SALES (RA 1458)
A Contract whereby 1 of the contracting parties , obligates himself to transfer ownership and to deliver determinate thing and the other party, to pay therefore a sum certain i
Elements: (ENA)
♥ ESSENTIAL ELEMENTS = always present, can’t be removed
1. Consent= Both parties
2.Object= Determinate thing
3.Cause = Sum certain in money
♥ NATURAL ELEMENTS = present unless removed
1. Warranty against eviction
2. Warranty against Hidden Defect
3.Warranty of its Merchantability
♥ ACCIDENTAL ELEMENTS = absent unless stipulated
1. Terms of payment
2. Interest rate
Characteristics of Sale
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1.Consensual
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2.Principal
3.Bilateral
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​4.Onerous
​5.Commutative
​6.Nominate
Distinguishment
SALE
1.No pre-existing debt
2.Creates obligation
3.Cause:
Sellers: Price Buyer:
Delivery of thing
4.Freedom in fixing the
price
5. Transfer of ownership
DACION EN PAGO
1. Pre-existing debt
2. Extinguishes Obligation
3. Cause:
Debtor: Extinguishment Cr:
Delivery
4. Less freedom due to preexisting debt
5.Transfer of ownership
PAYMENT BY CESSION
1. Pre-existing debt
2. Extinguishes Obligation
3. Cause:
Debtor: Extinguishment Cr:
Delivery
4. Less freedom due to preexisting debt
5. NO Transfer of ownership
CONTRACT FOR A PIECE OF WORK:
rd
Obligation to do in case of BREACH ask for 3 person to do @ debtors expense. not specific performance = involuntary servitude
RULES IF CONSIDERATION PARTLY MONEY & PARTLY THING:
1. Thing > Money = Barter
2. Thing < Money = Sale
3. Thing = Money = Sale
CONTRACT TO SELL:
♥ Ownership reserved until fulfillment of condition (usually full payment of price)
♥ Nonpayment not a breach of contract but prevents the transfer of title
♥ Risk of loss on seller until transfer of ownership
SALE OR RETURN
♥ Ownership Transferred @ delivery but may be reinvested to seller w/in time agreed @ BUYERS option
♥ Right to return available even if he is SATISFIED w/ its quality
SALE ON APPROVAL
♥ Ownership remains on Seller despite delivery until he accepts the same.
♥ No right to return if buyer satisfied w/ product quality
♥ Implied Acceptance when: 1. Starts consuming/using product
2. Retains good on lapse of time w/o signifying rejection/approval
CONTRACT OF AGENCY TO SELL
♥ Title retained by Principal despite delivery to agent until sold to 3
♥ Agent required to turn over to Principal price of goods
rd
party
SALE BY SAMPLE
♥ Seller warrants that bulk of goods correspond w/ sample shown
SALE BY DESCRIPTION
♥ Seller warrants that bulk of goods correspond w/ description presented
SALE BY SAMPLE & DESCRIPTION
♥ Seller warrants that bulk of goods correspond w/ BOTH sample & description
Rescission: Remedy if goods delivered do not correspond w/ sample nor description
SALE BY AUCTION
PERFECTED: Fall of hammer
Right of Seller to Bid: 1. Agreement on Right to Bid is made
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​2. Notice must be given on sellers right to bid
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​3. Right to Bid not prohibited by law: Ex No Right to buy on an unpaid seller, reselling the goods in public.
