CONTRACT OF SALE

Rights of the Vendor

Right to Bid

Right to Demand Fulfillment of

Obligation of Vendor

Right to Cancel the Sale

Right to Foreclose Chattel Mortgage

Over the Thing Sold

Right to retain the goods

Right of stoppage in transitu

CONTRACT OF SALE
Rights of the Vendor

Right to resell

Right to rescission

Right not to deliver

Right not to deliver

Right to Action for the Price of the

Goods

Right to Action for Damages

CONTRACT OF SALE
Rights of the Vendee

Right to Rescission

Right to Rescission

Right of Refusal to Accept Delivery

or Reject the Goods

Right to All the Fruits Of the Thing

Sold

CONTRACT OF SALE
Rights of the Vendee

Right to Examine the Goods

Right to Demand Recovery or

Return of the Price Paid

Right to Claim Damages

Other Rights

CONTRACT OF SALE
Obligations of the Vendor

Transfer the Ownership Of and

Deliver the Thing Sold

To Warrant The Thing Sold

To Warrant The Thing Sold

CONTRACT OF SALE
Obligations of the Vendor
To Preserve the Thing Pending its
Delivery

Bear the Expenses

CONTRACT OF SALE
Obligations of the Vendee

Accept Delivery and Pay the Price

Return the Thing Sold

CONTRACT OF SALE
Rights of the Vendor
Article 1476 enumerates the provisions governing sale by auction and number (3) provides that,
consequentially, when it was reserved expressly by or on behalf of the seller and unless otherwise
provided by law or by stipulation, the vendor has the right to bid.

Article 1484 states that in a contract of sale of personal property in installments, the vendor has the
right to exact fulfillment of the obligation should the vendee fail to pay.

Article 1484 also provides the vendor the right to cancel the sale should the vendee fail to pay two or
more installments in sale of personal property in installments.

Also, in sale of personal property in installments, Article 1484 grants that a vendor may foreclose the
chattel mortgage on the thing sold, if one has been constituted should the vendee fail to pay two or
more installments in sale on personal property in installments.

By stipulation pursuant to Article 1478 where both the vendor and the vendee has the right to
stipulate that ownership in the thing shall not pass to the purchaser until he has fully paid the price.
Article 1503 provides that in sale of specific goods, the seller has the right to reserve the right of
possession or ownership.

The vendor also has the right not to deliver the thing sold, if the vendee has not paid him the price, or
if no period for the payment has been fixed in the contract as provided for under Article 1524.

Article 1527 states that when the vendor is an unpaid seller of goods, the vendor has the right of lien
and has the right to retain possession of such goods in three (3) instances:
1.) Where the goods have been sold without any stipulation as to credit;
2.) Where the goods have been sold on credit, but the term of credit has expired;
3.) Where the buyer becomes insolvent.

And when the unpaid seller has made part delivery of the goods, he may still exercise his right of lien
on the remainder, unless such part delivery constitutes waiver on his part of the lien or right of
retention pursuant to Article 1528.

Under Articles 1530 and 1532, the unpaid seller who has parted with the goods has the right of
stopping the goods in transitu when the buyer of goods is or becomes insolvent.
How exercised:
1.) By obtaining actual possession of the goods, OR
2.) By giving notice of his claim to the carrier or other bailee in whose possession the goods are.

CONTRACT OF SALE
Rights of the Vendor

Article 1533 provides that the vendor has the right to resell the goods.
When Exercised:
1.) Where the goods are of perishable nature;
2.) Where the seller expressly reserves the right of resale in case the buyer should make default; or,
3.) Where the buyer has been in default in the payment of the price for an unreasonable time.

Article 1545 grants the vendor the right to rescission when in a contract of sale subject to a
condition, such condition was not performed by the vendee unless the former waives the
performance of such condition.
The vendor also has the right to rescission when he has reasonable grounds to fear the loss of
immovable property sold and its price as provided for under Article 1591.

And Article 1597 provides that the vendor has the right to rescind the contract of sale by informing
the buyer of his action to do when the goods have not been delivered to the buyer and the buyer has:
1.) repudiated the contract of sale,
2.) manifested his inability to perform his obligations thereunder, or
3.) committed a breach of the contract of sale.

