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The Law On Sales (LMG04) : Guiller B. Asido, Ll. M. Department of Legal Management San Beda College of Arts and Sciences

This document provides an overview of the Law on Sales in the Philippines. It begins with an introduction to the relevance and purpose of studying sales law. It then outlines the governing laws on obligations, contracts, and sales based on the Civil Code of the Philippines. The document discusses the historical development and sources of sales law in the Philippines. It describes the key characteristics and essential requisites of a contract of sale, including consent, subject matter, and consideration. Finally, it lists some topics and jurisprudence that will be covered in future meetings, focusing on specific articles of the Civil Code related to sales.

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244 views

The Law On Sales (LMG04) : Guiller B. Asido, Ll. M. Department of Legal Management San Beda College of Arts and Sciences

This document provides an overview of the Law on Sales in the Philippines. It begins with an introduction to the relevance and purpose of studying sales law. It then outlines the governing laws on obligations, contracts, and sales based on the Civil Code of the Philippines. The document discusses the historical development and sources of sales law in the Philippines. It describes the key characteristics and essential requisites of a contract of sale, including consent, subject matter, and consideration. Finally, it lists some topics and jurisprudence that will be covered in future meetings, focusing on specific articles of the Civil Code related to sales.

Uploaded by

jamesculla
Copyright
© Attribution Non-Commercial (BY-NC)
Available Formats
Download as PPT, PDF, TXT or read online on Scribd
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The Law on Sales (LMG04)

Guiller B. Asido, Ll. M.


Department of Legal Management
San Beda College of Arts and Sciences
Outline of Discussion Points
 Introduction
 Background
 Origin and Sources of the Law on Sales
 Case Assignments
 Articles 1458 to 1468, Civil Code
WHY STUDY SALES ?
 Relevance in daily life and business

 Knowledge of the rights and obligations of buyer


and seller

 Knowledge of remedies to protect rights


Introduction
 Governing Laws

1. Civil Code on Obligations (Title I, Arts. 1156-


1304)
2. Civil Code on Contracts (Title II, Arts.1305-1422)
3. Civil Code on Sales (Title VI, Arts.1458 -1637)
Sources of the Law on Sales
1. Book IV, Title VI, Articles 1458-1637 (Sales)
2. Title I, Arts. 1156-1422 (Obligations and
Contracts)
3. Opinions of Commentators 
4. Jurisprudence
Historical Development
 Before the present Philippine Civil Code became
effective on 30 August 1950, the laws governing
sales were found in the old Philippine Civil Code
(the Spanish Civil Code of 1889) and the
Philippine Code of Commerce (the Spanish Code
of Commerce of 1888).
Historical Development
Under the Spanish Civil Code, the contract was
referred to a contract of “purchase and sale.”

It was shortened to “SALES” later by Code


Commission
Historical Development

When the Code Commission drafted the present


Civil Code, it adopted many of the provisions of
the United States Uniform Sales Act of 1906. Thus,
as it exists today, the Philippine law on sales is a
mixture of Civil Law and Common Law principles
Historical Development
 The Uniform Sales Act of 1906, drafted by
Harvard law professor Samuel Williston, was a
precursor to Article 2 of the Uniform Commercial
Code. Between 1906 and 1947 it was adopted in 34
states.
Concept of Contract of Sale

 The contract of sales is an agreement whereby one of


the parties (called the seller or vendor) obligates
himself to deliver something to the other (called the
buyer or purchaser or vendee) who, on his part, hinds
himself to pay therefore a sum of money or its
equivalent (known as the price). 
 The transfer of title to property or the agreement to
transfer title for a price paid or promised, not mere
physical transfer of the property, is the essence of sale
Characteristics of Contract of Sale
1. Consensual
- perfected by mere consent of the parties without further acts.

2. Bilateral
- both the contracting parties are bound to fulfill correlative
obligations towards each other (the seller to deliver and transfer
ownership of the thing sold, and the buyer to pay the price).

3. Onerous
- the thing sold is conveyed in consideration of the price and
vice versa.
Characteristics of Contract of Sale
4. Commutative

- the thing sold is considered the equivalent of the price paid and vice
versa.

5. Aleatory

- in the case of sale of hope, one of the parties or both reciprocally


bind themselves to give or to do something in consideration of what
the other shall give or do upon the happening of an event which is
uncertain, or which is to occur at an indeterminate time.
Characteristics of Contract of Sale
6. Nominate
- the contract is given a special name or
designation in the Civil Code.