֎BY BIDDERS/PUFFERS ~ voidable when NO NOTICE to bidders= May be annulled
PERFECTIO RIGHT OF AUCTIONEER
N
BEFORE
May withdraw goods unless auction
WITHOUT RESERVE
(auctioneer cannot withdraw bid unless no
bidder is present)
RIGHT OF BIDDER
AFTER
Cannot retract (Violates
Cannot withdraw (Violates mutuality of contract)
May retract bid
mutuality of contract)
Object
Rules on OBJECT of contract of sale:
1. It must be Within commerce of men · Licit · Determinate
2. Right to transfer ownership @ time of DELIVERY
3.Things having potential existence provided it COMES INTO EXISTENCE
♥ EMPTIO REI SPERATAE ~ Future thing ( must come into existence otherwise VOID) ex: future harvest · young of animals to be born
♥ EMPTIO SPEI ~ Present thing : Hope or Expectancy (whether exist/not still VALID) ex: lotto tickets · sweepstake tickets
*sale of VAIN HOPE=VOID
4.Sole owner may sale an undivided interest = CO-OWNERSHIP Between S buyer
5.Sale of FUNGIBLE Goods (capable of replacement w/o loss of value)
♥ Quantity of Mass > Mass sold = Co-ownership
♥ Quantity of Mass < Mass sold = Buyer owner, seller bound to deliver deficiency
6. Things subject to Right to Repurchase may be sold = Provided Right is registered
Price
(Sum in money stipulated as equivalent w/ thing sold)
1.PRICE IS CERTAIN WHEN:
♥ BOTH fixed the price · if only ONE fixed it = Valid if CONSENTED by other
♥ Price fixed on a definite day /Particular exchange market
♥ Price based on another thing certain
♥ Left to discretion of 3 party
rd
֎Unwilling/Unable = Ineffective contract = unless parties sub. Agree on price
֎ In Bad Faith
= Court may fix price
֎Prevented by S/B= Party not @ fault may have remedies allowed by law
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*If price can’t be determined (WANT OF PRICE)
= sale void
*Seller already delivered & buyer Appropriated part/whole= Buyer pay reasonable price
2. PRICE GROSS INADEQUACY= Voidable; defect on consent = Annulment/Ratification
3. SIMULATED PRICE = Void; Want of consideration= Reform contract to real intention
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​Form of Contract of Sale
Generally: Oral/Written
Except:
BIND 3RD PERSONS
n/a
VALID
(Enforceable)
Oral/written
Sale of Movable 500 & ​
Oral
Written
Written
Sale of Immovable
Oral
Written
Public Doc + Registered
Agent Authority to Sell Land Oral
Written
Public Doc
CONTRACT
VOID
Sale of Movable 500¯
Oral/written
█ PROMISE TO BUY/SELL
©Bilateral Promise
~Seller promises to sell & buyer promises to buy = Perfected.
However to be enforceable parties must comply w/ required form
©Unilateral Promise
~Only 1 party promises to buy/sell that may or may not be accepted by another.
If not accepted (Policitacion) =No effect
If accepted : ►with option money = Binding Promisor
►w/o option money = May be withdrawn any time
*Unilateral promise tho accepted must be supported by option money to be binding
֎Option Money – Gives the buyer right but not the obligation to buy; may be monetary or not.
֎Earnest Money (Arras) –Monetary Down payment = proof of perfection
*No perfected sale for prior payment of Arras when sale is w/o owners consent.
