TITLE VI possessed by the seller, or goods to be manufactured,

SALES raised, or acquired by the seller after the perfection of

the contract of sale, in this Title called "future goods."
CHAPTER 1
Nature and Form of the Contract There may be a contract of sale of goods, whose
acquisition by the seller depends upon a contingency
Article 1458. By the contract of sale one of the which may or may not happen. (n)
contracting parties obligates himself to transfer the
ownership and to deliver a determinate thing, and the Article 1463. The sole owner of a thing may sell an
other to pay therefor a price certain in money or its undivided interest therein. (n)
equivalent.
Article 1464. In the case of fungible goods, there may
SELLER- transfer & deliver be a sale of an undivided share of a specific mass,
BUYER- pay & accept though the seller purports to sell and the buyer to buy a
definite number, weight or measure of the goods in the
Elements of cos mass, and though the number, weight or measure of
1. Consent the goods in the mass, and though the number, weight
2. Object or measure of the goods in the mass is undetermined.
3. price By such a sale the buyer becomes owner in common of
such a share of the mass as the number, weight or
A contract of sale may be absolute or conditional.
measure bought bears to the number, weight or
(1445a)
measure of the mass. If the mass contains less than the
number, weight or measure bought, the buyer becomes
Article 1459. The thing must be licit and the vendor
the owner of the whole mass and the seller is bound to
must have a right to transfer the ownership thereof at
make good the deficiency from goods of the same kind
the time it is delivered. (n)
and quality, unless a contrary intent appears. (n)
Article 1460. A thing is determinate when it is
Article 1465. Things subject to a resolutory condition
particularly designated or physical segregated from all
may be the object of the contract of sale. (n)
others of the same class.
Article 1466. In construing a contract containing
The requisite that a thing be determinate is satisfied if
provisions characteristic of both the contract of sale and
at the time the contract is entered into, the thing is
of the contract of agency to sell, the essential clauses of
capable of being made determinate without the
the whole instrument shall be considered. (n)
necessity of a new or further agreement between the
parties. (n)
Article 1467. A contract for the delivery at a certain
price of an article which the vendor in the ordinary
Article 1461. Things having a potential existence may be
course of his business manufactures or procures for the
the object of the contract of sale.
general market, whether the same is on hand at the
time or not, is a contract of sale, but if the goods are to
The efficacy of the sale of a mere hope or expectancy is
be manufactured specially for the customer and upon
deemed subject to the condition that the thing will
his special order, and not for the general market, it is a
come into existence.
contract for a piece of work. (n)
The sale of a vain hope or expectancy is void. (n)
Article 1468. If the consideration of the contract
Article 1462. The goods which form the subject of a consists partly in money, and partly in another thing,
contract of sale may be either existing goods, owned or 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 manner, the contract is inefficacious. However, if the
value of the thing given as a part of the consideration thing or any part thereof has been delivered to and
exceeds the amount of the money or its equivalent; appropriated by the buyer he must pay a reasonable
otherwise, it is a sale. (1446a) price therefor. What is a reasonable price is a question
of fact dependent on the circumstances of each
Article 1469. In order that the price may be considered particular case. (n)
certain, it shall be sufficient that it be so with reference
to another thing certain, or that the determination Article 1475. The contract of sale is perfected at the
thereof be left to the judgment of a special person or moment there is a meeting of minds upon the thing
persons. which is the object of the contract and upon the price.

Should such person or persons be unable or unwilling to From that moment, the parties may reciprocally
fix it, the contract shall be inefficacious, unless the demand performance, subject to the provisions of the
parties subsequently agree upon the price. law governing the form of contracts. (1450a)

