1503- Delivery of Specific Goods to Carrier
General Rule: Where in pursuance to a contract of
sale, the seller is authorized or required to send the
goods to the buyer, delivery of the goods to the
carrier, whether named by the buyer or not, for the
purpose of transmission to the buyer is deemed to be
a delivery of the goods to the buyer, if there is
nothing else to show a contrary intention. (Art. 1523,
par. 1) (deliver to the courier is considered delivery
to the buyer)
Exceptions (1503): In the following instances, the
delivery to a carrier is not considered delivery to the
buyer –
1. Where the contrary intention appears or when the
terms of the contract, the seller reserved the right of
possession or ownership of the goods until certain
conditions have been fulfilled.
his agent, but possession of the bill of lading is
retained by the seller or his agent
- Naship na yung books and the bill of lading is deliverable to
me/agent but if the document is still sa seller/agent then that is
an implied reservation on the part of the seller. He is reserving
his right of possession.
1504- RISK OF LOSS
RES PERIT DOMINO- THING PERISHES WITH
ITS OWNER
(SELLER NAWALA OBJECT WALA PA DELIVERY
SELLER BEARS THE RISK OF LOSS SINCE WALA PANG
TRANSFER OF OWNERSHIP; NAWALA OBJECT KAPAG
KAY DELIVERY NA BUYER THE WILL BEAR THE
LOSS)
General Rule: The goods remain at the seller's risk
until the ownership therein is transferred to the buyer,
but when the ownership therein is transferred to the
buyer the goods are at the buyer's risk whether actual
delivery has been made or not. (Res perit domino)
Exceptions:
1. When the contrary is expressly agreed upon
Ex. Purchase of books to rex bookstore. Rex papadala book sa
akin. Rex delivers the book through lbc courier deemed to be
delivery of rex to me (general rule). Rex reserved its rights of
possession and ownership over the textbook until certain
conditions have been fulfilled unless there is already payment
of the price of the book and shipping (exception 1 to general
rule)
-
2. The ownership is deemed impliedly reserved in the
following cases: (reservation on the part of the seller
that he is still the owner of the thing despite the
delivery to the courier)
a. When by the bill of lading (commercial paper, a
document which evidences title over the thing being
shipped) the goods are deliverable to the seller or
agent, or to the order of the seller or agent. But if
except for the form of the bill of lading, the
ownership would have passed to the buyer on
shipment of goods, the seller's property in the goods
shall be deemed only for the purpose of securing
performance by the buyer of his obligations under the
contract
-
-if this bill of lading is deliverable to the seller or the seller’s
agent, there is an implied reservation of ownership over the
thing being delivered to courier. – the purpose why the bill of
lading is deliverable to the seller/agent must not be for the
purpose only of securing that the seller will be paying the price
of the good (if yun lang purpose then balik sa GR).
-
b. When goods are shipped, and by the bill of lading
the goods are deliverable to the order of the buyer or
the seller offers to sell to the buyer jewelry and they agreed that
after their contract of sale, kahit wala pang delivery, pag nawala
jewelry, then the buyer will have to bear the risk of loss
2. Where delivery of the goods has been made to the
buyer or to a bailee for the buyer in pursuance of
the contract and the ownership in the goods has
been retained by the seller merely to secure
performance by the buver of his obligations
under the contract, the goods are at the buyer's
risk from the time of such delivery.
The seller offered to sell to the buyer pieces of jewelry and
already been delivered but may agreement na di pa rin si buyer
ang owner ng object kasi hindi pa bayad ng buo yung pieces of
jewelry. Pag Nawala jewelries, the seller will bear the risk of
loss. But if such retention of ownership is merely to secure
performance by the buyer of his contract obligations which is
to pay (so na kay buyer na jewelry but the risk will be on the
buyer).
3. Where actual delivery has been delayed through
the fault of either the buyer or seller the goods are
at the risk of the party in fault
the person who causes delay. Nagdeeliver na dapat si seller pero
ayaw pa tanggapin ni buyer the reason of buyer is unreasonable
tas nawala object, buyer will bear the risk of loss.
Seller nagbent kay buyer tas nag set date ng delivery.
Pagdating due kung kailan need ideliver, hindi nagdeliver,
nagdemand buyer wala pa rin then there’s a delay of
delivery through the fault of the seller. Object is lost, seller
will bear the risk of loss.
4. Unless otherwise agreed, where goods are sent
by the seller to the buyer under circumstances in
which the seller knows or ought to know that it is
usual to insure, the seller must give such notice
to the buyer as may enable him to them during
their transit, and, if the seller fails to do so, the
goods deemed to be at his risk during such transit.
-
object of the contract of sake must be insured. Papadala ni seler
paputok eh delikado need ng masisinsnag packaging para
maiwas loss need iinsure pero di nagbigay ng notice to seller.
While in transit, paputok Nawala. Loss shall be borne by the
seller.