INSTALLMENT SALE / CONTRACTS FOR LEASE W/ OPTION TO BUY
█ PERSONAL PROPERTY (RECTO LAW 1484)
st
©Default on 1 Installment – Exact Fulfillment (payment on amount defaulted)
©Default on 2 & ​ Installment – (availment of 1 remedy will not entitle him to another)
1. Exact Fulfillment (payment on amount defaulted)
2. Cancel Sale (Vendor shall retur
n sums received – reasonable rent)
3. Foreclose Chattel Mortgage – on thing sold
Proceeds
¯ = Vendor, contrary stipulation Void · ​=Vendor unless given to buyer
4. Foreclose Chattel Mortgage – other than thing sold
Proceeds
¯ or ​ shall inure to defaulted buyer unless expressly given to vendor
WHEN DEFIECIENCY MAY BE RECOVERED IN FULL:
1. Sale on Straight-Term (Lump Sum)
2.If Chattel Mortgage foreclosed is other than thing sold
3.Sale of Execution of Judgement ordered by Court in favor of seller
█ REAL PROPERTY (MACEDA LAW 6552 ~ Realty Installment
INCLUDES: Real Estate· Residential Condominium· Apartments
Buyer Act)
EXCLUDES: Industrial Lots · Commercial Bldg· Land Reform Act paid for 2 yrs ·Financing of Real Estate thru Loans from Banks
©Default on ¯ 2yrs ~ Grace Period = 60 days & ​ w/ interest
IF FAILED TO PAY: Vendor may cancel sale after 30 days from Notice
©Default on 2yrs & ​ ~ Grace Period = 1 mo/1 yr inst. paid w/o interest
IF CONTRACT CANCELLED: 1. Notarized Notice of Cancellation to Buyer
2.Refund of 50% of Cash paid + 5%/yr starting 6 yr but total refund must not exceed 9
Payments
th
*Sale cancelled after 3o days from comlpliance
Rights Available during Grace Period but before Cancellation
1.Right to Sell/Assign/reinstate to another
2.To pay in advance any installment
3.To ask for annotation of full payment in Certificate of Title
PD 957: SUBDIVISION & CONDOMINIUM BUYERS PROTECTIVE ACT
▬ If developer failed to develop according to plan the project = Buyers w/ due notice must be reimbursed of amount paid + Interest
CAPACITY TO BUY / SELL
GENERAL: Those capacitated may enter sale
EXCEPT : Incapacitated
Absolute Incapacity : under persons cannot bind
©Unemancipated minors (bought necessaries=valid=obliged to pay)
©Insane/Demented persons
©Deaf-mutes can’t write / Deaf can’t read &write
©Intoxicated & Hypnotized (unless under lucid interval=valid)
Relative Incapacity : under circumstance cannot bind
VOID:
© Husband & Wife (unless Separation of Prop = Ante-Nuptial Agreement)
© Public Officers & Employees (vested w/ public interest)
© Justices, Judges, Prosecuting Atty (vested w/ public interest)
VOIDABLE: w/ Private interest
© Guardian © Agents © Executors & Administrators
OBLIGATION OF VENDOR
1. To transfer ownership = delivery
2. To deliver thing + accessions + accessories + fruits accruing to buyer
FRUITS ACCRUE :@ Perfection
3. To warrant thing sold ( Warranty against Eviction · Warrant Against Hidden Defect)
4. Take care of thing w/ Diligence of a Good Father of a Family
Delivery / Tradition
(object placed on control & possession of another)
BOTH IMMOVABLES & MOVABLES:
♥ Actual Delivery ( Real Delivery) = Physically placing thing on hands of buyer
♥ Legal Delivery (By Public Instrument) = Presumption of Delivery)
Maybe rebutted by LEGAL IMPIDEMENT: thing sold is in control of another
♥ Traditio Consitutum Possessorium = Delivery by agreement of possessors
Vendor continues in possession of thing only in another capacity : Ex: Sale & Leaseback
♥ Quasi- Traditio (Delivery of Incorporeal Rights)
ONLY FOR MOVABLES:
♥ Traditio Clavium (Symbolic Delivery) Delivering keys where movables are kept
♥ Traditio Longa Manu = Pointing on the movable
♥ Traditio Brevi Manu =Short hand:
Buyer already in possession & continues to be in possession only as owner
Transfer of ownership by Delivery to Carrier/Bailee
General: Delivery to Bailee = Transfers Ownership to Buyer
Exceptions:
1. Ownership reserved by stipulation ( FOB DESTINATION)
2.Goods delivered to buyer/agent BUT bill of lading retained by seller
3.Seller draws bill of exchange & transmits such together w/ Bill of Lading to buyer BUT buyer dishonors the same
*However, if bill of lading negotiated to Purchaser for Value in GOOD FAITH =Ownership Transferred to him
UNPAID SELLER
(1 who has not been paid in whole / NegotIn was issued and it was dishonored)
RIGHTS OF UNPAID SELLER
1. POSSESSORY LIEN (right to retain while seller is in possession)
Available:
♥ Sold w/o stipulation to credit
♥ Sold on credit & credit expired
♥ Buyer Insolvent
Lien Lost:
♥ Delivers good to Bailee for transmission to Buyer W/O RESERVING OWNERSHIP
♥ Agent/Buyer obtains possession
♥ Waiver
*Lien not lost when Judgement / Decree for price of goods obtained.
