Law Chapter 1 2024 PDF

**CHAPTER 1** **Definition of our contract sale** so sales is found the law on sales is found in the civil code of the Philippines. **Article 1458** By the contract of sale, one of the contracting parties obligates himself to transfer the ownership and to deliver a determinate thing and the othe...

**CHAPTER 1** **Definition of our contract sale** so sales is found the law on sales is found in the civil code of the Philippines. **Article 1458** By the contract of sale, one of the contracting parties obligates himself to transfer the ownership and to deliver a determinate thing and the other to pay there for a price certain and money or its equivalent. A contract of sale may be **absolute** or **conditional.** **Explanation:** so a contract of sale is a contract whereby one of the parties called the; \- **seller or the vendor obligates himself to deliver something to the other** \- called **the buyer or purchaser or vendi who binds himself to pay therefore a sum of money, or its equivalent known as the price.** So we encounter sales all the time and a contract of sale is an example of a contract, so we remember our obligations and contracts. **The CHARACTERISTICS of a contract of sale** 1. **Consensual-** it is perfected by mere consent. if there is meeting of the minds between the parties (kung nagkasundo na sila sa price or dun sa determinate thing na binibili) there is a contract of sale. **Does it have to be written?** **there are certain examples which need to be written for them to be enforceable** but basically a contract of sale is consensual it is perfected by mere consent (hindi kailangan nakasulat, hindi need ng written contract). **Example:** pumunta ka sa palengke at nagkasundo kayo ng tindera hindi mo pwedeng sabihin na wala naman tayong written contract, [meron] kasi a contract is perfected by mere consent. 2. **Bilateral** - both contracting parties are bound to fulfill obligations reciprocally towards each other. - so meaning the seller has to deliver and transfer ownership of the things sold and the buyer to pay the price. **Explanation**: basically, that's a contract to sale, so the buyer has to pay the price the seller has to deliver and transfer ownership of the thing. 3. **Onerous-** the thing sold is conveyed in consideration of the price **Explanation:** - **Gratuitous** - opposite of onerous - a contract of sale is [different] from a **contract of donation** (nagbibigay ka ng gamit out of love or out of you know etc) - sa contract of sale it is onerous you are selling the thing in exchange of money. 4. **Commutative -** the thing sold is considered the equivalent of the price. 5. **Nominate** - it is given a special name or designation under the civil code of the Philippines. **Explanation:** the law on sales is specifically provided for under the civil code (nakasulat talaga doon ang law on sales). 6. **Principal -** it does not depend for its existence and validity upon another contract. **Explanation:** so meaning a contract of sale can stand on its own. **What is the opposite of the principal?** Answer: accessory **Example of accessory contract** **\*contract of mortgage** (hindi pwedeng contract of a mortgage lang) \* Ano ang principal of contract nun? **[CONTRACT OF LOAN ]** - hindi ka pwede magsangla kung wala ka naman utang - sa pilipinas pag nag sangla ka ibig sabihin umuutang ka din, hindi ka magsasangla lang. the reason kung bakit ka nagsasangla is because you can enter into a contract of loan. **Pwede ka ba umutang ng wala kang sinasangla?** [YES pwede], you can enter in a contract of loan without entering into a contract of mortgage, BUT you [cannot] enter into a contract of mortgage by itself you also need to get into a contract of loan, so contract of sale is a principal contract. **What are the essential requisites of a contract of sale?** if you will notice it's similar to the essential requisites of a contract because a contract of sale is also a contract. 1. **Consent or meeting of the minds -** consent on the part of the seller or the vendor to transfer and deliver and on the part of the buyer to pay. There should be an **offer** and **acceptance** of the offer. **Explanation:** **\*** imagine yourself in a bargain \- pumunta kayo sa tyange, tinatanong mo yung nagbebenta magkano yung bbq TINDERA: 10 Pesos **Does it means there is an contract of sale?** WALA PA. - because there's no meeting of the minds ,WALANG Acceptance ng offer, it can be done silently. - yung meeting of the minds it does not have to be expressly given, it can be manifested through the actions of the parties. 