The second paragraph of Article 1526 grants the unpaid seller the right of withholding delivery
similar to and coextensive with his rights of lien and stoppage in transitu where the ownership in the
goods has not passed to the buyer.

In Article 1536, the vendor has the right not to deliver the thing sold in case the vendee should lose
the right to make use of the terms as provided in Article 1198.

As provided in Article 1595, the seller may maintain an action for the price of the goods
1.) When the buyer has the ownership of the goods and he wrongfully neglects or refuses to pay for
the goods,
2.) Even though ownership in the goods has not passed to the buyer but the price is payable on a
certain day and the buyer wrongfully neglects or refuses to pay such price,
3) Although the ownership in the goods has not passed, if they cannot readily be resold for a
reasonable price, and the buyer refuses the offer to deliver and to receive the goods.

Pursuant to Article 1596, the seller may maintain action for damages when:
Where the buyer wrongfully neglects or refuses to accept and pay for the goods.

CONTRACT OF SALE
Rights of the Vendee

Article 1481 grants the vendee the right to rescission in a contract of sale of goods by description or
by sample if:
1.) the bulk of the goods delivered do not correspond with the description or the sample,
2.) the contract be by sample as well as description, it is not sufficient that the bulk of goods
correspond with the sample if they do not also correspond with the description.

The vendee has the right to rescission provided for under Article 1545 when in a contract of sale
subject to a condition, such condition was not performed by the vendor unless the vendee waives the
performance of such condition.

Pursuant to Article 1556, the vendee may demand rescission of the contract when:
1.) he loses a part of the thing sold of such importance in relation to the whole, that he would not
have bought it without said by reason of the eviction,
2.) two or more things have been jointly sold for a lump sum, or for a separate price for each of them,
if it should clearly appear that the vendee would not have purchased one without the other.

In sale of immovable property, if the immovable sold should be encumbered with any non-apparent
burden of such a nature that it must be presumed that the vendee would not have acquired it had he
been aware thereof, he may ask for the rescission of the contract as provided for under Article 1560.

Article 1599 provides the actions a vendee may choose where there is a breach of warranty by the
seller and one of these is, should the vendee elect to do so, rescission of the contract of sale.

Article 1522 enumerates instances when the vendee may refuse to accept delivery or to reject the
goods, thus:
1.) Where the seller delivers a quantity of goods less than he contracted to sell,
2.) Where the seller delivers a quantity of goods larger than he contracted to sell, the buyer may
accept the goods included in the contract and reject the rest,
3.) Where the seller delivers to the buyer the goods he contracted to sell mixed with goods of a
different description not included in the contract, the buyer may accept the goods which are in
accordance with the contract and reject the rest.

This right is available to the vendee under Article 1537.

CONTRACT OF SALE
Rights of the Vendee

Under Article 1584, the vendee has the right to examine the goods delivered to him.

In Article 1569, the vendee has the right to demand of the vendor the price which he paid, less the
value which the thing had when it was lost if the thing sold had any hidden fault at the time of the
sale and thereafter be lost by a fortuitous event or through the fault of the vendee.

The vendee may recover the price or any part thereof which has been paid when there is a breach of
warranty by the seller and the vendee has elected rescission of the contract of sale as provided for
under Article 1599.

In sale of immovable property, if the immovable sold should be encumbered with any non-apparent
burden of such a nature that it must be presumed that the vendee would not have acquired it had he
been aware thereof, and the vendee failed to bring an action for rescission of the contract within one
year, he may only bring an action for damages thereafter pursuant to Article 1560.

The vendee has the right to claim damages against the vendor when the latter acted in bad faith
where the thing sold had any hidden fault at the time of the sale and was lost by a fortuitous event or
through the former's fault pursuant to Article 1569.

