Article 1466.
In construing a contract The thing transferred is one notin existence and w/c
containing provisionscharacteristic of
both the contract of sale and of the
contract of agencyto sell, the essential
clauses of the whole instrument shall
beconsidered.Sale vs. AgencySALE
AGENCY
The buyer pays for the price of the
goods/property purchasedThe agent does not
pay for theprice. He merely accounts for
theproceeds of the sale.The buyer becomes the
owner of the goods/property purchasedThe
agent does not become theowner of the
goods/propertydelivered to him for sale.Buyer
cannot return thegoods/property when the
sale isdefectiveThe agent returns
thegoods/property if he was not ableto sell
the sameThe seller warrants thegoods/property
soldThe agent does not make anywarranty as
long as he acts withinhis authority and in the
name of the principalThe seller has full
freedom toenter into any terms
or conditionson the contract of saleThe
agent must follow theinstructions of the
principal
Article 1467. A contract for the delivery
at a certain price of an articlewhich the
vendor in the ordinary course of his
business manufacturesor procures for the
general market, whether the same is on
hand at thetime or not, is a contract of
sale, but if the goods are to
bemanufactured specially for the
customer and upon his special order,and
not for the general market, it is a contract
for a piece of work.Contract for a Piece of
Work
morethan amount of money
The article sold is specially
manufacturedand upon the special order of
the customer. Article is not sold in
theordinary course of business.
Contract for a piece of work Contract of
Sale
neverwould have existed but for theorder of
the party desiring toacquire itThe thing
transferred is one whichwould have existed
and would havebeen the subject of sale to
someother person, even if the order hadnot
been givenThe services dominate thecontract even
though there is asale of goods involvedThe
primary objective of thecontract is a sale of
themanufactured item; it is a sale of goods
even though the item ismanufactured by labor
furnished bythe seller and upon previous
orderof the
customerNot w/in the Statute of Frauds Gov
ernable by the Statute of Frauds
Article 1468. If the consideration of the
contract consists partly inmoney, and
partly in another thing, the transaction
shall becharacterized by the manifest
intention of the parties. If such
intentiondoes 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.Sale
Barter
Consideration: giving of money
aspaymentConsideration: giving of
a thingGoverned by law on sales: species of the
genus salesIf consideration consists party in
money and partly by thing
look atmanifest intention;If intention is not
clear: value of thing is equalor less than amount
of money
saleIf intention is not clear: value of thing is
barter
Rules if Consideration is partly Money
and Partly Goods
1. Determine the intention of the parties.2. If
intention could not be determined, consider the value
of the thinggiven:a. If value of the thing more
than value of the money, it is BARTERb. If
value of the thing less than value of the
money, it is SALEc. If both values are
the same, SALE
Article 1470. Gross inadequacy of price
does not affect a contract of sale, except
as it may indicate a defect in the consent,
or that theparties really intended a
donation or some other act or
contract.Article 1471. If the price is
simulated, the sale is void, but the act
maybe shown to have been in reality a
donation, or some other act
orcontract.EFFECT OF GROSS
INADEQUACY OF PRICENOTE:
Mere inadequacy of the price does not affect
the validity of thesale
, contract is valid,but the underlying deed is
except(1) When there is fraud, mistake, or
undue influence indicative of adefect in
consent is present,(2)When it shows that the
parties really intended a donation or
someother act or contract.
EFFECT WHERE PRICE IS
SIMULATED1.
The act may be shown to have been in
reality a donation, or someother act or
contract
2.
If not and neither party had any intention
whatsoever that theamount will be
paid (absolutely simulated): the sale is void
3.
