What is Article 1458?
Art. 1458. By the contract of sale one of the contracting parties obligates himself to transfer the
ownership and to deliver a determinate thing, and the other to pay therefor a price certain in
money or its equivalent.
A contract of sale may be absolute or conditional.
What is a contract of sale?
A contract of sale is a contract is an agreement whereby a party, called the seller or vendor,
obligates himself to deliver and transfer the ownership of a determinate thing to another party,
called the buyer or vendee who in turn, obligates himself to the other to pay a sum of money or
its equivalent.
What are the stages of contract of sale?
1. Preparation, conception, or generation - period of negotiation and bargaining, ending of
the moment of agreement of the parties
2. Perfection or birth of the contract
3. Consumption or death - the fulfillment or performance of the terms agreed upon in the
Contract (*ownership is transferred not by contract but by tradition or delivery)
What are the characteristics of a contract of sale?
a. Bilateral - both parties are obliged to fulfill reciprocal obligations to one another; seller
will deliver while buyer will pay
b. Consensual - it is perfected by mere consent; manifested by meeting of the minds as to
the offer and acceptance thereof on the subject matter, price and terms of payment
c. Commutative - the thing sold is considered the equivalent of the price paid and vice
versa (aleatory contract wherein the consideration is not equivalent to what has been
received e.g. lottery ticket)
d. Onerous - the thing sold is conveyed in consideration of the purchase price and the
purchase price is paid in consideration of the conveyance of the thing delivered
e. Nominative - its existence does not depend upon the existence and validity of another
contract
f. Principal - has a specific name given by law [sale]
Distinguish between absolute sale and conditional sale.
Absolute sale and Conditional sale cannot co-exist as these are of different nature and provide
for separate and distinct obligations.
Absolute sale is when no condition is imposed and ownership passes to the cendee upon
delivery of the thing subject of the sale; while Conditional sale is when it is made subject to a
certain contingency or condition. Ownership is not to vest in the buyer until the happening of the
condition.
What are the essential elements of a COS?
Essential elements are necessary for the validity of the sale. If they are absent, no valid sale
can be generated.
The essential elements of sale are the meeting of the minds of the seller and buyer, that is, the
seller will deliver and the buyer will pay the purchase price therefor; The Object, which is certain
and determinate; and Price Certain which is the cause or consideration, it can be in money or its
equivalent.
There can be no contract of sale unless the following elements concur; (a) consent or meeting
of the minds, (b) determinate subject matter, and (c) price certain in money or its equivalent.
Absent any of the above elements, the intended sale is void.
What are the natural elements of a COS?
Natural elements are those inherent in the contract and are deemed to exist in the contract of
sale in the absence of clear contrary agreement.
(Warranty against eviction [Art. 1548] & Warranty against hidden defects [Art. 1561])
What are the accidental elements of a COS?
Accidental elements are those which are not essential or natural. They may or may not exist
depending on the stipulations of the parties like conditions, payment of interest, place and time
of payment and the like.
Distinguish between contract to sell and a contract of sale.
1. In contact of sale, the title over the property passes to the buyer upon delivery unless
there is a contrary agreement; while In contract to sell, ownership is retained by seller
whether or not there is delivery. Ownership passes to buyer only upon full payment of
price.
2. In contract to sale, non-payment of the purchase price is a negative resolutory condition,
meaning, the sale becomes ineffective upon the happening of such condition. Seller may
rescind the contractor exact fulfillment; while In contract to sell, the payment in full is a
positive suspensive condition, meaning, if the price is not paid, the obligation to deliver
and to transfer ownership on the part of the seller does not become effective.
Non-payment prevents the existence of the contract.
3. In contract to sale, after delivery of the object, the seller loses ownership over it. Unless
the contract is set aside, he cannot recover the object; while In contract to sell, whether
there is delivery or not, the seller retains the ownership of the object. If the seller, due to
the non-payment of the price is ousting the buyer from the property, he(seller) is not
rescinding the contract of sale but is precisely enforcing it.
