CHAPTER 1
NATURE AND FORM OF THE CONTRACT
Art. 1458. By the contract of sale one of the contracting parties obligates himself to transfer the ownership and to
deliver a determinate thing, and the other to pay therefor a price certain in money or its equivalent.
A contract of sale may be absolute or conditional. (1445a)
Art. 1459. The thing must be licit and the vendor must have a right to transfer the ownership thereof at the time it is
delivered. (n)
Art. 1460. A thing is determinate when it is particularly designated or physical segregated from all other of the same
class.
The requisite that a thing be determinate is satisfied if at the time the contract is entered into, the thing is capable of
being made determinate without the necessity of a new or further agreement between the parties. (n)
Art. 1461. Things having a potential existence may be the object of the contract of sale.
The efficacy of the sale of a mere hope or expectancy is deemed subject to the condition that the thing will come into
existence.
The sale of a vain hope or expectancy is void. (n)
Art. 1462. The goods which form the subject of a contract of sale may be either existing goods, owned or possessed
by the seller, or goods to be manufactured, raised, or acquired by the seller after the perfection of the contract of sale, in this
Title called "future goods."
There may be a contract of sale of goods, whose acquisition by the seller depends upon a contingency which may or
may not happen. (n)
Art. 1463. The sole owner of a thing may sell an undivided interest therein. (n)
Art. 1464. In the case of fungible goods, there may be a sale of an undivided share of a specific mass, though the
seller purports to sell and the buyer to buy a definite number, weight or measure of the goods in the mass, and though the
number, weight or measure of the goods in the mass is undetermined. By such a sale the buyer becomes owner in common of
such a share of the mass as the number, weight or measure bought bears to the number, weight or measure of the mass. If
the mass contains less than the number, weight or measure bought, the buyer becomes the owner of the whole mass and the
seller is bound to make good the deficiency from goods of the same kind and quality, unless a contrary intent appears. (n)
Art. 1465. Things subject to a resolutory condition may be the object of the contract of sale. (n)
Art. 1466. In construing a contract containing provisions characteristic of both the contract of sale and of the contract
of agency to sell, the essential clauses of the whole instrument shall be considered. (n)
Art. 1467. A contract for the delivery at a certain price of an article which the vendor in the ordinary course of his
business manufactures or procures for the general market, whether the same is on hand at the time or not, is a contract of
sale, but if the goods are to be manufactured specially for the customer and upon his special order, and not for the general
market, it is a contract for a piece of work. (n)
Art. 1468. If the consideration of the contract consists partly in money, and partly in another thing, the transaction
shall be characterized by the manifest intention of the parties. 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 or its equivalent;
otherwise, it is a sale. (1446a)
Art. 1469. In order that the price may be considered certain, it shall be sufficient that it be so with reference to
another thing certain, or that the determination thereof be left to the judgment of a special person or persons.
Should such person or persons be unable or unwilling to fix it, the contract shall be inefficacious, unless the parties
subsequently agree upon the price.
If the third person or persons acted in bad faith or by mistake, the courts may fix the price.
, Where such third person or persons are prevented from fixing the price or terms by fault of the seller or the buyer,
the party not in fault may have such remedies against the party in fault as are allowed the seller or the buyer, as the case may
be. (1447a)
Art. 1470. Gross inadequacy of price does not affect a contract of sale, except as it may indicate a defect in the
consent, or that the parties really intended a donation or some other act or contract. (n)
Art. 1471. If the price is simulated, the sale is void, but the act may be shown to have been in reality a donation, or
some other act or contract. (n)
Art. 1472. The price of securities, grain, liquids, and other things shall also be considered certain, when the price fixed
is that which the thing sold would have on a definite day, or in a particular exchange or market, or when an amount is fixed
above or below the price on such day, or in such exchange or market, provided said amount be certain. (1448)
Art. 1473. The fixing of the price can never be left to the discretion of one of the contracting parties. However, if the
price fixed by one of the parties is accepted by the other, the sale is perfected. (1449a)
Art. 1474. Where the price cannot be determined in accordance with the preceding articles, or in any other manner,
the contract is inefficacious. However, if the thing or any part thereof has been delivered to and appropriated by the buyer he
must pay a reasonable price therefor. What is a reasonable price is a question of fact dependent on the circumstances of each
particular case. (n)
Art. 1475. The contract of 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.
From that moment, the parties may reciprocally demand performance, subject to the provisions of the law governing
the form of contracts. (1450a)
Art. 1476. In the case of a sale by auction:
(1) Where goods are put up for sale by auction in lots, each lot is the subject of a separate contract of sale.
(2) 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) A right to bid may be reserved expressly by or on behalf of the seller, unless otherwise provided by law or by
stipulation.