7. Principal
- the contract does not depend for its
existence and validity upon another
contract. 
Essential requisites
 Consent or meeting of the minds
 Object or subject matter
 Cause or consideration
Art. 1318. There is no contract unless the
following requisites concur:
(1) Consent of the contracting parties;
(2) Object certain which is the subject matter of
the contract;
(3) Cause of the obligation which is established.
(1261)
Essential Requisites
1.   Consent or meeting of the minds – refers to the
conformity of the parties to the terms of the contract, the
acceptance by one of the offer made by the other.  As a
bilateral contract, the acceptance of payment by a party is an
indication of his consent to a contract of sale, thereby
precluding him from rejecting its binding effect [Clarin vs.
Rulova, 127 SCRA 512]. 
There may be a sale against the will of the owner in case of
expropriation and the three different kinds of sale under the
law – ordinary execution sale, judicial foreclosure sale, and
extra-judicial foreclosure sale.
Essential Requisites
- Refers to the consent on the part of the seller to transfer
and deliver; To pay, on the part of the buyer (Article
1475)

Art. 1475. The contract of sale is perfected at the


moment there is a meeting of minds upon the thing
which is the object of the contract and upon the price.
From that moment, the parties may reciprocally
demand performance, subject to the provisions of the
law governing the form of contracts. (1450a)
Essential Requisites
Relevant Provisions on Consent
Art. 1489. All persons who are authorized in this
Code to obligate themselves, may enter into a
contract of sale, saving the modifications contained
in the following articles.

Where necessaries are those sold and delivered to a


minor or other person without capacity to act, he
must pay a reasonable price therefor. Necessaries
are those referred to in Article 290. (1457a)
Essential Requistes
Relevant Provisions on Consent

Art. 1490. The husband and the wife cannot sell


property to each other, except:

(1) When a separation of property was agreed


upon in the marriage settlements; or
(2) When there has been a judicial separation or
property under Article 191. (1458a)
Essential Requisites/Consent

Art. 1491. The following persons cannot acquire by purchase, even at a public or judicial
auction, either in person or through the mediation of another:
(1) The guardian, the property of the person or persons who may be under his guardianship;
(2) Agents, the property whose administration or sale may have been entrusted to them,
unless the consent of the principal has been given;
(3) Executors and administrators, the property of the estate under administration;
(4) Public officers and employees, the property of the State or of any subdivision thereof, or
of any government-owned or controlled corporation, or institution, the administration of
which has been intrusted to them; this provision shall apply to judges and government
experts who, in any manner whatsoever, take part in the sale;
(5) Justices, judges, prosecuting attorneys, clerks of superior and inferior courts, and other
officers and employees connected with the administration of justice, the property and
rights in litigation or levied upon an execution before the court within whose jurisdiction
or territory they exercise their respective functions; this prohibition includes the act of
acquiring by assignment and shall apply to lawyers, with respect to the property and
rights which may be the object of any litigation in which they may take part by virtue of
their profession.
(6) Any others specially disqualified by law. (1459a)
Essential Requisites

2. Object or Subject Matter refers to the determinate thing which is the object of the
contract; 

- May be personal or real property.


- Note : Article 1458 (“thing”)
Article 1467 (“article’)
Article 1462 (“goods”)
Article 1484 (“personal property’)
Article 1490 (“property’)
Article 1539 (“real estate”)
Article 1544 (“immovable property”)
Essential Requisites
3. Cause or consideration – refers to the price certain
in money or its equivalent. 

“its equivalent” – payment need not be given in


money, so that there can be a sale where the thing
given as token of payment has been assessed and
evaluated and its price equivalent in terms of
money has been determined.
Essential Requisites vs. ......
 Natural Elements – those which are deemed to
exist in certain contracts, in the absence of any
contrary stipulations, like warranty against eviction; 

 Accidental Elements – those which may be present


or absent depending on the stipulations of the
parties, like conditions, interest, penalty, time or
place of payment

 No ESSENTIAL REQUISITES, NO SALE.


JURISPRUDENCE ASSIGNMENTS
Topics for Next Meetings (1st Week)

 Articles 1458-1468

 Articles 1464-1474

 Articles 1474 – 1484

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