I.

SALES, DEFINED So also may literary, artistic, and scientific

❖ Transfer of Ownership works. (10 Manresa 38). A usufruct may also
ARTICLE 1458. By the contract of sale one of the be sold. (10 Manresa 25).
contracting parties obligates himself to transfer the
ownership of and to deliver a determinate thing, ❖ Things having a potential existence (Art.
and the other to pay therefor a price certain in 1461)
money or its equivalent. ARTICLE 1461. Things having a potential existence
may be the object of the contract of sale.
A contract of sale may be absolute or conditional.
The efficacy of the sale of a mere hope or
Note: However, the vendor need not be the owner expectancy is deemed subject to the condition that
at the time the sale is perfected. It is sufficient that the thing will come into existence.
he is the owner at the time the thing sold is The sale of a vain hope or expectancy is void.
delivered. (See Art. 1459, Civil Code).
Things having a potential existence may be the
Obligations of Seller: object of the contract of sale.
- The second paragraph speaks of the sale of “a
1. to transfer the ownership mere hope or expectancy.” It is believed that
2. to deliver a determinate thing this cannot be what the Code Commission or
3. warrant a thing Congress meant in view of the word “subject to
the condition that the thing will come into
Obligations of Buyer: existence.” The hope or expectancy already
1. Pay a price certain in money or its equivalent exists; what does not yet exist is the expected
2. Accept the delivery of the determinate thing thing. Therefore, for the second paragraph to
3. To accept the thing have some sense, it should refer to a sale of
“an expected thing,”
Ownership:
- If the object did not came into fruition, then
- Is done in constructive or actual delivery of the the second paragraph applies.
determinate thing
❖ Things subject to a resolutory condition (Art.
❖ Lawfulness of the Object and Right to Transfer 1465)
Ownership (Licit Object) (Art. 1459) ARTICLE 1465. Things subject to a resolutory
ARTICLE 1459. The thing must be licit and the condition may be the object of the contract of sale.
vendor must have a right to transfer the ownership resolutory condition - an event on which the
thereof at the time it is delivered. obligation is terminated. Upon fulfillment of the
(a) The word licit means lawful, i.e., within the condition, the obligation comes to an end. It has no
commerce of man. retroactive effect, unless the parties otherwise
(b) Things may be illicit: agree
1) per se (of its nature) Example: Sale of - Sale of Things Subject to a Resolutory
human flesh for human pleasure. Condition
2) per accidens (made illegal by provision Examples:
of the law) Examples: Sale of land to an (a) A property subject to reserva troncal may
alien after the effective date of the be sold.
Constitution; sale of illegal lottery tickets. (b) A usufruct that may end when the naked
(c) If the object of the sale is illicit, the contract owner becomes a lawyer may be sold.
is null and void (Art. 1409), and cannot, (c) a property delivered/sold by virtue of right
therefore, be ratified. of redemption
(d) The right of redemption may be sold.
(Lichauco v. Olegario& Olegario, 43 Phil. 540).
II. NATURE AND FORM OF CONTRACT Should such person or persons be unable or
unwilling to fix it, the contract shall be
1. Essential Characteristics of the Contract of
inefficacious, unless the parties subsequently
Sale agree upon the price.
a) Consensual- (as distinguished from real), If the third person or persons acted in bad faith
because the contract is perfected by mere or by mistake, the courts may fix the price.
consent. Where such third person or persons are
b) Bilateral- because both parties are bound by prevented from fixing the price or terms by
obligations dependent upon each other. fault of the seller or the buyer, the party not in
c) Onerous - because to acquire the rights, fault may have such remedies against the party
valuable consideration must be given. in fault as are allowed the seller or the buyer,
d) Commutative - as a rule, because the values as the case may be.
exchanged are almost equivalent to each other. - The price must be certain; otherwise, there
e) Principal - (as distinguished from an accessory is no true consent between the parties
contract), because for the contract of sale to - There can be no sale without a price.