If the third person or persons acted in bad faith or by Article 1477. The ownership of the thing sold shall be
mistake, the courts may fix the price. transferred to the vendee upon the actual or
constructive delivery thereof. (n)
Where such third person or persons are prevented from
fixing the price or terms by fault of the seller or the Article 1478. The parties may stipulate that ownership
buyer, the party not in fault may have such remedies in the thing shall not pass to the purchaser until he has
against the party in fault as are allowed the seller or the fully paid the price. (n)
buyer, as the case may be. (1447a)
Article 1479. A promise to buy and sell a determinate
Article 1470. Gross inadequacy of price does not affect thing for a price certain is reciprocally demandable.
a contract of sale, except as it may indicate a defect in
the consent, or that the parties really intended a An accepted unilateral promise to buy or to sell a
donation or some other act or contract. (n) determinate thing for a price certain is binding upon the
promisor if the promise is supported by a consideration
Article 1471. If the price is simulated, the sale is void, distinct from the price. (1451a)
but the act may be shown to have been in reality a
donation, or some other act or contract. (n) Article 1480. Any injury to or benefit from the thing
sold, after the contract has been perfected, from the
Article 1472. The price of securities, grain, liquids, and moment of the perfection of the contract to the time of
other things shall also be considered certain, when the delivery, shall be governed by articles 1163 to 1165, and
price fixed is that which the thing sold would have on a 1262.
definite day, or in a particular exchange or market, or
when an amount is fixed above or below the price on This rule shall apply to the sale of fungible things, made
such day, or in such exchange or market, provided said independently and for a single price, or without
amount be certain. (1448) consideration of their weight, number, or measure.

Article 1473. The fixing of the price can never be left to Should fungible things be sold for a price fixed according
the discretion of one of the contracting parties. to weight, number, or measure, the risk shall not be
However, if the price fixed by one of the parties is imputed to the vendee until they have been weighed,
accepted by the other, the sale is perfected. (1449a) counted, or measured and delivered, unless the latter
has incurred in delay. (1452a)
Article 1474. Where the price cannot be determined in
accordance with the preceding articles, or in any other
Article 1481. In the contract of sale of goods by CHAPTER 2
description or by sample, the contract may be rescinded Capacity to Buy or Sell
if the bulk of the goods delivered do not correspond
with the description or the sample, and if the contract Article 1489. All persons who are authorized in this
be by sample as well as description, it is not sufficient Code to obligate themselves, may enter into a contract
that the bulk of goods correspond with the sample if of sale, saving the modifications contained in the
they do not also correspond with the description. following articles.

The buyer shall have a reasonable opportunity of Where necessaries are those sold and delivered to a
comparing the bulk with the description or the sample. minor or other person without capacity to act, he must
(n) pay a reasonable price therefor. Necessaries are those
referred to in article 290. (1457a)
Article 1482. Whenever earnest money is given in a
contract of sale, it shall be considered as part of the Article 1490. The husband and the wife cannot sell
price and as proof of the perfection of the contract. property to each other, except:
(1454a)
(1) When a separation of property was agreed
Article 1483. Subject to the provisions of the Statute of upon in the marriage settlements; or
Frauds and of any other applicable statute, a contract of
sale may be made in writing, or by word of mouth, or (2) When there has been a judicial separation of
partly in writing and partly by word of mouth, or may be property under article 191. (1458a)
inferred from the conduct of the parties. (n)
Article 1491. The following persons cannot acquire by
Article 1484. In a contract of sale of personal property purchase, even at a public or judicial auction, either in
the price of which is payable in installments, the vendor person or through the mediation of another:
may exercise any of the following remedies:
(1) The guardian, the property of the person or
(1) Exact fulfillment of the obligation, should the persons who may be under his guardianship;
vendee fail to pay;
(2) Agents, the property whose administration
(2) Cancel the sale, should the vendee's failure or sale may have been intrusted to them, unless
to pay cover two or more installments; the consent of the principal has been given;

