ASSIGNMENT IN SALES AND LEASE offer made by the other.

2A & 2C HOWEVER, there may

be a sale against the will
a. Articles 1458-1478 (Preferably Book of the owner such as the
of De Leon) case of
EXPROPRIATION (Art
A contract of sale is 1488) and the three
different kinds of sale
1. Consensual: perfected by mere under law 1. Ordinary
consent execution sale 2. Judicial
2. Bilateral: both contracting parties foreclosure sale 3. Extra
are bound to fulfill correlative judicial foreclosure sale
obligations
3. Onerous: the thing sold is 2. object or subject matter
conveyed in consideration of the
price and vice-versa - DETERMINATE things
4. Commutative: the thing sold is which are the object of the
considered the equivalent of the contract. (if not determinate,
price paid and vice versa (Except no meeting of the minds)
for aleatory)
5. Nominative: because it is given a 3. Cause or consideration
name
6. Principal: it does not depend for i. price certain of money
it’s existence and validity upon equivalent (Art 1458). It
another contract does not include goods or
merchandise although
I. ELEMENTS they have their own value
in money. However, the
A. ESSENTIAL/ REQUISITE words “its equivalent”
ELEMENTS have been interpreted to
mean that payment need
1. consent or meeting of the minds not be in money, so that
there can be a sale where
i. refers to consent on the the thing given as token
part of the seller to of payment has “been
transfer and deliver ad on assessed and evaluated
the part of the buyer to and its price equivalent in
pay terms of money has been
ii. legal capacity to give determined.”
consent and to obligate ii. Real, NOT fictitious,
themselves otherwise the sale is
iii. The essence of the voud.
contract is the conformity
of the parties on the terms Note: the absence of any of the
of the contract, the above essential elements
acceptance by one of the negates the existence of a
 perfected contract of sale. He vendor may exercise legal
who alleges sale must show its remedies.
existence by competent proof - The party challenging the
recital of a notarized deed of
B. NATURAL ELEMENTS sale that the vendor has
received the purchase price to
Those which are deemed to exist prove his claim with clear
in certain contracts, in the and convincing evidence.
absence of any contrary - A notarized document is an
stipulations, like warranty against evidence of high character
eviction or hidden defects - AN ACTION TO DECLARE
A CONTRACT VOID OR
C. ACCIDENTAL ELEMENTS INEXISTENT DOES NOT
PRESCRIBE
Those which may be present or
absent depending on the III. TRANSFER OF TITLE TO
stipulations of the parties PROPERTY FOR A PRICE
IS THE ESSENCE OF SALE
II. EFFECT OF ABSENCE OF
PRICE/ NON-PAYMENT - Not mere physical transfer
OF PRICE - It is only upon the existence
of the contract of sale that the
- No sale without price. A seller is obligated to transfer
contract of sale without price ownership to the buyer and
is void. Thus, if what is given the buyer to pay the purchase
is just estimates, then the price to the seller.
transaction is void for lack of - However, the delivery of the
price. thing bought or the payment
- Non-payment of the purchase of the price is NOT necessary
price is a resolutory condition for the perfection of the
for which the remedy is contract of sale as it is
either RECISSION or perfected by mere consent.
SPECIFIC PERFORMANCE - But where the seller can no
under Article 1191 of the longer deliver the object of
Civil Code the sale to the buyer because
- However, failure to pay the the latter has already acquired
price in full within a fixed title and deliver thereof from
period does not, by itself, the rightful owner, such
dissolve a contract of sale in contract may be deemed to be
the absence of an agreement inoperative and may thus fall
that payment on time is under Article 1409
essential, or make it null and “impossible service” since
void for lack of delivery is no linger possible
consideration, but makes it at
most default where the IV. KINDS OF CONTRACT OF
SALE
i. As to presence or absence of absolute where the contract is
conditions: devoid of any provisio that
title is reserved.
- Absolute: sale is not subject IMPORTANT: If the
to any condition whatsoever condition imposed on an
and title passes to buyer upon obligation of a party not upon
delivery of thing sold. A deed the perfection of the contract,
of sale is ABOSLUTE in the other party may either
nature although denominated refuse to proceed or waive
as DEED OF said condition. Thus, the
CONDITIONAL SALE in stipulation that the “payment
the absence of any provision of the full consideration of a
that such is reserved in the parcel of land shall be due
vendor until full payment. and payable in five years for
Ownership passes to vendee the execution of a formal
upon the actual or deed of sale” is not a
constructive delivery thereof. condition which affects the
PAYMENT OF PURCHASE efficacy of the contract of
PRICE IS NOT ESSENTIAL sale.
TO THE TRANSFER OF - Others: such as nature of the
OWNERSHIP AS LONG AS subject matter (real or
THE PROPERTY SOLD personal) and manner of
HAS BEEN DELIVERED. payment (cash or installation)
(art 1497). The vendor can as to validity (valid,
only then recover through rescissible, unforeseeable,
recision or if the contract is void)
resolved.
- Conditional: contemplates a V. CONTRACT OF SALE
contingency; contract is AND CONTRACT TO
subject to certain conditions. SELL WITH RESERVED
Delivery does NOT transfer TITLE DISTINGUISHED
title until the condition is
fulfilled. Example, sale with - Transfer of title: title passes
assumption of mortgage, the to the buyer upon delivery of
assumption of mortgage is a the thing sold, while in a
condition to the seller- contract to sell, ownership is
mortgagor’s consent to the reserved in the seller and is
sale, so without approval by not to pass until the full
the mortgagee, no sale is payment of the purchase
perfected and the seller price.
remains the owner and - Payment of price: non-
mortgagor of the subject payment is a negative
property with right to redeem resolutory condition and the
in case of foreclosure. remedy of the seller is to
However, a deed of exact fulfillment of to rescind
conditional sale is still the contract
 Not binding when:

1. Bad faith
2. Mistake
b. Cases:
He disregards the specific instruction of the
1. DIGNOS VS. CA, 158 SCRA 375 parties in determining the price

2. TAN VS. BENORILAO, G.R. No. WHAT ARE THE FOUR MODES OF
153820, October 16, 2009 MAKING A PRICE CERTAIN?

3. ARTATES VS. URBI, G.R. No. L-29421. Consent

January 30, 1971.
Object
4. HEIRS OF ENRIQUE ZAMBALES VS.
CA, 120 SCRA 897 Cause/ consideration

5. QUIROGA VS. PARSONS, 38 PHIL. According to Paras, only one subject matter,
501 and that is the car. They would differ into
consideration. Seller, the money, the buyer
6. CONCRETE AGGREGATES INC. VS. the car.
CTA, 185 SCRA 461
When you say conditional the sale is subject
7. PEOPLE’S HOMESITE & HOUSING to a condition. Is conditional sale same as
CORP. VS. CA, 133 SCRA 777 contract to sell? No. In conditional sale,
unpon fulfillment of suspensive condition,
8. TOYOTA SHAW, INC. VS CA, 244 the payment of the purchase price, the
SCRA 320 ownership is transferred automatically by
operation of law while contract to sell, the
9. Sampaguita Pictures vs. Jalwindor seller has not yet unequivocaly agreed to the
Manufacturers, Inc., 93 SCRA 420 sale yet, you need to execute a deed of sale.

* pecuniary and subject to estimation 1. Case of dignos: Contract to sell

because ownership was transferred
* 4 modes of making a price certain: when by constructive delivery. Through
parties agree on a fixed price. We are talking actual delivery, they already
about sale where price became certain. transferred ownership, since
Parties did not agree ownership has already been
transferred. The SC that there are
How do you make the price certain? two provisos in a contract; if they are
there, they are contract to sell 1.
1. Agree on a fixed price Reserve ownership of thing until
2. Did not agree but referred to another payment 2. Unilatery rescind the
thing contract if payment is not made. 3. If
3. Price cannot be ascertained there is (ask classmates for the third
one). WHAT IS EFFECT OF
 DELAY ON THE PAYMENT ON could be put into some piece of paper. There
PURCHASE PRICE? The failure of should be a memorandum or a piece of writing
the buyer to pay the full price does in a piece of paper. In that case, when he did
not effect the contract of sale. not perform his obligation, S cannot enforce the
contract because it is unenforceable. There is
an exception, that statute of fraud applies only
Difference between contract of sale v to executory contracts. Executory contracts are
contract of agency: Agent DOES not pay for contracts that are not executed yet. If a
the thing he is supposed to sell contract is partially executed, statue of frauds
will not apply.
Can contract to sell and agency of sell exist
in one transaction? Yes. Like when Toyota When we talked about perfection, you just
Japan sells to Toyota Alabang need consent on the thing, subject to the
statute of frauds. But when it comes to sale by
Contract for piece of work. CASE OF auction, how do you perfect a sale by auction?
CONCRETE AGREGATES. It is perfected when the hammer falls.

(test: it would never have existed without the Without reservation means “the reservation of
order of the client). the seller of his right to bid”

What is the effect of gross inadequacy of price: Requirements for seller to bid
It will not nullify the contract but it may signify
no consent. What is the exception? The 1. Reserve right to bid
exception if it is donation, it is shocking to the 2. Notice
conscience of men 3. That the seller must not be prohibited
by law or stipulation to conduct such
What is the effect if the price is simulated? bid
Void because there is no cause or consideration
If any one of the requisites are not present,
BARTER: if consideration partly in money and unlawful to bid, and this would be called
partly in thing, you check the manifest puffing.
intention, it becomes. What is the test if it is
barter or money? If the value of the thing is What is the reason why the law gives the seller
greater than the value of the money, then the right to bid?
barter. If less or equal, it is the same.
The auctioneer can be held criminally liable for
What does the last phrase of Art 1475 mean, hiring a puffer (seller did not know; seller in
“form of contracts”? Statute of frauds. This good faith). Can the sale be invalidated? Can
enumerates the transactions that need to be the seller interpose the defense of good faith?
reduced into writing. One of the transactions No. The sale could still be invalidated because
there, if you sell goods, chattels, worth 500 and this was a contact of agency to sell
above, otherwise it would be unenforceable.
Under the statute of frauds, it should have been
reduced into writing, although not formally, it