validly exist, there is no necessity for it to - If the money paid is counterfeit, would the
depend upon the existence of another valid sale be still valid? Yes, for we cannot say
contract. (Examples of accessory contracts are that the consideration or cause of the
those of pledge and mortgage.) contract is the illegal currency. The real
f) Nominate - (as distinguished from an consideration or cause is still the VALUE or
innominate contract) because the Code refers price agreed upon.
to it by a special designation or name, i.e., the
contract of sale. ARTICLE 1472. The price of securities, grain,
liquids, and other things shall also be
2. ELEMENTS OF THE CONTRACT OF SALE considered certain, when the price fixed is that
a) Consent or meeting of minds (Article 1475) which the thing sold would have on a definite
A contract of sale is perfected when there is a day, or in a particular exchange or market, or
meeting of the minds over the object of the when an amount is fixed above or below the
contract and upon the price price on such day, or in such exchange or
From that moment, the parties may market, provided said amount be certain.
reciprocally demand performance of the
obligation subject to the provisions of the law ❖ Rule in case of Gross inadequacy of
governing the form of contracts
price (Art. 1470)
b) Determinate subject matter (Art. 1460)
ARTICLE 1470. Gross inadequacy of price
ARTICLE 1460. A thing is determinate when it is
does not affect a contract of sale, except as
particularly designated or physically
it may indicate a defect in the consent, or
segregated from all others of the same class.
that the parties really intended a donation
The requisite that a thing be determinate is
or some other act or contract.
satisfied if at the time the contract is entered
Effect:
into, the thing is capable of being made
- In ordinary sale, the sale remains valid
determinate without the necessity of a new or
even if the price is very low. Of course,
further agreement between the parties.
if there was vitiated consent (such as
c) Price Certain in money or its equivalent (Art.
when fraud or undue influence is
1469; Art. 1472)
present) the contract may be annulled
ARTICLE 1469. In order that the price may be
but only due to such vitiated consent
considered certain, it shall be sufficient that it
i. In case a contract is really a
be so with reference to another thing certain,
(Donation) –
or that the determination thereof be left to the
- It is possible that a donation, not a
judgment of a special person or persons.
sale, was really intended. In such a
 case, the parties may prove that the upon the thing which is the object of the
low price is sufficiently explained by contract and upon the price.
the consideration of liberality. - Effect of perfected contract:
- Should be executed through public From that moment, the parties may
instrument reciprocally demand performance, subject to
the provisions of the law governing the form of
❖ Rule if the price is simulated (Art. 1471) contracts.
ARTICLE 1471. If the price is simulated, the - Important note: thing must be licit
sale is void, but the act may be shown to - Price: Article 1473 – the price cannot be fixed
have been in reality a donation, or some by one of the contracting parties
other act or contract. (Simulation) c) Consummation – extinguishment of the
i. The price must not be fictitious. obligation of the parties
- Therefore if the price is merely - When the party fully complied with the
simulated, the contract as a sale is obligations
void. It may, however, be valid as a
donation or some other agreement, 4. Kinds of Sale
provided the requirements of a) As to the nature of the subject matter:
donations or other agreements have i) Sale of real property -
been complied with. ii) Sale of personal property
- If these requirements do not exist, b) As to the value of things exchanged:
then, as a sale, the contract is i) Commutative sale
absolutely void, not merely voidable, ii) Aleatory sale
and action for annulment is therefore c) As to the object is tangible or intangible
not essential i) Sale of property (tangible or corporeal)
ii. A simulated price is fictitious. ii) Sale of a right (assignment of a right or a
- There being no price, there is no cause credit, or some other intangibles such as a
or consideration; hence, the contract is copyright, a trademark, or goodwill)
void as a sale. d) As to the validity or defect of the transaction:
- However, it is enough that the price be i) Valid sale
agreed on at the time of perfection ii) Rescissible sale
- A rescission of the price will not iii) Voidable sale
invalidate the sale. iv) Unenforceable sale v) Void sale
i. Fictitious sale - The sale being without v) Void sale
consideration. e) As to the legality of the object
i. Sale of a licit object
❖ Rule in fixing of the price (Art. 1473) ii. Sale of an illicit object
ARTICLE 1473. The fixing of the price can f) As to the presence or absence of conditions
never be left to the discretion of one of the i) Absolute sale (no condition)
contracting parties. However, if the price ii) Conditional sale.
