CHAPTER 5 FORMATION OF SALE

STAGES IN LIFE OF SALE

● Policitacion/Generation Stage- period of negotion and bargaining,ending at the

moment of perfection.
○ Prior to the perfection of the contract of sale
○ Formallly initiated by an offer, which must be certain
○ Policitation or unaccepted unilateral promise to buy or to sell, prior to
acceptance does not give rise to any obligation or right and creates no
privity between the offeror and offeree.
○ “Freedom to Contract” which signifies the right t choose with whom to
contract and what to contract.
● Perfection/Birth of the contract- point in time when the parties came of the
contract to agree on the terms of sale concurrence of the essential elements.
● Consummation/death of the contract- process of fulfillment/performance of the
terms agreed upon in the contract.

1) ADVERTISEMENTS AND INVITATIONS

● generally address to the public
● See Articles 1325 and 1326
● Business advertisementa of things for sale are not definite offer, but mere
invitations to make an offer.
● GENERAL RULE: advertisement is that they are less than offers & constitute
merely invitations to make an offer/mere proposals. Direct acceptance of
such advertisements does not give rise to a valid and binding sale.
● EXCEPTION: appears otherwise (advertisement specifies a) determinate
subject matter; b) price certain or ascertainable; c) manner of payment. Lacking
of any of these three will not give rise to a valid and binding sale upon
acceptance); constitute offers and if certain and accepted directly, would give rise
to a valid and binding sale.
● Advertisement would always not constitute a valid offer.
● If the advertisement specifies a determinate subject matter, the price and terms
of payment, as to be equivalent to an offer certain, then it constitutes an offer
covered by the phrase “unless it appears otherwise” and not merely an invitation
to make an offer. Once absolutely accepted, would give rise to a valid and
binding contract of sale.
● When the advertisement contains a certain offer, it remains legally a mere
invitation so long as it is addressed to the public at large, and the exception
comes in whenever it expressly provides that the first absolute acceptance shall
be binding, or when it is addressed to a particular offeree.

2) OFFERS

● An offer with a period expires at the end of the period without further act, or by its
withdrawal at any time prior to acceptance.
● Prior to its acceptance, it remains subject to the complete will of the offeror, can
be withdrawn or destroyed, and not even necessary the offeree learns learns of
the withdrawal.
● Right of the Offeror: the right to attach to his offer any term or condition he
desires, and may fix the time, place and manner of acceptance.
● Right of the Offeree: No authority to treat it as consisting of separate and
distinct parts, since he must accept and comply with all the requirements
provided in the offer; he had only the choice to accept or reject the offer in its
 entirety; he has no choice to reject that portion of the offer which is
disadvantageous and accept only that which is beneficial.

○ Such an offer will be extinguished by the happening of the resolutory

condition, or the certainty that the suspensive condition will not happen;
and in all cases, without need of further action on the part of the offeror.

○ Offeree has the choice to indicate further negotiations by making a

counter-offer, which would then replace and repeal the original offer.

● Counter-offer is always considered in law a rejection of the original offer,

and has the effect of extinguishing the original offer. Also, when the offeree
negotiates for a much lower price, it constitutes a counter-offer and a rejection of
the offeror.
○ An offer which has been qualifiedly accepted is also extinguished and
cannot be further accepted; whereas, a conditional acceptance will
constitute a counter-offer, extinguishing the original offer, and which in
turn must be accepted absolutely by the original offeror to give rise to a
valid sale.

● SITUATIONS WHEN OFFER BECAME INEFFECTIVE BEFORE

ACCEPTANCE IS CONVEYED AND RECEIVED BY THE OFFEROR: a) death;
b) civil interdiction; c) insanity; or d) insolvency of either offeror or offeree,
before the acceptance is conveyed and received by the offeror.

3) OPTION CONTRACTS

a) The “Location” of Options

● Article 1479 in connection therewith to Article 1324

● When the option is founded upon a proper consideration, the offer may not be
withdrawn during the option period; it has essentially become a “contracted
offer,” which bounded by the principles of mutuality and obligatory force.

