OBLICON AND SALES

ACCION IN REM VERSO

- not necessary that payment be made in mistake
- payment could have been made knowingly and voluntarily but nevertheless,
there would be recovery of what has been paid.
SOLUTIO INDEBITI
- payment was made by mistake which is an essential element to maintain the
action for recovery.

Requisites of Accion Rem Verso:

1. defendant has been enriched
2. plaintiff has suffered a loss
3. enrichment of defendant is without just or legal ground
4. plaintiff has no other action based on contract, quasi-contract, crime or
quasi-delict.

Pactum Reservati Dominii

- contractual reservation of title.
- A stipulation usually in sales by installment, whereby, despite delivery of
the property sold, ownership remains with the seller until full payment of the
price is made.

Kinds of Delivery
1. Actual or real
- placing the thin under the control and possession of the buyer
2. Legal or constructive
- delivery is represented by other signs or acts indicative thereof.
- A. Delivery by the execution of a public instrument
- B. Traditio SYMBOLICA
o To effect delivery, the parties make use of a toke or symbol to represent the
thing delivered.
C. Traditio LONGA MANU
Seller pointing out to the buyer the things which are transferred, which at the
time must be in sight.
D. Traditio BREVI MANU
Buyer simply continues in possession of the thing but under title of ownership.
E. Traditio Constitutum Possessorium
Seller continues in possession but under a different title other than ownership.
3. Quasi-Tradition
- Delivery of rights, credits or incorporeal property by:
a. placing titles of ownership in the hands of the buyer
b. allowing buyer to make use of rights
4. Tradition by operation of law

Art. 1526 Notwithstanding that the ownership in the goods may have passed to the
buyer, the unpaid seller of goods as such has:
1. Lien on the goods or right to retain them for the price while he is in
possession of them
2. In case of insolvency of the buyer, a right of stopping the goods in transitu
after he has parted with the possession of them
3. A right of resale as limited by this Title
4. A right to rescind the sale as likewise limited by this Title

Where the ownership in the goods has not passed to the buyer, the unpaid seller has
in addition to his other remedies, a right of withholding delivery similar to and
coextensive with his rights of lien and stoppage in transitu where the ownership
has passed to the buyer.

Art. 1484 RECTO LAW. Remedies of vendor of personal properties in installments:

1. Exact fulfillment of the obligation should the vendee fail to pay
2. Cancel the sale should the vendee’s failure to pay cover 2 or more
installments
3. Foreclose the chattel mortgage on the thing sold if one has been constituted,
should the vendee’s failure to pay cover 2 or more installments. In this case he
shall have no further action against the purchaser to recover any unpaid balance of
the price. Any agreement to the contrary shall be void.

Implied Warranties prescriptive period is 6 months from delivery of the thing sold.

Relativity of Contracts
Gen Rule: Contracts take effect only between parties their assignors and heirs
Exception: 1. Stipulation pour atrui
2. When a third person induces a party to violate the contract.
3. Third persons who came into possession of the object of the contract creating
real rights
4. Contracts entered into in fraud of creditors.

PARTNERSHIP

Art 1769 (4) The receipt by a person of a share of the profit of a business is
prima facie evidence that he is a partner in the business, but no such inference
shall be drawn if such profits were received in payment:
( D W R A I C )
a. As a debt by installments or otherwise.
b. As wages of an employee or rent to a landlord
c. A s an annuity to a widow or representative of a deceased partner
d. As interest on a loan, though the amount of payment vary with the profits of the
business
e. As consideration for the sale of a goodwill of a business or other property by
installments or otherwise.

Art 1797 The losses and profits shall be distributed in conformity with the
agreement.
If only the share of each partner in the profits has been agreed upon, the
share of each in the losses shall be in the same proportion.
In the absence of stipulation, the share of each partner in the profits and
losses shall be in proportion to what he may have contributed, but the industrial
partner shall not be liable for the losses. As for the profits, the industrial
partner shall receive such share as may be just and equitable under the
circumstances. If, besides his services he has contributed capital, he shall also
receive a share of the profits in proportion to his capital.

Art 1799 A stipulation which excludes one or more partners from any share in the
profits or losses is void.
EXCEPT INDUSTRIAL PARTNER FOR LOSSES.