fixed by one of the parties is accepted by
the other, the sale is perfected. ➢ DISTINCTIONS:
1. Contract of Sale Contract to Sell
3. STAGES IN THE CONTRACT OF SALE. In a Contract of Sale, the Contract to Sell, the
a) Generation or negotiation non-payment of price is a payment in full of the
resolutory condition, price is a positive
- Promise – unilateral vs bilateral
suspensive condition.
b) Perfection (Art. 1475)
ARTICLE 1475. The contract of sale is perfected i.e., the contract of sale may Hence, if the price is
at the moment there is a meeting of minds by such occurrence put an not paid, it is as if the
obligation of the seller
end to a transaction that to deliver and to viewpoint of the
once upon a time existed transfer ownership creditor, it is the
never became effective acquisition of the
and binding. object offered in lieu
title over the property ownership is retained of the original
generally passes to the by the seller, regardless credit.
buyer upon delivery of delivery and is not to 4. There is greater freedom 4. There is less
pass until full payment in the determination of freedom in
of the price. the price. determining the
after delivery has been since the seller retains price.
made, the seller has lost ownership, despite 5. The giving of the price
ownership and cannot delivery, he is enforcing may generally end the 5. The giving of the
recover it unless the and not rescinding the obligation of the buyer. object in lieu of the
contract is resolved or contract if he seeks to credit may
rescinded oust the buyer for extinguish
failure to pay completely or
2. Sale Loan partially the credit
If a person, however, the amount is (depending on the
borrows a sum of money, substantially smaller agreement).
and with it purchases in his than the value of the 6. Dation in Payment 6. Cession
own name a car, said security given One creditor is sufficient. There must be two or
purchaser would really be more creditors.
considered the buyer, and (2) Not all properties of the (2) All the debtor’s
not the person who lent the debtor are conveyed. properties are
money to him. conveyed.
3. Sale Lease Debtor may be solvent or Cession takes place
In a sale, the seller transfers the lessor or landlord insolvent only if the debtor is
ownership transfers merely the insolvent.
temporary possession
and use of the
property. ➢ How to Construe a Contract of Sale (Art. 1466)
4. Sale Assignment of ARTICLE 1466. In construing a contract containing
Property in Favor of provisions characteristic of both the contract of sale and
Creditors of the contract of agency to sell, the essential clauses of
Sale differs from cession in the assignee (creditor) the whole instrument shall be considered.
much the same way as sale, does not acquire
differs from dation in ownership over the ➢ Rules to Determine if the Contract is One of Sale or a
payment things assigned, but Piece of Work (Art. 1467)
only the right to sell ARTICLE 1467. A contract for the delivery at a certain
said things price of an article which the vendor in the ordinary
5. DATION IN PAYMENT DATION IN PAYMENT course of his business manufactures or procures for the
1. There is no pre-existing 1. There is a pre- general market, whether the same is on hand at the
credit. existing credit.
time or not, is a contract of sale, but if the goods are to
2. Gives rise to obligations. 2. Extinguishes
be manufactured specially for the customer and upon
obligations.
