Sales (Title VI, Arts. 1458-1637) - Nature and Form of the Contract

Introduction to Sales LawPage 1

Sales are currently governed by the Civil Code of the Philippines, which incorporates civil and common law principles, specifically drawing from the Uniform Sales Act of the United States to address modern business practices like 'future goods' and rights of unpaid sellers.

Concept and Characteristics of a Contract of SalePage 4

A contract of sale is an agreement where one party (seller) obligates themselves to transfer ownership and deliver a determinate thing, while the other (buyer) pays a price certain in money or its equivalent. Key characteristics include: it is consensual, bilateral, onerous, commutative, nominate, and principal.

Essential Requisites of a SalePage 8

A valid contract of sale requires: (1) Consent or meeting of the minds, (2) Object or subject matter (a determinate thing), and (3) Cause or consideration (the price). Absence of any of these elements renders the contract non-existent or void.

Contract of Sale vs. Contract to SellPage 17

A critical distinction exists: in a contract of sale, ownership transfers upon delivery, and non-payment is a resolutory condition allowing for rescission. In a contract to sell, ownership is reserved by the seller until full payment, which acts as a positive suspensive condition.

Object of the ContractPage 25

The object of a sale must be licit and the seller must have the right to transfer ownership at the time of delivery. Future goods and things with potential existence (e.g., a harvest) can be objects of sale, but the sale of a 'vain hope' is void.

Price and InadequacyPage 50

The price must be certain, either by direct agreement, reference to another thing, or determination by a third party. While gross inadequacy of price does not generally invalidate a voluntary sale, it may indicate a defect in consent or suggest the transaction is an equitable mortgage or donation.