2.RIGHT OF STOPPAGE IN TRANSITU (resume possession of goods in transit)
Available: Already parted w/ Goods and Buyer becomes INSOLVENT
IN TRANSIT= Delivered to Bailee for transmission to Buyer
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Rejected by buyer & Bailee continues to be in possession of the same
NOT IN TRANSIT =Buyer obtains possession
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​Bailee acknowledges that he’s holding goods for Buyers behalfs
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Bailee wrongfully refuses to deliver goods to buyer = BF =DELIVERED
How Exercised: will Make Goods no Longer in Transit & Contract of Carriage ceases -> Depositary
♥ Obtaining actual possession
♥ Giving Notice to Bailee = Redeliver accrdg to Sellers instructions @ Sellers expense
*Negotiable Doc of Title was issued = Bailee not obliged to deliver until such was surrendered
3.RIGHT OF RESALE – By Public/Private Sale & Seller CANNOT buy the goods directly/indirectly
NOTICE OF RESALE : not needed if ground is Perishability: OTHERS needed to determine default for unreasonable time
AVAILABLE :
✓ Buyer defaulted
✓ Seller has Right of Lien or stopped goods In Transitu
✓ Title passed on to Buyer
✓ Grounds must be :
©Goods are Perishable
©Expressly reserved the Right to Resale
©Buyer in default for unreasonable time
EFFECT OF RESALE:
♥ Seller not liable to buyer for any profit made
♥ He may recover damages for any loss/deficiency in sale
♥ New Buyer BETTER TITLE than original buyer
4. RIGHT TO RESCISSION OF SALE
Overt Act manifesting intention OR Notice must be given to Buyer on Sellers intention to rescind Tho Notice needed to determine default for unreasonable time
AVAILABLE :
✓ Buyer defaulted
✓ Seller has Right of Lien or stopped goods In Transitu
✓ Title passed on to Buyer
✓ Grounds must be :
©Expressly reserved the Right to Resale
©Buyer in default for unreasonable time
EFFECT OF RESALE:
♥ Seller not liable to buyer for any profit made
♥ He may recover damages for any loss/deficiency in sale
♥ Seller resumes ownership on goods
WHEN VENDOR NOT BOUND TO DELIVER
1. Vendee failed to pay price
2.No period for payment was fixed in contract
3.If w/ period = Vendee loses right to make use of period when:
♥ Vendee is Insolvent & NO GUARANTY was given by him
♥ Vendee fails to furnish guaranty he promised
♥ When Guaranties have been impaired thru Fort Event or not & NO substitute given
♥ Vendee violates undertaking
♥ Vendee attempts to abscond
♥
RULES ON PREFERENCE IN CASE OF DOUBLE SALE
♥ MOVABLE PROPERTY
1. First Possessor in Good Faith either Actual /Constructive
2. Oldest Title
♥ IMMOVABLE PROPERTY
1.First Registrant in Good Faith
2.First Possessor in Good Faith
3.Oldest Title
nd
*Presence of Improvements on Prop, Presumes ownership thereof so 2 payor = Bad Faith
RIGHTS OF BUYER WHEN QUALITY/QUANTITY DIFFERENT FROM CONTRAC
KIND
GOODS
QUANTITY < AGREED
Determinate
Movable Thing
ACCEPT
REJECT
Accept & pay according to
contract rate
Reject: Cr cant be compelled to
receive partial delivery
·Accept Agreed : Reject
QUANTITY > AGREED
DIFFERENT THAN
AGREED
Real Estate w/
statement of
Area
AREA < AGREED
