Art.

1458 foreclosure sale of

 Through contract of sale, one mortgage or pledged
of the contracting parties property
obligates himself to transfer  Object or subject matter –
the ownership of and to deliver determinate thing which is
a determinate thing and the the object of the contract,
other to pay therefore a price capable of being made
certain in money or its determinate, real or personal
equivalent property
 May be absolute of conditional  Cause or consideration – price
certain in money or its
Characteristics equivalent
 Consensual – perfected by
consent Natural and accidental elements
 Bilateral – both parties are  Natural – deemed to exist in
bound to fulfill obligations certain contracts
reciprocally (seller-deliver,  Accidental – may be present of
buyer-pay) absent depending on the
 Onerous – thing sold is stipulations of the parties
conveyed in consideration of
the price Kinds of contract of sale
 Commutative – thing sold is  Absolute – sale is not subject
considered the equivalent of to any condition, title or
the price paid and vice versa ownership passes to the buyer
 Nominate – special upon delivery of the thing sold
designation in the civil code  Conditional – sale
 Principal – validity and contemplates a contingency,
existence does not exist on contract is subject to certain
another contract conditions (full payment of
Essential requisites of a contract of purchase price) to which the
sale transfer of ownership is not
 Consent or meeting of minds fulfilled until the condition is
– seller to transfer and deliver, fulfilled
buyer to pay
o Parties must have legal Art. 1459
capacity - thing must be licit and vendor
o Acceptance of has the right to transfer
payment is an ownership thereof at the time
indication of his it is delivered
consent to a contract
o Sales against will of Requisites concerning objects
owners   things – determinate,
expropriation of licit/lawful, not be impossible
property, execution of o within the commerce of
sale to enforce men (outside- public
judgment of a court, ownership)
 o illicit  contract o determinate thing is
void, cant be ratified identified by its
 rights – rights which are not individuality
intransmissible or personal o not necessary the thing
may be object of sale (right of sold must be in sight at
usufruct, right of conventional the time the contract is
redemption) services may not entered into
be object of the contract of  sufficient if subject matter is
sale capable of being made
o rights intransmissible determinate
by law – right to vote,
right to public office Art. 1461
- having potential existence may
Kinds of illicit things be subject of the contract of
 illicit per se (of its nature) sale
 per accidens – some provisions - efficacy of sale of mere hope
of the law declaring its illegal or expectancy is subject to the
condition that the thing will
Right of vendor to transfer ownership come into existence
 one can sell only what he owns - sale of a vain hope or existence
 sufficient if right exists at time is void
of delivery – does not require
the vendor to have the right to Art. 1462
transfer ownership at the time - Future goods - existing goods
of the perfection of the owned or possessed by the
contract seller or goods to be
Art. 1460 manufacture, raised, or
- determinate – particularly acquired by the seller after the
designated or physically perfection of the contract
segregated from all others of - There may be a contract of
the same class sale of goods whose
- time the contract is entered acquisition by the seller
into, the thing is capable of depends upon a contingency
being made determinate which may or may not happen
without the necessity of a new
or further agreement between Goods which may be the object of sale
the parties  Existing goods – goods owned
or possessed by the seller
Subject matter must be determinate  Future goods – goods to be
 when thing is determinate – manufactured, raised, or
physically segregated from all acquired
others of the same class
o object of the contract Future goods as object of sale
of sale must be  Valid only as an executor
determinate contract to be fulfilled by the
acquisition and delivery of the
goods specified
  Does not apply if the goods are Sale of an undivided share of a specific
to be manufactured especially mass
for the buyer (contract for a  Fungible goods – any unit is
piece of work, Art. 1467) treated as the equivalent of
any other unit (grain, oil, wine,
Art. 1463 gasoline, etc.)
- sole owner of a thing may sell  Effect of sale – owner may sell
an undivided interest therein only an undivided share
Sale of undivided interest in a thing thereof, provided the mass is
 by sale owner – sole owner specific or capable of being
may sell the entire thing or made determinate
only a specified portion o Buyer becomes a co-
thereof or an undivided owner with the seller of
interest therein. the whole mass
o Effect of sale of an o Less than what is sold –
undivided thing – make seller shall supply
the buyer to co-owner whatever is lacking
in the thing sold from goods of the same
o Full ownership of his kind and quality,
part and he may sell it subject to any
(limited to the portion stipulation to the
which may be allotted contrary
to him)  Risk of loss – if buyer becomes
 By co-owner – he can dispose the co-owner, it follows that
of his share even without the the whole mass is at the risk of
consent of the other co- loss of all the parties interested
owner/s in it
 Subject matter – subject
Art. 1464 matter is an incorporeal or
- in case of fungible goods, intangible right
there may be a sale of an o Ownership passes to
undivided share of a specific the buyer by the
mass (definite number, weight intention of the parties
or measure of the goods in the
mass) Art. 1466
- buyer becomes owner in - essential clauses of the whole
common of such share instrument shall be considered
- If the mass contains less than when construing a contract
the number, weight, or mass containing provisions
bought, the buyer becomes characteristics of both the
the owner of the whole mass contract of sale and the
and the seller is bound to make contract of the agency to sell
good the deficiency from
goods of the same kind and sale vs agency to sell
quality, unless contrary intent  agency – person binds himself
appears to render some service or to do
something in representation or
 on behalf of another, with the execute a piece of work for the
consent or authority of the employer, contractor may
latter either employ his labor or skill,
 sale – buyer receives the goods or also furnish the material
as the owner. Agency – agent  contract for work – object of
receives the goods of the contract is one not in existence
principal who retains his and which never would have
ownership over them existed but for the order of the