Art 1804 DELECTUS PERSONARUM

Every partner may associate another person with him in his share, but the
associate shall not be admitted into the partnership without the consent of all the
other members, even if the partner having an associate should be a manager.

Art 1816 All partners, including industrial ones, shall be liable pro rata with all
their property and after all the partnership assets have been exhausted, for the
contracts which have been entered into in the name of the partnership.

Art 1817 Any stipulation against the liability laid down in the preceding article
shall be void, except as among partners.
PREFERENCE of LIABILITY of a PARTNERSHIP
Art 1839 (2) The liabilities of the partnership shall rank in order of payment as
follows:
a. those owing to creditors other than partners.
b. those owing to partners other than for capital and profits
c. those owing to partners in respect of profits.

PREFERENCE of CREDIT of a PARTNERSHIP

Art 1863 In settling accounts after dissolution the liabilities of the partnership
shall be entitled to payment in the following order:
1. those creditors, in the order of priority as provided by law, except those to
limited partners on account of their contributions, and to general partners.
2. those limited to partners in respect to their share of profits and other
compensation by way of income on their contributions.
3. those to limited partners in respect to the capital of their contributions.
4. those to general partners other than for capital and profits.
5. those to general partners in respect to profits.
6. those to general partners in respect to capital.

PREFERENCE of CREDIT of a PARTNER

Art 1839 (9) Where a partner has become insolvent or his estate is insolvent, the
claims against his separate property shall rank in the following order:
a. those owing to separate creditors
b. those owing to partnership creditors
c. those owing to partners by way of contribution

AGENCY

Agency needs to be in WRITING:

a. sale of piece of land or any interest therein through an agent, if not in
writing the sale is void.
b. Special powers of attorney
exception: if gen. power of attorney specifies the act which requires SPC
then there is no need for execution of SPA.

Doctrine of Agency by Necessity

- by virtue of the existence of an emergency, the authority of an agent is
correspondingly enlarged inorder to cope with the exigencies or the necessities of
the moment

Requisites:
1. real existence of an emergency
2. inability of agent to communicate with the principal
3. Exercise of the additional authority for the principal’s own protection
4. Adoption of fairly reasonable means, premises duly considered.

Art 1875 Agency is presumed to be for compensation, unless there is proof to the
contrary.
Gen. Rule: Only duly authorized agent is entitled to compensation.
Exception: By way of implied consent by way of equity (see Uniland DBP case)

Art 1879 A special power to sell excludes the power to mortgage, and a special
power to mortgage does not include the power to sell.

Art 1880 A special power to compromise does not authorize submission to

arbitration.

Art 1891 (2) Every stipulation exempting the agent from the obligation to render an
account shall be void.

Art 1898 If the agent contracts in the name of the principal, exceeding the scope
of his authority, and the principal does not ratify the contract. It shall be
void(UNENFORCEABLE correlate with art 1317) if the party with whom the agent
contracted is aware of the limits of the powers granted by the principal. In this
case however, the agent is liable if he undertook to secure the principal’s
ratification.
Art 1916 When two persons contract with regard to the same thing, one of them with
the agent and the other with the principal, and the two contracts are incompatible
with each other, that of prior date shall be preferred, without prejudice to the
provisions of Art 1544.

Modes of Extinguishment of Agency

( E D W A R D )
1. Revocation
2. Withdrawal of the agent
3. Death, civil interdiction, insanity or insolvency of the principal or of the
agent
4. Dissolution of the firm or corporation which entrusted or accepted the agency
5. Accomplishment of the object or purpose of the agency
6. Expiration of the period for which the agency was constituted
LOANS

Commodatum
Mutuum
Object
Non consumable Consumable
Cause
Gratuitous Gratuitous or not
Purpose
Use or temporary possession Consumption
Subject Matter
Any property Personal property
Ownership of the thing
Retained by the bailor Passes to the debtor
Thing to be returned
Exact thing loaned Equal amount of the same kind and quality
Who bears risk of loss
Bailor Debtor/Bailee (Gen. rule: even if fortuitous event except Art 1942
[DALLS]
When to return
In case of urgent need and commission of any acts of ingratitude, even before the
expiration of the term (contract is merely suspended) Upon expiration of the term
only

Kinds of Commodatum:
1. Ordinary Commodatum
- use by bailee of the thing is for a certain period of time
2. Precarium
- one whereby the bailor may demand the thing loaned at will; exists in the
following:
a. duration and purpose of the contract is not stipulated.
b. use of the thing is merely tolerated by the owner.

