Intro to Law on Sales > Sales, agency, loans, mortgage, and other credit transactions. > Under Civil Law in the Book V of the Civil Code under Special Contracts. Article 1458 - By the contract of sale one of the contracting parties binds himself to transfer the ownership and to deliver a determinate thing, and the other to pay therefor a price certain in money or its equivalent. Sales ● Article 1458 ● It is a contract as provided by law. 3 stages in a contract ● Preparation - Stage of negotiation; No duty or right yet ● Perfection - Start of an obligation; once consent is given, duty and rights arise. Liability can arise once terms are breached. ● Termination - End of right and duty. The contract has been fulfilled. Kinds of Contracts ➔ Consensual or Real ◆ Consensual ● Perfected upon giving consent ● NEED: A certain offer and absolute acceptance. ● Contract of Sale ◆ Real ● Perfected upon delivery ● Consent is necessary and given ● But not yet perfected with just consent ● Contract of pledge; by way of collateral ➔ Onerous or Gratuitous ◆ Onerous ● Burdensome ◆ Gratuitous ● Free ➔ Unilateral or Bilateral ◆ Unilateral ● Only one party has an obligation. ◆ Bilateral ● All parties have an obligation. ➔ Principal and Accessory ◆ Principal ● Can stand alone ◆ Accessory ● Need a principal contract ➔ Nominate and Innominate ◆ Nominate ● With name ◆ Innominate ● W/o name Kinds of Innominate Contract 1. Do ut des Give to give 2. Do ut Facias Give to do 3. Facio ut des Do to give 4. Facio ut Facias Give to give Problem: Buying in a supermarket… 1. What contract is it? - Contract of Sale 2. When is it perfected? - Upon scanning 3. When is it terminated? - Upon Payment “In some circumstances, you can back out during perfection of a contract if it is a justifiable mistake.” Elements of a contract of sale 1. Essential element a. Consent b. Object - A thing or right c. Cause 2. Natural - always present in a contract of sale, no need to agree Ex. warranty 3. Accidental - elements agreed upon by parties (terms and conditions) - manner of delivery, price, and interest rate Essential elements/ requisites of a contract of sale a. Consent b. Object - A thing or right - Ex. (right) franchise - A right to operate - Requisites 1. Within the commerce of men 2. licit; lawful - Illicit per se: always unlawful - Illicit per accidence: sometimes unlawful 3. Transmissible c. Transferrable Cause ● - Reason of contract - The object of the other party is the cause of the other In a contract, there are only 2 parties only but many can be involved Ex. 7 vendors - 1 party only Similar or related contracts to contract of sale 1. Dacion en pago (payment in kind) - The obligation in sale extinguished when accepted - It is like a sale - There is a transfer of ownership - There is payment, only in kind - In sale, there is only creation of obligation - In dacion, there is only extinguishment of obligation - Not a contract of sale but; but it is like a sale because of transfer of ownership and payment 2. Payment by cession - There is an insolvent debtor w/ several creditors. - All his properties will be sold and the proceeds to be distributed to his creditors. - There is a process of selling. - Not a contract of sale but like a sale because it involves selling properties. 3. Contract for a piece of work - To do or make something for you - To buy a non-existent thing - Employing one’s labor, skill, or to furnish a material. Ex. Furniture shop. - Choose one from catalogue to be manufactured for you only. Piece - Choose from one of many sets. Sale - Out of stock but will make one again for you. Sale.
