Professional Documents
Culture Documents
b. Natural elements (those which are inherent in c. As to whether the object is tangible or
the contract, and which in the absence of any intangible
contrary provision, are deemed to exist in the
contract.) 1. sale of property (tangible or corporeal)
1. warranty against eviction (deprivation of the 2. sale of a right (assignment of a right or a credit, or
property bought) some other intangibles such as a copyright, a
trademark, or goodwill.)
2. warranty against hidden defects
tangible – chose of possession.
c. Accidental elements (those which may be present or
absent in the stipulation, such as the place or time of intangible – chose of action.
payment, or the presence of conditions.)
The term “goods” as used in the Uniform Sales Act
Stages in the Contract of Sale does not ordinarily include choses in action (things in
action). Neither does the term include money.
a. Generation or negotiation
d. As to the validity or defect of the transaction
b. Perfection – meeting of the minds
1. valid sale
c. Consummation – when the object is delivered and
the price is paid. 2. rescissible sale
2. aleatory sale
SALES
Chapter 1 – Nature and Form of the Contract
2. conditional sale (as to whether there is a sale with a SALE DATION IN PAYMENT
pacto de retro, a right to repurchase or redeem; or
when there are suspensive conditions, or when the 1. There is no pre-existing 1. There is a pre-existing
things sold merely possess a potential existence, credit. credit.
such as the sale of the future harvest of a designated
parcel of land; or when, for example, all the personal 2. Gives rise to obligations. 2. extinguishes obligations.
properties in an army depot would be sold “except all
3. The cause or 3. The cause or
combat materials” that may be found therein.
consideration here is the consideration here, from the
Therefore such combat materials should be excluded
price, from the viewpoint of viewpoint of the person
from sale.)
the seller, or the obtaining of offering the dation in
g. As to whether wholesale or resale the object, for the viewpoint payment, is the extinguishin
of the buyer. of his debt; from the
1. wholesale –if to be resold for a profit the goods being viewpoint of the4 creditor, it
unaltered when resold, the quantity being large. 4. There is greater freedom is the acquisition of the
in the determination of the object offered in lieu of the
2. retail – if otherwise (also sold to tailors) price. original credit.
h. A to the proximate inducement for the sale 5. The giving of the price 4. There is less freedom in
may generally end the the determination of the
1. sale by description obligation of the buyer. price.
2. sale by sample
5. The giving of the object in
3. sale by description and sample lieu of the credit may
extinguish completely or
i. As to whether the price is tendered partially the credit
(depending on the
1. cash sale agreement)
In a sale, the seller transfers ownership; in a lease, the Things may be illicit:
lessor or landlord transfers merely the temporary
possession and use of the property. 1. per se (of its nature) Ex: Sale of human flesh for human
pleasure.
Kinds of Extrajudicial Foreclosure Sale
2. per accidens (made illegal by provision of the law) Ex:
1. Ordinary execution – governed by the sale of land to an alien after the effective date of the
pertinent provisions of Rule 39 of the Rules of Constitution; Sale of illegal lottery tickets.
Court.
* If the object of sale is illicit, the contract is null and void.
2. Judicial foreclosure – governed by Rule 68 (Art 1409), and cannot, be ratified.
of the Rules of Court.
* The right of redemption may be sold. So also may literary,
3. Extrajudicia foreclosure – governed by Act artistic, and scientific works. A usufruct may also be sold.
3135, as amended by Act 4118, otherwise
known as “An Act to Regulate the Sale of Transfer of Ownership
Property Under Special Powers Inserted In or
a. It is essential for a seller to transfer ownership (Art. 1458)
Annexed to Real Estate Mortgages.”
and, therefore, the seller must be the owner of the subject
sold. Nemo dat quad non habet – nobody can dispose of
that which does not belong to him.
Article 1459. The thing must be licit and the vendor
must have a right to transfer the ownership thereof b. But although the seller must be the owner, he need not
at the time it is delivered. be the owner at the time of the perfection of the contract. It
is sufficient that he is the owner at the time the object is
Lawfulness of the Object and Right to Transfer delivered; otherwise he may be held liable for breach of
Ownership warranty against eviction.
* While there can be sale of future property, there can The efficacy of the sale of a mere hope or expectancy
generally be no donation of future property. is deemed subject to the condition that the thing will
come into existence.
d. A person has a right over a thing (although he is not the
owner of the thing itself) may sell such right. Hence, a The sale of a vain hope or expectancy is void.
usufructuary may generally sell his usufructuary right/
Selling a thing having a potential existence – this is a
e. If the buyer was already the owner of the thing sold at the future thing that may be sold.
time of sale, there can be no valid contract.
