TITLE VI SALES withdraw from the contract without the obligation to pay

Chapter 3 the price; or demand the delivery of 40 sacks of sugar,

Effects of the Contract When the Thing Sold has but binding him to pay only the proportionate price of
been Lost the agreed price thereof which is 40,000.
Article 1493
This refers to a case of loss of the object even BEFORE On the other hand, if the contract is indivisible, that is,
the perfection of the contract the 50 sacks of sugar were sold for 50,000 fixed without
Object here are all SPECIFIC THINGS. consideration of the number of sacks, the buyer should
-There would be no cause or consideration, hence the be made to pay only the proportionate price of 40 sacks
contract is void which is also 40,000.
-Seller will have to bear the loss Contract price-still the same

Thing Entirely Lost Chapter 4 Obligations of the Vendor

Example: I am the seller and I promised to sell you my Article 1495
laptop which is in my house. However, our house got Obligations of the vendor:
burned without me knowing it. Therefore, the thing is  
entirely lost and so the contract is inexistent and void  To transfer ownership (cannot be waived)
because the is no more object.  -sa definition palang ng contract of sale, alam na natin
na kabilang to sa obligations ng vendor or seller.
Thing only partially Lost -Article 1458 (By the contract of sale one of the
Q: What are the remedies of the buyer when the object contracting parties obligates himself to transfer the
has been PARTLY or PARTIALLY LOST? ownership of and to deliver a determinate thing,...
A: choose between (1) withdrawal or rescission (2)  To deliver (cannot be waived)
specific performance as to remainder by payment of  To warrant the object sold (this can be waived or
proportional price modified since warranty is not an essential
Example: Refer to my example a while ago. So, when element of a contract of sale)
the laptop I am selling has lost some of its keyboards and  To preserve the thing from perfection to
it is actually replaceable. In this case, the buyer can have delivery,otherwise he can be held liable for
the choice of withdrawal from the contract or he can damages (Art.1163-the provisions in
demand for payment from the proportionate price. obligations) The seller is also obliged to take
care of the thing sold with PROPER
Article 1494 DILIGENCE OF A GOOD FATHER OF A
Speaks of loss of specific goods FAMILY
Remedies of buyer: -The thing to be preserved is the object of the contract
o Cancellation (avoidance) starting from the perfection until the delivery of the
o Or specific performance as to the remaining object.
existing goods (if the sale was divisible)  To pay for the expenses for the execution and
An obligation is divisible when the object of registration of the contract of sale unless there is
the performance is susceptible of division. An stipulation to the contrary (Art.1487)
obligation is indivisible when the object of the -Kung wala naman usapan yung parties, si seller or si
performance, because of its nature or because of buyer wala naman silang usapan. Sino ang sasagot ng
the intent of the parties, is not susceptible of expenses? Si seller (by default) Pero pwedeng pagusapan
division. ng parties na si buyer na yung magbabayad.
Distinguish: Divisible v. Indivisible Obligation  
a. DIVISIBLE OBLIGATION – may be Q: what happens when seller fails to deliver at a
partially performed; example: to deliver 100 stipulated period, and such period is of the essence of the
sacks of rice within 5 days; payment upon contract?
delivery A: He has no right to demand payment of the price.
b. INDIVISIBLE OBLIGATION – cannot be Q: what is the effect of non delivery?
performed in parts; example: to deliver a pair of A: buyer may ask for the RESOLUTION or
male Rotweiller and female Doberman dog. RESCISSION of the contract

Example:
For example, I have 50 sacks of sugar in my warehouse Duty to Deliver at Execution Sale
selling it for 1,000 per sack amounting to a total price of Judgment debtor is NOT required to deliver the property
50,000. If 10 sacks of sugar were lost, the buyer may sold right away. The reason is, he has a period of ONE
YEAR within which to REDEEM the property. In the the act of delivery must be made with intention
meantime, the buyer should not take actual physical of delivering the thing sold.
possession of the property. Note that the period of 3. Delivery to proper person – the delivery must be
redemption commences to run not from the date of the made to the vendee or his authorized
auction or tax sale but form the day the sale was representative. Where the vendee did not name
registered in the office of the Register of Deeds. any person to whom the delivery shall be made
in his behalf, the vendor is bound to deliver
exclusively to him.

Ways of effecting Constructive Delivery.

