SECTION 3- CONDITIONS AND Affirmation of value or statement of opinion, not

WARRANTIES construed as warranty.

EFFECT of expression of OPINION:
ART. 1545
A mere expression of opinion, no matter
CONDITION defined: how positively asserted, does not import warranty
Means an uncertain event or contingency unless the seller is an expert and the opinion
on the happening of which the obligation of the was relied upon by the buyer.
contract depends.
 Such expert’s opinion shall be considered
 The obligation of the contract does not
as a fact. Hence, there is a violation of
attach until the condition is performed.
warranty if such affirmation or opinion
turns out to be false.
EFFECT of non-fulfillment of condition.
A condition of sale may be absolute or Following provision of trade are pertinent:
conditional.
“The usual exaggeration in trade, when
(1) If the obligation of either party is subject the other party had an opportunity to know the
to any condition and such condition is not facts, are not in themselves fraudulent.” Art.
fulfilled, such party may either 1340
a. Refuse to proceed with the contract; or
b. Proceed with the contract, waiving the “A mere expression of opinion does not
performance of the condition. signify fraudulent unless made by an expert and
(2) If the condition is in the nature of a the other party relied on the former’s special
promise that it should happen, the non- knowledge.” Art. 1341
performance of such condition may be
“Misrepresentation made in good faith is
treated by the other party as breach of
not fraudulent but may constitute error.” Art.
warranty.
1343.”
ART. 1546.
ART. 1547
WARRANTIES defined:
IMPLIED WARRANTY defined:
Any representation made by the seller of
An implied warranty is that which the law
the thing with respect to its character, quality, or
derives by implication or inference from the
ownership, by which induces the buyer to
nature of the transaction or the relative situation
purchase the same relying on said representation.
or circumstances of the parties, regardless of any
KINDS OF WARRANTIES intention of the seller to create it.
Warranties by the seller may be express,
Implied warranties in SALE
as in the above article or implied.
It is where the law attaches an
The seller is liable for his express obligation to the seller which is not expressed
warranties and implied warranties of title, in any words.
absence of hidden defects, fitness, or
Implied warranties under Art. 1547 and Art. 1562:
merchantability, description and sample.
(1) Implied warranty as to seller’s title-
EXPRESS WARRANTY: refers to any affirmation
that the seller guarantees that he has
of fact or any promise by the seller relating to the
right to sell the thing sold and to transfer
thing whose natural tendency is to induce the
ownership to the buyer shall not be
buyer to purchase the same, and if the buyer
disturbed in his legal and peaceful
purchases the thing relying on such affirmation or
possession. (Art. 1548)
promise.
(2) Implied warranty against hidden
 The statement made by the seller as defects or unknown encumbrances. –
regards the quality, capacity, or other that the seller guarantees that the thing
characteristics of his product, is an sold is free from any hidden faults or
express warranty. defects or any change or encumbrance
 Warranty is a part of contract sale. not declared or known to the buyer. (Art.
 It is immaterial whether the seller know 1561)
or not know that it was false or true. (3) Implied warranty as to fitness or
 No intent is necessary to make the seller merchantability- that the seller
liable for his warranty. guarantee that the thing sold is
reasonably fit for the known particular
purpose for which it was acquired by the
 buyer or where it was bought by - The right refers here, is the right of the
description, that it of merchantable third person.
quality. (Art. 1562) (4) The vendor was summoned in the suit for
eviction at the instance of the vendee; and
IMPLIED WARRANTY not applicable: (5) There is no waiver on the part of the
1. “As is where is” sale- means nothing vendee.
more than the vendor makes no warranty IN ABSENCE OF ANY OF THESE ELEMENT: A
as to the quality or workable condition of breach of warranty against eviction cannot be
the goods and that the vendor takes them declared.
in the condition in which that they are
found and from the place they are located. TYPES OF EVICTION:
2. Sale of secondhand articles- there is
no implied warranty as to the condition,
adaptation, fitness, or suitability for the (1) Total eviction- when the vendee is
purpose for which made, or the quality of deprived of the whole of the thing
an article sold as and for as secondhand purchased.
article. (2) Partial eviction
 A certification issued by the vendor to a. The vendee is deprived of part of
indicate that the thing is in such a the thing purchased;
condition or quality, then such is an b. The vendee is deprived of some
express warranty binding on the vendor. items that was jointly sold with
other items;
Person not liable for breach of warranty: c. If the immovable sold should be
encumbered with any non-apparent
 Sheriff burden or servitude (e.g., right of
 Auctioneer way), not mentioned in the
 Mortgagee agreement, of such nature that it
 Pledgee must be presumed that the vendee
 Another person who sells. would not have acquired it had
- They are not liable to a person with a legal been aware thereof.
or equitable interest in the thing sold.
WARRANTY against eviction refers to
Example: the purchaser of property sold in public trespass in law.
auction for tax delinquency takes all the chances.
There is no warranty on the part of the state. Mere trespass in fact does not give rise to
the application of the doctrine of eviction.
CAVEAT EMPTOR RULE: Are a Latin phrase
means “let the buyer beware” it requires the  A mere act of trespass is when trespasser
purchaser to be aware of the supposed title of the claims no right whatever.
vendor and one who buys without checking the  Vendor is not liable. But, a direct
vendor’s title takes all the risks and losses obligation against trespasser in the same
consequent to such failure. right that lessee has.