Examples:
Article 1460. A thing is determinate when it is
particularly designated or physically segregated from a. young animals not yet in existence or still ungrown fruits.
all others of the same class.
b. the wine that a particular vineyard is expected to
The requisite that a thing be determinate is satisfied produce.
if at the time the contract is entered into, the thing is
c. the wool that shall, thereafter, grow upon a sheep
capable of being made determinate without the
necessity of a new or further agreement between the d. the expected goodwill of a business enterprise
parties.
the sale of “a mere hope or expectancy” – should refer
Determinate – specific, but it is not essential really that at to a sale of “an expected thing” not to the hope or
the time of perfection, the object be already specific. It is expectancy for the hope or expectancy already exists.
sufficient that it be capable of being determinate without
need of any new agreement. Thus, there can be a sale of 20
kilos of sugar of a named quality.
1. If the expected thing does 1. It does not matter whether a. Those still to be manufactured (like a future airplane) or
not materialize, the sale is the expected thing printed (like a subscription to a newpaper)
not effective. materialized or not, what is
important is that the hope b. Those still to be raised (like young animals, whether
2. Deals with a future thing – itself validly existed. already conceived or not at the same time of perfection of
that which is expected. the contract), or future agricultural products (like copra still
2. Deals with a present thing to be manufactured.)
Ex: Sale of a valid – for certainly the hope or
sweepstakes ticket whether expectancy already exists. c. Those still to be acquired by seller after the perfection of
it wins or not, the sale itself the contract (like land which the seller expects to buy.) This
is valid. is also referred to as the sale of “hereafter-acquired”
property.)
b. A full owner may sell the usufruct of his land leaving the b. A usufruct that may end when the naked owner becomes
naked ownership to himself. a lawyer may be sold.
Article 1464. In the case of fungible goods, there may Article 1466. In construing a contract containing
be a sale of an undivided share of a specific mass, provisions characteristic of both the contract of sale
though the seller purports to sell and the buyer to and of the contract of agency to sell, the essential
buy a definite number, weight or measure of the clauses of the whole instrument shall be considered.
goods in the mass, and though the number, weight or
measure of the goods in the mass undetermined. By
such a sale the buyer becomes owner in common of
Contract of Sale distinguished from Agency to Sell
such a share of the mass as the number, weight or
(like a Consignment for Sale)
measure bought bears to the number, weight or
measure of the mass. If the mass contains less than CONTRACT OF SALE AGENCY TO SELL
the number, weight or measure bought, the buyer
becomes the owner of the whole mass and the seller 1. The buyer pays the price. 1. The agent delivers the
is bound to make good the deficiency from goods of price which in turn he got
the same kind and quality, unless a contrary intent 2. The buyer after delivery from his buyer.
appears. becomes the owner.
2. The agent who is
Example of Share in a Specific Mass 3. The seller warrants. supposed to sell does not
become the owner, even if
In a stock of rice, the exact number of cavans which is still the property has already
unknown, Jose buys 100 cavans. If there are really 150, Jose been delivered to him.
becomes co-owner of the whole lot, his own share being 2/3
thereof. The sale is of a specific object since the mass is 3. The agent who sells
specific. assumes no personal liability
as long as he acts within his
Article 1465. Things subject to a resolutory condition authority and in the name of
may be the object of the contract sale. the principal.
are to be manufactured specially for the customer b. If intent does not clearly appear –
and upon his special order, and not for the general
market, it is a contract for a piece of work. 1. If thing is more valuable than money – BARTER
a. Massachusetts Rule – If specially done at the order of Should such person or persons be unable or unwilling
another, this is a contract for a piece of work. to fix it, the contract shall be inefficacious, unless the
parties subsequently agree upon the price.
b. New York Rule – If the thing already exists, it is a SALE; if
not, WORK. If the third person or persons acted in bad faith, or
by mistake, the courts may fix the price.
c. English Rule – If material is more valuable, sale; if skill is
more valuable, work. Where such third person or persons are prevented
from fixing the price or terms by fault of the seller or
Article 1468 – If the consideration of the contract the buyer, the party in fault as are allowed the seller
consists partly in money, and partly in another thing, or the buyer, as the case may be.
the transaction shall be characterized by the
manifest intention of the parties. If such intention Certainty of the Price
does not clearly appear, it shall be considered a
barter if the value of the thing given as a part of the The price must be certain; otherwise, there is no true
consideration exceeds the amount of the money or consent between the parties.
its equivalent; otherwise, it is a sale.