Article 1496
Ownership is acquired from the moment of delivery or in 1. Equivalent to actual delivery – constructive or legal
any other manner signifying an agreement that delivery is equivalent to actual delivery. It may be
possession is transferred. effective in any of the following ways:
Note: Owner of the money used in purchasing an object a. By execution of a public instrument (Article 1498,par.
is immaterial. What is material is the name of the 1)
purchaser who appears in the deed of sale. b. By symbolic tradition or tradition symbolica
2. ;
OWNERSHIP c. By tradition longa manu (Article 1499)
Purpose: To transfer ownership d. By tradition brevi manu
When: The ownership of the thing sold is acquired by e. By tradition constitutum possessorium (Article 1500)
the vendee from the moment it is delivered to him or her f. By quasi-delivery or quasi-traditio (Article 1501)
(Art.1496) 3. Contrary may be stipulated – the parties may stipulate
-Delivery ang mode of ownership and not the that the ownership in the thing shall pass to the
contract of sale. purchaser only after he has fully paid the price or
How: Actual or real delivery, or Constructive or legal fulfilled certain conditions. In a contract of absolute sale,
delivery ownership is transferred simultaneously with the
General Rule: Delivery transfers ownership delivery of the thing sold.

1. Ways of effecting delivery a. Legal: as when the sale is made through a

o Actual or Real Delivery- If the goods public instrument. The execution thereof
are physically given into the shall be equivalent to the delivery of the
possession of the buyer, the delivery is thing which is the object of the contract, it
an actual delivery. from the deed the contrary does not appear
o Constructive delivery: The transfer of or is not clearly inferred.
goods can be done even when the b. Symbolic Traditio: with respect to movable
transfer is effected without a change in property, its delivery may also be made by
the possession or custody of the goods. the delivery of the keys of the place or
For example, a case of the delivery by depository where it is stored or kept.
attornment or acknowledgment will be a Example: A sold his car to B. A handed over
constructive delivery. If you pick up a the keys to B to symbolize that he is handing
parcel on behalf of your friend and agree over the car.
to hold on to it for him, it is a c. Traditio Longa Manu (delivery with long
constructive delivery. hand): which is effected by the vendor
o Symbolic delivery: This kind of delivery pointing out to the vendee the thing which is
involves the delivery of a thing in token being transferred, and which at the same
of a transfer of some other thing. For time must be in sight.
example, the key of the godowns with Example: Farmer D is selling a flock of
the goods in it, when handed over to the sheep may point out the sheep to buyer E
buyer will constitute a symbolic and make them available for him. The
delivery. property is too heavy or big to be physically
2. Intention to deliver essential – delivery is an handed over.
indispensable requisite for the transfer of d. Traditio Brevi Manu (delivery with short
ownership which under our law cannot be hand): takes place when a person in
effected by mere consent. To transfer ownership, possession under a title that is nit of
ownership, such when a lessee purchases the
 thing leased and continues thereafter to hold lading is retained by the seller or his
it as owner and no longer as lessee. agent.
Example: A is renting B’s house and lot.  When the seller draws on the buyer a
Later, A bought the house and lot. There is bill of exchange for the price of the good
no need for B to deliver it to A because the and transmits the BOE and bill of lading
thing sold is already in the possession of the to the buyer to secure acceptance or
owner at the time of the perfection of the payment of the BOE, but the buyer
sale. Therefore, the house and lot will dishonors such BOE.
continue to be in possession of A after the EXCEPT: If the BOL is negotiated to a
sale, no longer as a lessee but this time as purchaser for value in GF (ownership is passed
the owner. on to him).
e. Tradicio Constitutum Possessorium
(continues possession): it is the opposite of Documents of Title (Article 1636
tradition brevi manu. The seller remains in  Includes any bill of lading, dock warrant,
possession of the thing sold after the sale but “quedan”, or warehouse receipt or order, for the
in concept other than the owner but under delivery of goods.
another capacity like that of a lessee, pledge,  Any document used in the ordinary course of
depository, etc. business in the sale or transfer of goods; or
Example: Mr. X sells his apartment to Mr. authorizing or purporting to authorize the
Y. Thereafter, X and Y entered into a new possessor of the document to transfer or receive,
contract whereby X leases the same either by endorsement or by delivery, goods
apartment from Y. As a result, X still represented by such document.
possess the apartment but not as owner.  Proof/evidence of possession or control of the
f. Quasi-tradition: - used to indicate the goods.
transfer of rights or incorporeal property -  Medium of transferring title and possession over
defined as the exercise of the right by the the goods described therein without having to
grantee with the acquiescence of the vendor, effect actual delivery.
or the placing of the title of ownership in the Common types of Documents of Title
possession of the vendee - used to designate  Bill of lading
that a person is in the use of the property of
another, which the latter suffers and does not Section 2DELIVERY OF THE THING SOLD Article
oppose - the right of property is ceded in a 1497
thing to a person who is in possession of it. -Speaks for real or actual delivery
Example: If I loan a boat to Sam, and deliver it  
to him, and afterwards I sell him the boat, it is -DELIVERY-when an object is placed in the
not requisite that he should deliver the boat to CONTROL and POSSESSION of the vendee
me, to be again delivered to him there is a quasi-  
tradition or delivery. Q: What instance is ownership NOT transferred despite
delivery?
Exceptions: A: Ownership is not transferred, although there has been
1. If otherwise stipulated by the parties (Art.1503) perfection and delivery, if it was intended that no such
Ownership of specific goods is retained by the transfer of ownership will take place until full payment
seller despite delivery to the buyer or carrier or of the price. Such stipulation may be made expressly or
bailee for the buyer impliedly.
A bill of lading is a document issued by a carrier Note: Purchases made at a MARKET are valid even if
to acknowledge receipt of cargo for shipment. It the seller was not yet the owner, and delivery of the
works as a receipt of freight services, a contract same would transfer ownership because of the doctrine
between a freight carrier and shipper and a of OSTENSIBLE OWNERHIP. --- the market seller
document of title.  appears to be the owner, and if he is not, the true owner
 When by terms of the bill of lading, the is NEGLIGENT for having allowed him to appear as the
goods are to be delivered to the seller or owner
his agent or to the order of the seller of Kinds of Delivery or Tradition
his agent 1. Actual or Real
 When by the terms of the bill of lading, 2. Legal or Constructive
the goods are to be delivered to the order a. Legal formalities
of the buyer or his agent, but the bill of b. Symbolical tradition and tradition simbolica
 –ex. Delivery of the key  there is only a DISPUTABLE PRESUMPTION
c. Traditio longa manu (execution of a thecontract is only PRESUMPTIVE
 -pointing; by mere consent or agreement if the movable DELIVERY)
sold cannot be transferred at the time of the sale Article 1499
d. Traditio brevi manu- buyer already had the possession -
of the object even before the purchase; tenant of a car  
buys the care. Deals with
  tradition longa manu
Tradition constitutum possessorium and
 –possession as owner changed; possession as a lessee3. tradition brevi manu
   