AREA> AGREED
Excess
·Accept Whole : Pay @
Contract Rate
Accept agreed :
Reject Different (Divisible)
Accept w/ Proportionate
Reduction in Price
Reject Whole ( ONLY if
Indivisible)
Reject Whole (ONLY if
Indivisible)
Rescind Sale (ONLY if 1/10
lacking OR
He would not bought had he
known of the inferior quality)
·Accept Agreed: Reject Excess
·Accept Whole: Pay @
Not Allowed
Contract Rate
DIFFERENT THAN
AGREED
Fungible Goods
·Accept w/ Proportionate
Reduction
Quantity of Mass > Mass sold
Quantity of Mass < Mass sold
Rescind Sale (ONLY if 1/10
Inferior Value OR
He would not bought had he
known of the inferior quality)
Co-ownership
Buyer = Owner
Seller = Bound to deliver
deficiency
Seller: Deliver ALL whether less or If vendor does not deliver:
Certain Sum for
more
*Buyer may ask
a Unit of
Buyer: Pay @ AGREED Price whether Proportionate Reduction or
Measure
less or more
Rescisison
Conditions And Warranties
✿EXPRESS WARRANTIES - Affirmation of fact
♥ Statement of Sellers Opinion = Dealers Talk not warranty UNLESS Expert·Relied Upon
✿ IMPLIED WARRANTIES (Natural Elements)
NOT LIABLE : Sheriff · Auctioneer · Mortgagee · Pledgee·Persons selling under authority
♥ Warranty Against Hidden Defect (Thing is free from any hidden faults/encumbrance)
♥ Warranty Against Eviction (Buyer will have legal & peaceful possession of thing)
WARRANTY AGAINST EVICTION DISCUSSION
EVICTION – Deprivation of vendee on prop based on right prior to sale or act imputable to vendor
Other samples : Property sold due to Non-payment of taxes and Buyer NOT AWARE
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​Judgement Debtor liable for eviction unless otherwise decreed by court
REQUISITES :
✓ Vendee deprived of thing
✓ Eviction is by Final Judgement ( appeal not needed to make vendor liable)
✓ Deprivation is based on Right Prior to Sale/Act Imputable to Vendor
✓ Vendor NOTIFIED of suit of eviction
WAIVER
SELLER
BUYERS
CONSEQUENCE
GOOD FAITH KNOWLEDG
E
Waiver = Void ; Vendor Liable for:
1.Value Thing + Friuts
WITH WAIVER
N/A
2. Cost of Suit
3. Contract Expenses
4. Damages
Waiver Consciente = Valid: Vendor liable
1. Value of Thing
✓
✓
WITHOUT
WAIVER
✓
✓
✓
✓
✓
✓ or
✓
✓or
Waiver Intencionada = Vendor not liable
Vendor Liable for:
1.Value Thing + Friuts
2. Cost of Suit
3. Contract Expenses
4. Damages
*Partial Eviction = Vendee may rescind OR enforce vendors liability for eviction
EASEMENT OR SERVITUDE (incumbrance on an immovable for the benefit of another immovable be
another which may be Apparent or Non-Apparent Easement)
REQUISITES FOR LIABILITY IN CASE OF EASEMENT
1. Easement must be Non-apparent
2.Not mentioned in Agreement
3.Must be in nature that vendee will not buy if he had known
VENDEES REMEDIES:
©Within 1 yr frm sale – 1. Rescission
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2. Damages
©After 1 yr frm sale – Only Damages
VENDOR NOT LIABLE ON EASMENT WHEN:
1.Easement is apparent
2.Vendee had knowledge on easement tho its non-apparent
3.When non-apparent Easement REGISTERED in Registry of Property
WARRANTY AGAISNT HIDDEN DEFECT DISCUSSION
Vendor liable To vendee for hidden defects unless waiver of said warranty is made.