SUBSECTION 1- WARRANTY IN CASE OF DISTURBANCE IN LAW: which requires the

EVICTION person go to the court of justice claiming the
thing sold, or part thereof, and give reasons. They
shall be applicable, if vendee is deprived of the
EVICTION defined: thing or any of it.
Eviction is defined as the judicial process
whereby the vendee is deprived of the whole or WARRANTY’s liability waivable:
part of the thing purchased by virtue of a final
Warranty is not an essential element of a
judgment based on a right prior to the sale or an
contract of sale and may be, increased,
act imputable to the vendor.
diminished, or suppressed by agreement of the
ESSENTIAL ELEMENTS: DEFIRISUWAI parties. Any stipulation, for the exemption of the
(1) The vendee is deprived of the thing or in vendor to answer from it is void.
part of the thing purchased;
(2) He is deprived by virtue of final judgment; ART. 1549
- Art. 1549: the vendee need not appeal VENDEE has no duty to appeal from
from the decision or judgment in order for judgment:
the vendor become liable for eviction. The vendee’s right against the vendor is
(3) The judgment is based on a right prior to not lost because he did not appeal. With a
the sale or an act imputable to the vendor; judgment becoming final whatever be the case of
finality, the requirement of the law is deemed immovable property owned by another by the
satisfied. lapse of time through an uninterrupted and
regular use without the permission of the real
ART. 1550 owner for a period of years required by the law
of the state.
EFFECT OF PRESCRIPTION
IN THE PHILIPPINES:
PRESCRIPTION: One acquires ownership and TWO TYPES of acquisitive prescription:
other real rights through the lapse of time in the
manner and under the conditions prescribed by Ordinary acquisitive prescription- requires
law. an uninterrupted possession in good faith and
with just title for 10 years.
Effect: The rights and actions are lost by
prescription. - A possessor in good faith and with just
title for 10 years. This means that a
(1) Completed before sale- the vendee possessor in good faith and with just
may lose the thing purchased to a third title may no longer be disposed by the
person who has acquired title thereto by real owner after 10 years.
prescription. - Especially, if the real owner fails to
- When prescription has commenced to run exercise any act of ownership during the
against the vendor and was already 10 years of period this called extinctive
completed before the sale, the vendee prescription.
may enforce the warranty against eviction.
- Based on the right prior to the sale and an Extraordinary or Uninterrupted adverse
act imputable to the vendor. possession- prescribes in thirty years
without need of title or good faith.
(2) Completed after sale- even if the
prescription has started before the sale Dorothea Salvacion died without a last will and
but has reached the limit prescribed by left behind a piece of real property.
law after the sale, the vendor is not liable
for eviction. Her only heirs were her 5 children who
REASON: Vendee could easily interrupt the divided the property equally among
running of the prescriptive period by bringing the themselves. One of the children, Mario,
necessary action. occupied more than what he was entitled to
under the partition agreement. He encroached
Torrens System: Land registered under Torren upon the share of two of his siblings, Salvador
system; Art. 1550 will have no application. Under and Arthur. After 55 years, the heirs of Salvador
this system, the ownership of land is not subject questioned the encroachment arguing that a
to prescription. “constructive trust” was created when Mario
occupied the questioned portions.
 This article applies to adverse possession.