Quasi-tradition -
 –  
 delivery of rights, credits, or incorporeal property, made This article speaks of MOVABLE property
by:  Article 1500
a. Placing title of ownership in the hands of a lawyer -
b. Or allowing the buyer to make use of the rights  
Article 1498 Speaks of tradition
-Deals with two kinds of Constructive Delivery: constitutum possessorium
   
oThru legal formalities -
 –applies to real and personal proerty  
  The basis here is consent
oThru tradition Simbolica  
  -
Constructive delivery requires THREE THINGS before  
ownership may be transmitted: Where a seller continues to occupy the land as tenant,
1. Seller must have control over the thing thepossession , by fiction of law, is deemed to be
2. Buyer must be put under control3. constituted in thebuyer
   Article 1501
There must be the intention to deliver the thing for -
purposes of ownership (not merely to allow inspection)  
Note Deals with the delivery of INCORPOREAL
: When the sale is made through a public instrument, the PROPERTY:
execution thereof shall be equivalent to the delivery of  
the thing which is the object of the contract. However, in o
order that this delivery may have the effect of tradition,  
it is essential that the vendor shall have had such By constructive tradition
CONTROL overthe thing sold, that is, it could have been  –
possible that at the moment of thesale its MATERIAL  execution of publicinstrument
delivery could have been made. Note that the key word  
isCONTROL, not POSSESSION of the land. o
Rules on Constructive Delivery  
1. By quasi-tradition
   –
If a seller has no actual possession, he cannot transfer  placing of titles of ownership in thepossession of the
ownershipby constructive delivery2. buyer, or the use by the buyer of his
  rights, with the seller’s consent
There can be no constructive delivery by means of a  Article 1502
publicinstrument if there is a stipulation to that effect3. -
   
The Civil Code does not provide that the execution of First paragraph refers to a transaction ON SALE OR
the deed isa conclusive presumption of the delivery of RETURN:
possession. What itsays is that the execution thereof o
shall be equivalent to delivery  
 –
this is a sale that depends on the DISCRETION of
theBUYER
 
o
 
it is a sale with a RESOLUTORY CONDITION
 
o
 
ownership passes to the buyer on delivery, but he
mayrevest the ownership in the seller by returning
ortendering the goods within the time fixed in
thecontract
 
Note: In this case, the buyer has no right to return if he
has materially abusedthe condition of the thing. The sale
in this case becomes absolute. But if theobjects
deteriorate without the fault of the buyer, the buyer can
still return,provided that the reasonable period of
returning has not yet elapsed