LAW CONTRACT: LAW OF SALES REVIEW FACULTY OF
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LAW ON SALES
UST Faculty of Civil Law (
Sources: Books of De Leon, Villanueva and Pineda
ARTICLE 1458
Sale – a contract whereby one of the contracting parties (Seller) obligates himself to transfer the
ownership, and to deliver the possession, of a determinate thing; and the other party (Buyer) obligates
himself to pay therefor a price certain in money or its equivalent.
NATURE OF OBLIGATIONS CREATED IN A SALE
Both sets of obligations, are real obligations or obligations “to give”
Obligations of the Seller
o Transfer the Ownership
o Deliver the Possession, of the SUBJECT MATTER
Obligation for the Buyer
o Pay the PRICE
CHARACTERISTICS OF A CONTRACT OF SALE
(1) Consensual, because it is perfected by mere consent without any further act;
(2) Bilateral, because 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, because the thing sold is conveyed in consideration of the price and vice versa
(4) Commutative, because the thing sold is considered the equivalent of the price paid and vice
versa. However, the contract may be aleatory as in the case of the sale of a hope (e.g., sweepstakes
ticket);
, LAW CONTRACT: LAW OF SALES REVIEW FACULTY OF
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(5) Nominate, because it is given a special name or designation in the Civil Code, namely, “sale”;
and
(6) Principal, because it does not depend for its existence and validity upon another contract.
ELEMENTS OF SALE
A. Essential elements of a contract of sale.
1. Consent or meeting of the minds. — This refers to the consent on the part of the seller to
transfer and deliver and on the part of the buyer to pay. The parties must have legal capacity to
give consent and to obligate themselves. The essence of consent is the conformity of the parties on
the terms of the contract, the acceptance by one of the offer made by the other.
2. Object or subject matter. — This refers to the determinate thing which is the object of the
contract. The thing must be determinate or at least capable of being made determinate because if
the seller and the buyer differ in regard to the thing sold, there is no meeting of
, LAW CONTRACT: LAW OF SALES REVIEW FACULTY OF
CIVIL LAW WITH RELEVANT REFERENCES DOWNLOAD TO
SCORE A
the minds; therefore, there is no sale. The subject matter may be personal or real property.
3. Price certain in money or its equivalent - this is the cause or consideration. The price need not
be in money.
B. Natural Elements — those which are inherent in the contract, and which in the absence of any
contrary provision, are deemed to exist in the contract.
warranty against eviction
warranty against hidden defects
C. Accidental elements — those which may be present or absent in the stipulation, such as the place or
time of payment, or the presence of conditions.
STAGES OF SALE
A. Preparation—negotiation covers the period from the time the prospective contracting parties
indicate their interests in the contract to the time the contract is perfected
B. Perfection—takes place upon the concurrence of the essential elements of the sale which are the
meeting of the minds of the parties as to the object of the contract and upon the price;
C. Consummation—begins when the parties perform their respective undertaking under the contract of
sale, culminating in the extinguishment thereof.
REQUISITES OF VALID SUBJECT MATTER
A valid contract of sale would result from the meeting of the minds of the parties on a subject matter that has
at the time of perfection the following requisites:
(a) It must be existing, having potential existence, a future thing, or even contingent or subject to a
resolutory condition; in other words, it must be a “POSSIBLETHING;”
(b) It must be LICIT; and
(c) It must be DETERMINATE or at least DETERMINABLE
When the subject matter agreed upon fails to meet the requisites above-enumerated, the situation
, LAW CONTRACT: LAW OF SALES REVIEW FACULTY OF
CIVIL LAW WITH RELEVANT REFERENCES DOWNLOAD TO
SCORE A
would either engender a “no contract” situation, or the resulting contract of sale would be void.
For essentially, at perfection, what a valid sale is able to legally effect is not the delivery of the subject
matter but the constitution of the obligation of the seller to deliver, coupled with the right of the buyer to
demand specific performance of such obligation.
A. Subject Matter Must Be “Possible Thing”
The first requisite of a valid subject matter provides that the thing may be existing or non-
existing at the time of perfection of the contract of sale. Article 1461 of the Civil Code explicitly
states that “things having a potential existence may be the object of the contract of sale.” In
addition, the second paragraph of Article 1462 provides that “there may be a contract of sale of
goods, whose acquisition by the seller depends upon a contingency which may or may not
happen,” which clearly shows that a valid contract of sale may exist even
CIVIL LAW WITH RELEVANT REFERENCES DOWNLOAD TO
SCORE A
LAW ON SALES
UST Faculty of Civil Law (
Sources: Books of De Leon, Villanueva and Pineda
ARTICLE 1458
Sale – a contract whereby one of the contracting parties (Seller) obligates himself to transfer the
ownership, and to deliver the possession, of a determinate thing; and the other party (Buyer) obligates
himself to pay therefor a price certain in money or its equivalent.