2. **Object or subject matter-** the determinate thing which is the object of the contract. The thing must be determinate or at least capable of being made determinate because if the seller and the buyer defer regarding the things sold there is no meeting of the minds. The subject matter may be **real** or **personal property.** 3. **Cause or consideration-** the price certain in money or its equivalent. (1) As to the seller, the cause is the buyers promise to pay the price. As to the buyer, the cause is the seller\'s promise to deliver the thing sold. **Explanation;** 1. Kung bakit nagbebenta yung seller ito ay dahil dun sa promise ng buyer na babayadan sya. **Two KINDS of contract of sale** 1. **Absolute -** it's not subject to any condition whatsoever and where title or ownership passes to the buyer upon delivery of the things sold. **Explanation:** important and delivery ng thing na binebenta. \- without condition. **2. Conditional-** subject to certain conditions usually the full payment of the purchase price. In this, the delivery of the things sold does not transfer ownership until the conditions are fulfilled. **Explanation:** Ito ay kapag pinag usapan ng both parties ['hindi ko ililipat sayo yung ownership if hindi ka pa fully paid]' **General rule:** ownership passes to the buyer upon delivery of the thing sold. **Article 1459** **-**the thing must be licit and the vendor must have a right to transfer the ownership thereof at the time it is delivered. **Explanation:** - What is LICIT? - ***Subject matter must be licit or lawful.*** "dapat legal yung binebenta mo dapat hindi sya bawal" EX. Bumili ka ng illegal drugs and then hindi nadeliver sayo tapos pumunta ka sa court kasi hindi nadeliver sayo. Hindi pwede yun mahuhuli ka or worse. - ***Must not be contrary to law, morals, good customs, public order or public polic, then it should not be impossible.*** "hindi mo pwede ibenta sa ibang tao ang moon because those are you know impossible" - ***It must be within the commerce of men. Must not include those under public ownership such as public bridges, parks and those common to everybody like air sunshine etc.*** "Means that can legally be the subject of transaction." - must be wary in dealing to other people cause many are scammer just to get your money your hard-earned money. - ***Only rights which are not intransmissible or personal maybe the object of sale like right of usufruct etc.*** **What are example of intransmissible rights?** - Rights- Pwede ibenta under the law. - **EXAMPLE of instransmissible rights:** these are the right to vote marital and parental rights, because it's your constitutional right to vote assuming you have all the qualifications to vote. ***"***HINDI pwedeng sabihin na babayadan kita ikaw na bumoto para saakin". that's intransmissible. - **EXAMPLE of personal rights**: 1. are the right to be a partner in the partnership, 2. the right to act as an agent of another and 3. the right of the bailee to use the thing load in the contract of commodatum. **Kinds of ILLICIT THINGS** 1. **Illicit per se by its nature or per accidents the law makes it illegal.** - **EXAMPLE about elicit per se: decayed food unfit for human consumption** (bawal magbenta ng pagkain na expired). 2,.**Examples of things which are illicit for accidents- illegal drugs** **Right of the VENDOR to transfer ownership** **GENERAL RULE:** you can only sell what you own. (hindi pwede magbenta ng gamit ng ibang tao). **EXCEPTION:** this can be valid if the right to transfer ownership exists at the time of delivery. **\--NOT REQUIRED that the vendor has the right to transfer ownership at the time of perfection of the contract**. (hindi kailangan na hawak na nung vendor yung thing na ibebenta). **\--The sales is VALID as long as the seller has the right to sell the thing at that time the ownership needs to pass.** **\--Future Goods may be the subject matter of sale** **EXAMPLE:** Sale of crops yet to be harvested, the sale of chicks yet to hatch, the sale of property yet to be adjudicated by a court. **SUBJECT MATTER MUST BE DETERMINATE** 1. **A thing is determinate when it is particularly designated or physically segregated from all others of the same class.** **EXAMPLE:** is this ball pen that i\'m holding right now the shirt that i\'m wearing right now are those **determinate** yes they are because through my intention through my manifestation, i made them physically segregated or designated from all the others to the same class) (Madaming ballpen but by my manifestations i\'m selling you the ball pen that i\'m holding right now so this is now determinate) 2. **A determinate thing is identified by its individuality.