3. The cause or 3. The cause or his special order, and not for the general market, it is a
consideration here is the consideration here, contract for a piece of work.
price, from the from the viewpoint
viewpoint of the seller; of the person ➢ Rules to Determine whether Contract is One of Sale or
or the obtaining of the offering the dation Barter (Art. 1468)
object, from the in payment, is the ARTICLE 1468. If the consideration of the contract
viewpoint of the buyer. extinguishing of his consists partly in money, and partly in another thing,
debt; from the the transaction shall be characterized by the manifest
 intention of the parties. If such intention does not 3. When contract is thru correspondence. - there
clearly appear, it shall be considered a barter if the is perfection when the offeror receives or has
value of the thing given as a part of the consideration knowledge of the acceptance by the offeree.
exceeds the amount of the money or its equivalent; 4. When sale is made subject to a resolutory
otherwise, it is a sale. condition. - perfection is had from the moment
- Determine the intention the condition is fulfilled.
Barter: things only; the value is immaterial
- If the intention is not clear: ➢ FORMALITIES FOR PERFECTION (Under the Statute
1) 50/50: Sale of Frauds, the sale of):
2) the cash is more than thing: sale 1. Real property (regardless of the amount)
3) the cash is less is than the thing: barter 2. Personal property if P500 or more must be in
writing to be enforceable. (Art. 1403, No. 2,
➢ Sale by Description or By Sample (Art. 1481) Civil Code).
ARTICLE 1481. In the contract of sale of goods by Note: If orally made, it cannot be enforced by a
description or by sample, the contract may be rescinded judicial action, except if it has been completely
if the bulk of the goods delivered do not correspond or partially executed, or except if the defense
with the description or the sample, and if the contract of the Statute of Frauds is waived. (Art. 1405,
be by sample as well as description, it is not sufficient Civil Code)
that the bulk of goods correspond with the sample if
they do not also correspond with the description. ➢ RULE:
If the Object is Lost Before Perfection, who Bears
➢ Who Pays for expenses in execution and registration the Loss (Art. 1480)
(Art. 1487) ARTICLE 1480. Any injury to or benefit from the
ARTICLE 1487. The expenses for the execution and thing sold, after the contract has been perfected,
registration of the sale shall be borne by the vendor, from the moment of the perfection of the contract
unless there is a stipulation to the contrary. to the time of delivery, shall be governed by
articles 1163 to 1165, and 1262.
III. WHEN IS A CONTRACT OF SALE PERFECTED (Art. 1475) This rule shall apply to the sale of fungible things,
ARTICLE 1475. The contract of sale is perfected at the made independently and for a single price, or
moment there is a meeting of minds upon the thing without consideration of their weight, number, or
which is the object of the contract and upon the price. measure.
From that moment, the parties may reciprocally Should fungible things be sold for a price fixed
demand performance, subject to the provisions of the according to weight, number, or measure, the risk
law governing the form of contracts. shall not be imputed to the vendee until they have
been weighed, counted, or measured and
➢ Before Perfection delivered, unless the latter has incurred in delay.
Before perfection of the contract of sale, no mutual - Meaning of Fungibles. Fungible things are
rights and obligations exist between the would-be those which, because of their nature or the will
buyer and the would-be seller. The same thing is of the parties, are capable of being substituted
true when perfection is conditioned upon by others of the same kind, NOT having a
something, and that thing is not performed. distinct individuality.

➢ REQUIREMENTS FOR PERFECTION ➢ Effect of the Contract When The Thing Sold Has
2. When parties are face to face. - when an offer Been Lost (Art. 1493) – partial and fully
is accepted without conditions and without ARTICLE 1493. If at the time the contract of sale is
qualifications. (A conditional acceptance is a perfected, the thing which is the object of the
counter-offer.) contract has been entirely lost, the contract shall
be without any effect.
 But if the thing should have been lost in part only, • If the expected thing does not
the vendee may choose between withdrawing materialize, the sale is not effective
from the contract and demanding the remaining • deals with a future thing –– that which
part, paying its price in proportion to the total sum is expected
agreed upon. - the sale of the hope itself (emptio spei):
• it does not matter whether the
- During the Perfection, before delivery: 15 expected thing materialized or not;
- From the perfection to the time of delivery: what is important is that the hope
Article 1480 in relation to 1163 to 1166, & itself the second deals with a present
1262 thing — for certainly the
• hope or expectancy already exists
➢ When Sale by Auction is Perfected (Art. 1476) validly existed.
