6.

) Commutative- the thing sold is considered the

equivalent of the price paid and vice versa (see
aleatory )
7.) Delivery transfers ownership

Sales Notes
Chapter 1- Nature and Form of the Contract
Contract of Sale (Art 1458)

Contract of Agency

-is a contract 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, binds himself to pay therefore a sum
of money or its equivalent (known as price)

-a person binds himself to render some service or to

do something in representation or on behalf of another, w/
consent or authority of the latter
Sale vs Agency to Sell (Art 1466)

Elements
Receipt of Goods

1.) Essential- those w/o which a contract of sale would

not exist
2.) Natural- those inherent in a contract of sale, w/c in
the absence of stipulation excluding them, are
deemed to exist
e.g. warrant against eviction, hidden defects
and encumbrance
3.) Accidental- they refer to particular stipulation of the
parties such as terms, place and time of payment

SALE
Buyer receives
goods as owner

Payment

Buyer has to pay

the price

Return of object

General Rule:
Buyer cannot
return the object
sold

Warranty

Seller warrants the

thing sold

Essential Elements of Sale

1.) Consent/ Meeting of the minds
2.) Object/ Subject Matter
3.) Cause/ Consideration
Characteristics of a Contract of Sale
1.) Consensual- perfected by mere consent
2.) Bilateral- both contracting parties are bound to fulfil
obligations reciprocally towards each other
3.) Onerous- because the thing sold is conveyed in
consideration of the price and vice versa
4.) Nominate- given a special name or designation
5.) Principal- does not depend for its existence and
validity upon another contract

AGENCY TO SELL
Agent receives
goods as the
goods of the
principal who
retains his
ownership over
them
Agent has simply
to account for the
proceeds of the
sale he may make
on the principals
behalf
Agent can return
the object in case
he is unable to sell
the same to a 3rd
person
Agent makes no
warrant for w/c he
assumes personal
liability as long as
he acts w/in his
authority and in
the name of the

Enjoyment

Buyer can deal w/

the thing sold as
he pleases

seller
Agent in dealing w/
the thing received
must act and is
bound accdg. to
the instructions of
the principal

Statute of
Frauds

-One of the parties binds himself to give one thing in

consideration of the others promise to give another
thing
-in the contract of sale, the vendor gives a thing in
consideration for a price in money

-contractor binds himself to execute a piece of work for

the employer, in consideration of a certain price or
compensation

NOTE:
*manifest intention of the parties is paramount in
determining whether it is one of barter or of sale and
such intention may be ascertained by taking into
account the contemporaneous and subsequent acts of
the parties (Art 1371)

Sale vs Contract for Piece of Work

Thing
transferred

Risk of Loss

Thing transferred
is one w/c would
have existed and
been the subject
of sale to some
other person, even
if the order had
not been given
Borne by the buyer

the employer
Not covered

Contract of Barter

Contract for a piece of work

SALE

covered

CONTRACT FOR
PIECE OF WORK
Thing transferred
is one not in
existence and w/c
never would have
existed but for the
order of the party
desiring to acquire
it
Borne by the
worker or
contractor, not by

*If such intention does not clearly appear, it shall be

considered a BARTER if the value of the thing given as
a part of the consideration exceeds the amount of the
money given or its equivalent; otherwise, it is a sale
BUT!
-if the intention is that the contract shall be one of
sale, then such intention must be followed EVEN
THOUGH the value of the thing given as a part
consideration is more than the amount of the money
given