Remedies of Vendee: Must be enforced within 6 MONTHS FROM DELIVERY
1. ACCION REDHIBITORIA – Rescission/Withdrawal
2. ACCION QUANTI MINORIS – Proportionate reduction of price
REQUISITES:
✓ Defect exist @ Sale
✓ Defect Hidden (Even if hidden if buyer is expert = vendor will not be liable)
✓ Defect renders unit unfit for intended use
✓ Enforced w/in 6 months from delivery of thing
✿ Warranty of Fitness – Warranty on quality for a particular purpose of thing (patent/trade no warranty un
stipulated)
✿ Warranty of Merchantability – Free from defect rendering it unmerchantable
✿ Warranty of Merchantable Quality – Goods fit for general purpose of thing & not on purpose of buyer
RULES IN CASE OF LOSS OF THING W/ HIDDEN DEFECT:
CAUSE OF LOSS VENDOR WAS:
VENDOR LIABLE FOR:
1. Return the Price
AWARE
2.Refund Contract Expenses
3.Pay Damages
1.Return the Price
NOT AWARE 2.Refund Contract Expenses
3.Pay Interest
DEFECT
FORTUITOUS
EVENT / FAULT
OF VENDEE
1.Return Price less value of thing @ time of loss
2.Pay damages
AWARE
NOT AWARE
1.Return Price less value of thing @ time of loss
RULES IN CASE OF ANIMALS W/ REDHIBITORY DEFECT
REDHIBITORY DEFEECT
(Defect wherein even an Experts Knowledge Insufficient to Discover It)
*if VETENIRARIAN thru his ignorance/bad faith failed to discover = LIABLE
REMEDIES:
GENERAL: 2 or more Animals sold together =Redhibitory defect of 1 will only cause 1 REDHIBITION
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1. ACCION REDHIBITORIA on defective animal
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2. ACCION QUANTI MINORIS for price of defective
EXCEPTIONS: Vendee intention tho for separate prices is that of a YOKE
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· TEAM · PAIR · SET
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1. ACCION REDHIBITORIA of whole contract
WHEN REDHIBITORY ACTION FILED : within 40 DAYS FROM DELIVERY
WHEN SALE OF ANIMAL IS VOID:
1. Animals suffering from contagious disease
2.Animals unfit for purpose intended as expressed in contract.
WHEN ANIMAL DIES OF DISEASE:
Vendor liable whether cause of death is redhibitory or not if:
✓ Disease existed @ sale
✓ Same disease is the cause of death
✓ Animal dies within 3 DAYS from purchase.
*No Warranty Against Hidden Defects for animals sold in Public Auction / Fairs.
CONSUMER ACT 7394: Consumer Product Warranties
OPERATIVE: from moment of sale
LIABLE PERSONS: Manufacturer
· Distributor · Retailer
(Retailer is only subsidiarily liable when Manufacturer/Distributer fails to honor warranty)
MINIMUM WARRANTIES:
♥ Remedy such product w/in reasonable time w/o charge
♥ Allow Buyer to elect for Refund or Replacement when aftr remedy product still defective
SELLER NOT LIABLE: Defect/Malfunction caused by damage due to unreasonable use
DURATION OF WARRANTY:
♥ Period stipulated
♥ SILENT: not less than 60 days to 1 yr
REMEDIES FOR BREACH
♥ EXPRESS WARRANTY ~ Repair product w/in 30 days
~ Refund when still not fixed
♥ IMPLIED WARRANTY ~ Retain goods & Recover damages
~ Reject Goods, Recover Damages
Obligation Of Vendee
✓To Accept Delivery ✓To pay price of thing
TO ACCEPT DELIVERY
ACCEPTANCE = 1. He expresses acceptance
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​ 2. Consumes/Uses the thing
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​ 3. He retains possession after lapse of time allowed w/o rejecting it
Buyer not bound to accept partial or installment delivery when he did not consented
EXTINGUISMENT OF SALE
1. NoCoMeRePaLoPreReFulAn
2. By Various Causes Such as:
♥ Cancellation of Installment sale
♥ Resale of Goods by unpaid seller
♥ Rescission of Sale by Unpaid Seller
♥ Rescission of buyer in case of Partial Eviction
♥ Rescission of buyer in case of Breach of Warranty of Hidden Defect
♥ Rescission of Animals w/ Redhibitory Defect
3. By Redemption whether Conventional or Legal
CONVENTIONAL REDEMPTION (Vendor reserves the right to repurchase the thing sold)
Seller Must Comply w/ Stipulations & Return upon redemption:
1. The price @ sale
2. Contract expenses
3. Necessary & Useful Expenses made on thing sold
LIABILTY ON FRUITS EXISTING @ TIME OF REDEMPTION
♥ Visible growing fruits @ Sale = No reimbursement if no indemnity was also made @ sale
♥ No growing fruits @ Sale = Fruits @ Redemption will be pro-rated
CONDITION OF PROPERTY @ TIME OF SALE
♥ Vendor shall redeem the property free from charges w/c the vendee constituted
♥ Vendor shall respect the leases of Vendee in Good Faiths
SUBROGATION OF VENDEE: Sale w/ Repurchase gives the vendee subrogation to rights of Vendor
PERIOD OF REDEMPTION:
►PERIOD SILENT:
►PERIOD FIXED:
►INDEFINITE PERIOD:
►CIVIL ACTION:
​4 years from contract
​ Period Agreed as long as not exceeding 10 yrs
​ Ex “at any time” = repurchase may be made Within 10 yrs
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​ endor may still repurchase w/in 30 days from Final Judgement
V
FAILURE TO REPURCHASE: Ownership consolidated to Vendee; Real Prop = Judicial Order needed
RIGHT TO REPURCHASE BINDING TO:
♥ Vendee A Retro (Original Vendee), his heirs & assignees
Undivided: Only to extent of part inherited
Given to only 1: Repurchase the whole against such heir
♥ Every Possessor even if not mentioned in contract provided right to repurchase
REGISTERED or Even if not registered, if Possessor have KNOWLEDGE of such.
RIGHT TO REPURCHASE AVAILED BY:
✿ Co-owner of undivided INDIVISIBLE immovable who sold their shares either separately or not They
compelled by possessor to redeem WHOLE even the part sold w/o right to repurchase · If they do not agre
not compel possessor to the repurchase
EX: A, B & C, co-owners. A sold an undivided immovable lot to K w/ right to repurchase. Later B & C likewise sold their share w/o right to repurchase. @ Redemption, K may compel A to redeem WHOLE and if A
compel K to a partial redemption
✿ Co-owner of undivided immovable who sold their shares @ same contract
Repurchase only their part BUT if possessor request to repurchase WHOLE they must comply · OTHERW
cannot compel him to agree to a partial redemption.
✿ Co-owner of undivided immovable who sold their shares @ different contracts
Repurchase only their part AND · no one can compel them to redeem WHOLE
LEGAL REDEMPTION ( right to be subrogated in place of another whereby ownership is transferred thru ONEROUS title)
*Thus not allowed if transfer is gratuitous
REDEMPTION BY:
✿ Co-owners – may exercise if share of co-owner sold to 3 person.
If 2 or more desires to redeem: – may only redeem in proportion to share they currently have
✿Adjoining Owner of RURAL Land – Rural land not ​1 Hectare is alienated, adjoining owner may redeem
rd
unless they do not own any rural land.
If 2 or more desires to redeem: 1. Smaller Area preferred
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​ 2. First to Request (same area)
*as longs as lands not separated by brooks/roads/apparent servitudes
✿Adjoining Owner of URBAN Land – Bought for speculation has been resold,
owner of adjoining land has a right of pre-emption @ reasonable price.