(4) Where notice has not been given that a sale by auction is subject to a right to bid on behalf of the seller, it shall
not be lawful for the seller to bid himself or to employ or induce any person to bid at such sale on his behalf or for the
auctioneer, to employ or induce any person to bid at such sale on behalf of the seller or knowingly to take any bid from the
seller or any person employed by him. Any sale contravening this rule may be treated as fraudulent by the buyer. (n)
Art. 1477. The ownership of the thing sold shall be transferred to the vendee upon the actual or constructive delivery
thereof. (n)
Art. 1478. The parties may stipulate that ownership in the thing shall not pass to the purchaser until he has fully paid
the price. (n)
Art. 1479. A promise to buy and sell a determinate thing for a price certain is reciprocally demandable.
An accepted unilateral promise to buy or to sell a determinate thing for a price certain is binding upon the promissor
if the promise is supported by a consideration distinct from the price. (1451a)
Art. 1480. Any injury to or benefit from the thing sold, after the contract has been perfected, from the moment of the
perfection of the contract to the time of delivery, shall be governed by Articles 1163 to 1165, and 1262.
This rule shall apply to the sale of fungible things, made independently and for a single price, or without consideration
of their weight, number, or measure.
Should fungible things be sold for a price fixed according to weight, number, or measure, the risk shall not be imputed
to the vendee until they have been weighed, counted, or measured and delivered, unless the latter has incurred in delay.
(1452a)
, Art. 1481. In the contract of sale of goods by description or by sample, the contract may be rescinded if the bulk of
the goods delivered do not correspond with the description or the sample, and if the contract be by sample as well as
description, it is not sufficient that the bulk of goods correspond with the sample if they do not also correspond with the
description.
The buyer shall have a reasonable opportunity of comparing the bulk with the description or the sample. (n)
Art. 1482. Whenever earnest money is given in a contract of sale, it shall be considered as part of the price and as
proof of the perfection of the contract. (1454a)
Art. 1483. Subject to the provisions of the Statute of Frauds and of any other applicable statute, a contract of sale
may be made in writing, or by word of mouth, or partly in writing and partly by word of mouth, or may be inferred from the
conduct of the parties. (n)
Art. 1484. In a contract of sale of personal property the price of which is payable in installments, the vendor may
exercise any of the following remedies:
(1) Exact fulfillment of the obligation, should the vendee fail to pay;
(2) Cancel the sale, should the vendee's failure to pay cover two or more installments;
(3) Foreclose the chattel mortgage on the thing sold, if one has been constituted, should the vendee's failure to pay
cover two or more installments. In this case, he shall have no further action against the purchaser to recover any unpaid
balance of the price. Any agreement to the contrary shall be void. (1454-A-a)
Art. 1485. The preceding article shall be applied to contracts purporting to be leases of personal property with option
to buy, when the lessor has deprived the lessee of the possession or enjoyment of the thing. (1454-A-a)
Art. 1486. In the case referred to in two preceding articles, a stipulation that the installments or rents paid shall not
be returned to the vendee or lessee shall be valid insofar as the same may not be unconscionable under the circumstances. (n)
Art. 1487. The expenses for the execution and registration of the sale shall be borne by the vendor, unless there is a
stipulation to the contrary. (1455a)
Art. 1488. The expropriation of property for public use is governed by special laws. (1456)
CHAPTER 2
CAPACITY TO BUY OR SELL
Art. 1489. All persons who are authorized in this Code to obligate themselves, may enter into a contract of sale,
saving the modifications contained in the following articles.
Where necessaries are those sold and delivered to a minor or other person without capacity to act, he must pay a
reasonable price therefor. Necessaries are those referred to in Article 290. (1457a)
Art. 1490. The husband and the wife cannot sell property to each other, except:
(1) When a separation of property was agreed upon in the marriage settlements; or
(2) When there has been a judicial separation or property under Article 191. (1458a)
Art. 1491. The following persons cannot acquire by purchase, even at a public or judicial auction, either in person or
through the mediation of another:
(1) The guardian, the property of the person or persons who may be under his guardianship;
(2) Agents, the property whose administration or sale may have been entrusted to them, unless the consent of the
principal has been given;
(3) Executors and administrators, the property of the estate under administration;
(4) Public officers and employees, the property of the State or of any subdivision thereof, or of any government-
owned or controlled corporation, or institution, the administration of which has been intrusted to them; this provision shall
apply to judges and government experts who, in any manner whatsoever, take part in the sale;
(5) Justices, judges, prosecuting attorneys, clerks of superior and inferior courts, and other officers and employees
connected with the administration of justice, the property and rights in litigation or levied upon an execution before the court
NATURE AND FORM OF THE CONTRACT
Art. 1458. By the contract of sale one of the contracting parties obligates himself to transfer the ownership and to
deliver a determinate thing, and the other to pay therefor a price certain in money or its equivalent.