Art 1942 The bailee is liable for the loss of the thing even if it should be
through a fortuitous event: ( D A L L S)
1. If he DEVOTES the thing to any purpose different from that which ithas been
loaned.
2. If he keeps it LONGER than the period stipulate, or after the accomplishment of
the use for which the commodatum has been constituted.
3. If the thing loaned has been delivered with APPRAISAL of its value, unless there
is a stipulation exempting the bailee from responsibility in case of fortuitous
event.
4. If he LENDS or LEASES the thing to a third person, who is not a member of his
household.
5. If being able to save either the thing borrowed or his own thing, he chose to
save the latter.

Art 1944 The bailee cannot retain the thing loaned on the ground that the bailor
owes him something, even though it may be by reason of expenses. However, the
bailee has a right of retention for damages mentioned in Art 1951.

Art 1951 The bailor who, knowing the flaws of the thing loaned, does not advise the
bailee of the same, shall be liable to the latter for the damages which he may
suffer by reason thereof.

Art 1956 No interest shall be due unless it has been expressly stipulated in
writing
 - Monetary interest not interest by way of damages
- if verbal only legal rate of interest

Art 1959 Compound Interest

Without prejudice to the provisions of Article 2212, interest due and unpaid shall
not earn interest. However, the contracting parties may by stipulation, capitalize
the interest due and unpaid, which as added principal, shall earn new interest.

Gen. Rule Unpaid interest shall not earn interest.

Exceptions:
a. when judicially demanded
b. when there is an express stipulation (in writing)

INTEREST
LOAN OTHER CONTRACTS
Art. 1956 Art. 2209
Basis is use of money Basis is by way of damages
Imposed based on the date stipulated in the contract Imposed only from the date of
default (Art. 1169 judicial or extra judicial) except if otherwise stated
No compounding except if stipulated Art. 2212 Interest due shall earn legal
interest from the time it is judicially demanded, although the obligation may be
silent upon this point.
Legal interest 12% from amount finally adjudged by the court 6% per annum +
12% interest from date of finality of judgment until fully paid.

Verbal contract of loan with stipulated interest

- no interest. It need to be in writing but liable for interest by way of
damages at the legal rate.

Recovery of Unstipulated Interest paid

1. Paid by mistake – debtor may recover under solution indebiti
2. Voluntary paid – no recovery as in the case of natural obligations

DEPOSIT

DEPOSIT COMODATUM
Purpose is safekeeping Purpose is the transfer of use
May be gratuitous Essentially and always gratuitous
Movable/corporeal things only incase of extrajudicial deposit Both immovable and
movable ma be object

Gratuitous deposit – depositor is obliged to reimburse depositary for expenses of

preservation
Not Gratuitous – are generally included in the compensation

Judicial Extrajudicial
CREATION
Will of the Court Will of the parties or contract (voluntary or necessary)
PURPOSE
Insures the right of a party to property or to recover in case of favorable
judgment Custody and safekeeping
SUBJECT MATTER
Generally immovables Movables only
CAUSE
Always onerous Generally gratuitous
RETURN OF THING
Upon order of the court or when litigation has ended Upon demand of depositor
HELD IN BEHALF OF
Person who has a right Depositor or third person designated

Deposit Not Gratuitous in the ff:

1. when there is a stipulation
2. depositary is engaged in business of storing goods
3. property saved from destruction without knowledge of the owner

If bank officer misappropriates money deposited he is liable to the bank and not to
the depositor.

Depositary is liable for loss through fortuitous event: ( D U S A) art 1979

1. he Delays in the return
2. he Uses the thing without the depositor’s permission
3. if Stipulated
4. he Allows other persons to use it
(Depositary is also liable if he negligent)

Art 1977 The depositary can not make use of the things deposited without the
express permission of the depositor.
Otherwise he shall be liable for damages.
However, when the preservation of the thing deposit requires its use, it must
be used only for that purpose.
Relate 1977 to 1978

Art 1978 When the depositary has permission to use the thing deposited, the
contract loses the concept of a deposit and becomes a loan or commodatum, except
where safekeeping is still the principal purpose of the contract.
The permission shall not be presumed, and its existence must be proved.