ARTICLE 1476. In the case of a sale by auction: Example: sale of a valid sweepstakes
(1) Where goods are put up for sale by auction in
lots, each lot is the subject of a separate contract (NOTE: The presumption is in favor of an emptio rei
of sale. sperati.)
(2) A sale by auction is perfected when the e. Future Goods (Art.1462)
auctioneer announces its perfection by the fall of ARTICLE 1462. The goods which form the subject
the hammer, or in other customary manner. Until of a contract of sale may be either existing goods,
such announcement is made, any bidder may owned or possessed by the seller, or goods to be
retract his bid; and the auctioneer may withdraw manufactured, raised, or acquired by the seller
the goods from the sale unless the auction has after the perfection of the contract of sale, in this
been announced to be without reserve. Title called “future goods.”
(3) A right to bid may be reserved expressly by or There may be a contract of sale of goods, whose
on behalf of the seller, unless otherwise provided acquisition by the seller depends upon a
by law or by stipulation. contingency which may or may not happen.
(4) Where notice has not been given that a sale by
auction is subject to a right to bid on behalf of the f. Sale of undivided Interest (Art. 1463)
seller, it shall not be lawful for the seller to bid ARTICLE 1463. The sole owner of a thing may sell
himself or to employ or induce any person to bid at an undivided interest therein.
such sale on his behalf or for the auctioneer, to
employ or induce any person to bid at such sale on g. Sale of Share in Specific Mass
behalf of the seller or knowingly to take any bid ARTICLE 1464. In the case of fungible goods, there
from the seller or any person employed by him. may be a sale of an undivided share of a specific
Any sale contravening this rule may be treated as mass, though the seller purports to sell and the
fraudulent by the buyer. buyer to buy a definite number, weight or measure
of the goods in the mass, and though the number,
IV. ELEMENTS OF THE CONTRACT OF SALE weight or measure of the goods in the mass is
1) Consent or meeting of the minds undetermined. By such a sale the buyer becomes
2) Determinate subject matter owner in common of such a share of the mass as
a) Licit Object (Art. 1459) supra the number, weight or measure bought bears to
b) Meaning of Determinate (Art. 1460) supra the number, weight or measure of the mass. If the
c) Things with a Potential Existence (Art. 1461) mass contains less than the number, weight or
supra. measure bought, the buyer becomes the owner of
d) Difference between Rei Sperati and Emptio the whole mass and the seller is bound to make
Spei (Article 1461) good the deficiency from goods of the same kind
- the sale of an expected thing (emptio rei and quality, unless a contrary intent appears.
sperati): h. Sale of Things Subject to a Resolutory Condition
(Art. 1465)
 ARTICLE 1465. Things subject to a resolutory a) Certainty of Price of Securities (Art. 1472)
condition may be the object of the contract of sale. ARTICLE 1472. The price of securities, grain,
resolutory condition - an event on which the liquids, and other things shall also be
obligation is terminated. Upon fulfillment of the considered certain, when the price fixed is that
condition, the obligation comes to an end. It has no which the thing sold would have on a definite
retroactive effect, unless the parties otherwise day, or in a particular exchange or market, or
agree when an amount is fixed above or below the
3) Price Certain in money or its equivalent price on such day, or in such exchange or
market, provided said amount be certain.
RULE:

a) Certainty of the Price (Art. 1469) - ➢ DISTINCTION Earnest Money from Option Money
ARTICLE 1469. In order that the price may be (Art. 1482)
considered certain, it shall be sufficient that it ARTICLE 1482. Whenever earnest money is given in
be so with reference to another thing certain, a contract of sale, it shall be considered as part of
or that the determination thereof be left to the the price and as proof of the perfection of the
judgment of a special person or persons. contract.
