San Beda College of Law 113

MEMORY AID IN CIVIL LAW

CIVIL LAW COMMITTEE

CHAIRPERSON: Romuald Padilla ASST.CHAIRPERSON: Vida Bocar, Joyce Vidad EDP: Alnaiza Hassiman, Dorothy Gayon
 SUBJECT HEADS: Christopher Rey Marasigan (Persons and Family Relations), Alejandro Casabar(Property), Ma. Rhodora
Ferrer(Wills and Succession), Ian Dominic Pua(Obligations and Contracts), Sha Elijah Dumama(Sales and Lease), John Stephen
Quiambao(PAT), Christopher Cabigao(Credit Transactions), Ligaya Alipao(Torts and Damages), Anthony Purganan(LTD),
Ma. Ricasion Tugadi (Conflicts of Law)
 San Beda College of Law 114

MEMORY AID IN CIVIL LAW

SALE
 A nominate contract whereby one of the contracting parties obligates himself to transfer the
ownership of and to deliver a determinate thing and the other to pay therefor a price certain in
money or its equivalent.

NOTES: Delivery and payment in a contract of sale are so interrelated and intertwined with each other
that without delivery of the goods there is no corresponding obligation to pay. The two complement
each other. It is clear that the two elements cannot be dissociated, for the contract of purchase and
sale is essentially a bilateral contract, as it gives rise to reciprocal obligations. (Pio Barretto Sons, Inc.
vs. Compania Maritima, 62 SCRA 167).
 Neither is the delivery of the thing bought nor the payment of the price necessary for the
perfection of the contract of sale. Being consensual, it is perfected by mere consent.

 Elements:
a. Essential elements – those without which, there can be no valid sale:
1. Consent or meeting of minds
2. A Determinable subject matter
3. Price certain in money or its equivalent
b. Natural elements – inherent in the contract, and which in the absence of any contrary provision,
are deemed to exist in the contract:
1. Warranty against eviction
2. Warranty against hidden defects
c. Accidental elements – may be present or absent depending on the stipulation of the parties (e.g.:
conditions, interest, penalty, time or place of payment, etc.)

 Characteristics:
1. Principal
2. Consensual;
3. Bilateral;
4. Nominate;
5. Commutative; In some cases, aleatory (emptio spei);
6. Onerous.

* Aleatory contract: 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. (Ex: Sale of sweepstakes ticket)

Contract to sell
 exclusive right and privilege to purchase an object.
 a bilateral contract whereby the prospective seller, while expressly reserving the ownership of the
subject property despite delivery thereof to the prospective buyer binds himself to sell the said
property exclusively to the prospective buyer upon fulfilment of the condition agreed upon, that is,
full payment of the purchase price.

NOTE: Absent a proviso in the contract that the title to the property is reserved in the vendor until full
payment of the purchase price or a stipulation giving the vendor the right to unilaterally rescind the
contract the moment the vendee fails to pay within the fixed period, the transaction is an absolute
contract of sale and not a contract to sell. (Dignos vs. CA [1988])
* The contract of sale by itself is not a mode of acquiring ownership. The contact transfers no real
rights; it merely causes certain obligations to arise.

Contract of Contract to

CIVIL LAW COMMITTEE

CHAIRPERSON: Romuald Padilla ASST.CHAIRPERSON: Vida Bocar, Joyce Vidad EDP: Alnaiza Hassiman, Dorothy Gayon
 SUBJECT HEADS: Christopher Rey Marasigan (Persons and Family Relations), Alejandro Casabar(Property), Ma. Rhodora
Ferrer(Wills and Succession), Ian Dominic Pua(Obligations and Contracts), Sha Elijah Dumama(Sales and Lease), John Stephen
Quiambao(PAT), Christopher Cabigao(Credit Transactions), Ligaya Alipao(Torts and Damages), Anthony Purganan(LTD),
Ma. Ricasion Tugadi (Conflicts of Law)
 San Beda College of Law 115

MEMORY AID IN CIVIL LAW

Sale Sell
1. Title passes to the 1. Ownership is
buyer upon delivery reserved in the
of the thing sold seller and is not to
pass until full
payment of the
purchase price
2. Non-payment of 2. Full payment is a
the price is a positive suspensive
negative resolutory condition, the
condition and the failure of which is
remedy of the seller not a breach –
is to exact fulfilment casual or serious
or to rescind the but simply
contract prevents the
obligation of the
vendor to convey
title from having
binding force

CIVIL LAW COMMITTEE

CHAIRPERSON: Romuald Padilla ASST.CHAIRPERSON: Vida Bocar, Joyce Vidad EDP: Alnaiza Hassiman, Dorothy Gayon
 SUBJECT HEADS: Christopher Rey Marasigan (Persons and Family Relations), Alejandro Casabar(Property), Ma. Rhodora
Ferrer(Wills and Succession), Ian Dominic Pua(Obligations and Contracts), Sha Elijah Dumama(Sales and Lease), John Stephen
Quiambao(PAT), Christopher Cabigao(Credit Transactions), Ligaya Alipao(Torts and Damages), Anthony Purganan(LTD),
Ma. Ricasion Tugadi (Conflicts of Law)