If there is a real price but what is stated in
the contract is not the oneintended to be paid
(only relatively simulated): the contract of
sale isvalid but subject to reformation
Effect of Gross Inadequacy of Price.
No effect.
Exceptions:
(meaning, sale is set aside)1. If consent is
vitiated, such as VIMFU (Violence,
Intimidation, Mistake,Fraud, Undue
influence)2. If the parties intended
a donation or some other act or contract3. If
the price is so low as to be shocking to the conscience
Effect of Simulated Price.
Sale is void, unless it could be shown that
theparties intended a donation or some other
act of liberality.
o
Price Simulated-
No price to support a contract of sale, such
thatneither party had any intention that the
amount will be paid
void
o
Price is False-
there is a real price not declared
subject to reformation to indicate the
realprice upon which the minds of the
parties have met.
Article 1475. The contract of sale is
perfected at the moment there isa meeting
of minds upon the thing which is the
object of the contractand upon the
price. From that moment, the parties may
reciprocally demandperformance, subject
to the provisions of the law governing
theform of contracts.PERFECTION OF
CONTRACT OF SALE.
Meeting of the minds upon thething and
price.
Effect:
Parties may reciprocally demand
performance
GENERAL RULE:
A contract of sale is perfected at the moment
there is ameeting of the minds upon the
thing which is the object of the contractand
upon the price; consensual contract
Exception
: When the sale is subject to a suspensive condition
REQUIREMENTS:1. When parties are
face to face
when there is absolute acceptance of an offer that
is certain
2. When thru correspondence or telegram
fixed according to weight,number, or
when the offer or receivesor had knowledge of
the acceptance
3. When the sale is subject to a suspensive
condition
Legal consequences from point of perfection
from themoment the condition is fulfilled
NOTES:
Qualified acceptance: mere counter-offer
which needs to beabsolutely accepted
to give rise to perfected contract of sale.
Businessads are mere invitations to make an
offer except when it appears to beotherwise.
Article 1477. The ownership of the thing
sold shall be transferred tothe vendee
upon the actual or constructive delivery
thereof.Article 1478. The parties may
stipulate that ownership in the thingshall
not pass to the purchaser until he has
fully paid the price.Article 1480. Any
injury to or benefit from the thing sold,
after thecontract has been perfected, from
the moment of the perfection of
thecontract to the time of delivery, shall
be governed by articles 1163 to1165, and
1262.This rule shall apply to the sale of
fungible things, made independentlyand
for a single price, or without
consideration of their weight,number, or
measure.
Should fungible things be sold for a price
measure, the risk shall not be imputed to
the vendee untilthey have been weighed,
counted, or measured and delivered,
unlessthe latter has incurred in delay.
are the same in both legalsystems: upon
perfection of an unconditional contract
of sale involvingspecific or determinate
subject matter, the risk of loss deterioration
andthe benefits of fruits and improvements,
were fro the account of thebuyer.
WHO BEARS RISK OF LOSS/
DETERIORATION/FRUITS:1.
BEFORE PERFECTION
a.
Res perit domino
b. Owner is seller so seller bears risk ofloss
2. AT PERFECTION
o
Res perit domino
o Contract is merely inefficacious because
loss of the subject matterdoes not affect the
validity of the saleo Seller cannot anymore
comply with obligation so
buyer cannotanymore be compelled
3. AFTER PERFECTION BUT BEFORE
DELIVERY
o Loss
confused stateo Paras: BUYERo Tolentino:
SELLERo Deterioration and fruits
Buyer bears loss;
4. AFTER DELIVERY
o
Res perit domino
o Delivery extinguishes ownership
visa-vis
the seller and creates a newone in favor of
the buyer
Article 1481. In the contract of sale of
goods by description or bysample, the
contract may be rescinded if the bulk of
the goodsdelivered do not correspond
with the description or the sample, and
if the contract be by sample as well as
description, it is not sufficient thatthe