Should such person or persons be unable or • ‘Earnest Money’ called “arras,” is
unwilling to fix it, the contract shall be something of value to show that the
inefficacious, unless the parties subsequently buyer was really in earnest, and given
agree upon the price. to the seller to bind the bargain.
If the third person or persons acted in bad faith - Forms part of the agreed
or by mistake, the courts may fix the price. pricedistinct
Where such third person or persons are • Option Money - option money applies
prevented from fixing the price or terms by to a sale not yet perfected; the money
fault of the seller or the buyer, the party not in is not part of the purchase price; the
fault may have such remedies against the party would-be buyer is not required to buy
in fault as are allowed the seller or the buyer, -
as the case may be.
• The price cannot be left to One Party’s V. CAPACITY TO BUY OR SELL (Art. 1489-1492)
Discretion (Art. 1473) 1) Absolute Incapacity
ARTICLE 1473. The fixing of the price ➢ Sale by One Spouse to Another (Art. 1490)
can never be left to the discretion of ARTICLE 1490. The husband and the wife cannot
one of the contracting parties. sell property to each other, except:
However, if the price fixed by one of (1) When a separation of property was agreed
the parties is accepted by the other, upon in the marriage settlements; or temuim
the sale is perfected. (2) When there has been a judicial separation of
b) Effect of Gross Inadequacy of Price (Art. 1470) property under article 191.
ARTICLE 1470. Gross inadequacy of price does ➢ Purchase by Minors
not affect a contract of sale, except as it may ARTICLE 1489. All persons who are authorized in
indicate a defect in the consent, or that the this Code to obligate themselves, may enter into a
parties really intended a donation or some contract of sale, saving the modifications contained
other act or contract. in the following articles.
- Contract is still validity Where necessaries are sold and delivered to a
a) Simulated Price and Fictitious Sale (Art. 1471) minor or other person without capacity to act, he
ARTICLE 1471. If the price is simulated, the sale must pay a reasonable price therefor. Necessaries
is void, but the act may be shown to have been are those referred to in article 290.
in reality a donation, or some other act or 2) Relative Incapacity (Art. 1491)
contract. ARTICLE 1491. The following persons cannot
- Contract Is void acquire by purchase, even at a public or judicial
 auction, either in person or through the mediation b. accepted unilateral promise – Only one
of another: makes the promise. This promise is
accepted by the other.
(1) The guardian, the property of the person or This is an accepted unilateral promise
persons who may be under his guardianship; to sell. It is binding on the promisor
(2) Agents, the property whose administration or only if the promise is supported by a
sale may have been intrusted to them, unless the consideration distinct from the price.
consent of the principal has been given; “An accepted unilateral promise can
(3) Executors and administrators, the property of only have a binding effect if supported
the estate under administration;1493 by a consideration which means that
(4) Public officers and employees, the property of the option can still be withdrawn, even
the State or of any subdivision thereof, or of any if accepted, if the same is not
government-owned or controlled corporation, or supported by any consideration.”
institution, the administration of which has been
intrusted to them; this provision shall apply to - Meaning of Policitacion (Art. 1479) - This is a
judges and government experts who, in any unilateral promise to buy or to sell which is not
manner whatsoever, take part in the sale; accepted. This produces no juridical effect, and
(5) Justices, judges, prosecuting attorneys, clerks of creates no legal bond. This is a mere offer, and
superior and inferior courts, and other officers and has not yet been conversed into a contract.
employees connected with the administration of (Raroque v. Maiquez, et al., [C.A.] 37 O.G.
justice, the property and rights in litigation or 1911).
levied upon an execution before the court within - Is a contract or promise to sell considered as a
whose jurisdiction or territory they exercise their contract of sale? Yes. A promise to buy and sell
respective functions; this prohibition includes the a determinate thing for a price certain is
act of acquiring by assignment and shall apply to reciprocally demandable.
lawyers, with respect to the property and rights
which may be the object of any litigation in which VII. OBLIGATIONS OF THE VENDOR/SELLER (Art. 1495)
they may take part by virtue of their profession; ARTICLE 1495. The vendor is bound to transfer the
(6) Any others specially disqualified by law. ownership of and deliver, as well as warrant the thing
which is the object of the sale.