Art 1980 Fixed, savings and current deposits of money in banks and similar
institutions shall be governed by the provisions concerning loan.

*bank deposits are similar to loan and not deposit as the bank is allowed to use
the amount deposited.

Art 1984 The depositary can not demand that the depositor prove his ownership of
the thing deposited.
Nevertheless, should he discover that the thing has been stolen and who its
true owner is, he must advise the latter of the deposit. (remedy is to file for
interpleader)
If the owner, in spite of such information, does not claim it within the
period of one month, the depositary shall be relieved of all responsibility by
returning the thing to the depositor.
If the depositary has reasonable grounds to believe that the thing has not
been lawfully acquired by the depositor, the former may return the same.

Art 1988 The thing deposited must be returned to the depositor upon demand, even
though a specified period or time for such return may have been fixed.
The provision shall not apply when the thing is judicially attached while in the
depositary’s possession, or should have been notified of the opposition of a third
person to the return or the removal of the thing deposited. In these cases, the
depositary must immediately inform the depositor of the attachment or opposition.

Art 1994 The depositary may retain the thing pledged until the full payment of what
may be due him by reason of the deposit.
Art 1995 A deposit is extinguished:
1. Upon the loss or destruction of the thing deposited.
2. In case of a gratuitous deposit, upon the death of either the depositor or the
depositary.

Art 1998 The deposit of effects made by travelers in hotel inns shall also be
regarded as necessary. The keepers of hotels or inns shall be responsible for them
as depositaries, provided that 1)notice was given to them, or to their employees,
of the effects brought by the guests and that, on the part of the latter, they take
the 2)precautions which said hotel-keepers or their substitutes advised relative to
the care and vigilance of their effects.

*Innkeeper liable if negligent because of no2 precautions.

Art 102 RPC

1. Inn keeper civilly liable if the person criminally liable is insolvent.
( innkeeper or employees violated mun ordinance or gen or special police regulation
)
2. In art 1998 if things were taken by robbery with force upon things or theft
the innkeeper is subsidiary liable.
No liability shall attach in case of robbery with violence against or intimidation
of persons, unless committed by the innkeeper’s employees.
*Actual delivery to innkeeper of the things is not necessary, it is enough that
they were within the inn.

Art 2001 The act of the thief or robber, who has entered the hotel is not deemed
force majeure, unless it be done with the use of arms or through an irresistible
force.

Art 2003 Posting of notice that they will not be responsible for any loss or any
stipulation between innkeeper and guest suppressing or diminishing 1998-2001 shall
be void.

COMPROMISE

Art 2035 No compromise upon the following questions shall be valid:

1. The Civil status of persons;
2. The Validity of a marriage or a legal separation;
3. Any Ground for legal separation;
4. Future Support;
5. Jurisdiction of courts;
6. Future Legitime

Art 2037 A compromise has upon the parties the effect and authority of res
judicata; but there shall be no execution except in compliance with a judicial
compromise.

Art 2041 If one of the parties, fails or refuses to abide by the compromise, the
other party may either
1. Enforce the compromise
2. Regard it as rescinded and insist upon his original demand.

GUARANTY

Continuing Guaranty
Art 2053 A guaranty may also be given as security for future debts, the amount of
which is not yet known, there can be no claim against the guarantor until the debt
is liquidated. A conditional obligation may also be secured.
- Any and all indebtedness to be incurred in the future.

Art 2055 A guaranty is not presumed; it must be express and can not extend to more
than what is stipulated therein.
If it be simple or indefinite, it shall compromise not only the principal
obligation, but also all its accessories including the judicial costs, provided
with respect to the latter, that the guarantor shall only be liable for those costs
incurred after he has been judicially required to pay.
- liable even beyond the principal obligation.

Art 2056 Guarantor must be one with:

a. Integrity
b. Capacity to bind himself
c. Sufficient property to answer for the obligation he guarantees.

- Existent at the time of execution of the contract. A continuing requirement.

If subsequently lost:

Art 2057 If the guarantor should be convicted in the first instance of a crime
involving dishonestly or should become insolvent:
- creditor may demand another who has all the qualifications in the preceding
article.

The case is excepted where the creditor has required and stipulated that a
specified person should be the guarantor.