** **EXAMPLE:** the car with a plate number AAA 555. 3. **Sufficient if the thing is determinable or capable of being made determinate without the necessity of a new or further agreement between the parties if there are further agreements needed as to a certain identity quantity or quality of the object then the sale is void.** Things having a potential existence might be the object of the contract of sale. The efficacy of the sale of a mere hope or expectancy is deemed subject to the condition that the thing will come into existence The sale of a vain hope or expectancy is void. **SALE OF THINGS HAVING POTENTIAL EXISTENCE.** 1. **A future thing not existing at the time of perfection of the contract may be the object of sale provided it has a potential or possible existence.** (example meron kang palayan tapos binebenta mo na yung magiging bigas na aanihin mo, pwde yun kasi alam mo nmn na tutubo sya) (magiging void if wala ka nmn palayan lets say nilolkko mo lng yung tao then that is void) 2. **It is reasonably certain to come into existence.** **EXAMPLE:** 1. the wine that the vine is expected to produce. 2. the grain of field may grow and 3. the milk a cow may yield. **SALES OF HOPE OR EXPECTANCY** 1. **Subject to the condition that the thing contemplated or expected will come into existence.** 2. **A sale refers to an *"expected thing"* not yet an existence** **not to the hope or expectancy.** 3. **Void if the hope or expectancy is vain such as sale of a falsified lot of tickets.** (nagbenta ka ng raffle ticket na expired that sale is void because wala kang chance na manalo dun) 4. **A sale of sweepstakes ticket is valid. Because the object of the contract is the hope itself. it\'s it is not subject to the condition that the hope will be fulfilled.** ( pagbenta ng lotto ticket is valid because what you\'re buying is the lotto ticket but you\'re buying the chance of winning the jackpot prize or consolation prize or whatever ) (pero if nagbenta ka ng fake na lotto ticket or expired raffle ticket that sale is void kasi walang chance na manalo) \-- it is valid because what you\'re buying is the hope. **SALES OF FUTURE GOODS** 1. **Goods to be manufactured raised or required.** 2. **Valid** 3. **Executorial contract** (gagawin palang) **that will be fulfilled by the delivery of the goods** (wala pang performance gagawin palang) **4.** **Different from a contract for a piece of work** **Article 1463** **The sole owner of a thing may sell an undivided interest therein.** **WHAT THE SELLER CAN SELL?** 1. **Sole owner may sell the entire thing.** - **can you sell the entire property by urself?** **YES** you can because the whole property is titled under your name.) 2. **Sole owner may sell only a specific portion thereof.** (kung ikaw may ari pwede ka magbenta ng portion kalahati o 1/4 as long as the the thing is capable of being subdivided pwede un.) 3. **Sole owner may sell an undivided interest therein,and such interest may be designated as an aliquot part of the whole making the buyer and seller co-owners of the thing.** (ex. 4 kayo magkakapatid so ung minana nyo tig 1/4, tapos ikaw gusto mo ibenta entire property yung iba ayaw ibenta. - **can you sell the property by urself?** - **can you sell the whole property on behalf of your siblings or your co-heirs or co-owners?** the answer is **NO.** (kailangan meron consent ng lahat ng co-owner mo) - **what if ang gusto mo lng ibenta yung portion mo na 1/4 pwede ba yun?** **Yes** pero pwedeng bilhin yun ng kapatid mo dun sa pinagbentahan mo) **MEANING OF FUNGIBLE GOODS** 1. **Goods of which any unit is treated as the equivalent of any other unit** **EXAMPLE:** grain, oil, wine or gasoline. (let\'s say bigas nag bibili ka ng dinorado rice nakalagay sya usually sa sako and bibili ka isang kilo lng kukuha kikiluhin un ung fungible goods) kayang i measure. 2. **Buyer becomes co-owner with the seller of the whole mass in the proportion in which the definite share bought bears to the mass.** **EXAMPLE:** 250 cavans out of 1000 cavans, that\'s 1/4 of the contents. (tinuro sa tindera na pabili ng isang kilo the moment na sinabi mo un at pumayag ung tinder lets says there is a perfected consent then hindi pa nadedeliver sayo ung bigas then you are a co-owner of that.) **Article 1465** Thing subject or a resolutory condition may be the object of the contract of sales. **SALE OF THING SUBJECT TO RESOLUTORY CONDITION** 1. **Resolutory condition -** is an uncertain event, the happening of which extinguishes the obligation. - also extinguish the right acquired in sale. - **opposite of suspensive condition**. **EXAMPLE:** sale of land to a third party under pacto recto (right to repurchase). **[Suspensive condition]** **[Respiratory Condition]** **[Suspensive Condition]** 2. **The happening of the resolutory condition will also extinguish the right acquired in a sale.