If 2 or more desires to redeem: 1. Intention best justified
PERIOD OF PRE-EMPTION & REDEMPTION
✿ Pre-emption – 30 days from written notice of prospective buyer
✿ Redemption – 30 days from written notice of vendor
*Land will not be registered if not accompanied by affidavit of notice
EQUITABLE MORTGAGE
(tho lacking formalities as required by law = real intention is to charge property as security to debt)
1. Parties enter Contract of Sale
2.Real Intention is only to secure existing debt
CONTRACTS PRESUMED TO BE EQUITABLE MORTGAGE
1. Price of sale w/ Right to repurchase INADEQUATE
2. Vendor remains in possession as lessee
3. Period for exercise of right to repurchase EXTENDED
4. Purchaser retains himself a part of Purchase Price
5. When Vendor Binds himself to pay Taxes on thing sold
6. When real intention was to secure a debt
IN CASE OF DOUBT: Contract purporting to be Sale w/ right to repurchase = Equitable Mortgage
REFORMATION : Vendor may ask for reformation
ASSIGNMENT OF CREDIT/
INCORPOREAL RIGHT
rd
(Person transfers his credit, right & action against a 3 person to another person for a consideration)
PERFECTED: @meeting of minds = mere consent
FORM : Bind Parties
~ Any form
​Bind 3 Persons~ Movable : Public Document
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​Immovable : Publlic Doc + Registration in Registry of Property
EFFECT IF DEBTOR PAYS OLD CREDTOR
W/o knowledge of assignment: Released from obligation
W/ Knowledge of assignment : Not release from obligation
*Assignment does NOT require DEBTOR’S CONSENT · Notice to him must be given so that he can pay
assignee
rd
WARRANTIES OF ASSIGNOR:
♥ Legality (note was for illegal gambling = Assignor liable)
♥ Existence (note prescribed = Assignor liable)
*No warranty against DOUBTFUL credits (Debt in Litigation, if later X cannot collect=Assignor not liabl
*No warranty against INSOLVENCY unless expressly agreed OR was already existing or @ public knowl
of assignment
LIABILITY OF ASSIGNOR WHEN WARRANTIES ARE VIOLATED:
·
·
GOOD FAITH: Price Contract Expenses
BAD FAITH
· Assignment Expenses
· Assignment Expenses · Damages
: Price Contract Expenses
WARRANTY DURATION : 1. Period stipulated
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​2. No period: 1 yr from maturity/assignment whver comes LATER
SALE OF PRESENT INHERITANCE
WARRANTY OF HEIRSHIP: Liable only for his character as heir & not on value inherited
Unless seller expressly STATED his inheritance = liable for violation of warranty
VENDOR: Reimburse vendee from fruits gained from inheritance sold
VENDEE: Reimburse vendor for estate expenses
SALE OF CREDIT/INCORPOREAL RIGHT IN LITIGATION
IN LITIGATION = from the time complaint concerning the same is answered
(D owes C 50k. D did not pay upon demand, so C filed complaint which was answered by D. Later C assigned his right to X for 40k. D may exercise right to Legal Redemption by Paying X 4
Legal Redemption by Debtor, Pay: Price
· Judicial Cost · Interest
Exercise within: 30 days assignee demands payment
Purpose of Legal Redemption:
♥ Enable debtor to pay less than value of credit
♥ Prevent speculation
♥ Put end in litigation
Exceptions to Legal Redemption:
♥ To co-owner or co-heir of right assigned
(D owes 100K to A & B, they sue D for collection whch was answered by D. Later, A sold his right to B, co-owner: D cannot redeem As share frm B= To do away w/ co-ownership)
♥ To creditor in payment of his debt
(D owes A 100K , He sue D for collection whch was answered by D. Later, A sold his right to B, which he owes 80K: D cannot redeem against B = No speculation existing)
♥ To possessor of a tenement of land which is subject to right in litigation assigned
(D obtained loan from A guaranteed by land. Later D sold his land to B. When D could not pay, A sued D whch was answered by him. Later, A assigned his credit to B. = No legal redemption