When Effect on the The Supreme Court ruled that acquisitive

prescription vendor’s prescription had set in. Mario’s uninterrupted
completed? liability? adverse possession of the contested property
Before sale Vendor shall since 1945 was clearly established. It was only
be liable for in the year 2000, upon receipt of the summons
warranty to answer petitioners’ complaint, that Mario’s
against peaceful possession of the contested portion
eviction (right was interrupted. 55 years had elapsed.
prior the sale) Therefore, Mario had more than satisfied the
requirement of 30 years.
After sale Vendor shall
not be liable
for warranty
On the claim of the heirs of Salvador that a
against
constructive trust was created, even if this was
eviction
the case, an implied or constructive trust
prescribes in ten years from the time the right
PRESCRIPTION PERIOD: of action accrues.

Prescription is a method of acquiring This is the other kind of prescription under the
ownership and other real rights over Civil Code, called extinctive prescription, where
 rights and actions are lost by the lapse of time. - It is a requisite, that the vendee himself is
not guilty of bad faith in the execution of
The action of the heirs of Salvador for recovery the sale.
of possession is also barred by extinctive
prescription. While Mario’s fraudulent act of Therefore: He cannot claim that the vendor
depriving his siblings of their rightful shares is warranted his legal and peaceful possession
deplorable, the fact is that the siblings wasted of the property sold.
their opportunity to question his acts in a - Not entitled to warranty and right to
timely manner. recover damages.

ART. 1554
OTHER instances where seller is liable for  This refers to total eviction.
breach of warranty against eviction:
KINDS OF WAIVER OF EVICTION

ART. 1551
(1) Waiver Consciente- the waiver is
a. Sale of the property for non-payment voluntarily made by the vendee without
of taxes: if the vendee is deprived of the knowledge and assumption of the risks of
ownership of the property because it is eviction; and
sold at public auction for nonpayment of
taxes due from the vendor. The latter is EFFECT: The vendor shall only pay the value of
liable for eviction for an act imputable to the thing sold had at the time of eviction.
him.
(2) Waiver Intencionada- waiver made by
- It is required, the time of the sale, the
the vendee with knowledge of the risk of
nonpayment of taxes was not known to
eviction and assumption of its
the vendee.
consequences.
ART. 1552 EFFECT: The vendor is exempted from the
obligation to answer for eviction provided he did
b. Judicial sales: the judgment debtor is
not act in bad faith.
responsible for eviction and hidden
defects even in judicial sales, unless ART. 1555
otherwise decreed in the judgment.
 It happens when a purchase of property VENDEE’S RIGHTS AND VENDOR’S
sold in public auction is evicted because LIABILITIES IN CASE OF EVICTION OCCURS:
the judgment debtor has no right to such When warranty has been agreed upon or
property. nothing has been stipulated at this point, in
absence of the waiver of eviction by the vendee.
Liability: Purchaser is entitled to recover the
price paid with interest, from the judgment VICED- if vendor is in bad faith
debtor. He should not retain the proceeds of the
sale at the expense of the purchaser. VICE- if the vendor is not in bad faith

Based on the principle: a person may not a. Return the value of the thing at the
enrich himself at the expense of another. time of eviction.
- If there’s a change in the property
ART. 1553 compare to its condition at the time of
sale due to improvement or deterioration.
STIPULATION WAIVING WARRANTY - Vendor may pay the excess or not suffer
General Rule: Any stipulation exempting the from the damages.
vendor from the obligation to answer for eviction - All kinds of improvements whether useful
shall be void, if he acted in bad faith. or necessary or even recreational expense
voluntarily incurred by the vendee or
VENDOR’S ACTED IN BAD FAITH:
cause by the nature of time, all that affect
- Vendor has a knowledge of a fact that at a
the value of property taken into account in
time of sale of the existence of a fact that
determining the increase in value.
may give rise to eviction, the waiver is
b. Income or fruits, if the vendee has been
void.
ordered to deliver to the party who won
VENDEE’S ACTED IN BAD FAITH: the suit against him.
 c. Cost of suit- the vendee shall be entitled
to recover the expense of litigation
resulting in the eviction –
- including the cost of action brought
against the vendor to enforce warranty
- not entitled to recover damages unless the
vendor acted in bad faith.
d. Expenses of the contract- If the vendee
paid for the execution and registration of
the sale, he shall have the right to
demand the same from the vendor.
e. Damages and interests-
If the vendor is in bad faith- the demand of
damages, interests and ornamental expenses.
If the vendor is in good faith- vendee is not
entitled to demand damages.

