Sales Pineda Reviewer

What are natural elements? 1458 (Paras)

As to quantity of of object?

1.warranty against eviction(deprivation of prop bought)

Wholesale

2.warranty against hidden defects

Retail

Distinguish from essential element?

Classification of the kind of sale based on its validity

Essential element If you stipulate but then you cant do it. Contract is void

Valid,Rescissible(1/4 of the value of the object of the sale by guardians),voidable,unenforcable,vod Art. 1459. The thing must be licit and the vendor must have a right to transfer the ownership thereof at the time

Natural element If there is contrary stipulation even if it is an inherent element, you may dispense with it

it is delivered.

As to legality of the object? Sale of licit-not outside the commerce of man Sale of illicit-the resulting sale is void.

Wholesale or retail? Wholesale-quantity large, unalatered when resold Retail(also if sold to tailors) Characteristics of wholesale?

Classifications of illicit objects:

-quantity is large

Illicit per se-of its nature ex:sale of human flesh

-seller habitually engaged in selling a large number of quantities

Illicit per accidens-made illegal by provision of law ex sale of land to alien

-resold, unaltered and for profit

Tangible or not?

-purchaser has no use of the g oods or it is in excess of his requirement

1.Sale of property(tangible)-chose in possession 2.Sale of a right(cose in action=tangible)-copyright, trademark or goodwill

Sale to the publishing house of recycled paper- retail sale already altered when sold became a book Sale to junkshop-either wholesale or retail Kinds of sale based on the p roximate inducement

Classification of its kind of sale based on the presence or absence of a condition: 1.Absolute sale(no condition)-obligations of the parties are demandable being an essential element of the contract of sale 2.Conditional(pacto de retro, right to repurchase or redeem, suspensive conditions,sale of future harvest) *In the presence or absence of condition limited to accidental element y? contract of sale may or may not have conditions

Sale by description- buyer relying on the seller’s representations or descriptions, He believes that description tallies with the goods he has seen. Can be erroneous belief Sale by sample-the bulk of the goods shall correspond with the sample in kind, quality a nd character. Only the sample is exhibited the bulk not present Sale by description and sample-must satisfy both requirements Contract of sale valid if given reluctant consent?No

Reluctant consent is not vitiated consent Can there be a perfected ccontract of sale if seller fails to aquire ownership of the object of the sale at the time of its supposed delivery to the buyer? Yes it is still a perfected contract. Because it is alredy perfected when there was meeting of the minds. The ownership is required upon the delivery If seller fails to deliver the prop at the time of its supposed delivery, remedy?automatically void? The contract is not automatically voided. An action for damages based on breach of warranty against eviction What if it is an absolute sale w/o imposed condition can there be an action for damages? Or there would be mutual restitution? May action for damages because warranty against eviction is a natural element of the contract. Unless may contrary stipulation. If seller does not acquire ownership of the property may cause of action for damages. Can services be the object of a contract of sale? No. because there can be no transfer o wnership if the object of the contract of sale is services Art. 1460. A thing is determinate when it is particularly designated or physically segregated from all others of the

-if the thing cannot be designated or physically segrageted sufficeient that it is capable of being determinate w/o new agreement. There can be a sale of 20 kilos of sugar of a named quality

*if there is a necessity of making a new agreement, this constitutes an obstacle to the  perfection of the contract

Art. 1461. Things having a potential existence may 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 into existence.The sale of a vain hope or expectancy is void. Validity of the thing having potential existence

Emptio Rei Speratio -the sale of an expected thing -does not materialize sale is not effective -future thing Ex

Emptio Spei -and the sale of the hope itself -it does not matter, important is that the hope itself validly existed -present thing Ex lottery

same class. The requisite that a thing be determinate is satis fi ed 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.

Determinate-it is sufficient that it be capable of  being determinate without need of any new agreement. -the thing cannot be determinate by the stipulation of the parties bec. Even if the parties stipulated that the thing is determinate but it is not actually determinate under the provision of the law it cannot be considered determinate thing therefore it cannot be element or essential element of a contract of sale

Vain Hope or Expectancy- Void, different from aleatory contract(element of chance) in this case none. Ex:losing ticket sa lottery Validity of the thing to what will it depend?INTENTION. Future crops If a contact depends on the potential existence of a thing but failed no valid contract If the party merely intends to enter into a contract valid pa din even If the potential thing did not existed Art. 1462. 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

What are fungible and non-fungible goods? Fungible –  If based on the intention of the  parties, it may be substituted

by the seller depends upon a contingency which may or may not happen.