bulk of goods correspond with the sample
if they do not alsocorrespond with the
description. The buyer shall have a
reasonable opportunity of comparing the
bulkwith the description or the
sample.Sale of Goods By Description-
where a seller sells a thing as being of
acertain kind verbally describing them and
the buyer simply relies on the
sellers descriptions of the things, not knowing
whether the sellers
representations are true or not.
Sale by Sample-
Where the seller warrants that the bulk of
goods beingsold correspond with the sample
or samples exhibited not only in kindbut
also in quality and character.
Sale by Description and Sample-
Where the seller has to satisfy
therequirements in sale by description and
sample. There are two-foldwarranty here:(a)
the goods purchased matched with the
description and(b) the goods also matched in
kind, quality and character with that of the
sample or samples exhibited to the buyer or
his representative
Article 1482. Whenever earnest money is
given in a contract of sale, itshall be
considered as part of the price and as
proof of the perfectionof the
contract.EARNEST MONEY vs.
OPTION
MONEYEarnest Money Option Money
It is part of the purchase price It is given as a
distinct considerationfor an option contract
which givesthe buyer a specific period
withinwhich to purchase the thingIt is given
only when there isalready a perfected saleIt is
given at a time when the salehad not yet been
perfected. Whathad been perfected only is
theoption contractWhen it is given, the
buyer isbound to pay the balance of
theagreed purchase priceEven if option
money is paid by thewould-be-buyer he is
not bound tobuy the thingIf the sale does not
materialize,the earnest money paid must
bereturned, unless a contraryagreement had
been stipulatedIf the buyer decides not to
buy thething, he cannot recover the
optionmoney he paid as consideration forthe
contract of option
Article 1483. Subject to the provisions of
the Statute of Frauds and of any other
applicable statute, a contract of sale may
be made in writing,or by word of mouth,
or partly in writing and partly by word of
mouth,or may be inferred from the
conduct of the parties.FORM OF
SALESI. Form not important in validity
of salea.
Sale being consensual, may be oral
or written, perfected by mereconsent as to
price and subject matter
b.
If particular form is required under the
statute of frauds:
i.
valid and binding between parties but not
binding to 3rd persons
c.
Reason: purposes of convenience only and
not for validity andenforceability; cause
of action is granted to sue and compel
otherparty to execute the document
II. When form is important for validity;
exception by specific provisionof law;a.
Power to sell a piece of land granted to
an agent
otherwise VOID
b.
Sale of large cattle; must also be registered
with Municipal treasurer
otherwise VOID
c.
Sale of land by non-Christian if
not approved by Governor
VOID
III. When form is important for
enforceability (STATUTE OF
FRAUDSArticle 1403 (2)
) void.Article 1485. The preceding article
a.
A sale agreement which by its terms is not
to be performed within ayear from the
making thereof;
b.
An agreement for the sale of goods, chattels
or things in action, at aprice not less than
P500.00; and
c.
A sale of real property or of an interest
therein.
IV. EXCEPTIONS TO COVERAGE OF
STATUTE IN SALES CONTRACTS:1.
When there is a note or memorandum in
writing and subscribed to byparty or his
agent (contains essential terms of the
contract)
2.
When there has been
partial performance/execution (seller
deliverswith intent to transfer title/receives
price)
3.
When there has been failure to object
to presentation of evidence(oral)
4.
When sales are effected through electronic
commerce
Article 1484. In a contract of sale of
personal property the price of which is
payable in installments, the vendor may
exercise any of thefollowing
remedies: (1)Exact fulfillment of the
obligation, should the vendee fail to
pay; (2) Cancel the sale, should the
vendee's failure to pay cover two ormore
installments; (3) Foreclose the chattel
mortgage on the thing sold, if one has