ART. 1556
VENDEE’S REMEDIES IN CASE OF PARTIAL
EVICTION:
If the vendee loses, by reason of eviction,
a part of the thing sold, the vendee has an option
ART. 1558
either to:
RULE: The vendor shall not be obliged to make
(1) Enforcement of vendor’s liability for
good the proper warranty unless he is summoned
eviction;
in the suit for eviction at the instance of the
(2) Demand rescission of the contract.
vendee.
APPLICABLE:
 The object of the law is to give him an
(1) When vendee is deprived of a part of the opportunity to show that the action
thing sold if such part is of such interposed against the vendee unjust and
importance to the whole that he would not to defend his title that he transferred.
have bought the thing without said part.  In absence of such summons, the vendor
(2) When two or more things are jointly sold is not bound to his warranty.
whether for lump sum or for separate
PARTY INVOLVED IN EVICTION:
price for each, and the vendee would not
purchase one without the other. Vendee: Defendant
NOT APPLICABLE: Vendor: Co-defendant
- For total eviction, he cannot avail the Third person: Plaintiff
remedy of rescission because the one
demanding contemplates to be able to ART. 1559
return whatever he received under the
contract. VENDOR TO BE MADE CO-DEFENDANT

ART. 1557 Art. 1559 refers to a situation where vendee is

the defendant instituted to deprive him of the
FINAL JUDGMENT of eviction is essential: thing purchased.
Warranty cannot be enforced until a final
 Defendant threatened with eviction who
judgment has been rendered whereby the vendee
wishes to preserve his right of warranty,
loses the thing acquired or a part thereof.
would call in the vendor to defend the
1. Deprivation in a whole or in part of the action which has been instituted against
thing sold; and him to deprive him of the property
2. Existence of a final judgment. purchased.

ART. 1560
RIGHTS OF VENDEE when Immovable
property sold encumbered with non-
apparent burden. Thing Sold
 It refers to situation when there’s no
deprivation of property to vendee, but he
may ask for rescission due to existing non- ART.1561
apparent burden or servitude.
REQUISITE for enforcement of vendor’s
SERVITUDE concept: liability against hidden defects
 It refers to encumbrance imposed upon an a. The defect must exist at the time of sale.
immovable for the benefit of another b. The defect must be hidden, i.e., not patent
immovable belonging to different owner. or visible
- Vendor shall not be answerable for patent
KINDS OF EASEMENT: or visible defect.
1.) Apparent Easement- One that is made Exception: Vendor shall not liable for defects
known and continually kept in view by that are not visible, if the vendee is an expert
external signs that reveal its use and who, by reason of his trade or profession, should
enjoyment. E.g., right of way have known them.
2.) Non-apparent easement- One which
shows no external indication of its c. The defect must render the thing unfit
existence. for use for which it is intended or
diminishes its fitness for such use to such
REQUISITES for VENDOR’S liability should extent, that has vendee been aware
the immovable sold be encumbered with thereof, he would not have acquired it or
easement or servitude would have given a lower price for it.
a. The easement must be non-apparent d. The action to enforce it must be made
b. It must not be mentioned in the within the period provided by law.
agreement.
c. It must be in the nature that it must be ART. 1562
presumed that the vendee would not have
acquired the immovable had he been Warranties Included
aware thereof. a.) Implied warranty of fitness for a
particular purpose
Vendee’s REMEDIES: 1. Requisite:
a. If the action brought within one year a) The buyer makes known to seller the
from the execution of the deed of sale, the particular purpose for which the goods
vendee may ask for: are acquired.
1) Rescission, or b) The buyer has relied upon the seller’s
2) Damages skill or judgment.
b. If the action brought after one year from
the execution of the deed of sale, the ART. 1563
vendee may ask for:
1) Damages, within a period of one year from 2. Sale of goods under their patent or
discovery of the easement or servitude. trade name