Kinds of goods? 1.Future goods-manufactured(future airplane), raised(young animals), acquired by seller after the perfection of the contract, acquisition depends upon contingency a,anyting you promised which you do not have ownership of yet. May be the subject of a contract of sale because you can acquire ownership  b.anything you may acquire after the  perfection of the contract ex you promise to sell a parcel of land which you do not have ownership yet. At the time of the perfection of the contract of sale. If you acquire it subsequently. 2.Existing goods-owned and possessed by the seller at the time of the sale Is that goods money. No. As a legal tender cannot be subject of goods.

What are the kinds of delivery? 1. Actual - physical delivery to the buyer which transfer ownership

 Non-fungible – …it cannot be substituted What are consumable and non-consumable things? Consumable  –   by the nature of the object it cannot  be used w/o being consumed  Non-consumable – …it can be used even w/o  being consumed What is the basis of their distinction? Consumable and nonconsumable

The nature of the thing.

What is the basis of the distinction between a fungible andnon-fungible? Intention of the parties Can a real property be fungible? A Real property is actually non-consumable but if it is based on the intention of the parties they may be considered fungible Even if the thing is consumable by nature (i.e. rice, sugar, salt)

Transfer of personal property –  actual

if the intention of the parties are for them to be returned, it is

 physical transfer of possession

non-fungible.

2. Constructive –  merely symbolic delivery which also transfers ownership - i.e. In real property  –  by giving of the title or execution of the deed of conveyance

i.e. If the intention of the parties is for exhibition. What is the rule regarding sale of fungible goods? There may be sale of undivided share of specificmass although the seller purports to sell and thebuyer

i.e. Buyer wants to buy 100 cavans of rice. The entire massproduced is 150. 100 cavans should  be owned by the buyerwho purports to buy specific numbers, weight or measure. Since the cavans turned out to be more than what the  buyer wants what will be the resulting ownership of the entiremass? The seller and the buyer will  both own the 150 cavansin proportion to what they actually buy and sell. 100 cavanswill be owned by the buyer the remaining 50 will be ownedby the seller. The entire mass will be coowned by them.

Test to determine whether the contract is a sale or agency 1.acquistion of ownership 2.resulting relationship whether buyer and seller or principal and agent a.sale results in a debtor creditor relationship  b. In an agency is the agent liable to the seller?no. because he merely acts on  behalf of the seller

What happens if the entire mass only produced 50 cavans?

SALES2

It will entirely be owned by the buyer.

Cession- that which consist in the a bandonment of all the property of the debtor for the benefit of his creditors in order that the latter may apply the proceeds thereof to the satisfaction of their credits

What will happen to the remaining 50? Is the contract validonly w/ respect to 50 cavans  produced? Yes but the seller is obligated to fulfill the remainingobligations (remaining 50) because that is thesubject of the contract of sale. Distinguish bet. Sale and Agency 1. Seller receives the  purchase  price from the buyer as owner 2. seller directly receives thepurchase  price 3. buyer becomes the owner of the object upon its delivery 4. if the goods/object isdefective the buyer cannotreturn the them. His remedyis damages

Agent receives the  payment in trust for the seller with the obligation to deliver the  price to the seller Agent receives the  purchase  price in behalf of the seller Even if there is delivery the agent does not acquire ownership over the object of the contract Agent can return the goods

What is Cession?

It is a mode of payment whereby the debtor assigns his property to his creditors on the matter of which to acquire the right on the thing and to apply the proceeds to the debts of the debtor. It is the assignment of all and not just the sum of the property of debtor in favour of the creditor not for thecreditor to acquire ownership of the thing assigned to them but for them to have the right to sell them and after the sale the proceeds shall be applied to the debt andthat is how the debts are paid. That is cession. What is the distinction between Cession and Dation in Payment? Dation in Payment -1 creditor -not all props of the debtor are conveyed -solvent or insolvent -creditor becomes owner of the thing conveyed

Cession -2 or more creditors -all debtors props are conveyed -only when his insolvent -creditors do not become owners of the thing

How many creditors are there in Dation in payment and how many creditors are there in C ession?

