BAVIERA OUTLINE REVIEW LANZARROTE

SALES - BAVIERA
Outline Review Guide

I. INTRODUCTION
A. In General
1. Prior Codes Governing Sales
2. Distribution Between Rules Governing Commercial and Civil Cases
3. Changes Introduced by the New Civil Code

B. Definitions
1 Sale
4. Options
5. Right of First Refusal
6. Earnest Money
7. Contract to Sell or Executory Contract of Sale
8. Goods
9. Document of Title to Goods
10. Insolvent
11. Conventional Redemption
12. Legal Redemption

C. Sales and Other Transactions Distinguished

1 Distinguished from Contract for a Piece of Work
13. Distinguished from lease of Things
14. Distinguished from Agency to Buy or Sell
15. Distinguished from Barter or Exchange
16. Distinguished from Dacion en Pago
17. Distinguished from Chattel Mortgage

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II. Formation of the Contract

A. Capacity of the Parties
1 Absolute incapacity
18. Relative Incapacity
19. Spouses
20. Executors, Guardians, Etc.
21. Agent
22. Public Officers, Judges etc
23. Lawyers
24. Indigenous Cultural Communities/ Indigenous Peoples

B. Offer and Acceptance

1 In General
25. Form of Offer
26. Forms of Acceptance
27. Vices Vitiating Consent

C. Formalities of the Contract

1 In General
28. Statute of Frauds
29. Sale of Realty by an Agent
30. Secondary Evidence
31. Electronic Commerce Act

D. Legality of the Sale

1 In General
32. Sale of Lands to Aliens
33. Sale to American Nationals under the Parity Agreement
34. Constitution of 1973
35. Sale of Lands Acquired by Homesteads or Free Patent

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III. Subject -Matter of Sale

A. Must be Licit
1 In General
36. Future Inheritance

B. Must Be Determinate
1 Meaning of Determinate
37. Under the Old Civil Code

C. Particular Kinds
1 Future Goods
38. Sale of undivided Interest or Share
39. Sale of Things in Litigation
40. Things Subject to Resolutory Condition

D. Obligation of the Vendor to Transfer Ownership

1 Sale by a Person Not the Owner
41. Exception: Estoppel
42. Execption: Facts Act, Recording Laws
43. Exception: Validity of the Sale Under Statutory Power of Court
Order to Sell
44. Exception: Purchase at Merchants Store, Market, or Fair
45. Sale by One Having a Voidable Time

IV. Price
A. General
1 Necessity of a Price
46. Inadequacy of Price
47. Definiteness and Certainty

B. Medium of Payment
1 In money or its Equivalent
48. Earnest Money

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49. Under Prior Laws

V. Perfection of the Contract
A. Effect of Perfection
1 Reciprocally Demandable

B. Sale by Auction
1 How Perfected

C. Bilateral Promise to Buy and Sell

1 Reciprocally Demandable

D. Options
1 Validity

E. Assignment of Creditors or Incorporated Rights

1 How Perfected

VI. Transfer of Ownership

A. In General
1 How Effected

B. Exceptions
1 Sale or Return
50. Sale on Approval
51. Executory Sales

C. Kinds of Delivery
1 Real Delivery
52. Delivery by Public Instrument
53. Not Equivalent to Delivery
54. Tradition longa manu
55. Tradition brevi manu
56. Tradition Constitutum Possessorium

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57. Delivery to a Common Carrier

58. Terms f.o.b., c.i.f., f.a.s
59. Effect of Form of Bill of Lading

D. Two or More Sales

1 History of the Provision
60. Rule Governing Sale of Immovables
61. Rule Governing Sale of Immovables - General Rule
62. Must be in Good Faith
63. Sales by Virtue of Execution and Attachment
64. Unregistered Lands
65. First in Possession in Good Faith
66. Oldest Title

VII. Risk of Loss or Deterioration

A. Occuring at Time of Perfection of Contract
1 Rule

B. Occurring After Perfection But Before Delivery

1 Rule Under the Old Civil Code
67. Rule Under the New Civil Code

C. When Ownership is Transferred

1 General Rule
68. Exceptions: Stipulation to the Contrary
69. Security Title
70. Delay

VIII. Documents of Title

A. In General
1 Definition and Kinds
B. Negotiable Document of Title
1 How Negotiated

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71. Who may negotiate it

72. rights acquired by negotiation
73. Implied warranties
74. creditors rights against the goods

C. Non Negotiable Documents of Title

1 How Transferred
75. Rights acquired by Transfer of Documents of Title

IX. Remedies of an Unpaid Seller

A. In General
1 Meaning of Unpaid Seller
76. Remedies of an Unpaid Seller

B. By Lien
1 Nature
77. Loss of Lien
78. Revival of Lien

C. Stoppage in Transitu
1 In General
79. When Goods are in Transit
80. Sale of the Goods in Transit

D. Resale
1 When Allowable
81. Damages Recoverable

E. Rescission
1 When Allowable
82. Meaning f Rescission

X. Performance of Contract

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A. Delivery of Thing Sold

1 In General
82.1. Place, Time and Manner of Delivery
82.2. What Constitutes a Reasonable Time
82.3. When Time is of the Essence When the Vendor is to
Bound to Deliver