There can be no sale without a price.
Rules to determine whether contract is one of Sale or
Barter If the price is fixed but is later on remitted or
condoned, this is perfectly all right, for then the price
a. First rule – Intent. would not be fictitious.
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Chapter 1 – Nature and Form of the Contract
The failure to pay the agreed price does not cancel a the price is so inadequate as to shock the conscience of the
sale for lack of consideration, for the consideration is Court, it will not be set aside.
still there, namely, the price.
In case Contract was really a Donation
If the money paid is counterfeit, the sale would still
be valid for we cannot say that the consideration or It is possible that a donation, not a sale, was really intended.
cause of the contract is the illegal currency. The real In such a case, the parties may prove that the low price is
consideration or caused is still the VALUE or price sufficiently explained by the consideration of liberality.
agreed upon.
Article 1471. If the price is simulated, the sale is
When no specific amount is stipulated void, but the act may be shown to have been in
reality a donation, or some other act or contract.
If no specific amount has been agreed upon, the price is
still considered certain: Simulated price
a. If it be certain with reference to another thing certain. a. The price must not be fictitious. Therefore if the price is
merely simulated, the contract as a sale is void. It may
b. If the determination of the price is left to the judgment however be valid as a donation or some other agreement,
of a specified person or persons. provided the requirements of donations or other agreements
have been complied with. If these requirements do not exist,
c. In the cases provided for under Art. 1472, Civil Code. then, as a sale, the contract is absolutely void, not merely
voidable. An action for annulment is therefore not essential.
Article 1470. Gross inadequacy of price does not
affect a contract of sale except as it may indicate a b. A simulated price is fictitious. There being no price, there
defect in the consent, or that the parties really is no cause or consideration; hence, the contract is void as a
intended a donation or some other act or contract. sale. However, it is enough that the price be agreed on at
the time of perfection. A rescission of the price will not
Effect of Gross Inadequacy of Price
invalidate the sale.
a. In ordinary sale, the sale remains valid even if the price is
very low. If there was vitiated consent (such as fraud, or
undue influence is present) the contract may be annulled Fictitious sale
but only due to such vitiated consent.
If the sale of conjugal property is fictitious and therefore
b. In execution of judicial sales – While mere inadequacy of non-existent, the widow who has an interest in the property
price will not set aside a judicial sale of real property, still if subject of the sale may be allowed to contest the sale, even
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Chapter 1 – Nature and Form of the Contract
BEFORE the liquidation of the conjugal partnership, making if the thing or any part thereof has been delivered to
the executor a party-defendant if he refuses to do so. and appropriated by the buyer, he must pay a
reasonable price therefore. What is a reasonable
Article 1472. The price of securities, grain, liquids, price is a question of fact dependent on the
and other things shall also be considered certain, circumstances of each particular case.
when the price fixed is that which the thing sold
would have on a definite day, or in a particular Effect if the price cannot be determined
exchange or market, or when an amount is fixed
above or below the price on such day, or in such a. If the price cannot really be determined, the sale is void
exhange or market, provided said amount be certain. for the buyer cannot fulfill his duty to pay.
Certainty of Price of Securities b. If the buyer has made use of it, he should not be allowed
to enrich himself unjustly at another’s expense. So he must
Ex: I can sell to you today my Mont Blanc fountain pen at pay a “reasonable price.” The seller’s price, however, must
the price equivalent to the stock quotation two days from be the one paid if the buyer knew how much the seller was
today of 100 shares of PLDT. charging and there was an acceptance of the goods
delivered. Here, there is an implied assent to the price fixed.
If stock market price cannot be ascertained
Article 1475. The contract of sale is perfected at the
If the stock quotation price two days later cannot really be moment there is a meeting of minds upon the thing
ascertained at that time (2 days later), the sale is which is the object of the contract and upon the
inefficacious. price.
Article 1473. The fixing of the price can never be left From that moment, the parties may reciprocally
to the discretion of one of the contracting parties. demand performance, subject to the provisions of the
However, if the price fixed by one of the parties is law governing the form of contracts.
accepted by the other, the sale is perfected.
Nature of Contract
Price cannot be left to one’s party’s discretion
Sale is a consensual contract (perfected by mere consent).
Reason: The other could not have consented to the price, Therefore, delivery or payment is not essential for
for he did not know what is was. perfection.
