,mhfcccffLAW ON SALES improvement shall inure to the benefit of the creditor;

Ref. book: Law on Sales, by Hector De Leon.

ART. 1538. In case of loss, deterioration or (6) If it is improved at the expense of the debtor, he
improvement of the thing before its delivery, the shall have no other right than that granted to the
rules in article 1189 shall be observed, the vendor usufructuary.”
being considered the debtor. (n)

Rules in case of loss, deterioration, or ART. 1539. The obligation to deliver the thing
improvement of thing before delivery. sold includes that of placing in the control of the
vendee all that is mentioned in the contract, in
Article 1189 of the Civil Code states:
conformity with the following rules:
“When the conditions have been imposed with the
If the sale of real estate should be made with a
intention of suspending the efficacy of an obligation to
statement of its area, at the rate of a certain price
give, the following rules shall be observed in case of the
for a unit of measure or number, the vendor shall
improvement, loss or deterioration of the thing during the
be obliged to deliver to the vendee, if the latter
pendency of the condition: should demand it, all that may have been stated in
the contract; but, should this be not possible, the
(1) If the thing is lost without the fault of the debtor, the vendee may choose between a proportional
obligation shall be extinguished; reduction of the price and the rescission of the
contract, provided that, in the latter case, the lack
(2) If the thing is lost through the fault of the debtor, he in the area be not less than onetenth of that stated.
shall be obliged to pay damages; it is understood that the The same shall be done, even when the area is
thing is lost when it perishes, or goes out of commerce, or the same, if any part of the immovable is not of the
disappears in such a way that its existence is unknown or quality specified in the contract.
it cannot be recovered;
The rescission, in this case, shall only take
place at the will of the vendee, when the inferior
(3) When the thing deteriorates without the fault of the value of the thing sold exceeds onetenth of the
debtor, the impairment is to be borne by the creditor; price agreed upon.
Nevertheless, if the vendee would not have
(4) If it deteriorates through the fault of the debtor, the
bought the immovable had he known of its smaller
creditor may choose between the rescission of the
area or inferior quality, he may rescind the sale.
obligation and its fulfillment, with indemnity for damages in
either case;
Sale of real property by unit of
measure or number.
(5) If the thing is improved by its nature, or by time, the
 1. Entire area stated in contract must be delivered. (1470a)
— If the sale of real estate should be made with a
statement of its area, at the rate of a certain price per Where immovable of a greater area
unit of measure or number, the cause of the contract or number.
with respect to the vendee is the number of such units If the area or number in the immovable is greater than that
or, if you wish, the thing purchased as determined by stipulated in the contract, the vendee may accept the area
the stipulated number of units. included in the contract and reject the rest. If he accepts the
whole, he makes himself liable for the price of the same at
2. Where entire area could not be delivered. — If all the contract rate. (see comments under Article 1522, par. 2.)
that is included within the stipulated boundaries is not The vendee may not withdraw from the contract.
delivered, then the object of the contract, its cause as
far as the vendee is concerned, is not delivered.
ART. 1541. The provisions of the two preceding
When vendee entitled to rescind articles shall apply to judicial sales. (n)
sale of real property.
Under the above article, the right of rescission is available Application of Articles 1539 and 1540
to the vendee in the following cases: to judicial sales.
(1) If the lack in area is at least 1/10th than that stated or The provisions of Articles 1539 and 1540 are applicable to
stipulated. (par. 2.) The 1/10th mentioned must be based on both private (voluntary) and judicial sales when the
the area stipulated in the contract, and not on the real area immovable sold is lacking in area or is of inferior quality or is
which the thing may actually have; greater in area than stated in the contract. (see Arts. 1552
(2) If the deficiency in the quality specified in the contract and 1570.)
exceeds 1/10th of the price agreed upon (par. 3.); and
(3) If the vendee would not have brought the immovable ART. 1542. In the sale of real estate, made for a
had he known of its smaller area or inferior quality lump sum and not at the rate of a certain sum for a
unit of measure or number, there shall be no
irrespective of the extent of the lack in area or quality.
increase or decrease of the price, although there
(pars. 4 and 5.)
be a greater or less area or number than that stated
in the contract.
ART. 1540. If, in the case of the preceding
article, there is a greater area or number in the The same rule shall be applied when two or
immovable than that stated in the contract, the more immovables are sold for a single price; but if,
vendee may accept the area included in the besides mentioning the boundaries, which is
contract and reject the rest. If he accepts the whole indispensable in every conveyance of real estate,
area, he must pay for the same at the contract rate. its area or number should be designated in the
2
 contract, the vendor shall be bound to deliver all
that is included within said boundaries, even when
it exceeds the area or number specified in the
contract; and should he not be able to do so, he
shall suffer a reduction in the price, in proportion
to what is lacking in the area or number, unless the
contract is rescinded because the vendee does not
accede to the failure to deliver what has been
stipulated.

Sale of real estate made

for a lump sum.
(1) Mistake in area stated in contract immaterial. — If the
sale is made for a lump sum, and not so much per unit of
measure or number, the cause of the contract is the thing
sold independent and irrespective of its number or measure.
In this case, the law presumes that the purchaser had in mind
a determinate price for the real estate and that he ascertained
its area and quality before the contract was perfected.

(2) Where area or number stated together with

boundaries. — If the vendor cannot deliver to the vendee all
that is included within the boundaries mentioned in the
contract, the latter has the option to reduce the price in
proportion to the deficiency or to set aside the contract.