b) Definition and Essence of an Option Contract

● Enriquez de la Cavada v. Diaz defined an option as a privilege existing in one

person, for which he had paid a consideration, giving him the right, if he chooses,
to buy certain merchandise or certain specified property at a fixed price, from
another person, at any time within the agreed period.
● Adelfa Properties Inc. v. CA held that an option is a continuing offer by which the
owner stipulates with another that the latter shall have the right to buy the
property at a fixed price within a certain time. Sometimes called an “unaccepted
offer”
○ An option is not of itself a purchase but merely secures the privilege to
buy; it is not a sale of property, but a sale of the right to purchase (the
right or privilege to buy at the election or option of the other party); it
imposes no binding obligation on the person holding the option, aside
from the consideration for the offer.
○ It is simply a contract by which the owner of the property agrees with
another person that he shall have the right to buy his property at a fixed
price within a certain time.
○ UNTIL ACCEPTANCE, it is not a contract of sale and does not vest,
transfer, or agree to transfer, any title to, or any interest or right in the
 subject matter, but it is merely a contract by which the owner of the
property gives the optionee the right or privilege of acceptiong the offer
and buying the property on certain terms.
● Equatorial Realty Dev. v. Mayfair theater held that an option is one “necessarily
involving the choice granted to another for a distinct and separate consideration
as to whether or not to purchase a determinate thing at a predetermined fixed
price.
○ Deed of Option or the Option in a Contract, in order to be valid and
enforceable, must, among other things, indicate the definite price at which
the person granting the option, is willing to sell.
○ An option is a contract granting a privilege to buy or sell within an agreed
time and at a determined price. It is a separate and distinct contract from
that which the parties may enter into upon the consummation of the
option. It must be supported by consideration.
● Carceller v. CA defined an option as a preparatory contract in which one party
grants to the other, for a fixed period and under specified conditions, the power to
decide, whether or not to enter into a principal contract.It binds the party who has
given the option not to enter into the principal contract with any other person
during the period designated, and, within that period, to enter into such contract
with the one whom the option was granted, if the latter should decide to use the
option. It is a separate agreement distinct from the contract which the
parties may enter into upon the consummation of the option.

c) Characteristics of an Option Contract as Compared with Sale

OPTION CONTRACT CONTRACT OF SALE

Onerous contract: To be valid, it must have Onerous contract

a separate consideration from the purchase
price; without such a separate consideration it
is void as a contract.

Consideration may be anything of value. Consideration must be price certain in money

or its equivalent, or essentially a “valuable
There can be a valid option contract even consideration”
when no separate consideration is paid by the
optionee, AS IN THE CASE when the option
is embedded in another valid contract, such a
lease or mortgage.

Consensual Contract: perfected by the Consensual Contract

meeting of the minds as to the subject matter
and the price, even when the separate
consideration for the option itself has not
been paid.

Unilateral Contract: Only the offeror is

obliged, even when the offeree has not paid
the separate consideration, and that his
exercise of the option does not necessarily
depend upon his ability to pay the separate
consideration.

Article 1324 describes the separate

consideration of an option as “something paid
or promised”
Subject matter: Not the subject matter of the Subject matter: subject matter of the sought
sought sale but rather the option to purchase sale
such subject matter; an accepted promise to
sell or to buy.

A valid option is in essence a “contracted

certain offer”

Unaccepted offer: it states the terms and A contract of sale fixes definitely the relative
conditions on which the owner is willing to sell rights and obligations of both parties at the
his land, if the holder elects to accept them time of its execution, and leaves no choice to
within the time limited. If the holder does so either party whether to withdraw or to proceed
elect, he must give notice to the other party, with the contract.
and the accepted offer thereupon becomes a
valid and binding contract. The offer and the acceptance are concurrent,
since the minds of the contracting parties
If an acceptance is not made within the time meet in the terms of the agreement.
fixed, the owner is no longer bound by his
offer, and the option is at an end.

● Option contract not covered by the Statute of Frauds, and can be proved by parol
evidence.
● With the exercise of an oral option. the resulting sale contract itself would be subject to
the Statute of Frauds and cannot be proved by oral evidence, except if there has been
partial execution of the underlying sale.

d) Obligations of the Offeror in a Valid Option

A valid option contract, imposes the following additional obligations on the offeror:

a) Not to offer to any third party the sale of the object of the option during the option period;
b) Not to withdraw the offer or option during the option period;
c) To hold the subject matter of the sale and to transfer it to the offeree in the event that
offeree exercises his option during the option period.

e) Elements of valid option contract (CSP)

The elements of a valid option contract are therefore as follows:

1. Consent or the meeting of the minds upon;

2. Subject Matter: an option right to an “unaccepted unilateral offer to sell, or to buy”, or
an “accepted promise to sell, or promise to buy”
1) a determinate or determinable object;
2) for a price certain, including the manner of payment thereof;
c) Prestation: a consideration separate and distinct from the purchase price for the option
given.