1505- SALE BY NON-OWNER OR WITHOUT
AUTHORITY TO SELL
General Rule: Ownership is not acquired by the
buyer. One cannot give what he does not have.
(A person who sells something which he does not own or a
person who sells an object without authority to sell (kunyare
agent nagbenta without authority ni seller).
(Seller nagbenta ng property pero di siya may ari kahit
madeliver yung property kay buyer ownership is not acquired
by the buyer because seller cannot transfer something he
doesn’t own.)
Exceptions:
1. Seller has a right to transfer ownership
-
seller hindi may ari pero may karapatan na mag transfer ng
ownership. example agent nagbenta and has authority to sell the
property.
2. Estoppel: Owner is, by his conduct, precluded
from denying the seller's authority to sell (Art.
1434)
-
S owns house and lot. A pakilamera binenta house and lot ni S
kay B. Nakaharap si S tas nag uusap si A and B tungkol sa sale
ng house and lot si S di umiimik then he is now estopped by his
conduct from denying the seller’s authority to sell. Kasi if wala
authority si A dapat andun siya dapat si S kumontra but di siya
kumontra he remained silent as if he has given authority to A to
sell his property.
3.
-
-
Registered land bought in good faith
When a person buys property in particular a pc of land and his
basis is fr the title of land even if the person who is telling the
property to the buyer is not the real owner of such property, the
buyer is protected because of the transfer certificate of the title.
May provision sa batas to preserve intergrity of titled lands.
S binebenta property na di sakanya kaya lang may title ng lupa
na sa kanya nakapangalan. USingnthat registered title, bineneta
nuya kay B. Ininspect ni B title naniwala kaya binili nya.
4. Order of courts; Statutory sale
-
S di nakapagbayad ng taxes what the gov did is to take his
properties di mismo gagamitin ng properties but sell the
properties into cash. So the court will order the sale, the court
and the sheriff are not the owner of properties but the sale here
is still valid
5. When goods are purchased in merchant's store,
fair or market (Art. 1505)
-
B who bought a ring in a store. Yung ring di talaga yung store
owner ang may ari nakaw pala. When you purchase properties
or objects in a merchant store, pag natanggap object, you don’t
have to question the ownership of the seller over these
properties. Basta binili don, ownership is already acquired by
you as a buyer.
1506- SALE BY PERSON HAVING A VOIDABLE
TITLE
If the seller has only a voidable title to the goods, the
buyer acquires a good title to the goods provided he
buys them:
1. Before the title of the seller has been avoided;
2. In good faith and for value; and
3. Without notice of the seller's defect of title.
S who purchases a car from M. At the time of purchase, M is 16
years old mukha lang siyang 21 dahil sa kanyang features. The
contract of sale between S and M is voidable because one of the
parties is incapacitated. Voidable, valid until annulled.
Hanggang di na-aannul yung title ni S saknyang property,
pwede niya ibenta property. The car was sold to N. The buyer
acquires a good title to the property provided that, he buys the
car with good faith, without notice of the seller’s defect of title.
Purchase by M must be before the title of S has been annulled.
1507- DOCUMENTS OF TITLE
This is evidence of the possession of another person
of certain goods. This good is described in the
document.
It is the medium of transferring title and possession
over the goods describe therein without having to
effect actual delivery thereof.
Example quedan. A document evidences possession
or control of sugar. With that quedan, you can
already make transactions with regard to that sugar
cover with that quedan.
For example, the owner of sacks of sugar is A. It is
stored in the warehouse of X and because of that
storage, you have a document of title issued by X na
hawak ni A. Si A pwede niya transact donate ganon
to B without having to actually take the sugar in the
warehouse of X and make actual delivery to B.
Document of title lang simply negotiate with that
quedan. For the convience of the parties.
Document is negotiable if (deliverable to
bearer/holder; deliverable to the order of a certain
person)
1. The goods are deliverable to the bearer (Bearer
Document of Title); or
2. The goods are deliverable to the order of a certain
person (Order document of title)
If the goods covered by the document of title are
deliverable to a specified person, the document is
non-negotiable. (Deliverable to X)
-pinagkaiba words of negotiability
1508 & 1509- different modes of transferring
negotiable title
Negotiation- way of transferring a document to
another person.
Negotiation of a document of title
1. Delivery- iaabot lang yung mismong bill of
lading from one person to another
2. Indorsement and Delivery- fixing of the signature
on the instrument/ back of the instrument
(indorsement) with delivery.
Transferor- magtratransfer ng document of title
Transferee- tatanggap
Terms of Document
How negotiated
Goods are deliverable to By delivery of the
the bearer (delivery)
document to another
Endorsed in blank by the
person to whose order the
goods were supposed to be
delivered (endorsement in
blank converts your order
document of title to a
bearer document of title. It
may be now negotiated by
mere delivery.)