VI. PARTIES - Ownership is not transferred by perfection but
1) Seller or Vendor by delivery.
2) Buyer or Vendee
- Distinguish a mutual promise to buy and sell 1. Obligation to Transfer Ownership
from accepted unilateral promise to buy and ➢ GR: The ownership of the thing sold shall be
sell. (Art. 1479) transferred to the vendee upon the actual or
ARTICLE 1479. A promise to buy and sell a constructive delivery thereof (Art. 1477)
determinate thing for a price certain is - ARTICLE 1477. The ownership of the thing sold
reciprocally demandable. shall be transferred to the vendee upon the
An accepted unilateral promise to buy or to sell actual or constructive delivery thereof.
a determinate thing for a price certain is Actual- (Article 1497)
binding upon the promisor if the promise is Art. 1497. The thing sold shall be
supported by a consideration distinct from the understood as delivered, when it is placed
price. in the control and possession of the
a. mutual promise – This is a promise to vendee.
buy and sell, clearly a bilateral XPN: Article 1478 - Art. 1478. The
reciprocal contract. parties may stipulate that ownership in
the thing shall not pass to the
 purchaser until he has fully paid the - constructive - ARTICLE 1496. The ownership of
price. the thing sold is acquired by the vendee from
Constructive – also transfers ownership the moment it is delivered to him in any of the
- Tradition, or delivery, is a mode of acquiring ways specified in articles 1497 to 1501, or in
ownership, as a consequence of certain any other manner signifying an agreement that
contracts such as sale, by virtue of which, the possession is transferred from the vendor
actually or constructively, the object is placed to the vendee.
in the control and possession of the vendee.1. b. Legal or Constructive (Arts. 1498-1601)
1. Legal Formalities (Art. 1498) - i. Legal Formalities.
2. Traditio Symbolica (1498) - such as ARTICLE 1498. When the sale is made through
the delivery of the key of the place where the a public instrument, the execution thereof shall
movable sold is being kept be equivalent to the delivery of the thing
3. Traditio Brevi Manu (1499) - (by mere which is the object of the contract, if from the
consent or agreement) if the movable sold deed the contrary does not appear or cannot
cannot yet be transferred to the possession of clearly be inferred.
the buyer at the time of the sale With regard to movable property, its delivery
4. Traditio Longa Manu (1499) - (if the buyer may also be made by the delivery of the keys
had already the possession of the object even of the place or depository where it is stored or
before the purchase, as when the tenant of a kept.
car buys the car, that is, his possession as an ii. Symbolical tradition or traditio
owner). simbolica (such as the delivery of the
5. Possesurim constitutum - (opposite of key of the place where the movable
traditio brevi manu) possession as owner sold is being kept). (Art. 1498, par. 2,
changed, for example, to possession as a Civil Code).
lessee. Article 1498. Xxx (2)With regard to
movable property, its delivery may also
Kinds of Delivery: be made by the delivery of the keys of
➢ Ownership is Transferred Only by Delivery (Art. the place or depository where it is
1496) stored or kept.
ARTICLE 1496. The ownership of the thing sold is iii. traditio longa manu (by mere consent
acquired by the vendee from the moment it is or agreement) if the movable sold
delivered to him in any of the ways specified in cannot yet be transferred to the
articles 1497 to 1501, or in any other manner possession of the buyer at the time of
signifying an agreement that the possession is the sale. (Art. 1499, Civil Code)
transferred from the vendor to the vendee. ARTICLE 1499. The delivery of
movable property may likewise be
➢ Can the parties stipulate that ownership in the made by the mere consent or
thing shall not pass to the purchaser until he has agreement of the contracting
fully paid the price? YES. parties, if the thing sold cannot be
Exception to the General Rule. transferred to the possession of
ARTICLE 1478. The parties may stipulate that the vendee at the time of the sale,
ownership in the thing shall not pass to the or if the latter already had it in his
purchaser until he has fully paid the price. possession for any other reason.
