May enter a contract of sale = all persons natural or juridical (legal capacity)
Prohibited: incapacitated.
Kinds of Incapacity
1. Absolute Incapacity - minors, insane, demented, deaf mutes, don’t know
write/read
2. Relative Incapacity – cannot buy certain property (examples)
a. Husband & wife
b. Guardian, property of the person under his guardianship
c. Agents. Property whose administration entrusted to them
d. Executors/ administrators, property of state
e. Public officers& employees,
f. Justices, judeges. Attorneys
Necessaries – covers everything indispensable for sustenance, medical attendance,
education, trasnpo
Husband and wife cannot sell to each other. Exception: separation of property agreed
upon
Loss of the object at the time of the perfection of the contract
1. COMPLETELY LOST – contract shall be without any effect (absence of the
object)
2. PARTIALLY LOST – buyer can withdraw the contract; demand the remaining
part, paying its price
Vendor/ Seller bound to transfer the ownership and deliver, as well as warrant the thing
Obligations of the Vendor
a.) Transfer ownership of the thing sold
b.) Deliver the thing
c.) Warrant the thing sold against eviction and defects
d.) Take care of the object sold pending delivery
e.) Pay for the expenses for the execution and registration of contract
DELIVERY – transfer of possession and ownership.
- Signifies that the title has passed from seller to buyer. (Manresa)
- Purpose of delivery is not only for the enjoyment of the thing but a
mode of acquiring dominion and determines the transmission of
ownership, the birth of real right. (Tolentino)
ACTUAL DELIVERY – thing sold placed under the control and possession of
buyer/vendee.
Ownership acquired only upon its delivery, actual or constructive.
Kinds of Delivery
1. Real/ Actual - thing sold placed under the control and possession of
buyer/vendee.
2. Legal / Constructive – delivery by operation of law.
3. Quasi Tradition – delivery of rights, credits, incorporeal property made by:
a. Execution of public instrument
b. Place title of ownership
c. Buyer make use of rights
Kinds of Legal/ Constructive
1. Legal Formalities – public instrument (constructive deli.)
2. Symbolical Tradition ( Traditio symbolica) (constructive deli.)
- Use symbol to represent thing delivered. (giving keys)
3. Traditio Longa Manu
– seller points out to the buyer
- Without the need of actually delivering it.
4. Tradito Brevi Manu
- Buyer have the possession before contract (leesee)
He would now hold possession in the concept of an owner
(Example: former lessee, buy the same house)
5. Tradio Constitutum Possesorim
- Continuous possession of property
- Present possession is no longer that of an owner.
Sale through PUBLIC INSTRUMENT = delivery of the thing (object of the contract)
EX. Symbolic delivery
Movable property = deliver can be the delivery of the keys of the place or depository
where it is kept.
PUBLIC INSTRUMENT = docs prepared by notary public presence of parties before
witnesses.
NOTARY PUBLIC = person authorized by state (oaths, signatures)
Does not have the actual possession = cannot transfer even with
Of the thing sold delivery of public instrument
Tradition longa manu – agreement if the movable sold cannot be yet transferred to
buyer at the time of sale
Traditio brevi manu – buyer already have the possession even before sale
Tradition constitutum posseserium – seller remains possession of property in a diff
capacity
Incorporeal property (delivery)
1. execution of public instrument
2. placing titles of ownership
3. use the rights with vendor’s consent
Sale on approval = “sale on acceptance, trial, satisfaction”
NO TRANSFER OF OWNERSHIP DESPITE DELIVERY OF GOODS
OWNERSHIP PASSES TO BUYER ONLY IN THE FF:
1. buyer signifies his approval or acceptance to the seller or any act of adopting
the transaction
2. buyer didn’t signify his approval, but retain the goods without giving notice of
rejection, time fixed for the return of goods (no time has been fixed, on the
expiration of a reasonable time)
Sale on return = ownership passes to the buyer on delivery.
Subsequent return reverts ownership in seller.
Requires an express written = Uniform Sales Act & Uniform
agreement to make a sale contract Commercial Code
either a “sale of return” or sale of approval
Sale of return Sale on Approval
Ownership passes to buyer , subsequent Ownership remains until buyer signifies
return backs to seller his approval to seller
Resolutory condition Suspensive condition
Depends on the will of buyer Depends on quality of goods
Risk of loss rests upon buyer Risk of loss remains with the seller
SALE SPECIFIC GOODS --- seller rights of possession
Ownership reserved despite delivery