In dation in payment one creditor is sufficient and in Cession there must be two or more creditors. As to the number of property given by the debtor. We all know that in cession all of the properties must be assigned and not some of them. In dation in payment one is enough as long as the value of the property is sufficient to answer for the debts. The number of the property will depend on the amount of the debt. If one property is sufficient to cover the debt and that is accepted by the creditor then dation in payment will be completed even if you assign or give 3 properties should the value will not be sufficient there can never be dation in payment and the creditor will assign and not accept your property. But the general rule is for as long as it is sufficient and the same is acceptable to the creditor then one property is enough. Again as compared in cession all the property must be ceded or assigned whether or not it is twice or thrice the value of the debt of the debtor. As regards solvency of the debtor what’s the rule? Do they have to know the solvency of the debtor in

dation in payment? How about in cession? In dation in pay ment it does not matter whether the debtor is solvent or insolvent. In cession the debtor required to be insolvent. Why require being insolvent in cession?

because if you have abandon your property to your creditor you have nothing to get back because all the proceeds will be divided to your creditor depending on the range of liability or the debts that you owe your creditor. You have to be insolvent because it is a requisite for the abandonment of all your property. The presumption there is you cant claim all of them o that in order for y ou to be relieved from liability you are showing them that you h ave given them all your property such that even if it less than the value of the debt share depending on the debt y ou owe to them on a pro rata basis. That’s w hy you have to be insolvent first before you can apply cession. What is the contract to sell? A contact to sell is a bilateral agreement whereby the seller while reserving right on ownership to the property binds himself to sell the property upon payment of the purchase price by the prospective buyer so the obligation of the prospective seller is not to get the transfer of ownership but actually the obligation to sell because a contract of sale is different from the contract to sell. Upon c ompliance of the prospective buyer of his obligation to pay the purchase price then the seller now is bound to enter Into a contract of sale whereby he is required to transfer ownership. So in a contract to sell the obligation is actually first to be bound to sell the object subject of the contract upon payment of the full purchase price then the seller is now to sell deliver and transfer ownership.

We are agreeing that you need to be insolvent for you to have applied or for you to have cession or for you to abandon all your property and give it to all your creditors for them to sell it and apply the proceeds to your debt.

Art. 1458. By the contract of sale one of the contracting parties obligates himself to transfer the

If you are insolvent the presumption is that your asset is less than your liabilities. If your asset is more than your liabilities,because after the sale you still have the remaining balance over the liability, then you are solvent and if you are not insolvent then it would not apply cession. You have to take the consequences of insolvency, your debt to your creditor share whatever asset you have remain. If you have asset more than your liability then your creditor may without abandoning all your property

A contract of sale may be absolute or conditional. (1445a)

ownership and to deliver a determinate thing, and the other to pay therefor a price certain in money or its equivalent.

Art. 1459. The thing must be licit and the vendor must have a right to transfer the ownership thereof at the time it is delivered. (n)

Art. 1460. A thing is determinate when it is particularly designated or physical segregated from

undetermined. By such a sale the buyer becomes owner in common of such a share of the mass as

all other of the same class.

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

The requisite that a thing be determinate is satisfied if at the time the contract is enter ed into, the thing is capable of being made determinate

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. (n)

without the necessity of a new or further agreement between the parties. (n)

Art. 1461. Things having a potential existence may

Art. 1465. Things subject to a r esolutory condition may be the object of the contract of sale. (n)

be the object of the contract of sale. Art. 1466. In construing a contract containing The efficacy of the sale of a mere hope or expectancy is deemed subject to the condition that the thing will come into existence.

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. (n)

The sale of a vain hope or expectancy is void. (n)

Art. 1462. 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. (n)

Art. 1463. The sole owner of a thing may sell an undivided interest therein. (n)

Art. 1464. 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

Art. 1467. 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. (n)

Art. 1468. 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. (1446a)

Art. 1469. 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 special 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 f aith 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. (1447a)

Art. 1470. 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. (n)

Art. 1471. 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. (n)

Art. 1472. 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.