** **Example:** Sale of land to a third party under pacto de retro sale (sale with the right to repurchase). S (vendor a retro) sold a parcel of land to B (vendee a retro) subject to the condition that S can repurchase the property within two years from the date of sale. If B sells the parcel of land before the lapse of two years to a third person, S will have a better right to the title. \- ginawa nila ito kasi minsan yung tao wala talgang intension to sell his property ang gusto niya lang gawin ay umutang kunware. \- within 2 years pwedeng irepurchase ni seller yung property nya from the buyer with the right to repurchase. **Example:** Exercised by the mortgagor of the right of redemption. For failure of S to pay his debt this land was foreclosed and was sold to be the highest bidder the mortgager may redeem the property at any time within one year from the date of sale. -Umutang sa bank and house ung collateral tapos fail na nabayadan ung loan ang ginawa ni bangko foreclosed ung property now there is a highest bidder na bumilinung property. \> **Will the highest bidder will be the new owner?** [NO], because under the law, if the property is foreclosed the mortgagor is granted by law by one year of right to redemption from the date of auction sale. **DIFFERENCE BETWEEN SALE AND AGENCY TO SELL** 1. **(Sale) in the contract of sale it is a contract where one of the parties delivers to another a determinate thing in exchange for a some certain and money** 1. **(Contract of Agency) a person binds himself to do render some service or to do somethingin representation or on behalf of another with the consent or authority of the latter** (nagbebenta ng property yung parents mo and then yung parents mo is always busy they can give you the authority to sell their property ano ibibigay nila sayo?anong proof nung authority nung binigay nila sayo Special Power of Attorney pag property pinag uusapan it has to be notarized ) 2. **(Sales) Buyer in the contract of sale the buyer receives the goods as owner.** 2. **(Contract of Agency) the agent receives the goods as the goods of the principal who retains his ownership over them** 3. **(Sale) the buyer has to pay the price** **3.1 (Contract of Agency) the agent has to account for the proceeds of the sale he may make on the principal\'s behalf** **4. (Sale) the buyer cannot return the object sold as a general rule** **4.1 (Contract of Agency) the agent can return the object in case he is unable to sell the same to a third person.** **5. (Sale) the seller warrants the thing sold** **5.1 (Contract of Agency) the agent makes no warranty as long as he acts within his authority and in the name of the seller** **6. (Sale) the buyer can deal with the thing as he pleases** **6.1(Contract of Agency) the agent must act and is bound according to the instructions of his principal** **Difference between sale and the contract for a piece of work** **what is a contract for a piece of work?** **Example :** let\'s say you are an extraordinary person let\'s say The size of your foot is 20. If magpunta ka sa mall may mahahanap ka ba na size 20?. So what will you do ofcourse id to go to a shoe maker para magpagawa ng sarili mong sapatos that is what you called a CONTRACT FOR A PIECE OF WORK. **Difference between a contract of sale and the contract of barter** **or exchange** 1. **Contract of sale is a contract where one of the parties delivers to another a determinate thing in exchange for some certain money** 1. **(Barter)one of the parties binds himself to give one thing in consideration of the others promise to give another thing**. **How does the term how to determine if sale or barter if the exchange consists partly in money and partly and another thing** 1. Manifest intention of the parties is paramount taking into consideration the contemporaneous and subsequent acts of the parties 2. If the intention cannot be ascertain.IT IS ONLY A BARTER ,if the value of the thing given as a part of the consideration exceeds the amount of the money or its equivalent **Example:** A and B enter it into a contract where by A delivered a book in exchange for B ballpen plus 500 pesos cash (maliit yung presyo ng ballpen sa 500 pesos then it is a contract of sale already kasi mas mataas ang presyo nung 500 pesos kesa sa ballpen) **NO SALE IF PRICE IS NOT CERTAIN OR ASCERTAINABLE** 1. **There can be no sale without the price** 2. **Price must be certain or capable of being ascertained**. Explanation: Di ka pwede magbenta ng bagay na walang presyo Pag ganan d ka pwede kasuhan kasi there is no meeting of the minds **CASES WHEN PRICE IS CONSIDERED CERTAIN.