NATURE OF OBLIGATIONS CREATED IN A SALE
Both sets of obligations, are real obligations or obligations “to give”
Obligations of the Seller
o Transfer the Ownership
o Deliver the Possession, of the SUBJECT MATTER
Obligation for the Buyer
o Pay the PRICE
CHARACTERISTICS OF A CONTRACT OF SALE
(1) Consensual, because it is perfected by mere consent without any further act;
(2) Bilateral, because 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, because the thing sold is conveyed in consideration of the price and vice versa
(4) Commutative, because the thing sold is considered the equivalent of the price paid and vice
versa. However, the contract may be aleatory as in the case of the sale of a hope (e.g., sweepstakes
ticket);
, LAW CONTRACT: LAW OF SALES REVIEW FACULTY OF
CIVIL LAW WITH RELEVANT REFERENCES DOWNLOAD TO
SCORE A
(5) Nominate, because it is given a special name or designation in the Civil Code, namely, “sale”;
and
(6) Principal, because it does not depend for its existence and validity upon another contract.
ELEMENTS OF SALE
A. Essential elements of a contract of sale.
1. Consent or meeting of the minds. — This refers to the consent on the part of the seller to
transfer and deliver and on the part of the buyer to pay. The parties must have legal capacity to
give consent and to obligate themselves. The essence of consent is the conformity of the parties on
the terms of the contract, the acceptance by one of the offer made by the other.
2. Object or subject matter. — This refers to the determinate thing which is the object of the
contract. The thing must be determinate or at least capable of being made determinate because if
the seller and the buyer differ in regard to the thing sold, there is no meeting of
, LAW CONTRACT: LAW OF SALES REVIEW FACULTY OF
CIVIL LAW WITH RELEVANT REFERENCES DOWNLOAD TO
SCORE A
the minds; therefore, there is no sale. The subject matter may be personal or real property.
3. Price certain in money or its equivalent - this is the cause or consideration. The price need not
be in money.
B. Natural Elements — those which are inherent in the contract, and which in the absence of any
contrary provision, are deemed to exist in the contract.
warranty against eviction
warranty against hidden defects
C. Accidental elements — those which may be present or absent in the stipulation, such as the place or
time of payment, or the presence of conditions.
STAGES OF SALE
A. Preparation—negotiation covers the period from the time the prospective contracting parties
indicate their interests in the contract to the time the contract is perfected
B. Perfection—takes place upon the concurrence of the essential elements of the sale which are the
meeting of the minds of the parties as to the object of the contract and upon the price;
C. Consummation—begins when the parties perform their respective undertaking under the contract of
sale, culminating in the extinguishment thereof.
REQUISITES OF VALID SUBJECT MATTER
A valid contract of sale would result from the meeting of the minds of the parties on a subject matter that has
at the time of perfection the following requisites:
(a) It must be existing, having potential existence, a future thing, or even contingent or subject to a
resolutory condition; in other words, it must be a “POSSIBLETHING;”
(b) It must be LICIT; and
(c) It must be DETERMINATE or at least DETERMINABLE
When the subject matter agreed upon fails to meet the requisites above-enumerated, the situation
, LAW CONTRACT: LAW OF SALES REVIEW FACULTY OF
CIVIL LAW WITH RELEVANT REFERENCES DOWNLOAD TO
SCORE A
would either engender a “no contract” situation, or the resulting contract of sale would be void.
For essentially, at perfection, what a valid sale is able to legally effect is not the delivery of the subject
matter but the constitution of the obligation of the seller to deliver, coupled with the right of the buyer to
demand specific performance of such obligation.
A. Subject Matter Must Be “Possible Thing”
The first requisite of a valid subject matter provides that the thing may be existing or non-
existing at the time of perfection of the contract of sale. Article 1461 of the Civil Code explicitly
states that “things having a potential existence may be the object of the contract of sale.” In
addition, the second paragraph of Article 1462 provides that “there may be a contract of sale of
goods, whose acquisition by the seller depends upon a contingency which may or may not
happen,” which clearly shows that a valid contract of sale may exist even
