - things sold is equivalent of the price paid and vv;
(5) nominate - special designation under Civil Code; and
(6) principal - its existence does not depend upon another contract.
What are the kinds of contract of sale?
A sale may be absolute or conditional.
When is a sale absolute?
A sale is absolute where the sale is not subject to any condition whatsoever and the title to the property passes to the purchaser upon delivery of the thing sold.
When is a sale conditional?
A sale is conditional where the sale contemplates a contigency, and in general, where the contract is subject to certain conditions.
What is a contract to sell?
A contract to sell is a bilateral contract whereby the prospective seller, while expressly reserving the ownership of the property despite delivery thereof to the prospective buyer, binds himself to sell the said property exclusively to the latter upon fulfillment of the conditions agreed upon, that is, full payment of the purchase price and/or compliance with the other obligations stated in the contract.
What is Juridical capacity, and capacity to act?
Art. 37. Juridical capacity, which is the fitness to be the subject of legal relations, is inherent in every natural person and is lost only through death. Capacity to act, which is the power to do acts with legal effect, is acquired and may be lost.
What are the restrictions on capacity to act?
Under Art .38 NCC. minority, insanity or imbecility, the state of being a deaf-mute, prodigality and civil interdiction are mere restirctions on capacity to act.
Do restrictions on capacity to act exempt a person from obligations?
No. Under Art. 38 NCC. Restrictions on capacity to act do not exempt the incapacitated person from certain obligations, as when the latter arise from his acts or from property relations, such as easements.
Who are persons incapacitated to give consent?
Under Art. 1327 NCC: the following persons cannot give consent to a contract: (a) unemancipated minors; and (b) insane or demented persons, and deaf-mutes who do not know how to write.
What is the effect on a contract when a person who is incapacitated to give consent enters into a contract?
The contract is voidable or annullable (Art. 1390). However, contracts entered into by an insane person during a lucid interval are valid. (Art. 1328)
What are classified as void or inexistent contracts?
Art 1409. The following contracts are inexistent and void from the beginning:
(1) Those whose cause object or purpose is contrary to L,M,GC,PO, or PP;
(2) Those which are absolutely simulated or fictitious;
(3) Those whose cause or object did not exist at the time of the transaction;
(4) Those whose object is outside the commerce of men;
(5) Those which contemplate an impossible service;
(6) Those where the intention of the parties relative to the principal object of the contract cannot be ascertained; and
(7) Those expressly prohibited or declared void by law. These contracts cannot be ratified. Neither can the right to set up the defense of illegality be waived.
When can the husband and wife sell property to each other?
Art. 1490. The husband and the wife cannot sell property to each other, except: (1) When a separation of property was agreed upon in the marriage settlements; or (2) When there has been a judicial separation of property under article 191 [now art 195 FC].
What property may not be purchased by the guardian?
The guardian cannot acquire by purchase the property of the person or persons who may be under his guardianship (Art. 1491)
Who are persons prohibited from buying?
[Guardians; Agents; Executors and administrators; Public officers and employees; Justices, judges, etc.; others specially disqualified by law.]
Art. 1491. The following persons cannot acquire by purchase, even at a public or judicial auction, either in person or through the mediation of another:
- The guardian, the property of the person or persons who may be under his guardianship;
- Agents, the property whose administration or sale may have been entrusted to them, unless the consent of the principal have been given;
- Executors and administrators, the property of the estate under administration;
- Public officers and employees, the property of the State or of any subdivision thereof, or of any government owned or controlled corporation, or institution, the administration of which has been intrusted them; this provision shall apply to judges and government experts who, in any manner whatsoever take part in the sale;
- Justices, judges, prosecuting attorneys, clerks of superior and inferior courts, and other officers and employees connected with the administration of justice, the property and rights in litigation or levied upon an execution before the court within whose jurisdiction or territory they exercise their respective functions; this prohibition includes the act of acquiring by assignment and shall apply to lawyer, with respect to the property and rights which may be the object of any litigation in which they may take part by virtue of their profession;
- Any others specially disqualified by law.
Who is a guardian?
A guardian is a person appointed by a court to have care and custody of the person of his ward and the management of his estate, or the management of the estate only. (ROC Rule 96 Sec 1)
Can a guardian sell his property to the ward?
Yes, because the prohibition in the law is only as to the guardian buying the property from persons under their guardianship.
What are the kinds of guardians?
(a) legal guardian - by law without need for judicial appointment;
(b) guardian ad litem - appointed by court for purposes of a particular action or proceeding involving a minor; and
(c) judicial guardian - appointed by court over person and/or property of the ward to represent the ward in all civil acts and transactions.
What are the kinds of agency?
The kinds of agency are:
(a) universal agent - authorized to do all acts for his principal;
(b) general agent - authorized to do all acts pertaining to a business of a certain kind or at a particular place, or all acts pertaining to a business of a particular class or series;
(c) special agent - authorized to do some particular act or to act upon some particular occasion.
What properties are agents prohibited from buying?
Agents cannot buy property whose administration or sale may have been intrusted to them, unless the consent of the principal have been given. [Art. 1491 (2)]
When may agent purchase property under his administration?
The agent may buy property placed in his hands for sale or administration if the principal gives his consent thereto (Cui v Cui) with full knowledge of every detail known to the agent which might affect the transaction.
What properties are executors and administration prohibited from buying?
Executors and administrators, the property of the estate under administration. [Art. 1491 (3)]
Who are executors and administrators?
An executor or administrator is a person tasked with the administration of the estate of deceased persons. (Art. 1058).
If such person is named in the will of the deceased person, such person is called an executor. If no executor is named in the will, or the executor or executors are incompetent, refuse the trust, or fail to give bond, or a person dies intestate, the court will appoint an administrator. (ROC Rule 78 Sec 4,6)
What properties are public officers and employees prohibited from buying?
Public officers and employees are prohibited from purchasing properties of the State or of any subdivision thereof, or of any government owned or controlled corporation, or institution, the administration of which has been intrusted to them. (also applies to judges and government experts) [Art. 1491(4)].