Article 1555. When the warranty has been agreed upon or nothing has been stipulated on this point,
in case eviction occurs, the vendee shall have the right to demand of the vendor:
(1) The return of the value which the thing sold had at the time of the eviction, be it greater or less
than the price of the sale;
(2) The income or fruits, if he has been ordered to deliver them to the party who won the suit against
him;
(3) The costs of the suit which caused the eviction, and, in a proper case, those of the suit brought
against the vendor for the warranty;
(4) The expenses of the contract, if the vendee has paid them;
(5) The damages and interests, and ornamental expenses, if the sale was made in bad faith.

CONTRACT OF SALE
Obligations of the Vendor
Pursuant to Articles 1497 to 1501, there is delivery of the thing sold:
1.) when it is placed in the control and possession of the vendee;
2.) through the execution of a public document;
3.) by mere consent of the parties or when the vendee, at the time of the sale, already has the
possession of the thing sold;
4.) when the possession of the vendor is no longer that of an owner in traditio constitutum
possessorium;
5.) by placing of the titles of ownership in the possession of the vendee.

The vendor also has the obligation to deliver the thing sold and its accessions and accessories in the
condition in which they were upon the perfection of the contract under Article 1537.
Under Article 1521, the vendor is obligated to send the goods to the buyer within a reasonable time.

Articles 1547 provides that the vendor warrants the thing sold against eviction and hidden defects,
thus:
(1) An implied warranty on the part of the seller that he has a right to sell the thing at the time when
the ownership is to pass, and that the buyer shall from that time have and enjoy the legal and
peaceful possession of the thing;
(2) An implied warranty that the thing shall be free from any hidden faults or defects, or any charge
or encumbrance not declared or known to the buyer.

Warranty Against Eviction

The vendor shall answer for the eviction despite non-stipulation in the contract
(Article 1548, paragraph 2).
Where the vendee has renouned the right such warranty and eviction takes place, the
vendor shall pay the value which the thing sold had at the time of eviction pursuant to
Article 1554.

Corollary to Article 1558, when the vendor is summoned in the suit for eviction at the
instance of the vendee, the former is obliged to make good the proper warranty.
Warranty Against Hidden Defects
Under Article 1566, the vendor is responsible to the vendee for any hidden defects in
the thing sold, even though he was not aware thereof unless the contrary has been
stipulated and the vendor was not aware of the hidden defects in the thing sold.

The vendor shall bear the loss of the thing sold should it be lost in consequence of the
hidden faults and the vendor was aware of them. The vendor shall be obliged to
return the price and refund the expenses of the contract, with damages. If he was not
aware of them, he shall only return the price and interest thereon, and reimburse the
expenses of the contract which the vendee might have paid as provided for under
Article 1568.

Articles 1569 obligates the vendor to pay damages to the vendee when the former
acted in bad faith when the thing sold had any hidden fault at the time of the sale, and
should thereafter be lost by a fortuitous event or through the fault of the vendee.

CONTRACT OF SALE
Obligations of the Vendor
Pending delivery of the thing sold, the vendor is obliged to take care of it with the proper diligence of
a good father of a family, unless the law or the stipulation of the parties requires another standard of
care, pursuant to Article 1163.

Article 1487 provides that, unless the contrary is stipulated, the expenses for the execution and
registration of the sale shall be borne by the vendor.

CONTRACT OF SALE
Obligations of the Vendee
Pursuant to Article 1582, the vendee is bound to accept delivery and to pay the price of the thing sold
at the time and place stipulated in the contract.

Under Article 1589, the vendee is obliged to pay interest for the period between the delivery of the
thing and the payment of the price, when:
1.) So stipulated;
2.) The thing sold and delivered produce fruits or income;
3.) He is in default, from the time of judicial or extrajudicial demand for the payment of the price.

The buyer is obliged to pay at the contract rate when:

1.) In sale of goods, the seller delivers a quantity of goods less than he contracted to sell and the
buyer accepts or retains the goods so delivered, knowing that the seller is not going to perform the
contract in full, (Artcile 1522)
2.) In sale of goods, the seller delivers a quantity of goods larger than he contracted to sell and the
buyer accepts the whole of the goods so delivered. (Artcile 1522)
3.) In sale of real estate, there is a greater area or number in the immovable than that stated in the
contract, and the vendee accepts the whole area. (Article 1540)

In Article 1556 it is provided that the vendee who chooses to demand for rescission of the contract, is
obliged to return the thing without other encumbrances that those which it had when he acquired it.

