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G.R. No. 167195.
 
May 8, 2009.*
 ASSET PRIVATIZATION TRUST, petitioner,
vs
. T.J.ENTERPRISES, respondent.
Sales; As a general rule, when the sale is made through a publicinstrument, the execution thereof shall be equivalent to the deliveryof the thing which is the object of the contract, if from the deed thecontrary does not appear or cannot clearly be inferred; In order forthe execution of a public instrument to effect tradition, the purchasermust be placed in control of the thing sold; A person who does nothave actual possession of the thing sold cannot transfer constructive possession by the execution and delivery of a public instrument.
·The ownership of a thing sold shall be transferred to the vendeeupon the actual or constructive delivery thereof. The thing soldshall be understood as delivered when it is placed in the control andpossession of the vendee. As a general rule, when the sale is madethrough a public instrument, the execution thereof shall beequivalent to the delivery of the thing which is the object of thecontract, if from the deed the contrary does not appear or cannotclearly be inferred. And with regard to movable property, itsdelivery may also be made by the delivery of the keys of the place ordepository where it is stored or kept. In order for the execution of apublic instrument to effect tradition, the purchaser must be placedin control of the thing sold. However, the execution of a publicinstrument only gives rise to a
 prima facie
 presumption of delivery.Such presumption is destroyed when the delivery is not effectedbecause of a legal impediment. It is necessary that the vendor shallhave control over the thing sold that, at the moment of sale, itsmaterial delivery could have been made. Thus, a person who doesnot have actual possession of the thing sold cannot transferconstructive possession by the execution and delivery of a publicinstrument.
Same; Words and Phrases; The phrase as-is where-is basis pertains
 
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solely to the physical condition of the thing sold, not to its legalsituation.
·Petitioner posits that the sale being in an
as-is-where-is
basis, respondent agreed to take possession of the things sold in thecondition where they are found and from the place where they arelocated. The phrase
as-is where-is
 basis
 
pertains solely to the physi-
_______________* SECOND DIVISION.
482
482SUPREME COURT REPORTS ANNOTATED
 Asset Privatization Trust vs. T.J. Enterprises
cal condition of the thing sold, not to its legal situation. It is merelydescriptive of the state of the thing sold. Thus, the
as-is where-is
basis merely describes the actual state and location of themachinery and equipment sold by petitioner to respondent. Thedepiction does not alter petitionerÊs responsibility to deliver theproperty to respondent.
Same; The vendor is bound to transfer the ownership of anddeliver, as well as warrant the thing which is the object of the sale.
·The vendor is bound to transfer the ownership of and deliver, aswell as warrant the thing which is the object of the sale. Ownershipof the thing sold is acquired by the vendee from the moment it itsdelivered to him in any of the ways specified in articles 1497 to1501, or in any other manner signifying an agreement that thepossession is transferred from the vendor to the vendee. A perusalof the deed of absolute sale shows that both the vendor and thevendee represented and
warranted
 to each other that each had allthe requisite power and authority to enter into the deed of absolutesale and that they shall
 perform each of their respective obligations
under the deed of absolute sale in accordance with the termsthereof. As previously shown, there was no actual or constructivedelivery of the things sold. Thus, petitioner has not performed itsobligation to transfer ownership and possession of the things sold torespondent.
Same; Fortuitous Events; Elements; A fortuitous event may either be
 
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an act of God, or natural occurrences such as floods or typhoons, oran act of man such as riots, strikes or wars, but when the loss is found to be partly the result of a personÊs participation·whether byactive intervention, neglect or failure to act·the whole occurrence ishumanized and removed from the rules applicable to a fortuitous event.
·The matter of fortuitous events is governed by Art. 1174 of the Civil Code which provides that except in cases expresslyspecified by the law, or when it is otherwise declared by stipulation,or when the nature of the obligation requires assumption of risk, noperson shall be responsible for those events which could not beforeseen, or which though foreseen, were inevitable. The elementsof a fortuitous event are: (a) the cause of the unforeseen andunexpected occurrence, must have been independent of human will;(b) the event that constituted the
caso fortuito
 must have beenimpossible to foresee or, if foreseeable, impossible to avoid; (c) theoccurrence must have been such as to render it impossible for thedebtors to fulfill
483
 VOL. 587, MAY 8, 2009483
 Asset Privatization Trust vs. T.J. Enterprises
their obligation in a normal manner, and; (d) the obligor must havebeen free from any participation in the aggravation of the resulting injury to the creditor. A fortuitous event may either be an act of God, or natural occurrences such as floods or typhoons, or an act of man such as riots, strikes or wars. However, when the loss is foundto be partly the result of a personÊs participation·whether by activeintervention, neglect or failure to act·the whole occurrence ishumanized and removed from the rules applicable to a fortuitousevent.
Same; The risk of loss or deterioration of the goods sold does not pass to the buyer until there is actual or constructive deliverythereof.
·Article 1504 of the Civil Code provides that where actualdelivery has been delayed through the fault of either the buyer orseller the goods are at the risk of the party in fault. The risk of lossor deterioration of the goods sold does not pass to the buyer untilthere is actual or constructive delivery thereof. As previouslydiscussed, there was no actual or constructive delivery of themachinery and equipment. Thus, the risk of loss or deterioration of 

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