Other Obligations of the vendor Sale by a person not the owner (Art.

1505) General Rule: No one can give what he does not own Exceptions 1.Estoppel When the owner of the goods is, by his conduct, precluded from denying the sellers authority to sell (e.g. judicial admissions, by deed etc.) 2.Where the law enables the apparent owner to dispose of the goods as if he were the true owner thereof. (governed by the law on agency and recording laws like PD 1529) 3.When the sale is sanctioned by statutory or judicial authority e.g. Article 559 of Civil Code the posssession of a movable property acquired in good faith is equivalent to title. 4.Where the sale is made at merchants stores, fairs or markets 5.Where the seller has a voidable title which has not be avoided at the time of the sale (Art. 1506) e.g. sale by a person relatively incapacitated and one in good faith and for value purchases the goods 6.When seller subsequently acquires title Documents of Title A document in which it is stated that the goods referred to therein will be delivered to the bearer or to the order of any person named in such document not creation of law but by merchants to allow them to deal with merchandise without having to physically carry them around pertains to specific type of movables only : GOODS What it includes 1.Any bill of lading 2.Dock warrant 3.Quedan 4.Warehouse Receipt or order 5.Any document used as proof of possession or as authority to transfer the goods represented in the document How Document of Title is negotiated 1.Mere delivery a.If deliverable to bearer b.If deliverable to the order of a certain person and that person has indorsed it in blank or indorsed it to bearer 2. Indorsement PLUS delivery Forms 1. Negotiable a)even if the face of the instrument says NON-NEGOTIABLE, it is still NEGOTIABLE; limiting words does not destroy negotiability b)if the document of title is an order instrument and no endorsement was made it is merely equivalent to assignment

2. Non-negotiable Negotiation vs. Assignment Negotiation transferor/holder acquires title to goods bailee has direct obligation to holder as if directly dealt with him Assignment acquires title to goods against transferor acquires right to notify bailee so that he acquires obligation of bailee to hold goods for him

Important considerations 1.Negotiation gives better right than assignment 2.Assignee takes document with defects of the assignor 3.Obligation of bailee bailee is immediately bound by the document Warranties in negotiation 1.That the document is genuine 2.That he has a legal right to negotiate or transfer it 3.That he has knowledge of no fact which would impair the validity or worth of the document 4.That he has the right to transfer title to goods and goods are merchantable/fit - Indorser does not warrant that bailee or previous indorsers will fulfill their obligation Rules on attachment If document is negotiable and the goods are in possession of the bailee: GR No attachment or levy except a.If the document is surrendered to the bailee b.Negotiation of the document is enjoined c.It is impounded by the courts - Purchaser in good faith and for value will not be affected by infirmity of negotiation Place of Delivery 1.If there is an agreement, express or implied, then follow the agreement 2.No agreement, get the usage of trade 3.No agreement or prevalent usage, buyer must get them at the sellers business place or residence Exception: specific goods were in some place other than where the parties were at the time of the perfection of the contract 4.In any other case: sellers residence there is sufficient delivery when a fortuitous event prevents delivery at the actual place agreed upon, forcing the delivery at a place near the original there is sufficient delivery when the original place is changed but the buyer accepted the goods at a different place without complaint so long as the seller was in good faith

Time of Delivery 1.If there is an agreement, then follow the agreement 2.No agreement, within reasonable time reasonable time depends upon the circumstances attending the transaction such as character of the goods purpose intended ability of the seller to produce the goods transportation facilities distance thru which the goods must be carried usual course of business in a particular trade Goods in the possession of third person in order for there to be delivery (constructive), the third person must acknowledge that he holds the goods on behalf of the buyer.otherwise: seller shall not have complied with his duty to deliver yet applies only to existing goods in the hands of a third person, not to goods to be manufactured demand or tender of delivery to be effectual must be made at a reasonable hour of the day seller bears the expenses to place the thing in a deliverable condition