** 1. **If the parties have fixed or agreed upon** **a definite amount** 2. **Iif it is with reference to another thing certain. This only applies when no specific amount has been stipulated by the parties.** (Kung ano ang sinabing presyo ng both parties then yun yung susundin) 3. **If the determination of the price is left to the judgment of a specified person or persons. This only applies when no specific amount has been stipulated by the parties** (sa **no. 2** pano pag sinabi na ibebenta ko sayo yung lemon ang presyo nito ay kapareho ng presyo ng nasa divisoria?)- is there a valid sale or contract?NO,very broad madaming presyo ng lemon sa divisoria. Pwede bang hird party ang mag determinant price? YES,kung payag ang both parties na third party ang mag determine ng price pwde yun. **EFFECT WHERE PRICE IS FIXED BY THIRD PERSON DESIGNATED** (buyer and seller hindi magkasundo sa price na sinabi nila. Si C nlng ang mag sabi ng price para satin) **GENERAL RULE:** The price fixed by the third person specified by the parties binds the parties (Si A at B pumayag sila na si C na mag set ng price nila pwede yung decision ni C yun ang susundin) **EXCEPTION:** 1. **When the third person acts in bad faith or by mistake when the third person fix the price having in mind a different thing. The court may fix the price thereof.** (if hindi kayo magkasundo sa price means that there is no sale) Kelan magddetermine ang court ng price? \*if yung parties nag designate ng third person na mag set ng price pero mali. 2. **When the third person disregards specific instructions or the procedure laid down by the parties fixed an arbitrary price.** **EFFECT WHERE PRICE IS NOT FIXED BY THIRD PERSON DESIGNATED** 1. **If the third person designated by the parties refuses or cannot fix it WITHOUT THE FAULT OF EITHER THE SELLER OR THE BUYER, the contract shall become ineffective as if no price had been agreed upon unless the parties agree upon the price.** 2. **If the third person was prevented from fixing the price by the FAULT OF EITHER THE BUYER OR SELLER, the innocent party may obtain redress** **against the party and fault. The innocent party may choose between RECESSION OR FULFILLMENT, with damages in either case if the innocent party chooses fulfillment the court shall fix the price all** (pag yung third person is kinuntyaba or pinigilan nung either buyer or seller babaan or taasan yung presyo the innocent party can choose rescission or fulfillment decision will be cancellation of salekase may damage sa innocent party) (fulfilment pwde ituloy yung sale **EFFECT OF GROSS INADEQUACY OF PRICE** **EXCEPTION;** inadequacy of price may indicate the defect in the consent such as when fraud, mistake or undue influence is present. In this case the contract may be annulled. What are the difference between anulled and rescinded? (hindi tuloy yung sale) **Annulled-** Meron vitiation sa consent. \*Tinutukan ka ng baril para ibent amo yung lupa mo ang remedy ng seller is annullment yung sale kasi kaya ka lng pumayag is tinutukan ka lng ng baril. **Rescinded-** Meron damage sayo. \*pag kinuntyaba yuing 3^rd^ party may damage sayo leasion of the 1/4 of the price then the remedy is rescission. **In this case not the contract may be annulled not because of inadequacy of price but because the consent is vitiated or when the price is so grossly inadequate or low has to be shocking to the court\'s conscience that no man in his right mind would accept.** **Example:** Nag benta ng property sa bayan ng lucena worth 10 Million pesos wat if binenta mo lng ng 5 M it is valid YES, its valid the general rule is affect the gross inadequacy of price does not mean that it\'s automatically uh defectiv What if binenta ng 100K? kaduda duda baka may force na nangyari but as a general rule it is a valid sale a general rule valid **EFFECT WHERE THE PRICE IS SIMULATED** 1. **it is VOID** 2. **If the party is really intended for a donation the sale is void but the contract of donation is still valid.** (madaming nag papatransfer ng lupa na akala nila na ang need lng is deed of sale but the truth is wala nmn nangyayari na exhange of money lets say na binebenta mo sa kamag anak mo walang exchange of money pero may exhange ng lupa no intention of sale ang nangyayari is donation.) 3. **If the parties really did not intend any sale at all the contract is quiet and inexistent.