When the vendor not liable for easement There is no warranty as to the fitness of
or servitude: such goods for a particular purpose, unless
a. When the easement is apparent. otherwise stipulated. The warranty here is
b. When the non-apparent or easement is only for ordinary purpose of the thing as
recorded in the Registry of Property unless the buyer relies on the capability of the article
there is express warranty that the thing is and not on the seller’s skills or judgment.
free from all burdens and encumbrances.
ART. 1564
Such registration is equivalent as a
3. Usage
constructive notice or a notice to the
whole world of the existence. An implied warranty or condition as to the
quality or fitness for a particular purpose may
c. When the vendee had a knowledge at the
be annexed by the usage of trade.
time of sale of the existence of the
easement or servitude, though it was non- b.) Implied warranty of merchantable
apparent such as when it mentioned in the quality
agreement.
There is an implied warranty that the
SUBSECTION 2: Warranty Against Hidden goods are fit for the general purpose of the
Defects of or Encumbrances upon the
 thing and not necessarily for the purpose of c. To refund the expenses of the contract if
the buyer. the vendee paid for it.
- He is not liable for damages because he is
 This is present when the goods are not guilty of bad faith.
bought by description from a seller who
deals in goods of such description ART.1569
(whether he is the grower or not).
 Merchantable- means that the goods are Cause of loss is a fortuitous event or the
of such quality so as to become saleable in fault of the vendee:
the market without objection in the normal a. If the vendor was aware of the defect,
course of business. he shall be obliged:
1) To return the price paid less, the value
c.) Implied warranty of merchantability of the thing at the time of loss, and
2) To pay damages.
In sale by sample, if the seller is a dealer
in goods of that kind, there is an implied b. If the vendor was not aware of the
warranty that the goods shall be free from defect, he shall be obliged to return the
any defect rendering them unmerchantable price paid less the value of the thing at
which would not be apparent upon reasonable the time of loss.
examination of sample. - The difference between the price paid and
the value of thing, represents the
ART.1566 damages suffered by the vendee and is at
Responsibility for Hidden Defects the time the amount with which vendor
G.R. The vendor shall be liable to the vendee for enriched himself at the expense of the
any hidden faults or defects in the thing sold, vendee.
even though he was not aware thereof.
ART. 1570
Exception: The vendor shall not be liable if there
Warranty in Judicial Sales
is stipulation exempting him from such defects
The preceding articles shall be applicable
and he was not aware thereof.
to the judicial sales, except that the judgment
REMEDIES OF THE VENDEE in case of debtor shall not be liable for damages. Since he is
Breach of Warranty stated under forced to sell, so there can no liability for
Art.1561, Art. 1562, Art. 1564, Art. 1565 damages.
and Art. 1566
Judicial sales- a sales through court order or
1. Accion Redhibitoria- withdrawing from
court action, in which the court made a judgment
the contract or rescission.
to subject the property in attachment or levy by
2. Accion Quanti Minoris- Demanding
execution as a remedy of the creditor in case the
proportionate reduction in the price with
debtor was in default with no available money to
damages in either case.
pay the former.
- The same remedy is available to sale of  Court may enforce to sold the property in
animals with redhibitory defects. public auction and apply the proceeds to
satisfy the claim of the creditor.
ART. 1568
ART. 1571
Rules in Case of loss of the thing with
hidden defects Period of Filing Action
1. If the vendor was aware of the hidden The action to withdraw from the contract
defects, he shall be obliged: (accion redhibitory) or reduction of the price with
a. To return the price; damages (accion quanti minoris) and all other
b. To refund the expenses of the actions to enforce the seller’s liability for hidden
contract; and defects when the thing is lost and in judicial sales
c. To pay damages is:
- He shall bear the loss because he acted in
bad faith.  Six months from the delivery of the
thing sold.
2. If the vendor was not aware of the
defect, he shall be obliged: ART. 1572
a. To return the price;
Sale of two or more animals together
b. To pay the interest thereon; and
G.R. If two or more animals are sold together,
whether for a lumpsum or for a separate price for
each of them, the redhibitory one shall only give ART. 1577
rise to its redhibition. Accordingly, the vendee
may only ask for: When action can be filed:
 The action must be filed within forty
a) The rescission of the sale of defective days from the date of delivery to the
animal (accion redhibitoria), or vendee.
b) Ask for proportionate reduction in its price  This can only be exercised with respect to
(accion quanti minoris), faults and defects which are determined
by the law or local customs.
Exception: The redhibitory defect of one shall
give rise to the redhibition of all the animals sold, ART. 1578
including the sound ones, if the vendee would not
buy the sound animals without the defective one. Vendor’s Liability when the animal sold
dies of disease
Presumed: If it is bought in team, pair, yoke, or  The vendor shall be liable for the death of
set, even if a separate price has been fixed for the animal sold, whether the defect is
each of them, redhibitory or not, if the following
Remedy: The vendee may ask for the rescission requirements are present:
of the whole contract. a. The disease existed at the time of sale;
b. The disease is the cause of death of the
ART. 1573: The same rule shall be applicable animal, and
in sale of the other things. c. The animal dies within 3 days from the
time of purchase.
ART. 1574:  After three days, he is not liable.