Goods are deliverable to By indorsement of
the order of a specified such person
person
Pag endorsement kasi pipirma si transferor sa bill of
lading or warehouse receipt pag order document.
When you endorse, pwedeng ilagay na deliver to the
order of another person or deliver to a specified
person or basta pumirma ka nalang don.
When the transferor simply writes his signature on
the document that is an endorsement in blank.
Ex. A purchases goods from B. These goods will be
delivered by a carrier (X). While the goods are in
transit from the warehouse of X to A. Nag issue ng
negotiable document ot title which is bill of lading
deliverable to the order of A. A, while the goods are
still in transit, pwede niya ibenta/ipasa sa iba,
inenegotiate niya ang bill of lading. Since the bill of
lading is deliverable to a specified person, meron
dapat endorsement and delivery when deliverable to
the order of a certain person need pirma then ideliver
bill of lading.
A sold the goods evidenced by that bill of lading to
P. After magbayad ni P kay A, pipirma siya sa bill of
lading tas pwede niya ilagay delivered to P then
pipirma siya then he will hand this bill of lading to P.
P may hawak ng BOL sakanya na dapat ideliver
goods tas pwede niya ulit ibenta.
P sold the goods to R. Pwede niya ulit iendorse na
deliver to R or basta pirma na lang. Yung pagpirma
niya ng pangalan niya lang ay endorsement in blank.
With that endorsement in blank, R may hawak na
pwede niya pa rin inegotiate. R, the present
bearer/holder of this document od title can now
simply deliver this document of title to another
person.
Pag ang document ay deliverable to the order of a
specified person, the document must be endorsed
and delivered.
Carrier ibabase yung pagdeliver sa utos ni X. X dahil
sa endorsement niya ay deliver to B then deliver it to
B.
1508- speaks of the negotiation of a bearer document
of title
1509- order document of title
1510
The words not negotiable, non-negotiable, and the
like when placed upon the document of title in which
the goods are to be delivered to order or to bearer
have no effect and the document continues to be
negotiable.
Once your bill of lading is indicated to be deliverable
to the order of X kahit mag lagay doon ng not
nego/non-nego, negotiable document title pa rin.
1511- NON NEGOTIABLE DOCUMENTS
A non-negotiable document of title cannot be
negotiated. Deliverable to a specified person. It can
be transferred or assigned by delivery (by merely
delivering your quedan, warehouse receipt etc.)
Different rights which may be acquired by the
transferee (pinagkaiba ng ng negotiation sa
transferring/assigning).
1512- who may negotiate this negotiable document
of title
Kapag bearer, kyung sino may hawak ng document
of title, sakanya deliverable. Document of title is the
evidence of possession. Kapag enstrusted lang ng
real owner, pwede pa rin tanggapin yung delivery.
1513- rights of a person to whom a negotiable
document of title has been duly negotiated
A person to whom a document has been negotiated
acquires:
1. Title of the person negotiating the document,
over goods covered by the document
- A bought sack of rice from B. Sack of rice will be
delivered through carrier (X). X is the bailee. X
issues bill of lading.
- Deliverable to the order of A. A while the goods are
in transit, A now sold this sack of rice to P. A
negotiated this order document of title. It must be
negotiated by endorsement and delivery. Pumirma
siya and dineliver kay P. P now the present holder. P
sold the rice to R. Pumirma rin siya then deliver to R.
R has now acquired the title of P (negotiated the title)
and has a title over the goods. R acquires also the
owner title. X to hold possession for the goods for
him. X now obliged to hold the sacks of rice for R
(present holder).
2. Title of depositor/owner over such goods
3. Direct obligation of bailee/carrier to hold
possession of goods for him
1514- rights of a person to whom a document of title
has been transferred (non-negot)
A person to whom a document has been transferred
acquires
1. Title to goods against the transferor
2. Right to notify the bailee (person who holds the
goods for the owner or for the bailor or the depositor)
of the transferor thereof
- transferee has the right to give notice to
bailee/carrier/warehouseman that there is already a
transfer over the title
3. Right, thereafter, to acquire the obligation of the
bailee to hold the goods for him
1515- TRANSFER OF ORDER DOCUMENT
WITHOUT ENDORSEMENT
Order document of title must be with deliver and endorsement
but there are instances where nakakalimutang pumirma sa
BOL/Warehouse receipt dineliver lang.
-
Transfer of order document without indorsement
The transferee acquires a right against the transferor
to compel him to indorse the document, unless a
contrary intention appears.