 sale – buyer has to pay the party desiring to acquire it, risk
price, agency – agent has to of loss before delivery is borne
account for the proceeds of by the worker or contractor,
the sale he may make on the not within statute of frauds
principal’s behalf  contract of sale – loss before
 sale – buyer cannot return the delivery is borne by the buyer
object sold, agency – agent
can return the object in case he Art. 1468
is unable to sell the same to a - if considerations consists
third person partly in money and partly in
 sale – seller warrants the thing another thing, the transaction
sold, agency – agent makes no shall be characterized by the
warranty for which he manifest intention of the
assumers personal liability as parties
long as he acts within his - it shall be considered a barter
authority and in the name of if the value of the thing given
the seller as a part of the consideration
 sale – buyer can deal with the exceeds the amount of the
thing sold as he pleases, money or its equivalent,
agency – agent must act and is otherwise it is a sale
bound according to the
instructions of his principal contract of barter or exchange
- one of the parties binds
Art. 1467 himself to give one thing in
- contract of sale – contract for consideration of the other’s
the delivery at a certain price promise to give another thing
of an article which the vendor
in the ordinary course of his contract of sale
business manufactures of - vendor gives a thing in
procures for the general consideration for a price in
market money
- contract for a piece of work – - price certain in money or its
manufactured specially for the equivalent
customer and upon his special
order when distinction cannot be
determined
Sale vs piece of work - manifest intention of the
 contract for piece of work – parties is paramount
contractor binds himself to
 - such intention may be announcement is made, bidder
ascertained by taking into may retract his bid and
account the contemporaneous auctioneer may retract his
and subsequent acts of the goods unless the auction has
parties been announced to be without
- if intention cannot be reserve
ascertained, last sentence of - a right to bid may be reserved
the art. applies expressly by or on behalf of the
seller
Art. 1475 - where notice has not been
- contract of sale is perfected a given that a sale by auction is
the moment there is a meeting subject to a right to bid of
of minds upon the thing which behalf of seller, it shall not be
is the object of the contract lawful for the seller to bid
and upon the price himself or to employ or induce
- from that moment, parties any person to bid at such sale
may reciprocally demand on his behalf or for the
performance auctioneer to employ any
person to bid on behalf of the
Perfection of the contract of sale seller
- contracts are perfected by
mere consent Rules governing auction sales
- perfected without the  sales of separate lots by
necessity of any other auction are separate sales –
circumstance separate contract in regard to
- ownership is not transferred each lot , parties may
until delivery of the of the subsequently consolidate all
thing the purchases into one
- injured party may sue for the transaction
fulfillment or rescission with  sale perfected by the fall of the
the payment of damages hammer – bidder may retract
his bid and auctioneer may
effect of failure to pay price/absence withdraw his goods anytime
of price before the fall of the hammer
 price stipulated – demand  right of seller to bid in the
specific performance or auction
rescission with damages in o such right was reserved
either case o notice was given that
 no price stipulated – sale is the sale is subject to bid
void and non-existent on behalf of the seller
o right to bid by the seller
Art. 1476 is not prohibited by the
- each lot is subject to separate law or stipulation
contract of sale  where no notice
- perfected when auctioneer was given of
announces its perfection by right to bid –
the fall of the hammer, until unlawful for the
 seller to bid effect of accepted unilateral promise –
directly or a consideration distinct and separate
indirectly from the price will give rise to a
 prevent puffing perfected contract
or secret
bidding effect of bilateral promise – perfected
 notice was contract (consent from both parties)
given of right to
bid – secrecy of Art. 1483
puffing renders - a contract of sale may be in
it a fraud upon writing, or by word of mouth,
bidding or partly in writing and partly
by word of mouth, or may be
Art. 1479 inferred from the conduct of
- promise to buy and sell a the parties
determinate thing for a price is - subject to the provisions of the
reciprocally demandable statute of frauds
- accepted unilateral promise to
buy or to sell a determinate Form of contract of sale
thing for a certain price is  general rule – form of contract
binding upon the promisor if refers to the manner in which
the promise is supported by a it is executed of manifested
consideration distinct from the  where contract is covered by
price the statute of frauds – law
requires that it be in writing
kinds of promise treated in art. 1479 subscribed by the party
 accepted unilateral promise to charged, otherwise, contract
sell in which the promisee cannot be enforced by action
elects to buy  applicable statute – required
 accepted unilateral promise to for must be observed in order
buy in which the promisee that the contract may both be
elects to sell valid and enforceable
 bilateral promise to buy and  accdg to the statute of frauds,
sell reciprocally in which either the ff contracts must be in
of the parties chooses to exact writing
fulfillment o sale of real property at
a price not less than
effect of unaccepted unilateral P500
promise – no juridical effect or legal o sale of real property or
bond (policitation) an interest therein
regardless of price
option – privilege existing in one involved
person for which he has paid a o sale or property not to
consideration which gives him the be performed within a
right to buy/sell year from date thereof
regardless of the nature
 of the property and the
price involved
 where form is required only for
the convenience of the parties
– the sale may be registered in
the registry of deeds to make
effective as against third
persons the right acquired
under such sale

sale of real property

 sale of a piece of land or
interest therein when made
through an agent is void unless
the agent’s authority is in
writing
 sale must be registered in the
registry of deeds
 sale must be in a public
instrument or document
 sale of land in a private
instrument is valid as between
the parties but it cannot be
registered to bind or affect
third persons

statute of frauds applicable only to

executor contracts