Sale without warranty against hidden ART. 1579

defects of animals
There is no warranty against hidden Effect of Rescission of the sale of animal
defects of animals sold at fair or public with redhibitory defect:
auctions, or of livestock sold as condemned.  The animal shall be returned in the
condition in which it was sold and
In the case of sales at fairs, the contract delivered, the vendee being answerable
is of a commercial nature and as such are for any injury due to his negligence and
wholly outside the scope of law. In case of not arising from the redhibitory fault or
livestock sold as condemned, the animals bought defect.
neither for their quality nor capacity for work.
ART. 1580
ART. 1575:
Alternative remedies of the vendee in sale
Rules in Sales of animals with defects or of animals:
disease  In the sale of animals with redhibitory
defects, the vendee shall also enjoy the
right mentioned in the Art. 1567; but he
Sales is VOID:
must make use thereof within the same
a. When the animals are suffering from period which has been fixed for the
contagious disease. exercise of the redhibitory action.
b. When the animals are found to be unfit for
the use or service for which they are ART. 1581
acquired as stated in the contract. Form of sale of large cattle:
 The form of sale of large cattle shall be
ART. 1576: governed by the special law which is Act
REDHIBITORY DEFECT concept: No. 4177, now found in Sec. 511 to 536 of
 A defect of such nature that expert the Revised Administrative Code, as
knowledge, even after a professional amended, providing for the registration,
inspection has been made, is not sufficient branding, conveyance and slaughter of
to discover it. large cattle.
 They must first secure permit from the
LIABILITY OF VETERINARIAN provincial commander of the province
where it shall conduct business.
 If the veterinarian, through ignorance or  Valid only to that province.
bad faith should fail to discover or disclose  The sale must appear in a public
it, he shall be liable for damages. document.
 CHAPTER 5: OBLIGATIONS OF THE VENDEE b. When he retains the goods after
the lapse of reasonable time
without intimating to the seller that
ART. 1582
he has rejected them.
PRINCIPAL OBLIGATIONS OF VENDEE i. Retention may be an
inconsistent act of seller’s
ownership, but it is a
(1) To accept delivery; separate mode of
(2) To pay the price of the thing sold; and manifesting acceptance as
(3) To bear the expenses for the execution it merely negatives
and registration of the sale and putting the indication, which may be
goods into deliverable state, if such is the due merely to carelessness.
stipulation.
DELIVERY AND ACCEPTANCE, separate acts;
Pertinent Rules:
(1) Acceptance, not condition to
(1) Vendor is not required to delivery the thing complete delivery- An act of delivery of
sold until the price is paid nor the vendee the vendor has nothing to do with the
to pay the price before the thing is acceptance of the vendee. But rather as a
delivered in the absence of an agreement completion of delivery.
to the contrary.
(2) If stipulated, then the vendee is bound to Therefore: Seller must comply with his
accept delivery and to pay the price at the obligation to deliver although there is no
time and place stipulated. acceptance of buyer.
(3) In absence of stipulation, vendee is bound
(2) Acceptance and actual receipt do not
to pay at the time and place where it is
imply the other- there may be
delivered by the vendor.
acceptance without actual receipt, and
(4) In absence of stipulation as to the place, it
actual receipt without any acceptance.
shall be made wherever the thing might
be at the moment of the contract was ART. 1583
perfected.
(5) If only the time for delivery of the thing DELIVERY OF GOODS BY INSTALLMENT:
has been fixed in the contract, the vendee GENERAL RULE: The buyer is not bound to
is required to pay even before the thing is accept the delivery of the goods by installments,
delivered to him. unless otherwise agreed.

ART. 1585 This is consistent with the rule that

payment or performance must be complete.
When the Buyer deemed to have accepted
the goods HOWEVER: The goods may be deliverable by
installment or price payable in installments.