CONTRACT OF SALE
Rights of the Vendee

Right to Rescission

Right of Refusal to Accept Delivery

or Reject the Goods

Right to All the Fruits Of the Thing

Sold

CONTRACT OF SALE
Rights of the Vendee
Right to Examine the Goods

Right to Demand Recovery or

Return of the Price Paid

Right to Claim Damages

Right to Claim Damages

Other Rights

CONTRACT OF SALE
Rights of the Vendee

Article 1481 grants the vendee the right to rescission in a contract of sale of goods by description or
by sample if:
1.) the bulk of the goods delivered do not correspond with the description or the sample,
2.) the contract be by sample as well as description, it is not sufficient that the bulk of goods
correspond with the sample if they do not also correspond with the description.

The vendee has the right to rescission provided for under Article 1545 when in a contract of sale
subject to a condition, such condition was not performed by the vendor unless the vendee waives the
performance of such condition.

Pursuant to Article 1556, the vendee may demand rescission of the contract when:
1.) he loses a part of the thing sold of such importance in relation to the whole, that he would not
have bought it without said by reason of the eviction,
2.) two or more things have been jointly sold for a lump sum, or for a separate price for each of them,
if it should clearly appear that the vendee would not have purchased one without the other.

In sale of immovable property, if the immovable sold should be encumbered with any non-apparent
burden of such a nature that it must be presumed that the vendee would not have acquired it had he
been aware thereof, he may ask for the rescission of the contract as provided for under Article 1560.

Article 1599 provides the actions a vendee may choose where there is a breach of warranty by the
seller and one of these is, should the vendee elect to do so, rescission of the contract of sale.

Art. 1522 enumerates instances when the vendee may refuse to accept delivery or to reject the goods,
thus:
1.) Where the seller delivers a quantity of goods less than he contracted to sell,
2.) Where the seller delivers a quantity of goods larger than he contracted to sell, the buyer may
accept the goods included in the contract and reject the rest,
3.) Where the seller delivers to the buyer the goods he contracted to sell mixed with goods of a
different description not included in the contract, the buyer may accept the goods which are in
accordance with the contract and reject the rest.

This right is available to the vendee under Article 1537.

CONTRACT OF SALE
Rights of the Vendee
Under Article 1584, the vendee has the right to examine the goods delivered to him.

In Article 1569, the vendee has the right to demand of the vendor the price which he paid, less the
value which the thing had when it was lost if the thing sold had any hidden fault at the time of the
sale and thereafter be lost by a fortuitous event or through the fault of the vendee.

The vendee may recover the price or any part thereof which has been paid when there is a breach of
warranty by the seller and the vendee has elected rescission of the contract of sale as provided for
under Article 1599.

In sale of immovable property, if the immovable sold should be encumbered with any non-apparent
burden of such a nature that it must be presumed that the vendee would not have acquired it had he
been aware thereof, and the vendee failed to bring an action for rescission of the contract within one
year, he may only bring an action for damages thereafter pursuant to Article 1560.

The vendee has the right to claim damages against the vendor when the latter acted in bad faith
where the thing sold had any hidden fault at the time of the sale and was lost by a fortuitous event or
through the former's fault pursuant to Article 1569.

Art. 1555. When the warranty has been agreed upon or nothing has been stipulated on this point, in
case eviction occurs, the vendee shall have the right to demand of the vendor:
(1) The return of the value which the thing sold had at the time of the eviction, be it greater or less
than the price of the sale;
(2) The income or fruits, if he has been ordered to deliver them to the party who won the suit against
him;
(3) The costs of the suit which caused the eviction, and, in a proper case, those of the suit brought
against the vendor for the warranty;
(4) The expenses of the contract, if the vendee has paid them;
(5) The damages and interests, and ornamental expenses, if the sale was made in bad faith.