Article 1474. Where the price cannot be determined Note: The contract of sale is consummated upon
in accordance with the preceding articles, or in any delivery and payment.
other manner, the contract is inefficacious. However,
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Chapter 1 – Nature and Form of the Contract
Requirements for Perfection and sale, the terms and conditions of which may not be
held to depend on subsequent events or acts of the
a.When parties are face to face, when an offer is accepted parties unless the contrary is stipulated. The mere fact
without conditions and without qualifications. (A conditional that the seller thereafter sells an object of the same kind
acceptance is a counter-offer.) to another at a lesser price is no ground for the previous
buyer to be entitled to claim the excess, his contract
Note: if negotiated thru a phone, it is as if the parties are being independent of the other.
face to face.
Formalities for Perfection
b.When contract is thru correspondence or thru telegram,
there is perfection when the offeror receives or has Under the statute of Frauds, the sale of:
knowledge of the acceptance by the offeree.
a. Real Property (regardless of the amount)
Note: If the buyer has already accepted, but the seller does
not know yet of the acceptance, the seller may still b. Personal Property (if 500 or more must be in writing to be
withdraw. enforceable.
c.When a sale is made subject to a suspensive condition, * If orally made, it cannot be enforced by a judicial action,
perfection is had from the moment the condition is fulfilled. except if it has been completely or partially executed, or
except if the defense of the Statute of Frauds is waived.
Before perfection
Note: Also in writing should be sales which are to be
Before perfection of the contract of sale, no mutual performed only after more than one year (from the time the
rights and obligations exist between the would-be agreement was entered into) – regardless as to whether the
buyer and the would-be seller. The same thing is true property is real or personal, and regardless of the price
when perfection is conditioned upon something, and involved.
that thing is not performed.
(4) Where notice has not been given that a sale by A seller may employ others to bid for him provided
auction is subject to a right to bid on behalf of the he has notified the public that the auction is subject
seller, it shall not be lawful for the seller to bid to the right to bid on behalf of the seller. People who
himself or to employ or induce any person to bid at bid for the seller, but are not themselves bound, are
such sale on behalf of the seller or any person called “by-bidders” or “puffers.” In view of the
employed by him. Any sale contravening this rule notice, there would not be any fraud, and the
may be treated as fraudulent by the buyer. transaction with the rest should be considered as
valid. Without the notice, any sale contravening the
When Sale by Auction is Perfected rule may be treated by the buyer as fraudulent. In
other words, the purchaser could be relieved from his
The sale is perfected when the auctioneer announces
bid.
its perfection by the fall of the hammer or in other
customary manner. Note: It may happen that the owner is not himself
the auctioneer. Now then if the auctioneer employs
Before the Fall of the Hammer
puffers and gives no notice to the public, the sale
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Chapter 1 – Nature and Form of the Contract
would still be fraudulent, whether or not the owner of b. Constructive (Arts. 1498 – 1601, Civil Code), including
the goods knew what the auctioneer had don “any other manner signifying an agreement that the
possession is transferred.” (Art. 1496, Civil Code)
Article 1477. The ownership of the thing sold shall be Article 1479. A promise to buy and sell a determinate
transferred to the vendee upon the actual or thing for a price certain is reciprocally demandable.
constructive delivery thereof.
An accepted unilateral promise to buy or to sell a
When Ownership is Transferred determinate thing for a price certain is binding upon
the promissory if the promise is supported by a
Ownership is not transferred by perfection but by delivery.
consideration distinct from the price.
(This is true even f the sale has been made on credit;
First paragraph Second paragraph
payment of the purchase price is NOT essential to the
(MUTUAL PROMISE) (ACCEPTED UNILATERAL
transfer of ownership, as long as the property sold has been
PROMISE)
delivered. (Gabriel et. al. v. Encarnacion et. al.) A contrary
A promise to buy something Only one makes the promise.
stipulation is, however, VALID.
and B promises to sell it at This promise is accepted by
KINDS OF DELIVERY an agreed price. (This is a the other. Hence, A promise
promise to buy and sell, to sell to B accepts the
a. Actual (Art. 1497, Civil Code) clearly a bilateral reciprocal promise, but does not in turn
contract.) promise to buy.
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Chapter 1 – Nature and Form of the Contract
Policitacion – a unilateral promise to buy or to sell which is suspensive condition. Hence, promissor was never really
not accepted. This produces no juridical effect, and creates obliged to convey title. Nothing wrong if he sells the
no legal bond. This is a mere offer, and has not yet been property to another, after an unsuccessful demand for said
conversed into a contract. price.