WHAT CONSTITUTE ACCEPTANCE: a. Where separate price has been fixed

for each installment.
After delivery of goods:  Where breach affects the whole
contract- if the sellers make defective
(1) EXPRESS ACCEPTANCE: It takes place
deliveries or the buyer wrongfully neglects
when a buyer, after delivery of the goods,
or refuses to accept delivery or fails to pay
intimates to the seller, verbally or in
any installment,
writing that he has accepted them.
o The injured party may refuse to
(2) IMPLIED ACCEPTANCE: When he does
any act inconsistent with the seller’s proceed further with the contract
ownership, as when he sells them or and may sue for damages for
attempts to sell the goods or he uses breach of entire contract if the
them. breach is material so as to affect
a. He begins to consume the goods or the contract as a whole.
give them to others, or if he makes  Breach is DIVISIBLE- Breach is
any alterations in a manner proper severable, it will merely give rise to a
only for an owner such as he has claim for compensation but not damages,
performed additional work on them if the breach is severable.
 b. SINGLE PRICE was agreed for all REJECTION OF GOODS
installments.
(a) If the seller fails to deliver, the buyer When the goods are proved to be unsuitable or
should choose between fulfillment and the fail to conform to the contract, the buyer may
rescission of the obligation, with the refuse to accept them.
payment of damages in either case. (1) The buyer is not bound to return them to
(b) The same remedy should apply in the the seller and it is sufficient if he
event that the buyer fails to pay the notifies the seller of his refusal.
purchase price within the period agreed (2) The option to reject must be exercised
upon. and notice of rejection be given within a
NOT AVAILABLE: The remedy for rescission is reasonable time unless there is a definite
not available for slight or casual breaches of period is fixed by the contract.
contract. (3) The receipt of goods under a contract of
sale constitutes an acceptance.
ART. 1584
ART. 1586
RIGHT OF THE BUYER TO EXAMINE THE
GOODS BEFORE ACCEPTING THEM EFFECT OF ACCEPTANCE OF THE GOODS
on SELLER’S LIABILITY FOR BREACH OF
WARRANTY
ACCEPTANCE: Is to assent to become owner of
the specific goods when delivery of them is
G.R. The seller is not discharged from his
offered to the buyer.
liability in damages or other remedy for breach
RIGHT OF INSPECTION: of warranty by acceptance of the buyer of goods.

G.R. The buyer is entitled to have a fair EXCEPTIONS:

opportunity to inspect or examine the article
1. If there is an agreement, whether express
tendered to determine whether it conforms to the
or implied.
contract. Otherwise, he may reject them.
2. If the buyer fails to give notice to the
Actual Delivery: The delivery referred here is seller of any breach of warranty within a
actual delivery. The ownership of the goods reasonable time after the buyer knows or
transferred to the buyer only upon the actual ought to know of such breach.
delivery subject to reasonable opportunity of
PURPOSE: The purpose is to protect the seller
examining them to determine if they are in
against belated claims which prevent him from
conformity with the contract.
making prompt investigation to determine the
EXCEPTIONS: Such right is not available in the cause and extent of his liability and to enable him
following cases: to take any other immediate steps that his
interest may require.
1. When there is an agreement to that effect.
2. When there is a stipulation that the goods ART. 1587
shall not be delivered to the buyer until he
has paid the price such as when the goods Effect when the buyers refuse to accept
are marked with the words “collect on delivery
delivery” – unless there is an agreement
or usage of trade permitting such (1) If refusal is justified (such as when the
examination. quantity is not complete or the goods
RIGHT OF EXAMINATION IS NOT ABSOLUTE: being delivered are different from those
stipulated).
 Such right should be availed of the buyer a.) Buyer has no duty to return the
within a reasonable time in order that the goods to the seller unless otherwise
seller may not suffer from undue delay or agreed.
prejudice  The buyer has an obligation to take care of
the thing during his possession without his
If the seller refuse to allow the opportunity to assent.
examine, the buyer may rescind the contract and
recover the price or any part of it.
  It is upon the seller’s burden to take the 3. If he is in default, from the time of
delivery of goods or possession of the judicial or extrajudicial demand for the
goods to the buyer. payment of the price.
b.) Title to the goods does not pass to him.
c.) He shall not be obliged to pay the price. ART. 1590
d.) If he constitutes himself as depositary of
SUSPENSION OF PAYMENT OF PRICE BY
the goods, he shall be liable as such.
VENDEE
 It is on the seller’s risk unless the buyer GROUNDS: DIRE
considered himself as depositary.
a) Disturbance in the vendee’s possession
OBLIGATION OF THE BUYER: or ownership of the thing purchased.
 It is sufficient that he notifies the seller Thus, the vendee may suspend payment if
that he refuses to accept the goods so the complaint for eviction was brought against
that the seller can take action on them. him.
RESALE: Should the seller fail to take delivery of b) Reasonable grounds to fear such
goods after notification, the buyer may resell the disturbance, by a vindicatory action or
goods, acquiring the right of resale by the seller’s foreclosure of mortgage.
when the buyer is in default.
Thus, the vendee may suspend payment if
ART. 1588 he receives a demand letter which
threatens the filing a complaint for the
REFUSAL TO ACCEPT IS NOT JUSTIFIED:
recovery of the thing sold or for
a.) Title to the goods passes to the buyer
foreclosure of the mortgage constituted on
from the moment the goods are placed at
the thing.
his disposal
Vindicatory Action- The Roman action called
Except:
vindicatio or rei vindicatio (“vindicatio of
 When there is stipulation to the contrary; property”) is the action through which an owner
 When the seller has reserved the who is out of possession sues to recover
ownership of the goods as a security for possession of his property. It is used both for
the payment of the price. movable and immovable property.
b.) He shall be obliged to pay the price.
2.) DURATION OF SUSPENSION OF PAYMENT.
ART. 1582 & 1589 Until the vendor has caused the
TO PAY THE PRICE OF THE THING disturbance or danger to cease.
Time and Place of payment of the price:
3.) WHEN THE RIGHT TO SUSPEND PAYMENT
1. At the time and place stipulated. NOT AVAILABLE: SESTITRES
2. Time and place of delivery of the thing, in
a) If the vendor gives security for the return
the absence of stipulation.
of price.
When the interest will be paid on the price: b) If it has been stipulated that the vendee
shall pay the price notwithstanding the
The buyer shall pay interest for the period existence of the aforementioned
between the delivery of the thing and the disturbance or danger.
payment of the price, in the following case: c) If the disturbance is a mere act of
trespass.
1. If there is a stipulation
If the interest is stipulated but the rate is Thus, the mere entry and presence of informal
not indicated, the rate shall be the legal settlers will not justify suspension of the payment
rate of 6%, the legal rate shall be 6% per of the price by the buyer.
Circular No. 799 of the Monetary Board.
ART. 1591
2. If the thing sold produces fruits or
income. RESCISSION by VENDOR