Is a sale valid even if made against the will of the property’s owner?
Yes. In the following situations, there can be a valid sale against the will of the owner:
1. When the property is subjected to expropriation.
2. In case of ordinary execution sale conducted under Sec. 15, Rule 39, 1997 Revised
Rules of Civil Procedure.
3. In case of judicial foreclosure sale under Act 3135 as amended.
The above cases of sale are involuntary insofar as the owner is concerned. They constitute as
exceptions to the rule that before sale can exist, there must be free consent given by the owner,
otherwise, there is no meeting of minds.
What is article 1459?
Art. 1459. The thing must be licit and the vendor must have a right to transfer the ownership
thereof at the time it is delivered.
What is the object for a contract in general?
The object for a contract in general are all things not outside the commerce of man, including
future things. They can also be rights which are not intransmissible.
What is the object of a contract of sale?
The object of a contract is its subject matter. The object of a contract of sale may either be
THINGS or RIGHTS; they must be licit or lawful, which means, they must be within the
commerce of man.
Illicit or unlawful things or rights cannot be valid objects of contracts of sale (Contracts are void)
When is an object considered illicit?
An object is considered illicit per se when by its nature it is heinous, immoral and wrongful. (Ex.
a house of prostitution which incidentally is also a nuisance per se)
It is illicit per accidens when it is illegal only because there is a law prohibiting it. (Ex. the sale of
parcel of land to a disqualified alien is void because it is prohibited by the Constitution. The sale
of homestead before the lapse of 5yrs is also void for being an illicit object per accidents)
What is the effect if the object of the sale is illicit?
If the object of the contract of sale is illicit, the contract is void. Being void, it is not susceptible of
ratification. (In Pari Delicto - The rights of the parties embroiled in a void contract due to the
illegality of the object shall be determined by Article 1411 and 1412.
What is article 1460?
Art. 1460. A thing is determinate when it is particularly designated or physical segregated from
all other of the same class.
The requisite that a thing be determinate is satisfied if at the time the contract is entered into,
the thing is capable of being made determinate without the necessity of a new or further
agreement between the parties.
What is article 1462?
Art. 1462. The goods which form the subject of a contract of sale may be either existing goods,
owned or possessed by the seller, or goods to be manufactured, raised, or acquired by the
seller after the perfection of the contract of sale, in this Title called "future goods."
There may be a contract of sale of goods, whose acquisition by the seller depends upon a
contingency which may or may not happen.
Define goods.
The term “goods” includes all chattels personal but not things in action or money of legal tender
in the Philippines. The term includes growing fruits or crops. Real property is not included in the
term “goods”.
What are the kinds of goods?
In the law on sale, goods are classified into: (a) existing goods owned or possessed by the
seller, and (b) future goods.
Existing goods are those that are actually existing at the time of the perfection of the contract;
while Future goods are those which do not exist yet but have potential existence.
What is article 1463?
Art. 1463. The sole owner of the thing may sell an undivided interest therein.
What is the effect of a sale under article 1463 as far as the ownership of the thing is
considered?
What is Article 1464?
Art. 1464. In the case of fungible goods, there may be a sale of an undivided share of a specific
mass, though the seller purports to sell and the buyer to buy a definite number, weight or
measure of the goods in the mass, and though the number, weight or measure of the goods in
the mass is undetermined. By such a sale the buyer becomes owner in common of such a
share of the mass as the number, weight or measure bought bears to the number, weight or
measure of the mass. If the mass contains less than the number, weight or measure bought, the
buyer becomes the owner of the whole mass and the seller is bound to make good the
deficiency from goods of the same kind and quality, unless a contrary intent appears.
What are fungible goods?
Fungible goods are those which cannot be used without being consumed. Any unit of which is
treated as the equivalent of any other unit like grain, flour, wine and gasoline.
