Contract of Sale One of the contracting parties obligates
himself to transfer the ownership of and to deliver a
determinate
ATENEO CENTRAL BAR OPERATIONS 2007Civil LawSUMMER REVIEWER
CH. 1 CONTRACT OF SALE
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 therefore a price certain in money or
its equivalent. A contract of sale may be absolute or
conditional.
DonationSaleGratuitous or onerousOnerousFormal
contractConsensual contractGoverned by law on donationGoverned by
law on saleV.DISTINGUISHED FROM OTHER CONTRACTS
Contract of SaleContract to SellAbsoluteConditionalReal
obligation obligation to givePersonal obligation obligation to
doTitle passes to the buyer upon deliveryOwnership is reserved in
the seller and will pass to the buyer only upon full payment of the
priceNon-payment of the price is a negative resolutory
conditionFull payment is a positive suspensive condition, the
failure of which is not a breach but prevents the obligation of the
vendor to convey title to ariseremedies
available:specificperformancerescissiondamagesremedies
available:resolutiondamagesBarterSaleConsideration: giving of a
thingConsideration: giving of money as paymentGoverned by law on
sales: species of the genus salesIf consideration consists party in
money and partly by thing look at manifest intention;If intention
is not clear: value of thing is more than amount of money barterIf
intention is not clear: value of thing is equal or less than amount
ofmoney sale
I. Contract for piece ofSale workGoods are to be manufactured
specially for a customer and upon special order and not for the
general marketContract for delivery of an article which the vendor
in the ordinary course of business manufactures or procures for
general market (whether on hand or not)Essence is serviceEssence is
objectJurisprudence:Timing testunder art 1467: whether the
thingtransferred would have never existed but for the
orderHabituality testif manufacturer engages in activity withneed
to employ extraordinary skills and equipment (Celestino v
CIR)Nature of the object testeach products nature of execution
differs from the others; products areELEMENTS OF A CONTRACT OF
SALE1. Consent2. Determinate subject matter3. Price certain in
money or its equivalent
II. STAGES IN LIFE OF CONTRACT OF SALE1. Negotiation2.
Perfection3. Consummation
III. OBLIGATIONS CREATED - 2 sets of real obligations to
giveQuickTime and aTIFF (Uncompressed) decompressor are needed to
see this picture.IV. CHARACTERISTICS OF CONTRACT OFSALE:1.
Nominate2. Principal3. Consensual4. Bilateral5. Reciprocal6.
Onerous7. Commutative8. Title and not a mode
Adviser: Dean Cynthia del Castillo Head: Joy Ponsaran, Eleanor
Mateo; Understudy: Joy Tajan, John Paul Lim;Subject Head: Patricia
Marie Regina Roque; Pledgees: Melina Rose Gutierrez, Kristine
Margret Malang
not ordinary products of manufacturer (EEI v CIR)Civil Law
Summer ReviewerATENEO CENTRAL BAR OPERATIONS 2007
Agency to SellSaleAgent not obliged to pay for price, merely
obliged to deliver price received from buyer.Buyer pays for price
of objectPrincipal remains owner even if object delivered to
agentBuyer becomes owner of thing; in agencyAgent assumes no
risk/liability as long as within the authority givenSeller
warrantsMay be revoked unilaterally because fiduciary and even if
revoked w/o groundNot unilaterally revocableAgent not allowed to
profitSeller receives profitPersonal Contract; Rescission is not
availableReal ContractNOTE: GENERAL RULE - All persons who are
authorized in this Code to obligate themselves may enter into a
contract of sale
I. MINORS, INSANE AND DEMENTED PERSONS, AND DEAF-MUTES1.
Contracts are voidable, subject to annulment or ratification2. Also
includes: State of drunkenness Hypnotic spell Where necessaries are
those sold and delivered to a minor or other person without
capacity to act, he must pay a reasonable price therefore
II. SPOUSES - A spouse may, without the consent of the other
spouse, enter into sales transactions in the regular pursuit of
their profession, vocation, or trade
Art. 1490. The husband and the wife cannot sell property to each
other, except:When a separation of property was agreed upon in the
marriage settlements; orWhen there has been a judicial separation
or property under Article 191.
Dation in PaymentSalePre-existing creditNo pre-existing
creditObligations are extinguishedObligations are createdDebtors
consideration: extinguishment of the debtCreditors consideration:
acquisition of the object offered in lieu of the original
creditConsideration of seller: priceConsideration of buyer:
acquisition of the objectLess freedom in determining the
priceGreater freedom in determining the pricePayment is received by
the debtor before the contract is perfectedBuyer still has to pay
the priceNOTE: Prohibition likewise applies to common-law
spouses
LeaseSale
Use of thing is for a specified period only with an obligation
to returnObligation to absolutely transfer ownership of thing
Consideration is rentncConsideration is price
are neLessor need not beownereded to see this picture.Seller
needs to be ownerof thing to transfer ownership
TIFF (UQuickTime and a ompressed) decompressorNOTE: Lease with
option to buy: really a contract of sale but designated as lease in
name only; it is a sale by installments
CH. 2 - PARTIES TO A CONTRACT OF SALEIII. OTHERS - TRUST
RELATIONSHIPS1. Art. 1491 Two groups of parties prohibited from
acquiring by purchase certain properties:a.
Guardian/Agent/Executors and Administratorsi. Direct or indirectii.
May be ratified since only private wrong is involvedb. Public
Officers and employees/Officers of the Courti. Cannot be ratified
since public wrong is involvedii. Requisites for the prohibition to
apply to attorneys:1. existence of attorney client relationship;2.
property is the subject matter in litigation;
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