Transferee can compel the transferor to sign on the
instrument unless a contrary intention appears unless
di talaga negotiation yung gusting gawin ni
transferor without endorsing. Transferee can force
his transferor to sign in the instrument
1516
Warranties of seller of documents of title
A person who negotiates a document of title warrants
1. Genuineness of the document
2. The legal right to negotiate or transfer- as the
person negotiates this document of title he
declares that he has a legal right to negotiate or
transfer the same
3. That there is no knowledge of any fact which
would impair the validity or worth of the
document
4. The right to transfer the title to the goods and
merchantability or fitness for a particular
purpose, whenever such warranties would have
been implied- pag dumating goods tas sira sira
then the transferor is not liable
1517- things na di winawarrant
A person who negotiates a document of title does not
warrant that
1. Common carrier will fulfill its obligation to
deliver the goods
2. Previous endorsers will fulfill their obligation
While the goods are in transit and then ikaw na bumili ng goods
you are going to sell the same goods to the same person you do
not guaranty that the goods will be delivered by the carrier. The
carrier has the obligation to deliver the goods but if you are the
transferor u will not guaranty na idedeliver ito ng common
carrier. A person who purchases/transacts with the use of a
document of title pag siya buyer, he runs the risk na baka di
gawin ni common carrier yung kanyang obligation. Pag di
ginawa ni cc yung obli niya to deliver the goods, run after to the
common carrier itself not to the transferor.
The endorsement of a document of title amounts
merely to a conveyance by the endorser, not a
contract of guarantee.
1518
A negotiable document may be negotiable by ay
person in possession of the same, however such
possession may have been acquired.
Any person may negotiate a negotiable document of
title. Focus is the document of title itself not the
goods. If the document of title ay ninakaw, the thief
can negotiate that document of title and it is
transferred to an innocent person, the transferee now
acquired title over the goods. Pero pag ang nakaw ay
yung goods mismo kahit na true yung document of
title mo and it is transferred to another person,this
transferee can never acquired title on the stolen
goods.
1519
Rules on levy/Garnishment of Goods (process
whereby a court designates properties of another
person in satisfaction of a judgement against him)
Ex. Creditor sinisingil utang kay debtor. Debtor
ayaw magbayad. Creditor goes to court ask the help
of court. The court can attach the property of the
debtor idedesignate niya yung ilan sa mga properties
ni debtor at kung natalo si debtor may utang nga si
debtor at di pabayad those properties which have
been attached will be sold and the proceeds will be
used in satisfaction of the claim of the creditor.
GR: Goods in the hands of the carrier covered by a
negotiable document cannot be attached or levied
upon, unless:
1. Document is first surrendered to the carrier; or
2. Impounded by the court; or
3. Its negotiation is enjoined/prohibited/forbidden.
1520
-
Creditor’s remedy (na di binibayaran ng debtor na
owner ng negotiable document of title)
The court has full power to aid by injunction
(restraining order) and otherwise a creditor seeking
to get a negotiable document covering such goods.
Pinglalaban n ani creditor ay yung negotiable
document of title itself not the goods. The court can
issue restraining order na di pwedeng inegotiate ang
title na yan.
If an injunction is issued but the negotiable document
of title is negotiated to an innocent person, the
transfer is nevertheless effectual.
1521-PLACE AND TIME OF DELIVERY
Where to deliver
A hierarchy is followed:
1. Stipulation of the buyer and seller- agreement
then yon
2. Usage of trade- kung ano nakagawian sa
transaction
3. Seller’s place of business (office)
4. Seller’s residence
Specific goods, which the parties knew to be at some
other place when the contract was perfected, that
place is the place of delivery (B and S contract of sale.
Car. (located in a certain praking lot) alam nila kung
saan yung parking lot delivery will be where the parking
lot is located)
Goods are at the time of sale processed by a third
person, there is no delivery until he acknowledges to
the buyer that he holds the goods for the buyer. (B and
S contract of sale of a sack of rice. At the time of the perfection
of the contract of sale, this sack of rice is placed on a certain
warehouse (X). There is no delivery until acknowledges to B
that he is holding the sack of rice for B.)
WHEN TO DELIVER
Absent a stipulation as to time, delivery must be
made within a reasonable time; demand or tender of
delivery shall be made at a reasonable hour.
What is a reasonable time is properly a question of
fact as it is dependent upon the circumstances
attending the particular transaction, such as the
character of the goods, the purpose for which they are
intended, the ability of the seller to produce the goods
if they are to be manufactured, the fa available for
transportation and distance the goods must be
carried, the usual course of business in the particular
trade. (Not fixed depends on the circumstances)
Duty of the seller to put the goods in a deliverable
condition
Unless otherwise agreed, the seller bears the
expenses to place the thing in a deliverable state, that
is, in such a state that the buyer would, under the
contract, be bound to take delivery of them. (seller
gagastos ng pag bubble wrap ng mga gooods na
idedeliver)
1522- DELIVERY OF GOODS
Quantity is less than expected
1. Buyer may reject all
2. Buyer may accept
 If buyer accepts with knowledge of seller's
inability to deliver the rest - buyer pays contract
price (80*100)
 If buyer has used or disposed of prior to knowing
seller's inability to deliver the rest, or buyer does
not know of seller's inability to deliver the rest buyer pays fair value (80 na chairs binenta nya
na bago pa niya pa malaman na hindi na pala
kaya ni S ideliver yung remaining 20. Buyer will
pay the FV of 80 chairs. If 90 ang FV, then
90*80)
Contract of sale between 2 parties. Object of contract
100 chairs, SP 100 pesos per chair. Date of delivery
80 lang less than the agreement. Buyer can
reject/accept.