Unilateral Promise – The acceptance of a unilateral (Art. 1163. Every person obliged to give something is also
promise to sell must be plain, clear, and unconditional. obliged to take care of it with the proper diligence of a good
Therefore, if there is a qualified acceptance with terms father of a family, unless the law or the stipulation of the
different from the offer, there is no acceptance, that is, there parties requires another standard of care. (1094a))
is no promise to buy and there is no perfected sale.
(Art. 1164. The creditor has a right to the fruits of the thing
Option – a contract granting a person the privilege to buy from the time the obligation to deliver it arises. However, he
or not to buy certain objects at any time within the agreed shall acquire no real right over it until the same has been
period at a fixed price. delivered to him. (1095))
The contract of option is a separate and distinct contract (Art. 1165. When what is to be delivered is a determinate
from the contract which the parties may enter into upon the thing, the creditor, in addition to the right granted him by
consummation of the contract; therefore, an option must Article 1170, may compel the debtor to make the delivery.
have its own cause or consideration.
If the thing is indeterminate or generic, he may ask that the
Contract to SELL is NOT an Absolute Sale obligation be complied with at the expense of the debtor.
A contract or promise to sell, a parcel of land for example, is If the obligor delays, or has promised to deliver the same
not a contract of sale. Such a contract to sell would exist thing to two or more persons who do not have the same
when for instance, land is promised to be sold, and title interest, he shall be responsible for any fortuitous event
given only after the down payment and the monthly until he has effected the delivery. (1096))
installment therefor shall have all been paid. Failure to make
the needed payment is failure to comply with the needed
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Chapter 1 – Nature and Form of the Contract
(Art. 1166. The obligation to give a determinate thing b. If the object was lost after delivery to the buyer, clearly
includes that of delivering all its accessions and accessories, the buyer bears the loss. (Res perit domino – the owner
even though they may not have been mentioned. (1097a)) bears the loss.)
(Art. 1262. An obligation which consists in the delivery of a c. If the object is lost after perfection but before delivery,
determinate thing shall be extinguished if it should be lost the buyer bears the loss, as exception to the rule of res perit
or destroyed without the fault of the debtor, and before he domino.
has incurred in delay.
Should fungible things be sold for a price fixed b. If the seller is guilty of fraud, negligence, default, or
according to weight, number, or measure, the risk violation of contractual term. Arts. 1165, 1262, 1170)
shall not be imputed to the vendee until they have
been weighed, counted, or measured, and delivered, c. When the object sold is generic because “genus does not
unless the latter has incurred delay. perish” (genus nunquam perit) Note: the unfortunate effect
of Art. 1504 on the question of the risk of loss is discussed
under said article.)
Who Bears the Risk of Loss Fungibles – personal property which may be replaced with
equivalent things.
a. If the object has been lost before perfection, the seller
bears the loss. Reason: There was no contract, for there was Consumables and non-consumables distinguished
no cause or consideration. Being the owner, the seller bears from fungibles and non-fungibles
the loss. This means that he cannot demand payment of the
price. The former is based on the nature of the thing, while the
latter is based on the intention.
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Chapter 1 – Nature and Form of the Contract
Article 1481. In the contract of goods by description Earnest money – (“arras”) something of value to show that
or by sample, the contract may be rescinded if the the buyer was really in earnest, and given to the seller to
bulk of the goods delivered do not correspond with bind the bargain.
the description or the sample, and if the contract be
by sample as well as by description, it is not Significance of earnest money
sufficient that the bulk of goods correspond with the
a. Part of the purchase price. (Hence, from the total price
sample if they do not also correspond with the
must be deducted the arras; the balance is all that has to be
description.
paid.)
The buyer shall have a reasonable opportunity of
b. Proof of the perfection of the contract.
comparing the bulk with the description or the
sample. Option money – applies to a sale not yet perfected; the
money is not part of the purchase price; the would be buyer
Sale by description – Where seller sells things as being of
is not required to buy.
a certain kind, the buyer merely relying on the seller’s
representations or descriptions. Generally, the buyer has not When arras must be returned
previously seen the good, or even if he has seen them, he
believes (sometimes erroneously) that the description tallies If merchandise cannot be delivered, the arras must be
with the goods he has seen. returned. Of course, this right may be renounced since
neither the law nor public policy is violated.
Sale by sample – that where the seller warrants that the
bulk (not the major part or the majority of the goods but the
goods themselves) of the goods shall correspond with the Article 1483. Subject to the provisions of the Statute
sample in kind, quality, and character. On the sample is of Frauds and of any other applicable statute, a
exhibited. The bulk is not present, and so there is no contract of sale may be made in writing, or by word
opportunity to examine or inspect it. of mouth, or partly in writing and partly by word of
mouth, or may be inferred from the conduct of the
Sale by description and sample – must satisfy the parties.
requirements in both, and not in only one.