A contract of sale may be absolute or conditional. (1445a)
Art. 1459. The thing must be licit and the vendor must have a right to transfer the ownership thereof at the time it is
delivered. (n)
Art. 1460. A thing is determinate when it is particularly designated or physical segregated from all other of the same
class.
The requisite that a thing be determinate is satisfied if at the time the contract is entered into, the thing is capable of
being made determinate without the necessity of a new or further agreement between the parties. (n)
Art. 1461. Things having a potential existence may be the object of the contract of sale.
The efficacy of the sale of a mere hope or expectancy is deemed subject to the condition that the thing will come into
existence.
The sale of a vain hope or expectancy is void. (n)
Art. 1462. The goods which form the subject of a contract of sale may be either existing goods, owned or possessed
by the seller, or goods to be manufactured, raised, or acquired by the seller after the perfection of the contract of sale, in this
Title called "future goods."
There may be a contract of sale of goods, whose acquisition by the seller depends upon a contingency which may or
may not happen. (n)
Art. 1463. The sole owner of a thing may sell an undivided interest therein. (n)
Art. 1464. In the case of fungible goods, there may be a sale of an undivided share of a specific mass, though the
seller purports to sell and the buyer to buy a definite number, weight or measure of the goods in the mass, and though the
number, weight or measure of the goods in the mass is undetermined. By such a sale the buyer becomes owner in common of
such a share of the mass as the number, weight or measure bought bears to the number, weight or measure of the mass. If
the mass contains less than the number, weight or measure bought, the buyer becomes the owner of the whole mass and the
seller is bound to make good the deficiency from goods of the same kind and quality, unless a contrary intent appears. (n)
Art. 1465. Things subject to a resolutory condition may be the object of the contract of sale. (n)
Art. 1466. In construing a contract containing provisions characteristic of both the contract of sale and of the contract
of agency to sell, the essential clauses of the whole instrument shall be considered. (n)
Art. 1467. A contract for the delivery at a certain price of an article which the vendor in the ordinary course of his
business manufactures or procures for the general market, whether the same is on hand at the time or not, is a contract of
sale, but if the goods are to be manufactured specially for the customer and upon his special order, and not for the general
market, it is a contract for a piece of work. (n)
Art. 1468. If the consideration of the contract consists partly in money, and partly in another thing, the transaction
shall be characterized by the manifest intention of the parties. 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 or its equivalent;
otherwise, it is a sale. (1446a)
Art. 1469. In order that the price may be considered certain, it shall be sufficient that it be so with reference to
another thing certain, or that the determination thereof be left to the judgment of a special person or persons.
Should such person or persons be unable or unwilling to fix it, the contract shall be inefficacious, unless the parties
subsequently agree upon the price.
If the third person or persons acted in bad faith or by mistake, the courts may fix the price.
, Where such third person or persons are prevented from fixing the price or terms by fault of the seller or the buyer,
the party not in fault may have such remedies against the party in fault as are allowed the seller or the buyer, as the case may
be. (1447a)
Art. 1470. Gross inadequacy of price does not affect a contract of sale, except as it may indicate a defect in the
consent, or that the parties really intended a donation or some other act or contract. (n)
Art. 1471. If the price is simulated, the sale is void, but the act may be shown to have been in reality a donation, or
some other act or contract. (n)
Art. 1472. The price of securities, grain, liquids, and other things shall also be considered certain, when the price fixed
is that which the thing sold would have on a definite day, or in a particular exchange or market, or when an amount is fixed
above or below the price on such day, or in such exchange or market, provided said amount be certain. (1448)
Art. 1473. The fixing of the price can never be left to the discretion of one of the contracting parties. However, if the
price fixed by one of the parties is accepted by the other, the sale is perfected. (1449a)
Art. 1474. Where the price cannot be determined in accordance with the preceding articles, or in any other manner,
the contract is inefficacious. However, if the thing or any part thereof has been delivered to and appropriated by the buyer he
must pay a reasonable price therefor. What is a reasonable price is a question of fact dependent on the circumstances of each
particular case. (n)
Art. 1475. The contract of 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.
From that moment, the parties may reciprocally demand performance, subject to the provisions of the law governing
the form of contracts. (1450a)
Art. 1476. In the case of a sale by auction:
(1) Where goods are put up for sale by auction in lots, each lot is the subject of a separate contract of sale.
(2) 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) A right to bid may be reserved expressly by or on behalf of the seller, unless otherwise provided by law or by
stipulation.
