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A. Definition
The seller or vendor obliges himself to deliver a thing to the buyer, purchaser, or vendee. In turn,
the buyer has to pay the price of the thing.
Price is the equivalent amount of the thing
B. Essential elements of a contract sale
1. Consent or meeting of the minds - There must be consent for the seller to transfer and deliver
the thing and for the buyer to pay. Both parties must have legal capacity to give consent.
2. Object or subject matter - the determinate thing is the object of the contract.
3. Consent or consideration - refers to the price certain in money or its equivalent (Art. 1458).
It does not include goods and merchandise. A sale cannot exist without its price.
C. Characteristics of a contract sale
1. Consensual - perfected by mere consent of both parties.
2. Bilateral - both parties are reciprocally bound to each other.
3. Onerous - the thing sold is conveyed in consideration of the price and vice versa
4. Commutative - the thing sold has an equivalent value for its price vice versa. With the
exceptions of aleatory contracts, those which depends on the happening of an uncertain event.
5. Nominate - it is designated in the Civil Code as Sale
6. Principal - its existence and validity does not depend on another contract
D. Consent
General rule: contracts are perfected by mere consent (Art. 1315)
Contract of sale is consensual and can be perfected without any other circumstances.
Ownership of the thing is not transferred until its delivery.
If one of the parties does not comply, the other party may sue for the fulfillment of the obligation
or its rescission with payment of damages
1. Price stipulated - failure to pay the stipulated price after the execution of the contract does not
make the contract without cause or consideration. It is not an essential that the payment should
be made at the time of the contract .Failure to pay does not ipso facto resolve the contract in the
absence of any agreement to that effect. The sellers remedy is to demand specific performance or
rescission with damages.
Ipso facto - by the fact itself
2. No price stipulated - if there is no meeting of the minds regarding the purchase price, there is
no contract of sale.
If the case is that the price appears to be paid but has never been paid, the sale is void and nonexistent.
E. Object
1. Future goods and those with potential existence (empti speratae)
- Future goods not existing at the time the contract was made, may be the object of sale as
long as it reasonably certain for it to exist. Once the thing is there, the ownership will now be
transferred to the buyer.
- Thing should be specific and identified.
- Thing should be owned by the vendor at the time.
2. Sale of hope and vain hope (emptio spei)
- Contract can only be valid if the object of sale is expected that it will come into
existence.
- Contract is still valid even though the thing hoped or expected does not come into
existence.
- Sale is void if there is vain hope. (e.g. making you think that there is a chance that you
could win the raffle)
Remember: Sale of hope: Its like when a vendor will say that he will sell you his crop in 3
months. Here the crop is EXPECTED that it will come to existence
3. Things subject to a resolutory condition
Art. 1465
Things subject to a resolutory condition may be the object of the contract of sale
-Resolutory condition: -It is an uncertain event upon the happening on which the obligation (or
right) subject to it is extinguished. Hence, the right acquired in virtue of the obligation is also
extinguished.
F. Cause/Price
Cause 1: When price is certain (Art. 1469- 147)
Art. 1469
Certain if: reference to another thing
Judgement of a specified person
No one agrees= contract is inefficacious
Third person->acted in bad faith/ by mistake= Courts will fix the price
When is price considered certain?
(1) No sale if price not certain or ascertainable
3rd general rule: A judicial or execution sale is one made by a court with respect to the property
of a debtor for the satisfaction of his unpaid indebtedness.
(2) Where price is low as to be shocking to the conscience
(3) Where seller given the right to repurchase