Bugayong, RazelGo, CrestaLaserna, DarlaMendoza, EdenMuros, ErikaOcampo, KolynneBUSLAW K40

Obligations of the Vendor

According to Article 1495-1496, the vendor is bound to transfer the ownership of and deliver, as

well as warrant the thing which is the object of sale.

A. Transfer of Ownership

The owner of the property can pass ownership to the thing sold. If one has no ownership,

he cannot pass ownership to another even though the latter is a purchaser for value and in

good faith. The seller can only pass such title as he has.

However, Art. 1505 provides:

“Subject to the provision of this title, where goods are sold by a person who is not the

owner thereof, and who does not sell them under authority or with the consent of the

owner, the buyer acquires no better title to the goods than the seller had, unless the owner

of the goods is by his conduct precluded from denying the seller’s authority to sell.”

The provision establishes the following exceptions to the rule which includes:

1) Estoppel: by the principle of estoppel, a person is precluded from denying that

another person has authority to sell because of his acts.

2) Sale by an apparent owner

a. Factor’s Act

Example: An agent may not be an owner but he was given the owner to

sell.

b. Recording Laws

c. Any other provision of law enabling the apparent owner of the goods to

dispose of them as if he was really the owner

3) Validity of any contract of sale under statutory power of sale under the order

of a court of competent jurisdiction

Example: Notary public in pledge, liquidators, guardians and receivers

4) Purchases from a merchant’s store/ markets/ fairs

5) Negotiable document of title with the following requisites:

a. The seller’s title is voidable;

b. The seller’s title has not been voided

c. The purchaser must be a purchaser for value; and

d. The purchaser is in good faith, and without notice of the seller’s defective

title

Example: The seller may have acquired the title of a house by violence. He

employed violence upon the owner to sell the title to him. If the document of

title is negotiable and properly negotiated, the buyer may acquire ownership

even if the seller has no right to sell.

B. Obligation to Deliver

The obligation of the seller to deliver is absolutely necessary to the performance of his

obligation to transfer ownership. The ownership of the thing sold is transferred to the

vendee upon the actual or constructive delivery thereof. The thing sold shall be

understood as delivered when it is placed in the control and possession of the vendee.

Four kinds of delivery or tradition:

1) Real Delivery (Real tradition): takes place by the delivery or transfer of a thing from

hand to hand (movable) or processory acts by the vendee (immovable).

2) Constructive Delivery: exists when delivery of movable and immovable things is not

actual or material but represented by other signs or acts indicative thereof.

a. Legal: as when the sale is made through a public instrument. The execution

thereof shall be equivalent to the delivery of the thing which is the object of the

contract, it from the deed the contrary does not appear or is not clearly inferred.

b. Symbolic Traditio: with respect to movable property, its delivery may also be

made by the delivery of the keys of the place or depository where it is stored or

kept.

Example: A sold his car to B. A handed over the keys to B to symbolize that he is

handing over the car.

c. Traditio Longa Manu (delivery with long hand): which is effected by the vendor

pointing out to the vendee the thing which is being transferred, and which at the

same time must be in sight.

Example: Farmer D is selling a flock of sheep may point out the sheep to buyer E

and make them available for him. The property is too heavy or big to be

physically handed over.

d. Traditio Brevi Manu (delivery with short hand): takes place when a person in

possession under a title that is nit of ownership, such when a lessee purchases the

thing leased and continues thereafter to hold it as owner and no longer as lessee.

Example: A is renting B’s house and lot. Later, A bought the house and lot. There

is no need for B to deliver it to A because the thing sold is already in the

possession of the owner at the time of the perfection of the sale. Therefore, the

house and lot will continue to be in possession of A after the sale, no longer as a

lessee but this time as the owner.

e. Tradicio Constitutum Possessorium (continues possession): it is the opposite of

tradition brevi manu. The seller remains in possession of the thing sold after the

sale but in concept other than the owner but under another capacity like that of a

lessee, pledge, depository, etc.

Example: Mr. X sells his apartment to Mr. Y. Thereafter, X and Y entered into a

new contract whereby X leases the same apartment from Y. As a result, X still

possess the apartment but not as owner.

3) Quasi-tradition:

- used to indicate the transfer of rights or incorporeal property

- defined as the exercise of the right by the grantee with the acquiescence of the vendor, or the

placing of the title of ownership in the possession of the vendee

- used to designate that a person is in the use of the property of another, which the latter suffers

and does not oppose

- the right of property is ceded in a thing to a person who is in possession of it

Example: If I loan a boat to Paul, and deliver it to him, and afterwards I sell him the boat, it is

not requisite that he should deliver the boat to me, to be again delivered to him there is a quasi-

tradition or delivery. 

4) Tradition by operation of law: this covers all other cases not already enumerated and in which

the delivery is affected solely by virtue of an express provision of law. Although most transfers

of ownership are accomplished by the foregoing modes of delivery, some transactions require

special attention because despite delivery, ownership does not pass to the vendee. These are the

following:

1. When goods are delivered to the buyer “on sale or return”:

- The buyer has an option to return the goods instead of paying the price.

- The ownership passes to the buyer on delivery, but the buyer has the right to revert the ownership in the seller by returning or offering to return the goods.

- The return or offer to return the goods must be made within the time fixed in the contract or within a reasonable time if no time has been specified.

2. When the goods are delivered to the buyer on approval or on trial, or on satisfaction:

- The ownership passes to the buyer when he signifies his approval or acceptance to the seller or does any other act of adopting the transaction.

- Ownership does not pass to the buyer unless and until the buyer signifies his acceptance by words or conduct.

If, however, he does not signify his approval or acceptance to the seller, but retains the goods without giving notice of rejection, ownership thereby passes to the buyer:

(a) After the expiration of the time fixed for the return of goods ; or

(b) If no time has been fixed, on the expiration of a reasonable time, though is a question of fact. (Art. 1502)

3. Where the parties have stipulated that ownership in the thing shall not pass to the purchaser until he has fully paid the price. (Art.1478)