2. Obligation to Deliver iv. traditio brevi manu (if the buyer had
Kinds of Delivery or Tradition: already the possession of the object
a. Real or Actual (Art. 1497) even before the purchase, as when the
- actual - ARTICLE 1497. The thing sold shall be tenant of a car buys the car, that is, his
understood as delivered, when it is placed in possession as an owner).
the control and possession of the vendee.
 v. traditio constitutum possessorium ARTICLE 1542. In the sale of real estate, made for a
(opposite of traditio brevi manu) lump sum and not at the rate of a certain sum for a
possession as owner changed, for unit of measure or number, there shall be no increase
example, to possession as a lessee. or decrease of the price, although there be a greater
Example: I sold my car but continued or less area or number than that stated in the
to possess it as a lessee of the contract.
purchaser. (Art. 1500, Civil Code).
- Can the buyer demand for the delivery of the
lacking unit of the property (for lump sum).
ARTICLE 1500. There may also be traditio
No. applying the article, a payment made in lump
constitutum possessorium.
sum, there shall be no increase or decrease in
price, although there be
traditio constitutum possessorium (opposite of
traditio brevi manu) possession as owner
changed, for example, to possession as a
lessee. Example: I sold my car but continued to Not lumpsum but per unit:
possess it as a lessee of the purchaser. (Art.
1500, Civil Code). [NOTE: In the case of Tan ARTICLE 1539. The obligation to deliver the
Boon Dick v. Aparri Farmer’s Coop. Marketing thing sold includes that of placing in the control
Ass’n., Inc. (L-14154, Jun. 30, 1960), the of the vendee all that is mentioned in the
Supreme Court held that in trad itio brevi contract, in conformity with the following rules:
manu (and by implication, also in traditio
constitutum possessorium), there is not only If the sale of real estate should be made with a
constructive delivery, but also ACTUAL statement of its area, at the rate of a certain price
DELIVERY. In said case, the buyer was at the for a unit of measure or number, the vendor shall
time of the sale already a lessee of the be obliged to deliver to the vendee, if the latter
property. The Court also held that the should demand it, all that may have been stated
possession of the buyer as lessee was in the contract; but, should this be not possible,
converted into that of an owner from the date the vendee may choose between a proportional
of the execution of the contract. The rule reduction of the price and the rescission of the
applies even if the price has not been fully paid contract, provided that, in the latter case, the lack
in the absence of course of any stipulation that in the area be not less than one-tenth of that
the ownership of the thing shall not pass to the stated.
purchaser until he has fully paid the price
The same shall be done, even when the area is
the same, if any part of the immovable is not of
Additional notes: the quality specified in the contract.

- Legal tender is in cash only, otherwise, the The rescission, in this case, shall only take place
obligation shall still stand and is not at the will of the vendee, when the inferior value
extinguished yet. of the thing sold exceeds one-tenth of the price
o It is needed to be encashed agreed upon.

Nevertheless, if the vendee would not have

bought the immovable had he known of its
smaller area or inferior quality, he may rescind the
sale.
Remedy for sale of personal properties payable
in installments:

ARTICLE 1484. In a contract of sale of personal

property the price of which is payable in
installments, the vendor may exercise any of the
following 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 or more installments;
(3) Foreclose the chattel mortgage on the thing
sold, if one has been constituted, should the
vendee’s failure to pay cover two or more
installments. In this case, he shall have no
further action against the purchaser to recover
any unpaid balance of the price. Any agreement
to the contrary shall be void.

- Recto law – sale of personal properties

- Maceda law – sale of real properties