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Dones, Fred Austie G.

LAW 513
AC51FB1
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 a 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.

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.

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 of a Contract of Sale

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.

2. Object or subject matter refers to the determinate thing which is the


object of the contract;

Even a future thing not existing at the time the contract is entered into
may be the object of sale, provided it has a potential or possible
existence, that is, it is reasonably certain to come into existence as the
natural increment or usual incident of something in existence already
belonging to the seller, and the tile will vest the buyer the moment the
thing comes into existence (Art. 1461).

3. Cause or consideration refers to the price certain in money or its


equivalent.
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.
)

the giving of a memorandum;

(b) acceptance and receipt of part of the goods (or things in action) sold
and actual receipt of the same (Art. 1585); and
(c)

payment or acceptance at the time some part of the purchase price.

The Statute of Frauds is applicable only to executory contracts (where


no performance, i.e., delivery and payment, has as yet been made by
both parties), and not to contracts which are totally consummated or
partially performed [Vda. De Espiritu vs. CFI of Cavite, 47 SCRA 354].