CONTRACT OF SALE
Obligations of the Vendor

Transfer the Ownership Of and

Deliver the Thing Sold

To Warrant The Thing Sold

CONTRACT OF SALE
Obligations of the Vendor
To Preserve the Thing Pending its
Delivery

Bear the Expenses

CONTRACT OF SALE
Obligations of the Vendor
Pursuant to Articles 1497 to 1501, there is delivery of the thing sold:
1.) when it is placed in the control and possession of the vendee;
2.) through the execution of a public document;
3.) by mere consent of the parties or when the vendee, at the time of the sale, already has the
possession of the thing sold;
4.) when the possession of the vendor is no longer that of an owner in traditio constitutum
possessorium;
5.) by placing of the titles of ownership in the possession of the vendee.

The vendor also has the obligation to deliver the thing sold and its accessions and accessories in the
condition in which they were upon the perfection of the contract under Article 1537.
Under Article 1521, the vendor is obligated to send the goods to the buyer within a reasonable time.

Articles 1547 provides that the vendor warrants the thing sold against eviction and hidden defects,
thus:
(1) An implied warranty on the part of the seller that he has a right to sell the thing at the time when
the ownership is to pass, and that the buyer shall from that time have and enjoy the legal and
peaceful possession of the thing;
(2) An implied warranty that the thing shall be free from any hidden faults or defects, or any charge
or encumbrance not declared or known to the buyer.

Warranty Against Eviction

The vendor shall answer for the eviction despite non-stipulation in the contract
(Article 1548, paragraph 2).
Where the vendee has renouned the right such warranty and eviction takes place, the
vendor shall pay the value which the thing sold had at the time of eviction pursuant to
Article 1554.
Corollary to Article 1558, when the vendor is summoned in the suit for eviction at the
instance of the vendee, the former is obliged to make good the proper warranty.
Warranty Against Hidden Defects
Under Article 1566, the vendor is responsible to the vendee for any hidden defects in
the thing sold, even though he was not aware thereof unless the contrary has been
stipulated and the vendor was not aware of the hidden defects in the thing sold.

The vendor shall bear the loss of the thing sold should it be lost in consequence of the
hidden faults and the vendor was aware of them. The vendor shall be obliged to
return the price and refund the expenses of the contract, with damages. If he was not
aware of them, he shall only return the price and interest thereon, and reimburse the
expenses of the contract which the vendee might have paid as provided for under
Article 1568.

Articles 1569 obligates the vendor to pay damages to the vendee when the former
acted in bad faith when the thing sold had any hidden fault at the time of the sale, and
should thereafter be lost by a fortuitous event or through the fault of the vendee.

CONTRACT OF SALE
Obligations of the Vendor
Pending delivery of the thing sold, the vendor is obliged to take care of it with the proper diligence of
a good father of a family, unless the law or the stipulation of the parties requires another standard of
care, pursuant to Article 1163.

Article 1487 provides that, unless the contrary is stipulated, the expenses for the execution and
registration of the sale shall be borne by the vendor.

CONTRACT OF SALE
Obligations of the Vendee

Accept Delivery and Pay the Price

Return of the Thing Sold

CONTRACT OF SALE
Obligations of the Vendee
Pursuant to Article 1582, the vendee is bound to accept delivery and to pay the price of the thing sold
at the time and place stipulated in the contract.

Under Article 1589, the vendee is obliged to pay interest for the period between the delivery of the
thing and the payment of the price, when:
1.) So stipulated;
2.) The thing sold and delivered produce fruits or income;
3.) He is in default, from the time of judicial or extrajudicial demand for the payment of the price.

The buyer is obliged to pay at the contract rate when:

1.) In sale of goods, the seller delivers a quantity of goods less than he contracted to sell and the
buyer accepts or retains the goods so delivered, knowing that the seller is not going to perform the
contract in full, (Artcile 1522)
2.) In sale of goods, the seller delivers a quantity of goods larger than he contracted to sell and the
buyer accepts the whole of the goods so delivered. (Artcile 1522)
3.) In sale of real estate, there is a greater area or number in the immovable than that stated in the
contract, and the vendee accepts the whole area. (Article 1540)

In Article 1556 it is provided that the vendee who chooses to demand for rescission of the contract, is
obliged to return the thing without other encumbrances that those which it had when he acquired it.