Obligations of the Vendor
Section 1 General Provisions
Article 1495
The vendor is bound to transfer the ownership of and deliver, as well as warrant the thing which is the
object of the sale.
Principal obligations of the Vendor
1.
2.
3.
4.
5.
Transfer ownership of the determinate thing sold;
Deliver the thing;
To warrant against eviction and hidden defects;
To take care of the thing, pending delivery, with proper diligence
To pay for the expenses for the execution and registration of the deed of sale, unless there is a
stipulation to the contrary.
Obligation to transfer ownership and to deliver.
The vendor need not be the owner of the thing at the time of perfection of the contract. It is
sufficient the he has “a right to transfer the ownership thereof at the time it is delivered”. One who sells
something he does not yet own is bound by the sale when he acquires the thing later.
Obligation to take care of, and preserve, the thing.
1. The seller is obliged to take care of the thing sold 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. The
seller is bound to deliver the thing sold and its accessions and accessories in the condition in
which they were upon the perfection of the contract.
2. The obligation to preserve the thing obligates the seller to not transform, alter, or alienate the
thing sold. He can be made responsible for damage or injury to the thing as a result of fault,
fraud, or negligence on his part during the time between perfection of the contract and delivery
to the buyer.
Article 1496
The ownership of the thing sold is acquired by the vendee from the moment it is delivered to him in
any of the ways specified in article 1497 to 1501, or in any other manner signifying an agreement that
the possession is transferred from the vendor to the vendee.
Transfer of ownership effected by delivery.
1. Ways of effecting delivery – ownership of the thing sold shall be transferred to the vendee upon the
delivery thereof which may be effected in any of the following ways:
a. By actual or real delivery (Article 1497)
b. By constructive or legal delivery (Articles 1498-1501)
c. By delivery in any other manner signifying an agreement that the possession is transferred to
the vendee. (Article 1496-1499)
2. Intention to deliver essential – delivery is an indispensable requisite for the transfer of ownership
which under our law cannot be effected by mere consent. To transfer ownership, the act of delivery
must be made with intention of delivering the thing sold.
3. Delivery to proper person – the delivery must be made to the vendee or his authorized
representative. Where the vendee did not name any person to whom the delivery shall be made in
his behalf, the vendor is bound to deliver exclusively to him.
Ways of effecting Constructive Delivery.
1. Equivalent to actual delivery – constructive or legal delivery is equivalent to actual delivery. It may
be effective in any of the following ways:
a. By execution of a public instrument (Article 1498,par. 1)
b. By symbolic tradition or tradition symbolica
2. ;
c. By tradition longa manu (Article 1499)
d. By tradition brevi manu
e. By tradition constitutum possessorium (Article 1500)
f. By quasi-delivery or quasi-traditio (Article 1501)
3. Contrary may be stipulated – the parties may stipulate that the ownership in the thing shall pass to
the purchaser only after he has fully paid the price or fulfilled certain conditions. In a contract of
absolute sale, ownership is transferred simultaneously with the delivery of the thing sold.
Section 2 – Delivery of the Thing Sold
Article 1497
The thing sold shall be understood as delivered, when it is placed in the control and possession of the
vendee.
Concept of tradition or delivery.
Tradition is a derivative(copied) mode of acquiring ownership by virtue of which one who has
the right and intention to alienate a corporeal thing, transmits it by virtue of a just title to one who
accepts the same.
Importance of Tradition.
Delivery and payment of the price marks the consummation of the contract of sale. Delivery is
necessary to enable the vendee to enjoy and make use of the property purchased.
It is only by delivery, actual or constructive, that a vendee acquires a real right or ownership
over it. After delivery, the risk of loss of the thing sold is borne by the vendee.
Actual Delivery of the Thing Sold.
1. When deemed made – there is actual delivery when thing sold is placed in the control and
possession of the vendee. This involved physical delivery of the thing and is usually done by the
passing of a movable thing from hand to hand.
2. Not always essential to passing of title – actual or manual delivery of thing is not always
essential to the passing of title. Parties may agree when and on what conditions the ownership
shall pass to the buyer.