● Salame v. CA. An option, in order to be valid and binding upon the promissor, it must
contain a price certain.
● Kilosbayan, Inc,v. Morato. An option contract can only arise when the minds of the
parties have met as to the specific object thereof, the price and the manner of payment
thereof.
● The option must have all the requisites required for subject matter and the price.
Otherwise, even if the option is supported by a separate consideration, it is void as an
option contract, and its exercise would not result into a valid sale.
f) Meaning of “Separate Consideration”
● In an option contract, the consideration may be anything or undertaking of value. The
more controlling concept is the “separateness” of such consideration from the purchase
price agreed upon.
● Villamor v. CA. The Consideration of the option is “the why of the contracts, the
essential reason which moves the contracting parties to enter into the contract.”

g) When Option is without separate consideration

● Without a consideration separate from the purchase price, an option contract would
be void as a contract but would still constitute a valid offer, so that if the option
contract is exercised prior to its withdrawal, that is equivalent to an offer being
accepted prior to withdrawal and would give rise to a valid and binding sale. It can be
withdrawn notwithstanding the acceptance made previously by the offeree.
● In an accepted unilateral promise to sell, since there may be no valid contract without
cause or consideration, the promissor is not bound by his promise and may, accordingly
withdraw it. Pending notice of its withdrawal, his accepted promise partakes, however, of
the nature of an offer to sell which, if accepted, results in a perfected contract of sale/
● Article 1479 NCC
● In an option contract, the offeree has the burden of proving that the option is supported
by a separate consideration.
● “an option contract would be void as a contract but would still constitute a valid
offer” can only apply if the option has been accepted and such acceptance is
communicated to the offeror.

h) Option not deem part of renewal of lease

An option to purchase embedded into a contract of lease when not exercise within the
original period is extinguished and cannot be deemed to have been included in the implied
renewal of the lease.

i) The Option Period

● When the option contract does not contain a period, it cannot be presumed that the
exercise thereof can be made indefinitely, otherwise it would render uncertain the status
of the subject matter.
○ Article 1144(1) NCC,actions upon written contract must be brought within 10
years, and thereafter, the right of option would prescribe.
○ The action for specific performance to enforce the option to purchase must be
filed within 10 years after the accrual of the cause of action/

j) Proper Exercise of Option

● Notice of the exercise of the option need not be coupled with actual payment of the
price, so long as this is delivered to the owner of the property upon performance of his
part of the agreement.
● The acceptance or exercise of the option must still be made within the option period to
give rise to a valid and binding sale, and it is only then that the principle of substantial
compliance (Court allowed the exercise of the option beyond the original option period)
would have relevance.
● The refusal of the offeror to comply with the demand by the offeree to comply with the
option may be enforced by an action for specific performance.
k) Effects of Exercise of Option

● When an option is properly exercise, there is already a sale existing, and the laws
applicable to sales shall then apply.
● In an option contract, “timely, affirmatively and clearly acceptance of the offer” would
convert the option contract into “a bilateral promise to sell and to buy where both parties
are then reciprocally bound to comply with their respective undertakings.”

l) Summation of Rules Pertaining to Options

The applicable rules where “a period is given to the offeree within which to accept a
certain offer”, thus:

1) If the period itself is NOT FOUNDED upon a separate consideration, the offeror has the
right to withdraw the offer before its acceptance, or if an acceptance has been made,
before the offeror’s coming to know of such fact, by communicating that withdrawal to
the offeree.
2) The withdrawal must not exercised arbitrarily; otherwise, it could give rise to a damage
claim under Article 19 NCC.
3) If there is a separate consideration, a contract of option is deemed perfected, and it
would be a breach of contract to withdraw the offer during such period.
4) The option is an independent contract by itself, and it should be distinguished from the
projected main agreement of sale which is obviously yet to be concluded. If, in fact, the
offeror withdraws the offer before its acceptance by the offeree, the latter may not sue
for specific performance on the proposed contract since it has failed to reach its own
stage of perfection. The offeror, however, renders himself liable for damages for breach
of the option.