beenconstituted, should the vendee's
failure to pay cover two or
moreinstallments. In this case, he shall
have no further action
against thepurchaser to recover any
unpaid balance of the price. Any
agreementto the contrary shall be
shall be applied to contractspurporting to
be leases of personal property with option
to buy,when the lessor has deprived the
lessee of the possession orenjoyment of
the thing.Article 1486. In the case
referred to in the two precedingarticles, a
stipulation that the installments or rents
paid shall notbe returned to the vendee or
lessee shall be valid insofar as thesame
may not be unconscionable under the
circumstances.
Article 1487. The expenses for the
execution and registration of thesale shall
be borne by the vendor, unless there is a
stipulation to thecontrary.Article 1488.
The expropriation of property for public
use is governedby special laws.Article
1489. All persons who are authorized in
this Code toobligate themselves, may
enter into a contract of sale, saving
themodifications contained in the
following articles. Where necessaries are
those sold and delivered to a minor or
otherperson without capacity to act, he
must pay a reasonable pricetherefor.
Necessaries are those referred to in article
290.Two Kinds of Incapacity:
1. Absolute Incapacity- Party cannot bind
himself in any case.2. Relative Incapacity-
Certain Persons under certain
circumstancescannot buy certain property.**
Minors in contract for necessaries must pay
reasonable price.
Necessaries
those things which are needed for
sustenance, dwelling,clothing and medical
attendance, in keeping with the financial
capacityof the family of the incapacitated
person.
Article 1490. The husband and the wife
cannot sell property to eachother,
except: (1) When a separation of property
was agreed upon in the
marriagesettlements; or (2) When there
has been a judicial separation of property
under article191.Prohibition against
Husband and Wife. Exceptions.Rationale:
PID
a. To avoid
Prejudice
to 3
rd
Personsb. To prevent one spouse from unduly
influencing
the other.c. To avoid by indirection the
violation of the prohibition against
donations
. disqualified by law.Persons Relatively
Who may assail illegality?
a. Creditors prior to the saleb. Heirs of either
spouse.** Either spouse may not assail
illegality because they are partiesthereto.** A
spouse d
esignated as agent of the other spouse may sell the
latters
exclusive property.
Article 1491. The following persons
cannot acquire by purchase, evenat a
public or judicial auction, either in person
or through themediation of another: (1)
The guardian, the property of the person
or persons whomay be under his
guardianship; (2) Agents, the property
whose administration or sale may
havebeen intrusted to them, unless the
consent of the principal hasbeen given; (3)
Executors and administrators, the
property of the estateunder
administration; (4) Public officers and
employees, the property of the State or of
anysubdivision thereof, or of
any government-owned or
controlledcorporation, or institution, the
administration of which has
beenintrusted to them; this provision
shall apply to judges and
governmentexperts who, in any manner
whatsoever, take part in the sale; (5)
Justices, judges, prosecuting attorneys,
clerks of superior andinferior courts, and
other officers and employees
connectedwith the administration of
justice, the property and rights
inlitigation or levied upon an execution
before the court withinwhose jurisdiction
or territory they exercise their
respectivefunctions; this prohibition
includes the act of acquiring
byassignment and shall apply to lawyers,
with respect to theproperty and rights
which may be the object of any litigation
inwhich they may take part by virtue of
their profession; (6) Any others specially
Incapacitated to Buy. (PAGEJO)
1.
P
ublic Officers and employees
Property Of State.2.
A
gents
Property of Principal unless with consent.3.
G
uardian
Property of Ward.4.
E
xecutors and administrators
Estate5.
J
ustices, Judges, Prosecuting Attorneys, Clerks and
employees of court
Goods without sellers
Property/Rights under litigation.6.