Article 1482. Whenever earnest money is given in a If sale is made thru an Agent
contract of sale, it shall be considered as part of the
price and as proof of the perfection of the contract. The sale of a piece of land or interest therein when made
thru an agent is void. (not merely unenforceable) unless the
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Chapter 1 – Nature and Form of the Contract
agent’s authority is in writing. (Art. 1874). This is true even b. The contract must be one of sale (absolute sale, not a
if the sale itself s in a public instrument, or even registered. pacto de retro transaction, where redemption is effected in
installments)
Interest therein – refers to easement or usufruct for
example. c. What is sold is personal property (sale of real property in
installments is governed by RA 6552 – the Maceda Law –
If notary public is not authorized, the sale would still which took effect on the date of its approval Sept. 14, 1972.
be valid since for validity of the sale, a public
instrument is not even essential. d. The sale must be on the installment plan (an installment
– is any part or portion of the buying price, including the
down payment)
(1)Exact fulfillment of the obligation, should the - To prevent abuse in the foreclosure of chattel
vendee fail to pay; mortagages by selling at a low price and then suing
for the deficiency, is the precise purpose of this
(2)Cancel the sale, should the vendee’s failure to pay article. Otherwise, the buyer would find himself
cover two or more installments; without the property, and still indebted.
(3)Foreclose the chattel mortgage on the thing sold, Cancellation requires mutual restitution
if one has been constituted, should the vendee’s
failure to pay cover two or more installments. In this - It is clear that when the remedy of cancellation is
case, he shall have no further action against the availed of, there must be a mutual restitution of
purchaser to recover any unpaid balance of the price. whatever had been received by either party.
Any agreement to the contrary shall be void.
Ex: When the seller of a car on installment asks for
cancellation of the sale, the car must be returned to
him, and he in turn must give back all installments
Requisites before Art. 1484 may be applied he has received, including the downpayment.
a.Real estate mortgage because it can only be foreclosed Even if the word lease is employed, when a sale on
only in conformity with special provisions. installment is evidently intended, it must be construed as a
sale.
b. Sale of personal property on straight terms, in which the
balance, after the payment of the initial sum should be paid Article 1486. In the cases referred to in the two
in its totality at the time specified. Therefore, in a sale on preceding articles, a stipulation that the installments
straight terms, the mortgagee-seller will still be entitled to or rents paid shall not be returned to the vendee or
recover the unpaid balance. lessee shall be valid insofar as the same may be
unconscionable under the circumstances.
Non-return of Installments Paid
Article 1485. The preceding article shall be applied to
contracts purporting to be leases of personal a. As a general rule, it is required that a case of rescission or
property with option to buy, when the lessor has cancellation of the sale requires mutual restitution, that is,
deprived the lessee of the possession or enjoyment all partial payments of price or “rents” must be returned.
of the thing.
b. However, by way of exception, it is valid to stipulate
Leases of Personal Property with Option to Buy that there should be NO returning of the price that has been
partially paid or of the “Rents” given, provided the
- This may really be considered a sale of personal stipulation is not unconscionable.
property in installments. Therefore, the purpose of
Art. 1485 is to prevent an indirect violation of Art. SALE OF REAL PROPERTY IN INSTALLMENTS
1484.
REPUBLIC ACT No. 6552
“when the lessor has deprived lessee of the
possession or enjoyment of the thing” AN ACT TO PROVIDE PROTECTION TO BUYERS OF
REAL ESTATE ON INSTALLMENT PAYMENTS. (Rep. Act
For failure to pay, the lessor is apparently exercising the No. 6552)
right of an unpaid seller, and has taken possession of the
property. This is so even if the property had been given up in Section 1. This Act shall be known as the "Realty
obedience to the lessor’s extrajudicial demand, such Installment Buyer Act."
surrender not really being voluntary.
Section 2. It is hereby declared a public policy to protect
When lease construed as sale buyers of real estate on installment payments against
onerous and oppressive conditions.