** (the most effective contract is a void contract it is void from the very beginning it is incapable of being ratified so it\'s not capable of ratification) **FIXING OF PRICE BY ONE OF THE CONTRACTING PARTIES IS NOT ALLOWED** 1. **The validity or compliance of the contract cannot be made to depend upon the will of one party** (Hindi pwede na yung buyer lng ang magseset ng price or seller lng without the other partys agreement ) 2. **However if the price fixed the one party is accepted by the other the contract is deemed perfected.** EFEECT OF FAILURE TO DETERMINE PRICE 1. **If the contract is executory (nothing is paid or delivered yet)-** The contract is without effect if the price cannot be determined. There is no obligation by the vendor to deliver the thing and no obligation by the vendee to pay. 2. **Where the aware delivery has been made-** **STAGES OF CONTRACT OF SALE** 1. **Negotiation-** The time the prospective contracting parties indicate interest in the contract until the time the contract is perfected. (nag uusap yung both parties buyer and seller about determinate thing and price etc.) 2. **Perfection-** This takes place upon the concurrence of the essential elements of the sale it is a[lso known as the meeting of the minds] as to the object and upon the price. 3. **Consummation-** When the parties perform their respective undertakings culminating the extinguishment of the contract. What stage gives birth to the contract to sale? **Ans**. Perfection that\'s your new meeting of the minds **OWNER HAS THE RIGHT TO FIX HIS OWN PRICE** 1. **Owner has the right to quote his own price,** **reasonable or unreasonable** 2. **It is up to the prospective buyer to accept** **or reject it.** (But in the philippines pag may nag bebenta ng mahal yung buyer namumula na ang mahal nmn nito ) **RULES GOVERNING ACTION SALE** 1. **Sales of separate lots by auction are separate sales.** 2. **Sale is perfected by the fall of the hammer or in other customary manner.** 3. **The seller or his agent may bid in an auction sale provided such right was reserved and that notice was given that the sale is subject to a right to bid on behalf of the seller, and the right to bid by the seller is not prohibited by law or by stipulation.** **GENERAL RULE:** Ownership of the thing is transferred by the delivery. 1. **Purchaser acquires a real right ownership of the** **thing after delivery.** 2. **Delivery may be actual or constructive.** (Kung may real right mayron personal right) **Personal right-** Right against specific person. **Real right-** It is your right against the world. It is your right to hold the thing against the whole world. (mag kakaroon lng yung buyer ng real right sda thing kapag nakuha or kapag nadeliver na sakanya yung thing) - Pag di pa na dedeliver personal right palang yun against the seller. **EXCEPTION:** When the parties stipulate that despite the delivery the ownership of the thing shall remain with the seller until the purchaser has fully paid the price. 1. Delivery is still needed to convey the ownership. (ownership malilipat lng if fully paid na yung price but in general rule the ownership is transfer upon delivery **KINDS OF PROMISES WHICH ARE RECIPROCALLY DEMANDABLE.** 1. **Aan accepted unilateral promise to sell in which the promiosee (acceptor) elects to buy.** ( for example the promise is ibebenta mo sakin yung ballpen na hawak mo ngaun for 10 pesos I agree) Kahit verbal is okay because it\'s less than 500 pesos hndi kailan in writing Ican demand for the ballpen and you can demand for the payment 2. **Accepted unilateral promise to buy in which the promisee (acceptor) elects to sell** 3. **A bilateral promise to buy and sell reciprocally accepted in which either of the parties chooses to exact fulfillment** **EFFECT OF UNACCEPTED UNILATERAL PROMISES OF OFFER.** 1. No juridical effect or legal bond 2. Unaccepted offer is called a policitation. Example: S offers or promises to sell to B his cat for 1000 pesos and B just lets the promise go by without accepting it neither S nor B is bound by any contract **OPTION CONTRACT-** -Is a privilege of a person which gives him the right to buy or sell a certain merchandise for a certain property if he so chooses. \- There is a need for payment of option money which is separate and distinct from the purchase price in order to have an option contract (option money must be separate and distinct from the purchase price) -It is only when the option is exercised when a sale may be perfected. **Example :** If S offers or promises to sell to B his cat for 1,000 pesos and B paid 100 pesos to S for giving him the right to buy the cat if he or she chooses within an