(4) Where notice has not been given that a sale by auction is subject to a right to bid on behalf of the seller, it shall
not be lawful for the seller to bid himself or to employ or induce any person to bid at such sale on his behalf or for the
auctioneer, to employ or induce any person to bid at such sale on behalf of the seller or knowingly to take any bid from the
seller or any person employed by him. Any sale contravening this rule may be treated as fraudulent by the buyer. (n)
Art. 1477. The ownership of the thing sold shall be transferred to the vendee upon the actual or constructive delivery
thereof. (n)
Art. 1478. The parties may stipulate that ownership in the thing shall not pass to the purchaser until he has fully paid
the price. (n)
Art. 1479. A promise to buy and sell a determinate thing for a price certain is reciprocally demandable.
An accepted unilateral promise to buy or to sell a determinate thing for a price certain is binding upon the promissor
if the promise is supported by a consideration distinct from the price. (1451a)
Art. 1480. Any injury to or benefit from the thing sold, after the contract has been perfected, from the moment of the
perfection of the contract to the time of delivery, shall be governed by Articles 1163 to 1165, and 1262.
This rule shall apply to the sale of fungible things, made independently and for a single price, or without consideration
of their weight, number, or measure.
Should fungible things be sold for a price fixed according to weight, number, or measure, the risk shall not be imputed
to the vendee until they have been weighed, counted, or measured and delivered, unless the latter has incurred in delay.
(1452a)
, Art. 1481. In the contract of sale of goods by description or by sample, the contract may be rescinded if the bulk of
the goods delivered do not correspond with the description or the sample, and if the contract be by sample as well as
description, it is not sufficient that the bulk of goods correspond with the sample if they do not also correspond with the
description.
The buyer shall have a reasonable opportunity of comparing the bulk with the description or the sample. (n)
Art. 1482. Whenever earnest money is given in a contract of sale, it shall be considered as part of the price and as
proof of the perfection of the contract. (1454a)
Art. 1483. Subject to the provisions of the Statute of Frauds and of any other applicable statute, a contract of sale
may be made in writing, or by word of mouth, or partly in writing and partly by word of mouth, or may be inferred from the
conduct of the parties. (n)
Art. 1484. In a contract of sale of personal property the price of which is payable in installments, the vendor may
exercise any of the following remedies:
(1) Exact fulfillment of the obligation, should the vendee fail to pay;
(2) Cancel the sale, should the vendee's failure to pay cover two or more installments;
(3) Foreclose the chattel mortgage on the thing sold, if one has been constituted, should the vendee's failure to pay
cover two or more installments. In this case, he shall have no further action against the purchaser to recover any unpaid
balance of the price. Any agreement to the contrary shall be void. (1454-A-a)
Art. 1485. The preceding article shall be applied to contracts purporting to be leases of personal property with option
to buy, when the lessor has deprived the lessee of the possession or enjoyment of the thing. (1454-A-a)
Art. 1486. In the case referred to in two preceding articles, a stipulation that the installments or rents paid shall not
be returned to the vendee or lessee shall be valid insofar as the same may not be unconscionable under the circumstances. (n)
Art. 1487. The expenses for the execution and registration of the sale shall be borne by the vendor, unless there is a
stipulation to the contrary. (1455a)
Art. 1488. The expropriation of property for public use is governed by special laws. (1456)
CHAPTER 2
CAPACITY TO BUY OR SELL
Art. 1489. All persons who are authorized in this Code to obligate themselves, may enter into a contract of sale,
saving the modifications contained in the following articles.
Where necessaries are those sold and delivered to a minor or other person without capacity to act, he must pay a
reasonable price therefor. Necessaries are those referred to in Article 290. (1457a)
Art. 1490. The husband and the wife cannot sell property to each other, except:
(1) When a separation of property was agreed upon in the marriage settlements; or
(2) When there has been a judicial separation or property under Article 191. (1458a)
Art. 1491. The following persons cannot acquire by purchase, even at a public or judicial auction, either in person or
through the mediation of another:
(1) The guardian, the property of the person or persons who may be under his guardianship;
(2) Agents, the property whose administration or sale may have been entrusted to them, unless the consent of the
principal has been given;
(3) Executors and administrators, the property of the estate under administration;
(4) Public officers and employees, the property of the State or of any subdivision thereof, or of any government-
owned or controlled corporation, or institution, the administration of which has been intrusted to them; this provision shall
apply to judges and government experts who, in any manner whatsoever, take part in the sale;
(5) Justices, judges, prosecuting attorneys, clerks of superior and inferior courts, and other officers and employees
connected with the administration of justice, the property and rights in litigation or levied upon an execution before the court