3. Proof of delivery – delivery is generally evidenced by a written acknowledgement of a person
that he or she has actually received the thing or the goods, as in delivery receipts.
Article 1498
When the sale is made through a public instrument, the execution thereof shall be equivalent to the
delivery of the thing which is the object of the contract, if from the deed the contrary does not appear
or cannot clearly be inferred.
With regard to moveable property, its delivery may also be made by the delivery of the keys of the
place or depository where it is stored or kept.
Execution of a Public Instrument or Document.
1. Meaning of public instrument – it is one which is acknowledge before a notary public or any
official authorized to administer oath, by the person who executed the same.
2. General rule – execution of a public instrument as a manner of delivery applies to movable as
well as immovable property since the law does not make any distinction. The manner of delivery
is also symbolic.
3. Exception – if it appears from the document or it can be inferred therefrom that it was not the
intention of the parties to make delivery, no tradition can be deemed to have taken place.
Where thing not subject to Control of Vendor.
Symbolic delivery by execution of a public instrument is equivalent to actual delivery only when
the thing is subject to the control of the vendor. Vendor who executes said public instrument fails in his
obligation to deliver it if the vendee cannot enjoy its possession because of the opposition or resistance
of a third person (squatter) who is in actual possession. This is another exception to the general rule
that there is presumptive delivery by execution of a public instrument.
A seller cannot deliver constructively if he cannot deliver actually even if he wants to.
Symbolic Tradition.
Constructive delivery is symbolic when the parties make use of a token symbol to represent the
thing delivered.
Delivery of the key where the thing sold is stored or kept is equivalent to the delivery of the
thing because the key represents the thing. Giving of delivery orders is also a symbolic delivery, upon
withdrawal there is actual delivery which consummates the sale.
Article 1499
The delivery of movable property may likewise be made by the mere consent or agreement of the
contracting parties, if the thing sold cannot be transferred to the possession of the vendee at the time
of sale, or if the latter already had it in his possession for any other reason.
Traditio Longa Manu.
The first part of Article 1499 refers to this kind of tradition. It takes place by the mere consent or
agreement of the contracting parties as when the vendor merely points to the thing sold which shall
thereafter be at the control and disposal of the vendee.
It should be noted that delivery “by the mere consent or agreement of the contracting parties”
is qualified by the phrase “if the thing sold cannot be transferred to the possession of the vendee at the
time of sale”
Traditio Brevi Manu.
This mode of delivery happens when the vendee has already the possession of the thing sold by
virtue of another title as when the lessor sells the thing leased to the lessee.
Article 1500
There may also be tradition constitutum possessorium.
Traditio Constitutum Possessorium.
Vendor continues in possession of the property sold not as the owner but in some other
capacity. (Turned to be the lessee, depositary or borrower)
Article 1501
With respect to incorporeal property, the provisions of the first paragraph of article 1498 shall govern.
In any other case wherein said provisions are not applicable, the placing of the titles of ownership in
the possession of the vendee or the use by the vendee of his rights, with the vendor’s consent, shall
be understood as a delivery.
Quasi-traditio.
Tradition can only be made with respect to corporeal things. In the case of incorporeal
things(rights), delivery is effected:
1. By the execution of a public instrument;
2. When that mode of delivery is not applicable, by the placing of the titles of ownership in the
possession of the vendee; (certificates of stock for sale of shares of stock)
3. By allowing the vendee to use his rights as new owner with the consent of the vendor. (the
vendee of shares where the same has not been transferred in his name yet, with the consent of
the owner, through a proxy, he may exercise his rights as a stockholder)
The delivery to a person of a negotiable document of title in which it is stated that the goods
referred to therein will be delivered to the bearer amounts to delivery of the goods to such person.
Delivery by agreement signifying a transfer of possession.
Actual or manual delivery of an article sold is not always essential to the passing of title thereto.
In other words, in all different modes of effecting delivery, it is the real intention of the parties, to
deliver on the part of the vendor, and to accept on the part of the vendee which gives legal effect to the
act. Without such intention, there is no tradition.