agreed period at the fixed price its acceptance produces consent or meeting of the mind. (B is undecided sabi nya kay S bigyan mo ko one week to decide if one week d ko kinuha sayo na yung 100 pesos)The offer stands if may option money. Pwede mag deny and seller sa option money buty if tinanggap kailang I honor nya yung offer ni buyer 1. **If the determinate thing is lost before perfection-** The seller bears the risk of loss in accordance with the principle that the thing perishes with the owner (res perit domino)the latin term. (seller bago nya pa mabenta sayo nasunog yung tindahan who bears the risk of loss si seller) 2. **If the thing is lost at the time of perfection-** The contract is void or inexistent. Same effect when the object is lost before the perfection of the contract. (sa time na magbibigay ka plng ng consent. Walang item na binibigay sayo or nawala na) 3. **If the thing is lost after perfection but before its delivery-** The risk of loss is borne by the buyer okay by the buyer. This is an exception of res perit domino. This is because the buyer also enjoys the fruits of the thing after perfection but before delivery. (may binibili na aso hindi nadeliver sayo pero meron ng perfection then yung aso nanganak sino ang entitled sa puppy is it the buyer or the seller? IT IS THE SELLER) \*if the sale of fungible things (example:bigas , palay, oil mga nasusukat or namemeasure) sold for a price fixed in relation to weight number or measure they must first be weighed counted or measured and delivered in order to transfer the risk of loss to the buyer however the vandee will still assume the risk if the vendee incurred the delay in receiving the goods. (bumili ka ng palay hindi pa sya nasusupot hndi pa nadedeliver sayo and then nasunog who bears the loss?SELLER)perfected sale (what if na timbang pero nasa seller padin who bears the risk of loss?BUYER) 4. **If the thing is lost after delivery to the buyer-** The buyer bears the risk of loss based on the principle of res perit domino. **SALES OF GOODS BY DESCRIPTION AND?OR SAMPLE** 1. **The buyer is given a reasonable opportunity of comparing the bulk with the description or the sample** 2. **Bulk of the goods means the goods themselves as distinguished from the sample and/or description with which they must correspond**. (Bigas bibili ka ng 10 sacks hnd mo inspect isang butil but you inspect or check by the sample provided by the seller) (the buyer is given a reasonable opportunity of comparing the bulk with the description or the sample para mag karon ng quality check yung buyer kung tama ba yung binibili nya) **SALE BY DESCRIPTION** 1. Where the seller sells the thing as being of a particular kind a buyer not knowing whether the seller\'s representation are true or false but the buyer relies on them as true 2. Where the buyer has not seen the article sold and relies on the description given him by the seller 3. Where the buyer has seen the goods but the want of identity of the goods delivered do not correspond with the description. (pag hindi tugma sa description the contract may be rescinded) 4. The contract may be rescinded if the bulk of the goods do not correspond with the description. (hindi annulled kasi walang initiation ng consent rescinded kasi may pangloloko in a sense na ibang bagay yung binigay) **SALES BY SAMPLE\ ** 1. The parties contracted solely with reference to the sample with understanding that the bulk was like it. 2. It must appear that the exhibition of the sample by the seller was an inducement of the sale or formed the sold basis thereof 3. The vendor warrants that the things sold and to be delivered by him shall conform with the sample and kind character and quality. (ito yung sample dapat yung bulk dapat kapareho ng sample) **SALE BY DESCRIPTION AND SAMPLE** 1. When the sale is made both by sample and by description 2. The goods must satisfy all the warranties appropriate to either require the sale 3. The bulk of the goods must correspond with the sample in the description BOTH **Article 1482** Whenever earnest money is given in contract of sale, it shall be considered as part of the price and as proof of the perfection of the contract. **MEANING OF EARNEST MONEY** 1\. Money given by the buyer to the seller to bind the bargain. (option money binibigyan mo si seller nito pag mag karon yung buyer ng panahon to decide kung bibilhin or hindi) 2.Actually a partial payment of the purchase price and it is considered the proof of the perfection of the contract. ( so earnest money ay mayroon ng perfection in sales ang option money wala pang perfection of sale) better than perfection better than perfected sale 3.Advanced payment 4\. Must be deducted from the total price. 