● Ang Yu Asuncion Case

○ In an option contract, the granting of a consideration separate and distinct from
the purchase price of the intended sales, does not guarantee to the offeree the
absolute right to exercise the option, anytime during the option period.
○ The separate consideration merely guarantees that within the option period,
before the offeror breaches his obligation and withdraws the offer, an
acceptance by the offeree would give rise to a valid and binding sale. The
optionee has the right, but not the obligation, to buy.
○ Once the option is exercised timely, i.e. the offer is accepted before a breach of
the option, a bilateral promise to sell and to buy ensures and both parties are
then reciprocally bound to comply with their respective undertakings.
○ The effectiveness of an option supported by a separate consideration, and
removes any motivation for the offeree to give, and for the offeror to demand for,
a separate consideration on the option.

● Carceller Case
○ The Court granted the offeree the leeway to enforce the conditional exercise of
his option right even after the option period and after the offer-lessor had in fact
given clear notice of the withdrawal of the option; and granting the remedy of
specific performance requested by the offeree to compel the offeror to execute
the covering Deed of Absolute Sale.

● If the option is without any consideration, the offeror may withdraw his offer by
communicating such withdrawal to the offeree at any time before acceptance; if it is
founded upon a consideration, the offeror cannot withdraw his offer before the lapse of
the period agreed upon.
3) Right of First Refusal

● A promise on the part of the owner that if he decides to sell the property any time
in the future, he would first negotiate its sale to the promissee.
● In Guerero Case, the Court would not allow an action for specific performance or
a rescisson of the sale to a third party which constituted the breach of the
promise, even the third-party buyer was entering into the purchase of the subject
property in bad faith. The only remedy afforded to the promissee was an
action to recover damages (under Article 19 NCC).
● Ang Yu Asuncion v. CA. Right of First Refusal is an innovative juridical relation; It
cannot be deemed a perfect sale under Article 1458 of the Civil Code, nor an
option contract under either Articles 1319 and 1479 thereof, because it merely
pertains to a specific property without containing an agreement as to the price or
the terms of payment in case of exercise of the right of first refusal.
● Preparatory juridical relations governed by the pertinent provisions of the Civil
Code on human relations.
● Equatorial Realty case. There need not be a separate consideration in a right of
first refusal since such stipulation is part and parcel of the entire contract of lease
to which it may be attracted to; the consideration for the lease includes the
consideration for the right of first refusal.
● A right of first refusal clause or contract cannot be the subject of an action for
specific performance because of lack of an agreement on the price.
● The right of first refusal when not stipulated in the lease contract, it cannot be
exercised, and verbal grants of such right cannot be enforceable since the right
of first refusal must be clearly embodied in a written contract.
● The price of which it was sold to a third party should have likewise been first
offered to the party entitled to the option.
● Third party cannot claim to be a stranger to the arrangement and not a proper
party in the action for rescission since such buyer actually steps into the shoes of
the owner-lessor.
● Riviera Filipina case. “A lease with a proviso granting the lessee the right of first
priority ‘all things and conditions being equal,’ meant that there should be identity
of the terms and conditions to be offered to the lessee and all other prospective
buyers, with the lessee to enjoy the right of first priority.”
○ It means that should the lessor-promissor decide to sell the leased
property during the term of the lease, such sale should first be offered to
the lessee; and the series of negotiations that transpire between the
lessor and the lessee on the basis of such preference is deemed a
compliance of such clause even when no final purchase agreement is
perfected between the parties.
○ If previous to the sale to third party, a written notice was sent by the
lessor to the lessee confirming that the latter has lost his right of first
refusal.
○ A sale entered into a violation of a right of first refusal of another person
found in a valid principal contract is rescissible.
○ The basis of the right of first refusal must be the current offer of the seller
to sell or the offer to purchase of a prospective buyer. Only after the
lessee grantee fails to exercise its rights under the same terms and within
the period contemplated can the owner validly offer to sell the property to
a third person, again under the same terms as offered to the grantee.
● A right of first refusal is a contractual grant of the first priority to buy the property
in the event the owner sells the same.
● In a right of first refusal, while the object might be made determinate, the
exercise of the right of first refusal would be dependent not only on the owner’s
 eventual intention to enter into a binding juridical relation with another but also on
terms, including the price, they are yet to be firmed up.
● An enforceable right of first refusal does not need consideration for its validity
and effectivity, since it is merely a stipulation in a valid principal contract.
● Sublessee cannot avail the right of first refusal granted in the contract if lease in
favor of the lessee.
● The right of first refusal is trigerred only in case where the owner of the property
intends to sell it to a third party.