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Chapter 1 – Nature and Form of the Contract
Section 3. In all transactions or contracts involving the sale grace period of not less than sixty days from the date the
or financing of real estate on installment payments, installment became due.
including residential condominium apartments but excluding
industrial lots, commercial buildings and sales to tenants If the buyer fails to pay the installments due at the
under Republic Act Numbered Thirty-eight hundred forty- expiration of the grace period, the seller may cancel the
four, as amended by Republic Act Numbered Sixty-three contract after thirty days from receipt by the buyer of the
hundred eighty-nine, where the buyer has paid at least two notice of cancellation or the demand for rescission of the
years of installments, the buyer is entitled to the following contract by a notarial act.
rights in case he defaults in the payment of succeeding
installments: Section 5. Under Section 3 and 4, the buyer shall have the
right to sell his rights or assign the same to another person
(a) To pay, without additional interest, the unpaid or to reinstate the contract by updating the account during
installments due within the total grace period earned the grace period and before actual cancellation of the
by him which is hereby fixed at the rate of one month contract. The deed of sale or assignment shall be done by
grace period for every one year of installment notarial act.
payments made: Provided, That this right shall be
exercised by the buyer only once in every five years Section 6. The buyer shall have the right to pay in advance
of the life of the contract and its extensions, if any. any installment or the full unpaid balance of the purchase
price any time without interest and to have such full
(b) If the contract is canceled, the seller shall refund payment of the purchase price annotated in the certificate
to the buyer the cash surrender value of the of title covering the property.
payments on the property equivalent to fifty per cent
of the total payments made, and, after five years of Section 7. Any stipulation in any contract hereafter entered
installments, an additional five per cent every year into contrary to the provisions of Sections 3, 4, 5 and 6, shall
but not to exceed ninety per cent of the total be null and void.
payments made: Provided, That the actual
cancellation of the contract shall take place after
thirty days from receipt by the buyer of the notice of Section 8. If any provision of this Act is held invalid or
cancellation or the demand for rescission of the unconstitutional, no other provision shall be affected
contract by a notarial act and upon full payment of thereby.lawphi1™
the cash surrender value to the buyer.
Section 9. This Act shall take effect upon its approval.
Down payments, deposits or options on the contract shall be
included in the computation of the total number of Approved: August 26, 1972.
installment payments made.lawphi1™
Raison d’ Etre” of the Maceda Law
Section 4. In case where less than two years of
installments were paid, the seller shall give the buyer a
SALES
Chapter 1 – Nature and Form of the Contract
- To help especially the low income lot buyers, Art. 1488. The expropriation of property for public
delineating the rights and remedies of lot buyers and use is governed by special laws.
protect them from one-sided and pernicious contract
stipulations. The Act’s declared public policy is to Expropriation – involuntary in nature, that is, the
protect buyers or real estate or installment basis owner may be compelled to surrender the property after
against onerous and oppressive conditions. More all the essential requisites have been complied with.
specifically, the Act provided for the rights of the Therefore, generally expropriation does not result in a
buyer in case of default in the payment of sale.
succeeding installments, where he has already paid
One exception to the rule
at least two years of installments.
Gutierrez v. CTA – SC held that the acquisition by the
- The act seeks to address the acute housing shortage
government of private properties thru the exercise of
problem in our country that has prompted thousands
eminent domain, said properties being justly
of middle or lower class buyers of houses, lots, and
compensated, is a sale or exchange within the meaning
condominium units to enter into all sorts of contracts
of the income tax laws and profits derived therefrom are
with private housing developers involving installment
taxable as capital gain; and this is so although the
schemes.
acquisition was against the will of the owner of the
Art. 1487. The expenses for the execution and property and there was no meeting of the minds
registration of the sale shall be borne by the between the parties.
vendor, unless there is a stipulation to the
When Transaction is one of Sale
contrary.
If the property owner voluntarily sells the property to the
Who Pays for Expenses in Execution and
government, this would be a sale, and not an example
Registration
of expropriation.
Observe that as a rule the seller pays for the expenses
Eminent Domain distinguished from Expropriation
of:
Eminent Domain refers to the right given to the state,
a.The execution (of the deed) of sale;
whereas, expropriation usually refers to the process.
b. its registration.
Essential requisites for Expropriation
NOTE: There can, however, be a contrary stipulation.
1. Taking by competent authority
3. Taking for public use. a.Absolute incapacity – when party cannot bind himself in
any case.
4. Payment of just compensation.
b.Relative incapacity – when certain person, under
Just Compensation – market value (the price which the certain circumstances, cannot buy certain property.
property will bring when it is offered for sale by one who (Wolfson v. Estate of Martinez)
desires but is not obliged to sell it, and is bought by one
who is under no necessity of having it) PLUS the Note: Among people relatively incapacitated are those
consequential damages, if any, MINUS the consequential mentioned in Arts. 1490 and 491, Civil Code.)
benefits, if any. BUT the benefits may be set off only
against the consequential damages, and not against the Purchase by Minors
basic value of the property taken.