5\. Option money may become earnest money if the parties agree. **Difference between earnest money and option money** **Earnest money-** part of the purchase price **Option money-** money given is distinct consideration for the option contract (option money hiwalay sa presyo nung thing) **Earnest money-** Given when there is already a perfected sale. **Option money-** No perfected sale. **Earnest money-** When earnest money is given, the buyer is bound to pay the balance. **Option money -** the person who gave the option money is not required to buy. (because the buyer may choose whether to buy or not) **FORM OF CONTRACT OF SALE** **GENERAL RULE:** it may be in any form it can be written or oral. **EXCEPTION:** If it is covered by the statute of frauds (it must be in writing otherwise the contract of sale is unenforceable) ( yet it\'s not void but it is unenforceable) **CONTRACT OF SALE UNDER STATUTE OF FRAUD.** A. Sale of personal property at a price not less than 500 pesos. - 500 pesos above should be in writing for it to be enforceable B. Sale of real property or an interest area regardless of the price; - civil code ginawa 1950 during the time ang 500 pesos madami ka na mabibili nun. c\) Sale of property not to be performed within a year from the date thereof regardless of the nature of the property and the price of sale. - under statute of frauds, sale of real property or the interest - the sale of a parcel of land or interest - they\'re in made through an agent is void unless the agent\'s authority is in writing. - no the sale of a person of man or interested in made through an agent this void unless agent\'s authority is in writing. - authority must be in writing - better than what through an agent yes right there does it have to be in writing - sale must be in a public instrument exhibit a public instrument it has to be notarized and registered before the registry of deeds where the land is located. - if it isn\'t a private instrument only it is only valid between the parties and not us against third person and special power of attorney. - statute of frauds it is applicable only to executory contracts are those where there is no performance such as delivery or payment yet by either party so it\'s like secretary contract - **partial performance** is reliable evidence of the intention of the parties of the existence of the was in the first place but more than 500 pesos indeed writing **what are the remedies of the vendor so the seller now what are the remedies of the seller** - in the sale of personal property payable installment - highlighted personal property and personal property number one elect if what has been constituted if the vandy shall have failed to pay two or these remedies are alternative and are not to be exercised cumulatively or successively of the right to resort to the others so what is the right of the vendor to recover the paid balance of the purchase price so remedy specific performance - if specific performance is chosen the buyer is still liable for that paid balance if the proceeds of the execution sale still falls below unpaid balance okay so remedy the cancellation. - the buyer can demand only the return of payments already made unless there is a stipulation about forfeiture in the remedy **foreclosure.** **there shall be no further action for the recovery of any unpaid balance of the price and the agreement to the contrary.** - all right so recovery of deficiency after foreclosure is prohibited the mortgagee is limited to the proceeds of the auction state of the property included in the mortgage to prevent the mortgage from buying the mortgage property a foreclosure sale for a low price and then bringing suit against the mortgage order for a deficiency judgment. **Foreclosure of charter mortgage** - a stipulation authorizing for feature of installments or rents paid - the parties may stipulate that the installments or rents paid are not to be returned - it is violated so far as they are not unconscionable under the circumstances of a portion of the total amount paid in installments - for the buyer okay the court has that power only if unculturable under the circumstances so expenses for execution and registration the parties can stipulate who shall pay but the vendor has the duty to pay for the expenses for the execution of the sale and the registration of the sale - **in the absence of agreement as to who shall pay** the vendor shall pay for the further expenses - **the buyer shall shoulder the payment of all expenses** subsequent to the transfer of the titan ###