Mutual promises to buy and sell

 The “promise to sell” a determinate thing coupled with a correlative “promise to buy” at a
specified prie is binding as an executory agreement. Even in this case the certainty of
the price must also exist, otherwise, there is no valid and enforceable contract to sell.
 Ang Yu Asuncion case. An unconditional mutual promise to buy and sell, as long as the
object is made determinate and the price is fixed, can be obligatory on the parties, and
compliance therewith may accordingly be exacted, which means that an action for
specific performance is available.
 Acceptance of the option offered, is equivalent to an acceptance of an offer to sell for a
price certain and creates a bilateral contract to sell and buy and upon acceptance, the
offeree, ipso facto assumes obligations of a buyer.

PERFECTION STAGE: OFFER AND ACCEPTANCE

 A sale is at once perfected when a person (the seller) obligated himself for a price
certain, to deliver and to transfer ownership of a specified thing or right to another (the
buyer) over which the latter agrees.
 CONSENT MAY BE VITIATED BY ANY OF THE FOLLOWING: 1) mistake; 2) violence;
3) intimidation; 4) undue influence; and 5) fraud.
o They do not make the contract void ab inition but only voidable, and the contract
is bindg upon the parties unless annulled by proper court action, which when
obtained would restore the parties to the status quo ante insofar as legally and
equitably possible.
 Until a sale is perfected, it cannot be an independent source of obligation, nor serve as a
binding juridical relation.
 Contract of sale cannot be considered valid when the evidence presented shows that
there had been no meeting of the minds between the supposed seller and the
corresponding buyer.

Consent that Perfects a Sale

 Being a consensual contract, sale is perfected at the moment there is a “meeting of

minds” upon the thing which is the object of the contract and upon the price.
 Consent or Meeting of minds as manifested by the meeting of the offer and the
acceptance upon the thing an the cause which are to constitute the contract.
 The offer must be certain and the acceptance absolute- it must be plain, unequivocal,
unconditional and without variance of any sort from the proposal.
 Qualified acceptance constitutes merely a counter-offer which must in turn be absolutely
accepted to give rise to a valid and binding contract.

Offer must be certain

 For the perfection of a valid sale,there must be a “meeting of minds” which means an
offer certain is met by an absolute acceptance; Any other offer which is not
certain, no matter how absolutely it is accepted, can never give rise to a valid sale.
  An offer is “certain” only where there is an offer to sell or offer to buy a subject
matter and for a price having all the seven essential requisites mandated by law
for subject matter (Possible thing, Licit, Determinate or at least Determinable) and
price (real, constitute valuable consideration, certain or at least ascertainable, including
the terms/manner of payment thereof). The absence of even just one of the essential
requisites pertaining to subject matter or price in the terms of the offer, makes
such offer “not certain,” and cannot give rise to a valid sale, even when such offer
is absolutely accepted the offeree.

Acceptance must be “absolute”

 In order for an acceptance to have the effect of converting an offer into a perfected
contract, it must be plain and unconditional, and it will not be so, if it involves any new
prposition, for in tha case, it will not be in conformity with the offer, and constitute a
counter-offer.
 Acceptance of a proposition or offer to be efficacious and binding upon the parties
thereto, it is necessary that such acceptance and proposition shall be without any
variation whatsoever; and that any modfication or deviation of the offer annuls the latter
and frees the offeror to offer it to another person.
 The word “noted” and signing such note at the bottom of the written offer cannpot be
considered an acceptance that would give rise to a valid sale.
 Villonco Doctrine: An acceptance may contain a request for certain changes in the
terms of the offer and yet be a binding acceptance. ‘So long as it is clear that the
meaning of the acceptance is positively and unequivocally to accept the offer, whether
such request is granted or not, a contract is formed.
 A sale of land is valid regardless of the form it may have been entered into. The requisite
form (Art. 1358) was merely for greater efficacy or convenience and the failure to comply
therewith did not affect the validity and binding effect of the act between the parties.
 Uraca v. CA. From the moment a party accepts without qualfication another party’s offer
to sell within the period stipulated therein, a sale is perfected. And although
subsequently, the seller required a much higher price than the original offer, and the
buyer negotiated on the matter but not final agreement was reached, the first sale
remained valid and binding and was not novated by the fact of negotiation thereafter
done on the price.

a) When “deviation” allowed

 In the case of Villonco v. Bormaheco, there was a perfected sale that
arose from the exchange of correspondences, even if literally, there was
a correction or modification contained in the acceptance, the changes
were not substantial, but merely clarificatory. Such id corrobirated
also by the fact, that upon receipt of the check covering the earnest
money, Bormaheco encashed the same.