O 1. Buyer may avoid the sale or2. May treat
thers disqualified by law. (
Ex. *aliens who are disqualified to purchase
private agricultural lands; *an unpaid
seller having a right of lien or having stopped the
goods in transitu, who is prohibited frombuying the
goods either directly or indirectly in the
resale of the same at a public or private sale
w/c he may make. Art. 1533, par.5)
Rationale:
Fiduciary relationship
Status of Sale:
Voidable (1-3); Void (4-6)
Article 1492. The prohibitions in the two
preceding articles areapplicable to sales
in legal redemption, compromises
andrenunciations.Article 1493. If at the
time the contract of sale is perfected, the
thingwhich is the object of the contract
has been entirely lost, the contractshall be
without any effect.But if the thing should
have been lost in part only, the vendee
maychoose between withdrawing from
the contract and demanding theremaining
part, paying its price in proportion to the
total sum agreedupon.Partial Loss Rules:
1. Vendee may withdraw from the contract2.
Demand the remaining part, paying its price
in proportion to thetotal sum agreed upon
Article 1494. Where the parties purport a
sale of specific goods, andthe goods
without the knowledge of the seller have
perished in partor have wholly or in a
material part so deteriorated in quality as
to besubstantially changed in character,
the buyer may at his option treatthe
sale: (1) As avoided; or (2) As valid in all
of the existing goods or in so much thereof
as havenot deteriorated, and as binding
the buyer to pay the agreed price forthe
goods in which the ownership will pass, if
the sale was divisible.
Loss/Substantial Deterioration of Specific
knowledge.
sale as valid w/ respect to the existing goods
Article 1495. The vendor is bound to
transfer the ownership of anddeliver, as
well as warrant the thing which is the
object of the sale.Obligations of Vendor.
(TDWP)
1.
T
ransfer Ownership (not waivable)2.
D
eliver (not waivable)3.
W
arrant Object (waivable and may be
modified)4.
P
reserve Thing from perfection to delivery
(Art. 1163)5.
P
ay for the execution and registration of the
sale unless there is acontrary
agreement**Execution sales do not require
the delivery of thing since a one yearperiod
of redemption is available to seller.
Article 1496. The ownership of the thing
sold is acquired by thevendee from the
moment it is delivered to him in any of
the waysspecified in articles 1497 to 1501,
or in any other manner signifyingan
agreement that the possession is
transferred from the vendor tothe
vendee.Article 1497. The thing sold shall
be understood as delivered,when it is
placed in the control and possession of the
vendee.Control and Possession necessary
in Delivery.Exception:
Art.
1478. Stipulation as to full payment of price.
Delivery-
a mode of acquiring ownership as
a consequence of a contractof sale by virtue
of which actually or constructively the
object is placedin the control and possession
of the vendee.
KINDS OF DELIVERY
1. Actual or Real. (1497)2. Legal or
Constructivea. Legal Formalities (1498);
execution of public instrument.b.
Symbolical Tradition (1498 par 2)- keys
delivered.c. Traditio Longa Manu- by mere
consent /agreement. If themovable sold
cannot yet be transferred to the possession
of thebuyer at the time of the sale. (1499)d.
Traditio Brevi Manu- if the buyer had
already the possession theobject even before the
purchase. (lessee becomes owner)e. Traditio
constitutum possessorium- possession as
ownerchanged. (Owner becomes lessee)3.
Quasi-Tradition- Delivery of Rights, credits
or incorporeal propertymade by:a. Execution
of public instrumentb. Placing titles of
ownership in the hands of a lawyer.c.
Allowing the buyer to make use of the rights
(1501)
Article 1498. When the sale is made
through a public instrument,the execution
thereof shall be equivalent to the delivery
of the thingwhich is the object of the
contract, if from the deed the
contrarydoes not appear or cannot clearly
be inferred.With regard to movable
property, its delivery may also be made
bythe delivery of the keys of the place or
depository where it is storedor kept.
Requirements:
1. Sellers Control.