2. Sale of Goods
1 Delivery of Wrong Quantity
83. Delivery By Installments

3. Sale of Immovables
1 Where Price is at Certain Rate Per Unit of Measure
84. Sales for a Lump Sum

4. Inspection and Acceptance

1 Right of Inspection
85. Manifestation of Acceptance
86. Breach of Warranty
87. Refusal to Accept

B. Payment of Price
A. In general
1 Liability for Interests
88. Suspension of Payment

B. Sale of Real Property

1 Effect of Non Payment
89. Effect of Republic Act 6652

XI. Warranties
A. Express Warranties
1 Distinguished from Condition

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90. Distinguished from Opinion Dealers task

91. Distinguished from False Representation
B. Implied Warranties
1 Implied Warranty of Title
91.1. Eviction by Judgment
91.2. Waiver
91.3. Effects of Eviction

C. Implied Warranty against Hidden Encumbrances or Defects

1 Hidden Encumbrances or Defects

A. Warranties in Sales of Animals

1 Redhibitory defects

B. Sale by Sample or Description

1 Merchantable Quality

C. Implied Warranty of Quality

1 Fitness for a Particular Purpose

D. Additional Warranties in Sale of Consumer Products

XII. Breach of Contract

A. Sale of Goods
1 Remedies of the Seller
91.4. Action for the Price
91.5. Action for Damages
91.6. Rescission
2. Remedies of the Buyer
2.1. Specific Performance
2.2. Breach of Warranty
2.3. Rescission

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B. Sale of Immovables and Things Other Than Goods

1 Rescission or Specific Performance

C. Sale of Movables on Installments

1 Remedies

D. Sale of Immovables on Installment

(Refer to Sale on real property portion)

E. Barter
1 Remedies

F. Assignment of Credit and Other Incorporeal Rights

1 Assignment of Credit
92. Sale of an Inheritance and Hereditary Rights

XIII. Extinguishment of Sale

A. In general
1 Causes

B. conventional Redemption
1 Distinguished from Equitable Mortgage - Under the Old Civil Code
93. Under The New Civil Code
94. Remedies Under the New Civil Code
95. Distinguished from Option to Buy
96. Period to Redeem
97. Exercise of the Right to Redeem
98. BY Whom Exercised
99. From Whom to Redeem
100. Effect of Redemption
101. Effect of Non Redemption

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C. Legal Redemption
1 Under the New Civil Code
101.1. Definition
101.2. Co Owners
101.3. Adjoining Landowners of Rural Land
101.4. Adjoining Landowners of Urban Land
101.5. Assignment of a Chose in Action
101.6. period to Redeem
101.7. How Exercised

2. Under the Public Land Act

1. Who Can Exercise the Right of Redemption
2. What Transactions Are Covered
3. From Whom it Can Be Redeemed

3. Under Special Laws

A. Foreclosure and Execution Sales
1 Period to Redeem
102. Amount of Redemption

B. Under the Agrarian Land Reform Code

1 Lessees Right of Pre-emption
103. Lessees Right of Redemption

XIV. Bulk Sales Law

A. Introduction
1 History of Bulk Sales Statutes in the US
104. Constotitionality of the Law in the US

B. Variances in Bulk Sales laws

1 As to the Kind of Transactions Covered

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105. As to the nature of objects covered

106. AS to the kind of business covered

C. Philippine Bulk Sales Law

1 Compared to Other Bulk Sales Law
1.1. as to the objects and transactions covered

2. Scope of the Law

a. Nature of Business Covered
a. Types of Transactions covered
b. Form or mode of transfer
a. Sale, transfer, or assignment
b. Mortgage
C. Quantity and Quality of the Object
1 out of the ordinary course of trade
107. All or Substantially All

D. Types of Property
1 Stock of Goods, Wares, Merchandise
108. Stock of Provisions or Materials
109. Fixtures and Equipment

E. Exempt transactions
1 Written Waiver by Creditors
110. Sale by Officers Acting Under Judicial Process

F. Consideration for the Transfer or Mortgage

1 For Cash or Credit

G. Requirements of the Statute

A. List of creditors
1 Who are the creditors?

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111. Nature of the Credit

112. Sufficiency of the Affidavit
B. Application of Consideration to Pro Rata Payment of Creditors In the
List
1 Duty of Seller/Mortgagor
113. Omission of a Creditor from the List

C. Inventory and Notice to Creditors

1 Purpose of Inventory and Notice

D. Effect of Non-Compliance with the Statute

1. Fraudulent and Void
2. Penal Sanctions

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