b) Acceptance may be express or implied

 Acceptance may be evidenced by some act, or conduct,
communicated to the offeror, either in a formal or an informal
manner, that clearly manifest the intention or determination to
accept the offer to buy or sell.

c) Acceptance by letter or telegram

 Acceptance made by letter or telegram does not bind the offeror
except from the time it came to his knowledge. Therefore, evem if an
acceptance has been mailed or sent to the offeror, the offeror may still
withdraw his offer anytime before he has knowledge of the acceptance.
 d) Acceptance subject to suspensive condition
 Even when there is a meeting of minds as to the subject matter and the
price, there is deemed to be no perfected sale, if the sale is subject to
suspensive condition.
 When a sale is made subject to a suspensive condition, there is already a
contract upont the meeting of the minds, since the principles of mutuality
and obligatory force come into play, but because the condition has not
happened, the contract itself and its underlying obligations are not yet
demandable; and in case of non-happening of the condition, then the
contract is extinguished as though the contract has never been entered
into, ad the consequence of the retroacttive effect of the non-happening
of a suspensive condition,

e) Acceptance in Auction Sale

 A sale by auction is perfected when the auctioneer announces its
perfection by the fall of the hammer, or in other customary manner.
 Until such announcement is made, any bidder may retract his bid, and the
auctioneer may withdraw the goods from the sale, unless the auction has
been announced to be without reserve.

3. Earnest Money (money paid to confirm a contract)

a) Function of earnest money

o Article 1482. Whenever earnst money is given in a sale, it shall be
considered as part of the price and as proof of the perfection of the
contract.
o Even with the payment of the earnest money, that would not by itself
give rise to a valid and binding sale, considering that it is not clear that
there was already a definite agreement as to the price.
o If given only as a guarantee that the buyer wud not back out of the
sale, then what was given is not earnest money especially when at
the time the amount is given, the final terms of the pruchase had not
been agreed upon.
o When is given under the terms of a contract to sell, Article 1482 is
inapplicable.
o Receipt of earnest money could not lead to the conclusion that there
was a valid and binding sale because of documentary evidence
showing that the parties entered into a contract to sell, which is akin to
a conditional sale where the efficacy or obligatory force of the
vendor’s obligation to transfer title is subordinated to the of a future
and uncertain event, so that if the suspensive condition does not take
place, the parties would stand as if the conditional obligation had
never existed.

Earnest Money Option Money

Part of the purchase price. The money given as a distinc consideration for
an option contract.
Given only where there is already a sale. Applies to a sale not yet perfected
When earnest money is given, the buyer is When the would-be buyer gives option money,
bound to pay the balance he is not required to buy, but may even forfeit
it depending on the terms of the option.
Effect of Rescission on Earnest Money Received

 Whenever earnest money is given in a sale, it shall be considered as part of the

downpayment and to be credited to the payment of the total purchase price could
not be forfeited when the buyer should fail to pay the balance of the price,
especially in the absence of a clear and express agreement thereon.
 Article 1385, when the seller seeks to rescind the sale, such rescission creates
the obligation to return the things which were the object of the contract together
with their fruits and interest.

Place of Perfection

 Important in resolving issues of venue of proceedings arising from the

enforcement of the contract of sale.
 GR: the sale’s palce of perfection is where there is a meeting of the minds
of the parties.
 In case of acceptance through letter or telegram, it is presumed that the contract
was entered into in the place where the offer was made.

Expenses of execution and registration of the sale shall be borne by the seller, unless
there is a stipulation to the contrary.

Performance should not affect perfection

 Sale being a consensual contract, the ability or inability of the parties to perform the
contract (after perfection) does not affect the perfection of the contract.
 Articles 1305 and 1474.
 Non-payment of the price does not render void nor reverse the effects of the perfection
of the contract of sale. Non-payment only creates a right to demand the fulfillment of the
obligation or to rescind the contract.
 When the seller is no longer the owner of the land sold at the time of sale, the contract is
void. Refer to Article 1402 and 1459.

FORM OF SALES

 Art. 1483
 Form not generally important for validity of sale. A contract of sale may be made inw
riting, or by word of mouth, or partly in writing and partly in word of mouth, or may be
inferred from the conduct of the oarties,
 Sale of land under private instrument is valid, and that the sale would be consummated
and title transferred upon delivery of the land to the buyer.