Quantity is more than expected
1. If divisible, the buyer may accept only the
contracted quantity, and reject the rest buyer pays
contract price
2. Buyer may accept all - buyer pays for all at the
contract price
3. If indivisible, buyer may reject all (if hindi
pwedeng tanggapin ng partial then buyer may reject
all)
100 chairs per 100. May sobrang 10 yung dinveliver
Quality different or different goods
1. If divisible, the buyer may accept the goods
compliant with the contract and those that are not.
(120 PLASTIC CHAIR 100 PESOS PER CHAIR. 90
PLASTIC 10 WOODEN DINELIVER. ACCEPT 90
ONLY)
2. If indivisible, buyer may reject all (B AND S
ENTERED INTO A CONTRACT OF SALE OF A
CARABAO. USAPAN DAPAT MAY BIGAT NA
120 KG BUT WHEN THE CARABAO WAS
DELIVERED BY THE SELLER TO THE BUYER,
150 KG TIMBANG. INDIVISIBLE SINCE DI
NAMAN
PWEDE
TANGGALIN
YUNG
SOBRANG TIMBANG KAYA PWEDE IREJECT)
1523
GR: The delivery of the goods to the carrier is
tantamount to delivery of the goods to the buyer
himself. EXCEPTIONS (1503).
1524- DELIVER SIMULTANEOUS WITH
PAYMENT OF PRICE
Sabay ang delivery ng object at payment ng price.
GR: The thing shall not be delivered unless the price
be paid.
Exception: The things must be delivered through the
price be not first paid, if a time for such payment has
been fixed in the contract.
1525- UNPAID SELLER
A seller is considered to be an unpaid seller if the
whole price has not been paid or tendered, or when
check received as conditional payment was
dishonored by nonpayment or insolvency of the
buyer. (Baviera)
Term also includes:
1. The agent of the seller to whom the bill of lading
was endorsed;
2. The consignor or agent who had paid the price or
is responsible for the
3. Any other person who is in the position of a seller
(i.e., buyer who p price and had a right to return the
goods) (Baviera)
A buyer who has paid the price had the right to return
the goods. Kapag may transactions which involves
the sale or return these persons are also included
when you say unpaid seller. You have an agent
because the agent is acting in representation or in
behalf of principal which is the seller.
1526- REMEDIES OF AN UNAPID SELLER
1. An unpaid seller has an interest over these
goods and has a right to retain these goods
until he has been paid the price of these goods
2. While the goods are in transit, the seller
delivered the goods using a carrier so while
the goods are In the hands of the carrier tas
papunta pa lang siya sa place ng buyer hindi
pa nababayaran tas insolvent pa pala si buyer
then the seller has a remedy of stopping the
goods in transit and can get back the goods
for himself.
3. The goods which have been purchased by the
buyer pero di pa naman nag tender ng
payment si buyer, the same goods when the
goods are perishable, the seller can sell it to
other persons
4. Right to rescind. Here the seller will cancel
the sale taking back the goods kapag
naideliver na sa buyer.
Even if ownership in the goods has already passed to
the buyer, the unpaid seller may exercise the rights
enumerated.
1527- POSSESSORY LIEN
When unpaid seller's possessory lien may be
exercised
Stipulation of credit
A period for payment of the price has been fixed in
the contract (the purchaser/buyer/vendee is given a
specific period of time by which to pay this amount
or the price of sale. )
In the absence of any stipulation as to credit, the
seller is entitled to the payment of the price at the
time that he transfers the possession of the goods.
Accordingly, the seller has always a lien upon the
goods which he sells until payment or tender of the
entire price. (if wala usapan kung kailan babayaran
ni B yung phone kay S. Kapag dinedeliver na ni S
yung phone kay B, dapat magabyad na si B. So ex. S
delievered the phoe to B tas tinanggap ni . B is in the
possession of the goods pero hanggang di pa
nagbabayad si B kay S, S has interest over the phone
until payment/tender of the price.
Expiration of term of credit
By the nature of credit sale, the buyer is entitled to
possession of the goods without paying the price; but
if he fails to exercise his right until the term of the
credit has expired and the price becomes due, he
loses the right which he theretofore had. (B
purchased a phone from S in credit, he has entitled to
have the phone pero pag pinalampas niya yung
credit, loses the right to possess the phone)
Insolvency of the buyer
When one party to a bilateral contract is
incapacitated from performing his the agreement, the
other party also is excused from performing his part.
When one person is incapacitated from performing
his part in the agreement. Buyer is incapable of
paying the price Since di makabayad si B, rescued on
delivery
S sells to B a phobe. B di pa nagbabayad kay S. Habang hawak
hawak pa ni S yung phone he has an interested to hold this
cellphone since di pa nga nababayaran.