IMMOVABLES
 a) When the vendor is entitled to sue for ART. 1594
immediate rescission.
Goods includes all chattels personal but
The vendor may immediately sue for not things in action or money of legal tender in
rescission of the sale if there is a reasonable the Philippines. The term includes growing fruits
ground to fear. or crops.

 The loss of the immovable property sold, Actions for breach of the contract of sale
and of goods are governed primarily by the provisions
 Its price of the Title on Sales so far as said provisions can
apply. However, the provisions concerning the
If one or both grounds do not exist, the vendor sale of immovable property have no application
may choose between: to the sale of the goods.
(1) Fulfillment of the contract, with damages, ART. 1595 TO ART. 1597
and
(2) Rescission of the contract with damages. ACTIONS BY THE SELLER:

ART. 1592
(1) Maintain an action for the price of the
b) PACTUM COMMISSORIUM goods if the buyer wrongfully neglects or
refuses to pay. -Art. 1595
This is an agreement between the vendor and
(2) Maintain an action for damages for
the vendee in the sale of an immovable that
nonacceptance if the buyer wrongfully
recission of the contract shall takes place if
neglects or refuses to accept and pay for
the vendee fails to pay the price at the time
the goods. -Art.1596
agreed upon.
(3) Rescind the contract if the buyer has
THIS AGREEMENT IS NOT VALID. repudiated the sale, or manifested his
inability to perform his obligation, or
Accordingly, the vendee may pay even has committed a breach of contract,
after the expiration of the period as long as no where the goods have not been delivered
demand for rescission has been made upon him to the buyer.
either judicially or by notarial act.
ART. 1598 to ART. 1599
After the demand, the court may not grant
him a new term. ACTIONS by THE BUYER
(1) Bring an action for specific performance, if
Sale of REAL PROPERTY by INSTALLMENTS: the seller has broken the contract to
deliver the specific or ascertained goods. -
 The buyer has paid at least two years of
Art. 1598.
installments, the provisions of the Realty
(2) In case of breach of warranty by the seller,
Installment Buyer Act is applicable.
the buyer may, at his election:- Art. 1599
ART. 1593 a. Accept or keep the goods and
set up against the seller, the
MOVABLE PROPERTY: breach of warranty by way of
recoupment or diminution or
a) Grounds for immediate recission extinction of the price.
Rescission of the sale of a movable shall of b. Accept or keep the goods and
right take place in the interest of the vendor, maintain an action against the
i.e., at his option, if at the time fixed for the seller for damages against the
delivery of the thing vendee: seller for breach of warranty.
c. Refuse to accept the goods,
(1) Does not appear to receive the thing, or and maintain an action against the
(2) Having appeared, does not pay the price, seller for damages for breach of
unless the longer period is stipulated for warranty.
its payment. d. Rescind the sale and refuse to
receive the goods or if the goods
CHAPTER 6: ACTIONS FOR BREACH OF
have already been received, return
CONTRACT OF SALE OF GOODS
them or offer to return them to the
seller and recover the price or any
part thereof which has been paid.