2. Sellers Control transferred to buyer.
3. Intention to deliver for ownership.
Article 1499. The delivery of movable
property may likewise be madeby the
mere consent or agreement of the
contracting parties, if thething sold
cannot be transferred to the possession of
the vendee at thetime of the sale, or if the
latter already had it in his possession for
anyother reason.Article 1500. There may
also be tradition constitutum
possessorium. Different forms of
Constructive Delivery -
Constructive delivery hassame legal effect as
actual or physical delivery
1. Traditio Longa Manu
Delivery of thing by mere agreement;
whenSELLER points to the property without
need of actually delivering
2. Traditio Brevi Manu
Before contract of sale, the would be
buyerwas already in possession of the would
be subject matter of sale (ex: aslessee)
3. Symbolic delivery
As to movables
ex: delivery of the keys to a car
4. Constitutum possessarium
When at the time of the perfection of the
contract of sale, seller had possession of the
subject matter in theconcept of owner and
pursuant to the contract, seller continues to
holdphysical possession no longer in the
concept of an owner but as a lesseeor any
other form of possession other than in the
concept of owner.
Article 1501. With respect to incorporeal
property, the provisions of the first
paragraph of article 1498 shall govern. In
any other casewherein said provisions are
not applicable, the placing of the titles
of ownership in the possession of
the vendee or the use by the vendee of his Delivery to an expert buyer is not a sale
rights, with the vendor's consent, shall be onapproval/trial.
understood as a delivery.Article 1502.
When goods are delivered to the buyer
"on sale orreturn" to give the buyer an Sale or Return vs. Sale on Approval
option to return the goods instead 1Basis 2Sale or Return 3Sale on Approval
of paying the price, the ownership passes 1Condition 2Subject to Resolutorycondition
to the buyer on delivery, buthe may revest 3Subject to
the ownership in the seller by returning suspensivecondition1Premise It depends upon
or tenderingthe goods within the time thewill of the buyerIt depends upon
fixed in the contract, or, if no thesuitability, quality orcharacter of
time hasbeen fixed, within a reasonable thegoodsTransfer of ownership Ownershipim
time.When goods are delivered to the mediately passesto the buyer onOwnership
buyer on approval or on trial oron does notimmediately pass tothe buyer. It
satisfaction, or other similar terms, the passes
ownership thereinpasses to the buyer:(1)
When he signifies his approval or
acceptance to the seller or doesany other
act adopting the transaction;(2) If he does delivery only upon approval orsatisfaction
not signify his approval or acceptance to of thebuyer dulymanifested after
the seller, butretains the goods without trialRevesting of ownership in
giving notice of rejection, then if a time theownerOwnership isrevested in the sellerif
hasbeen fixed for the return of the goods, the buyer sodecidesThere is no revestingof
on the expiration of such time,and, if no ownership becauseit is retained by theseller
time has been fixed, on the expiration of until the salebecomes absoluteRisk of loss
a reasonable time.What is a reasonable ordeteriorationThe risk rests on thebuyer
time is a question of fact.Transaction on before therevestment of ownershipThe risk
Sale or Return. remains inthe seller while thegoods are on
Subject to Resolutory Condition.Difference with trial
Delivery with option to purchase
-
Ownership istransferred in Sale or Return
Transaction on Approval or
Trial/Satisfaction.
Subject to SuspensiveCondition.Rules:1. Risk
of loss to seller until the sale becomes
absolute. (Exceptions:Buyer in default;
Buyer agreed to bear the loss)2. Buyer must
give goods a trial except when it is evident
that it cannotperform the work intended.3.
Period of signifying acceptance commences to run
only when all theparts essential for operation
has been delivered.4. A provision that a 3
rd
person must satisfy approval is valid but he
mustbe in Good faith.5. Generally the Sale and
 Who cannot give consent?