1526S and B entered into contract of sale of boxes of
coupon bond. 50 boxes dapat nagbigay na si seller ng
25 pcs. So yung possessory lien niya pwede sa
remainder na 25.
Lien is not generally lost by part delivery.
GR: The unpaid seller may exercise his right of lien
on the remainder that has not been delivered
Exception: When part delivery has been made such
circumstances as to show an intent to waive the lien
or right of retention.
1529- UNPAID SELLER LOSSES POSSESSORY
LIEN
Delivery to agent or bailee of buyer
" An unconditional (NOT SUBJECT TO ANY
CONDITION) delivery to agent or bailee for the
buyer, is so far as the seller's lien is concerned, the
same as delivery to the buyer himself.
Agent/bailee of the buyer is acting as a representative
of the buyer.
Possession by THE buyer or his agent
• If the goods are already in the possession of the
buyer at the time of the bargain, it is plain that when
the ownership is transferred the seller has no lien
simply because he has no possession necessary for a
lien. (possession must be lawful)
The wrongful taking, however, of the goods by the
buyer without the seller's consent does not destroy
the lien. the reason why the buyer already holds the
goods/object of the sale is lawful.
Waiver of the lien
• The seller may lose his lien by express agreement
to surrender it.
1530- stoppage in transit
Seller may resume possession while goods are in
transit, when the buyer is or becomes insolvent.
Requisites
1. The seller must be unpaid;
2. The buyer must be insolvent;
3. The goods must be in transit;
4. The seller must either actually take possession of
the goods sold or give notice of his claim to the
carrier or other person in possession;
5. The seller must surrender the negotiable document
of title, if any, issued carrier or bailee; and (when rex
bookstore placed the book in lbc, lbc issued a bill of
lading to rex. If babawiin Na ni rex, he must
surrender the BOL)
6. The seller must bear the expenses of delivery of
the goods after the exercise of the right. (nakarating
na book sa town from solano to bay tas nakarating na
sa warehouse ng bay pero pinatigil ni rex yung
delivery sa buyer kasi binabawi na niya, rex will bear
the expense)
1531- GOODS ARE IN TRANSIT/NO LONGER IN
TRANSIT
When good are in transit
1. From the time of delivery to the carrier or other
bailee by the seller for the purpose of transmission to
the buyer, until the buyer or his agent takes such
delivery from the carrier (DEPOSIT TO CARRIER
HANGGANG SA MAKARATING SA BUYERGOODS ARE IN TRANSIT)
2. Even when goods have reached their ultimate
destination, if buyer rejects them and carrier retains
possession (HAWAK NA NG RIDER YUNG
PARCEL MO. HINDI MO HINARAP NA
MAAYOS YUNG RIDER- GOODS ARE STILL IN
TRANSIT)
When goods are no longer in transit
1. Buyer obtained delivery of the goods before they
have reached their appointed destination
(PUMUNTA KA SA WAREHOUSE NG KBS
NAKITA
MO
MAY
NAKAPANGALAN
SAYONG PARCEL TAS KINUHA MO, U
ALREADY OBTAIN IT)
2. Goods have arrived at the appointed destination,
and the carrier/bailee acknowledges to hold the
goods on behalf of the buyer (GOODS ARE IN THE
WAREHOUSE TAS DI COD FOR PICK UP
LANG. TINAWAGAN KA NG LBC NA NASA
KANILA NA YUNG PARCEL SO KAHTI DI MO
PA NAKUHA YUNG PARCEL, NAKARATING
NA SA DESTINATION)
3. Goods have arrived at the appointed destination,
but carrier wrongfully refuses to deliver to buyer/his
agent
Why important to know? Para alam pa kung pwede
iavail yung remedy ng stoppage in transit. When
goods are no longer in transit, then di na pwede
stoppage in transitu.
3RD AND 4TH PARAGRAPH
U purchase a product from X coy. U are the owner of
a certain ship/truck na carrier, pag dineposit or
binigay ng X coy yung product na binili mo don sa
ship/truck na yan, iidentify yung rel ng buyer at
carrier. If carrier is really working as carrier of the
goods or your agent. If acting as carrier, goods are in
transit. If working as an agent, considered as delivery
to no longer in transit.
4th- pag may partial delivery, pwede pa rin iexercise
ni unapid seller yung right niya to stoppage in transit
for the remaining goods not yet delivered.
