CHAPTER 06

Performance or
Consummation of Sale

Sales 2016
Class Notes

Chapter 06 Performance or Consummation of Sale

Sales 2016 Class Notes

Atty. Aris Gulapa

Chapter 06 Performance or Consummation of Sale

Obligation of Seller
1. To preserve
Good Father of the Family
Gulapas Question #1: T/F The obligation to preserve is an obligation to give.
Answer #1: False, to assure the buyer that seller would be able to fully comply with the main
obligation
2. To Deliver
Gulapas Question #2: X and Y agreed on a sequoia with Plate number whatever and Chasis
number whatever for 6M to be delivered within 5 days. Seller delivers on the 5th day but buyer
does not pay. Is there delivery inspite no payment?
Answer #: Yes, the obligation to deliver does not presuppose that there is payment.
3. To Deliver the Fruits and Accessories
Article 1164 The creditor has a right to the fruits of the thing from the time the
obligation to deliver it arises. However, he shall acquire no real right over it until the
same has been delivered to him. (1095)
Tradition Elements
1. Transfer the control and the possession
Sellers Intent:
To transfer ownership
To put buyer in control
Buyers Intent:
To acquire property
Gulapas Question #3: X and Y contract of sale of Toyota Sequoia with chasis number
whatever Ill park that at her house tomorrow. Today, I told myself Im going to delivery
tomorrow. And I delivered it to the next day. Valid delivery?
Answer #3:
Constructive Delivery
1. Symbolic Delivery
2. Traditio Brevi Manu
3. Constitum Possessorium
4. Traditio Longa Manu
o Delivery by agree by pointing
Incorporeal Property
1. Use and Enjoyment with consent of seller
2. Placing the title in the possession of the buyer
3. Effect the sale though the transfer of the public document.
Gulapas Question #4: The Execution of the deed of sale is a mode of constructive delivery
Answer: F, a deed of sale only operates as a formal/symbolic delivery of the property sold
Deed of Sale
Not a constructive mode of delivery
Owdylyn Lee
Block 2D 2019

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Chapter 06 Performance or Consummation of Sale

Sales 2016 Class Notes

Atty. Aris Gulapa

It has to be the execution of a public document

Correct that constructive delivery may take any form. Intention between the two of us,
that the Deed of Sale would be the manner of transferring ownership
Gulapas Question#5: What happened in Santos v. Santos?
Issue: execution of public document was equivalent to actual delivery
Ruling: Did not produce the tradition because there was no intention to transfer it by title
Weird because the constructive delivery doesnt have to be with actual delivery

Gulapas Question#6: What happened in Dy? [tractor]

Answer: Dy talks about movables but book talks about the land. Tractor was subject to a
mortgage Libra Loands
Issue: W/N the sheriff can execute on the tractor which has been subject to a mortgage?
Ruling: ownership belonged to Wilfredo not the petitioner, therefore SC ruled no
Gulapas Question#7: What happened in Addison v. Felix?
Marciana was saying Im supposed to pay only if the land was delivered. Only 1/3 of the land was
delivered.
Issue: W/N there was actual delivery; otherwise Marciana will be compelled to pay
Symbolic delivery
must be in the control of the seller
Requirement that must accompany constructive delivery: control over subject matter at the
time of execution
Valid transfer at actual can transfer
Power Commercial & Industrial
Danguilan v. IAC [helper]
Control has to subsist for a reasonable length of time after instrument execution
Why?
1. Buyer wont be force to immediately jump into possession
2. Against tardiness
Paid of net landed weight
Price agreed upon
Point of Shipment
Price will be multiplied by goods
Point at destination
Delivery
1. Valid Sale
2. Seller is the owner
Gulapas Question#8: T/F If the buyer without reason, he shall be

Owdylyn Lee
Block 2D 2019

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Chapter 06 Performance or Consummation of Sale

Sales 2016 Class Notes

Atty. Aris Gulapa

Gulapas Question#9: Deliver to you, 1000 pencils, met the statues of Frauds. Outside their
price at 4 pesos. Buy from me and youll get a premium discount.
Gulapas Question#10: T/F If I have dress sale on a window, thats the sale by sample.
Answer: No
Whos Bears Whatever
Before Perfection
Upon Perfection
After Perfection
Before Delivery
After Delivery
*goods only

Loss
S (1480)
S (1493 1412)
S (1504)*

Deterioration
S (1480)
S (1493 1412)
B (1189 1262)