REVIEW OF CONTRACT LAW: -Minors, Deaf-mutes who

cannot read or write, insane
What is a contract?
or demented, persons
-A contract is a meeting of minds between suffering from penalty of Civil
two persons whereby one binds himself, in Interdiction, those adjudged
favor of another, to give something or to by court as incompetent,
render some service. spouses with regard to the
property owned by the other
spouse (unless there is a
What is the relation of contract to marriage settlement), those
obligation? exercising fiduciary
relationships to a person and
-A contract is simply a source of an
his property [lawyers to their
obligation. There are four other sources of
clients, judges as to objects
obligation; namely: Law, Quasi-Contract,
being litigated in front of
Crime, Quasi-Delict..
them, government officials as
to property whom they

What are the elements of a contract? exercise authority], any

transaction between a
-Consent: manifested by the meeting of the
married person and his/her
offer and acceptance upon the thing and the
paramour.
cause which are to constitute the contract.
The offer must be certain and absolute. A
qualified acceptance constitute a counter
-Cause: Understood to be, for each
ffer.
contracting party, the prestation or promise

Who can give consent? of a thing or service or benefit which

remunerated.
-anyone

-Object: What cannot be objects of a
contract?
a.) Those outside the commerce of
persons
b.) Rights which are intransmissible
c.) Future inheritance
d.) Objects or services which are
contrary to law, morals, good customs,
public order, etc.
e.) Impossible things or services
f.) Those incapable of existing in the
future
REQUISITES OF A CONTRACT OF SALE
CONTRACT OF SALE
CONCEPT AND DEFINITION
-By the contract of sale, one of the
contracting parties obligates himself to
transfer the ownership of and to deliver a
determinate thing, and the other to pay a
price certain in money or its equivalent
CHARACTERISTICS OF CONTRACT OF SALE
1. Consensual- perfected by mere
consent without any further act
2. Bilateral-both contracting parties
are bound to fulfill obligations
reciprocally
3. Onerous- because the thing sold
is in consideration of price and
vice versa (youpay a price for this
item)
4. Commutative- because the thing
sold is considered to be
equivalent of price paid(object=
price)
5. Nominate- has a specific name
given to it by law
6. Principal- its existence doesnt
depend on the validity of another
contract
1. CONSENT OR MEETING OF THE
MINDS- This refers to the
consent of the seller to deliver
and transfer ownership and for
the buyer or vendee to pay. The
parties should also have legal
capacity to give consent and
obligate themselves. Where there
is merely an offer by one party,
without acceptance, there is no
 consent. The acceptance of the
payment = consent
2. OBJECT- This refers to the
determinate thingwhichis the
object of the contract. May be
real or personal property
3. CAUSE- This refers to price certain
in sum of money or its
equivalent(checks or promissory
notes)
Buyer- promise to deliver
Seller- promise to pay
1.Essential Elementsnecessary for
validty of the sale.
a. Meeting of the minds of the seller
and the buyer
b. Object which is certain and
determinate
c. Price certain
2. Natural Elementsthose which
inherent in the contract and are deemed to
exist in the contract of sale in the absence of
clear contrary agreement.
a. Warrant against eviction
b. Warranty against hidden defects
3. Accidental ElementsMay or may not
exist depending on the stipulations of the
parties like conditions, payment of interest,
place and time of payment.
KINDS OF CONTRACT OF SALE
1. ABOLUTE- where the sale is not
subject to any condition and
where the title of the ownership
passes to the buyer upon the
delivery of the thing sold
2. CONDITIONAL- where the
the contract is subject to certain
conditions, usually the full
payment of the price. The
ownership of the thing does no
pass unless conditionis fulfilled.
SALE DISTINGUISHED FROM OTHER
CONTRACTS
are SALE VS. CONTRACT TO SELL
-A Contract of Agency to Sell is a contract
whereby one binds himself to render service
or to do something in behalf of another,
with consent or authority.
CONTRACT OF SALE vs. CONTRACT FOR A

Contract of Sale Contract to Sell PIECE OF WORK

Title over the Ownership is
-A CONTRACT FOR A PIECE OF WORK is a
property passes to retained by the seller
the buyer upon whether or not there contract whereby the contractor binds

delivery unless there is delivery. himself to execute a piece of work inbehalf

is a contrary Ownership passes to of or for the employer, in consideration of
agreement. the buyer only upon a certain price or compensation
full payment of the
price. Agent receives CONTRACT OF SALE CONTRACT FOR
the goods as the PIECE OF WORK
goods of the -general market -upon special order
principal. -thing transferred is -not of existence
Buyer has to pay the Agent has to take one which would until the order of the
price into account the have existed party desiring to
proceeds of the sale acquire it
he may make on the -risk of loss borne by -risk of loss borne by
principals behalf seller (warranty) the buyer (damages)
Buyer cannot return Agent can return the
the thing sold thing or object in
SALE vs. BARTER
case of inability to
sell the thing to a
-Barter is a contract whereby one of the
third person
parties binds himself to give one thing in
Seller warrants the The agent makes no
consideration of anothers promise to give
thing sold warranty for which
he assumes personal another thing

liability as long as he
CONTRACT OF SALE BARTER
acts within his
authority and in the -if thing consists partly -if intention cannot be
name of the seller in money and party in ascertained, then it
another thing, the shall be considered
manifest intention of barter if the value of
the parties paramount the thing given as part

in determining of consideration
whether it is sale or exceeds the amount

barter of money or its

equivalent