1532
How right of stoppage in transitu is exercised
1. By obtaining actual possession of the goods (rex
bookstore binawi libro; giving notice to the carrier na
yung books are still owned by rex)
2. By giving notice of his claim to the carrier/bailee
who has possession of the goods (lbc babalik yung
books kay rex or any na sasabihin nirex kay lbc)
3. farrier must redeliver goods to seller, or according
to his instructions (di obligado si lbc na ibalik ang
mga libro kay rex habang di prinepresent ni rex yung
BOL)
4. Carrier is not obliged to redeliver until the
negotiable document of title, it any, has been
surrendered for cancellation (pinatigil ni rex yung
-
delivery ng libro. Entited na si rex sa book at
magprepresenta ng negotiable instrument ng title,
Rex bookstore or the person who now holds the
negotiable instrument of title)
1533- RIGHT OF RESALE
ROA
Avaialable to unapid seller who has a right of lien or
who has stopped the goods in transit (pag wala ROL
or di nag exercise ng stoppage in transit kasi
nadeliver na kay buyer yung goods di na available
and right of resale
When available
When the unpaid seller has either a right of lien or
has stopped the goods in transitu and under any of
the following conditions:
1. The goods are perishable;
2. The right to resell is expressly reserved in case the
buyer should default
3. The buyer delays in paying the price for an
unreasonable time
The right to resell the goods is not mandatory, but
permissive.
How exercised
1. He must do so within a reasonable time and in such
manner as to obtain the best "price possible” (esp if
perishable)
2. The place of sale shall be at the place of delivery,
except if the seller cannot sell the thing at a fair price
at the place of delivery
3. Resale is deemed to be a fair sale if it is undertaken
in accordance with established business pract[‘ices,
with no attempt to take advantage of the original
buyer (no intention na manlamang sa orig buyer)
4. Resale may be in a private or public sale, but seller
cannot buy directly or indirectly
5. For resale to be valid, buyer need not be notified
of an intention to resell or the time and place of the
resale. Exception: if the ground for resale is failure to
pay for an unreasonable amount of time.
Effects
1. Seller is no longer liable to the original buyer upon
the contract of sale or for any profit made by the
resale (so the seller may obligation to deliver the
object. Kaya lanf unpaud siya at buyer exercised
right of resale wala na obligation si seller na mag
-
deliver kay original buyer. Kung magkano kinit ani
seller sa resale nay an, no obg na magbigay kay orig
buyer)
2. Buyer at resale acquires good title as against the
original owner (S and B orig buyer. OB di pa
nakakabayad sa sale. Unpaid seller, S exercised his
possessory lien he retained the obj of the sale and
then nag resale siya. X now has a good title against
the original buyer, B)
3. In case resale is at a loss, seller is entitled to
recover the difference from the original buyer (S sold
phone to B. Usapan may bayad si B within a week
natapos na yung lingo di pa rin nagbabayad. S
exercised his possessory lien retain possession of
phone and exercise right of resale. 15k dati nung
resale 12k na lang so si B magbbayad ng loss)
4. Seller may recover damages from original buyer
for breach of contract
1534- RIGHT TO RESCIND
Right to Rescind
Return of the title over the undelivered goods to the
seller, and right to recover damages for breach of
contract
When available
When the unpaid seller has either a right of lien or
has stopped the goods in transitu and under any of
the following conditions:
1. Seller expressly reserved his right to rescind in
case buyer defaults
2. Buyer has been in default in payment for an
unreasonable time
How
Transfer of title shall not be held to have been
rescinded by the unpaid seller until he manifests by
notice to the buyer or some other overt act an
intention to rescind. (SINABIHAN NI UNPAID
SELLER SI BUYER NA DAHIL DI KA PA RIN
NAKAKAPGBAYAD
DON
SA
PRICE,
CACANCEL
KO
NA
TRANSACTION,
POSSESSION WILL REMAIN TO ME.)
1535
General Rule: Seller's right of stoppage in transit is
not affected even if the buyer has
sold or disposed of the goods.
Exceptions:
1. When seller has given consent thereto
2. When a negotiable document of title has been
issued for the good purchaser for value in good faith
Purchase book and deliver book thru lbc. Lbc issued
BOL in negotiable instrument of title and this NIOT
is negotiated to another person. Di pa rin nagbabayad
si buyer. Stoppage in transit tas tatake back na yung
book but di nasurrender document of title kasi
nanegotiate na siya sa purchaser for value r ibang
student na nagbayad ng tama at walang notice sa
defect don na nangyari, di na pwede na iexercise
stoppage in transit. The purchaser for value who
acted in good faith has title over the goods.0075
1536- RIGHT TO WITHHLD DELIVERY
Speaks of the right of the vendor not to deliver or
withhold delivery of the things which is sold for
credit.
