Contract of Sale. By the contract of sale one of the contracting parties obligates himself to transfer the ownership of and to deliver a determinate thing and the other to pay therefore a price certain in money or its equivalent.
|Contract of Sale |Contract to Sell | |Title over the property passes to the buyer upon delivery unless |Ownership is retained by the seller whether or not there is | |there is a contrary agreement |delivery. Ownership passes to the buyer only upon full payment of| | |the price | |Non-payment of the purchase price is a negative resolutory |The payment in full is a positive suspensive condition, meaning, | |condition, meaning the sale becomes ineffective upon the |if the purchase price is not paid, the obligation to deliver and | |happening of such condition |to transfer ownership on the part of the seller does not become | | |effective | |After delivery of the objective, the seller loses ownership over |Whether there is delivery or not, the seller retains the | |it. Unless, the contract is set aside, he cannot recover the |ownership of the object. If the seller, due to non-payment of the| |object |price is ousting the buyer from the property, he (seller) is not | | |rescinding the contract of sale but is precisely enforcing it. |
|Pactum Reservatii Domini |Contract to Sell | |Conditional Sale there is already a contract of sale |No contract to sale only, a preparatory contract | |There is already delivery but ownership retain by seller |No delivery yet. No sale yet | |Specific Performance/Rescission |No specific performance/rescission—no contract yet | |Payment completes the transaction |Payment will not complete transaction |
Phases or Stages of A contract of Sale
1. Preparation, conception or generation—the period of negotiation and bargaining, ending at the moment of agreement of the parties 2. Perfection or Birth of the Contract
3. Consummation or death—which is the fulfilment or performance of the terms agreed upon
Characteristics or Features of Contract of Sale (NBC-COP)
1. Nominate—It has a specific name given by law.
2. Bilateral—both parties are obliged to fulfil reciprocal obligations to one another. 3. Consensual—It is perfected by mere consent
4. Commutative—The thing sold is equivalent of the price paid 5. Onerous—The thing sold is conveyed in consideration of the purchase price and the purchase price is paid in consideration of the conveyance of the thing. 6. Principal—Its existence does not depend upon the existence and validity of another contract
Elements of Contract of Sale
1.Essential Elements—necessary for the validty of the sale.
a. Meeting of the minds of the seller and the buyer
b. Object which is certain and determinate
c. Price certain
2. Natural Elements—those which are inherent in the contract and are deemed to exist in the contract of sale in the absence of clear contrary agreement.
a. Warrant against eviction
b. Warranty against hidden defects
3. Accidental Elements—May or may not exist depending on the stipulations of the parties like conditions, payment of interest, place and time of payment.
Object Must be Licit or...
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