B (1504)

B (1504)

Fruits
S
S (1493 1412)
B (1189 1262
1587)
B (1504)

Improvements
S
S (1493 1412)
B (1538)
B (1504)

Double Sales 1544

Which will prevail in case more than 1?
Hinders on rules on consummation because?
Why does DS hinge on the rule on consummation stage?
Second Rule on Possession
Why primary rule on inscription?
Because cannot register a deed if not a public instrument
Elements of Double Sales
1. Valid/Voidable Sales
2. Same Seller
3. Conflicting Interest
4. Same Subject Matter
Conditional contract of Sale? VALID
Conditional contract
Not to proceed with the sale or not
Hinge on performance or demandability of
OBLIGATION

Contract to sell

Cheng v. Genato
They apply to contract to sell
1st contract to sell
2nd conditional contract of sale
contract to sell mey involve 1544 if it becomes a contract of sale but conditional does not
happen
Registration
1. PD1529 (section 51) reliance on title and its accompanying principle
2. Rules of Court immaterial when registered land is really registered land
Owdylyn Lee
Block 2D 2019

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Chapter 06 Performance or Consummation of Sale

Sales 2016 Class Notes

Atty. Aris Gulapa

3. 1544 Tests but noting that section 51 is the primordial

Outside 1529
1. 1st buyer always wins unless
2. 2nd buyer registers first WITHOUT prior registration
Examples and Cases
st

Registered Land

1 Buyer: Adverse Claim

2nd Buyer: Notice of Lis Pendens
Who Wins? 1st Buyer
Ratio: because theres already an adverse claim thus the second buyer is no longer in good faith
dealing with the land
1st Buyer: Signed private deed and took possession
2nd Buyer: Signed public instrument
Who Wins? 1st Buyer
Ratio: Theres no registration in Good Faith by the 2nd Buyer because there was possession by
the first buyer
1st Buyer: Pubic Instrument then registered after knowing there is a 2nd buyer
2nd Buyer: Public Instrument
Who Wins? 1st Buyer
Ratio: 1st Buyer will never in Bad Faith
1st Buyer: Got it from an auction
2nd Buyer: Public Instrument & Registration
Who Wins? 2nd Buyer
Ratio: Because he registered it first
Unregistered Land
1st Buyer: Public Instrument and registered it under 113
2nd Buyer: Public Instrument and obtained a certificate of title
Who Wins? 2nd Buyer
Ratio: Carumba Case Registration under PD1529 serves as a constructive notice
1st Buyer: Registered the Deed
2nd Buyer Auction Sale
Who Wins? 1st Buyer
Ratio: 2nd buyer only gets to step in the shoes of the seller, so 1st buyer wins
1st Buyer: Auction
2nd Buyer: Deed Registered
Who Wins? 1st Buyer
Ratio: (Naval) 1st Buyer wins because registration under 113 is only subject to 3rd parties with
better right
Owdylyn Lee
Block 2D 2019

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Chapter 06 Performance or Consummation of Sale

Sales 2016 Class Notes

Atty. Aris Gulapa

1st Buyer: Auction (it was mortgage and the bank forclosed)
2nd Buyer: while the auction was happening, seller got an OCT and sold it to the 2nd buyer and
registered it
Who wins?
Ratio:
Naawan Bank Community v. CA
Does it matter that OCT in 1984 and auction under 3344
o Can fault 344 for not checking the land
1st Buyer: Registered under 3344
2nd Buyer: Seller sold Torrens Title to 2nd Buyer
Who wins? 2nd Buyer
Ratio: (Abrigo v. De Vera) because of the indefeasibility of the Torrens Title, they used the
Naawan Doctrine without the Timing element
1st Buyer: Public Instrument and registered under 113
2nd Buyer: Public Instrument and took possession
Unregistered Land
1. PD 1529 amended 3344
Section 113
o One who acquires ownership first is the 3rd party with the better right
o Prior rights unless 3rd party with better right
2. Rules of Court
Sec 33, Rule 39
o One who acquired the land merely steps in the shoes of judgment debtor at the
time of levy
3. 1544
1544 doesnt confine to registered land CLV said
1544 doesnt apply to unregistered land SP
o 2 private deeds selling the land
o According to case law, prius tempore
When its without registration and execution
Whats going to be asked in the finals: Double Sales 20 points in the exam

Owdylyn Lee
Block 2D 2019

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