Right of the vendor to withhold delivery in sale on
credit
The debtor (vendee) shall lose the right to make use
of the period:
(1) When after the obligation has been contracted, he
becomes insolvent, unless he gives a guaranty or
security for the debt (price); (S offers to B the sale of
a car and B agrees. Agreement- B will be given a
period to pay for the price of the car. Prior delivery,
B became insolvent. Kahit meron yung period pero
insolvent naman, withhold the delivery of the car
unless magbigay guaranty si buyer)
(2) When he does not furnish to the creditor the
guaranties or securities which he has promised; (B
promised to mortgage his house para mabili sasakyan
ni S. S can withhold the delivery of the car pag di
ginawa)
(3) When by his own acts he has impaired said
guaranties or securities after their establishment, and
when through a fortuitous event they disappear,
unless he immediately gives new ones equally
satisfactory; (naexcute yung mortgage over the
house, however because of the fault of B nasunog
yung house, wala ng scecurity para sa payment. S can
withhold the delivery of the car unless the buyer
executes another mortgage
(4) When the debtor (vendee) violates any
undertaking, in consideration of which the creditor
(vendor) agreed to the period; (bebenta ni S yung
sasakyan kay B for 300k and may undertsaking sa
part ni B na di na siya magsusugal. Kaya lang Nakita
ni S na nagsusugal si B viniolate niya S can withdraw
the delivery of the car)
(5) When the debtor (vendee) attempts to abscond.
(tumatakaw na si buyer)
1537- CONDITION OF THE THING DELIVERED
The vendor is obliged to preserved the thing pending
delivery, because the thing sold and its accessions
and accessories must be in the condition in which
they were upon the perfection of the contract. (Object
of contract is bicycle WITH COMPLETE
ACCESSORIES. Dapat ganto rin kapag idedeliver)
While a sale of a determinate thing includes all its
accessions and accessories even though the may not
have been mentioned, sale of the latter is not
sufficient to convey title or right to the former.
The vendee has a right to the fruits of the thing sold
from the time the obligation to deliver it arises. (S
sells to B carabao. The agreement is that S will
deliver on March 1 the carabao pagdating ng march1,
buntis carabao, dapat kasali yung babies nung
carabao.)
The rule may be modified by agreement of the
parties.
1538- loss, detoriation, or improvement
(seller/vendor’s fault)
1539-1541- sale of immovable
-
-
Sale at a fixed rate per unit of measure (ex. Land 500
pesos/square meter)
1. Seller is bound to deliver entire land, i.e., the
entire area stated in the contract (S offers to B
200sq lot for 1000/sq dapat itong buo idedeliver)
2. If the area is less than that stated, buyer may:
rescind; or
demand a proportionate reduction in price.
(Buyer may only avail of rescission if the area of
deficiency is 10% or more of total area)
(kunyare 190 lang dineliver less than 10% then
recission is not allowed only demand..)
3. If a part of the land is not of the quality stated in
the contract, buyer may:
- rescind; or
- demand a proportionate reduction in price.
(Buyer may only avail of rescission if the inferior
value of the part of the land exceeds 10% of the price
agreed upon)
(1000 sq for rice field but ang dineliver 1000 sq pero
yung dineveliver may area na di suited for rice field.)
4. If the area turns out to be greater than that
stated, buyer may:
accept area included and reject the excess; or
accept all and pay the proportionate increase in price
(usapan 200 pero dineliver 250 sq. )
1542
Sale for a lump sum (S will sell to B all his land for
2M.)
 If the sale is made for lump sum, the cause of the
contract is the thing sold irrespective of its
number or measure.
 There is no change in price even if the area or
number turns out to be greater or lesser than that
stated.
 If the vendor cannot deliver to the vendee all that
is included within the boundaries mentioned in
the contract, the latter has the option to reduce the
price in proportion to the deficiency or to set
aside the contract.

The phrase "should not be able to do so" refers to
a situation when the vendor, either because a part
or parcel of the real estate does not belong to him,
cannot deliver all that is included within the
boundaries. (10 Manresa 145-154)
1543
Prescription of actions
The actions based on Articles 1539 and 1542 for
either rescission of the contract or proportionate
reduction of the price must be brought within six
months counted from the day of delivery (execution
of the deed of sale)
1544- DOUBLE SALES
RULE: PRIOR TEMPORE, PRIOR JURE (FIRST
IN TIME, PRIORITY/stronger IN RIGHT)
Requisites:
1. 2 or more valid sales;
2. Same subject matter;
3. 2 or more buyers with conflicting interests over the
rightful ownership of the thing sold;
4. Same seller (Cheng vs. Genato, 1998)
S sells his phone to B for 10k pero usapan di muna
idedeliver kasi idedelete niya muna laman ng phone
pumayag si B. Then nasalubong niya si C, inofer niya
rin kay C for 12k same sinabi niya.
Rules of preference
1. Movable property
First possessor in good faith- KUNG SINO UNANG
NAKATANGGAP NG PROPERTY
2. Immovable property
a. First registrant in good faith;
b. First possessor in good faith; (if no registration
made)
c. Person with the oldest title in good faith (kung
sino una nakipag transact with the seller)
Purchaser in good faith
One who buys the property of another, without notice
that some other person has a right to or interest in
such property, and who pays a full and fair price for
the sale, at the time of the purchase or before he has
notice of the claim/interest of some other person in
the property