When minors buy, the contract is generally
The fixing of just compensation in expropriation voidable, but in the case of necessaries, “where
proceedings shall be made in accordance with Rule necessaries are sold and delivered to a minor or
other person without capacity to act, he must pay a
67 of the Rules of Court and not on the basis of the
reasonable price therefor.
valuation declared in the tax declaration of the
subject property by the owner or assessor which ahs Necessaries – include everything that is indispensable for
been declared unconstitutional. sustenance, dwelling, clothing, and medical attendance,
according to the social position of the family.
CHAPTER 2
Support – also includes education of the person entitled to
CAPACITY TO BUY OR SELL
be supported until he completes his education or training for
some profession, trade, or vocation, even beyond the age of
majority.” (Art. 290, Civil Code)
Art. 1489. All persons who are authorized in this Code
to obligate themselves, may enter into a contract of Husbands
sale, saving the modifications contained in the
following articles. Under this Code, the husband may sell, alienate, or
encumber, even without the consent of his wife, his
Where necessaries are those sold and delivered to a exclusive property acquired before the effectivity of the Civil
minor or other person without capacity to act, he Code. The wife cannot even ask for the annulment of the
must pay a reasonable price therefor. Necessaries are sale on the ground that it is in fraud of her rights when the
those referred to in Article 290. (1457a) purpose of the transaction is to benefit the family, that is, to
raise money for a business venture. (See Arts. 166 and 173
Incapacity to Buy may be Absolute or Relative of the Code)
SALES
Chapter 1 – Nature and Form of the Contract
If the deed of sale of the land lists as purchasers both 1. To avoid prejudice to third persons;
the husband and the wife, the presumption is that it 2. To prevent one spouse from unduly influencing the
is paraphernal property. (Castillo v. Castillo) other;
Reason for the Law A lawyer is not allowed to purchase the property of
his client which is in litigation. To do otherwise would
Public policy prohibits the transactions in view of the be a breach of professional conduct, and would
fiduciary relationship involved. constitute malpractice.
Purchase Thru Another But assigning the amount of judgment by the client
to his attorney, who did NOT take any part in the
“Thru the mediation of another” - this must be case where said judgment was rendered, is valid.
proved, that is, that there was really an agreement
between the intermediary and the person When a thing is said to be in litigation
disqualified; otherwise, the sale cannot be set aside.
(Rodriguez v. Mactual)
SALES
Chapter 1 – Nature and Form of the Contract
A thing is said to be in litigation not only if there is Art. 1492. The prohibitions in the two preceding
some contest or litigation over it in court, but also articles are applicable to sales in legal redemption,
from the moment that it became subject to the compromises and renunciations.
judicial action of the judge.
Applicability of Relative Incapacity to Legal
Art. 1491 does not prohibit a lawyer from acquiring a Redemption, Compromises, and Renunciation
certain percentage of the value of the properties in
litigation that may be awarded to his client. A Example:
contingent fee based on such value is allowed.
If a ward’s property is sold, the guardian, even if he be an
If however the attorney participates in the sale, not adjacent owner, and even if all the other requisites for legal
as buyer but as agent for the buyer, there is no redemption are present, cannot exercise the right of legal
violation of the law.
redemption.
REMEDIES:
1. Withdrawal or rescission.
2. Specific performance as to remainder by payment of
proportional price.
CHAPTER 3
Art. 1494. Where the parties purport a sale of specific
EFFECTS OF THE CONTRACT WHEN THE THING SOLD goods, and the goods without the knowledge of the
HAS BEEN LOST seller have perished in part or have wholly or in a
material part so deteriorated in quality as to be
Art. 1493. If at the time the contract of sale is substantially changed in character, the buyer may at
perfected, the thing which is the object of the his option treat the sale:
contract has been entirely lost, the contract shall be
without any effect. (1) As avoided; or
But if the thing should have been lost in part only, (2) As valid in all of the existing goods or in so much
the vendee may choose between withdrawing from thereof as have not deteriorated, and as binding the
the contract and demanding the remaining part, buyer to pay the agreed price for the goods in which
paying its price in proportion to the total sum agreed the ownership will pass, if the sale was divisible.
upon. (1460a)
Loss of Specific Goods
SALES
Chapter 1 – Nature and Form of the Contract
REMEDIES:
1. Cancellation (avoidance);