(3) Foreclose the chattel mortgage on the thing (3) Executors and administrators, the property
sold, if one has been constituted, should the of the estate under administration;
vendee's failure to pay cover two or more
installments. In this case, he shall have no (4) Public officers and employees, the property
further action against the purchaser to recover of the State or of any subdivision thereof, or of
any unpaid balance of the price. Any agreement any government-owned or controlled
to the contrary shall be void. (1454-A-a) corporation, or institution, the administration of
which has been intrusted to them; this
MACEDA LAW (INSERT) provision shall apply to judges and government
experts who, in any manner whatsoever, take
Article 1487. The expenses for the execution and part in the sale;
registration of the sale shall be borne by the vendor,
unless there is a stipulation to the contrary. (1455a) (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 CHAPTER 4
rights in litigation or levied upon an execution Obligations of the Vendor
before the court within whose jurisdiction or
territory they exercise their respective SECTION 1
functions; this prohibition includes the act of General Provisions
acquiring by assignment and shall apply to
lawyers, with respect to the property and rights Article 1495. The vendor is bound to transfer the
which may be the object of any litigation in ownership of and deliver, as well as warrant the thing
which they may take part by virtue of their which is the object of the sale. (1461a)
profession;
Article 1496. The ownership of the thing sold is
(6) Any others specially disqualified by law. acquired by the vendee from the moment it is delivered
(1459a) to him in any of the ways specified in articles 1497 to
1501, or in any other manner signifying an agreement
Article 1492. The prohibitions in the two preceding that the possession is transferred from the vendor to
articles are applicable to sales in legal redemption, the vendee. (n)
compromises and renunciations. (n)
SECTION 2
CHAPTER 3 Delivery of the Thing Sold
Effects of the Contract When the Thing Sold Has
Been Lost Article 1497. The thing sold shall be understood as
delivered, when it is placed in the control and
Article 1493. If at the time the contract of sale is possession of the vendee. (1462a)
perfected, the thing which is the object of the contract
has been entirely lost, the contract shall be without any Article 1498. When the sale is made through a public
effect. instrument, the execution thereof shall be equivalent to
the delivery of the thing which is the object of the
But if the thing should have been lost in part only, the contract, if from the deed the contrary does not appear
vendee may choose between withdrawing from the or cannot clearly be inferred.
contract and demanding the remaining part, paying its
price in proportion to the total sum agreed upon. With regard to movable property, its delivery may also
(1460a) be made by the delivery of the keys of the place or
depository where it is stored or kept. (1463a)
Article 1494. Where the parties purport a sale of
specific goods, and the goods without the knowledge of Article 1499. The delivery of movable property may
the seller have perished in part or have wholly or in a likewise be made by the mere consent or agreement of
material part so deteriorated in quality as to be the contracting parties, if the thing sold cannot be
substantially changed in character, the buyer may at his transferred to the possession of the vendee at the time
option treat the sale: of the sale, or if the latter already had it in his
possession for any other reason. (1463a)
(1) As avoided; or
Article 1500. There may also be tradition constitutum
(2) As valid in all of the existing goods or in so possessorium. (n)
much thereof as have not deteriorated, and as
binding the buyer to pay the agreed price for Article 1501. With respect to incorporeal property, the
the goods in which the ownership will pass, if provisions of the first paragraph of article 1498 shall
the sale was divisible. (n) govern. In any other case wherein said provisions are
not applicable, the placing of the titles of ownership in
the possession of the vendee or the use by the vendee Where goods are shipped, and by the bill of lading the
of his rights, with the vendor's consent, shall be goods are deliverable to order of the buyer or of his
understood as a delivery. (1464) agent, but possession of the bill of lading is retained by
the seller or his agent, the seller thereby reserves a right
Article 1502. When goods are delivered to the buyer to the possession of the goods as against the buyer.
"on sale or return" to give the buyer an option to return
the goods instead of paying the price, the ownership Where the seller of goods draws on the buyer for the
passes to the buyer on delivery, but he may revest the price and transmits the bill of exchange and bill of
ownership in the seller by returning or tendering the lading together to the buyer to secure acceptance or
goods within the time fixed in the contract, or, if no payment of the bill of exchange, the buyer is bound to
time has been fixed, within a reasonable time. (n) return the bill of lading if he does not honor the bill of
exchange, and if he wrongfully retains the bill of lading
When goods are delivered to the buyer on approval or he acquires no added right thereby. If, however, the bill
on trial or on satisfaction, or other similar terms, the of lading provides that the goods are deliverable to the
ownership therein passes to the buyer: buyer or to the order of the buyer, or is indorsed in
blank, or to the buyer by the consignee named therein,
(1) When he signifies his approval or acceptance one who purchases in good faith, for value, the bill of
to the seller or does any other act adopting the lading, or goods from the buyer will obtain the
transaction; ownership in the goods, although the bill of exchange
has not been honored, provided that such purchaser
(2) If he does not signify his approval or has received delivery of the bill of lading indorsed by
acceptance to the seller, but retains the goods the consignee named therein, or of the goods, without
without giving notice of rejection, then if a time notice of the facts making the transfer wrongful. (n)
has been fixed for the return of the goods, on
the expiration of such time, and, if no time has Article 1504. Unless otherwise agreed, the goods
been fixed, on the expiration of a reasonable remain at the seller's risk until the ownership therein is
time. What is a reasonable time is a question of transferred to the buyer, but when the ownership
fact. (n) therein is transferred to the buyer the goods are at the
buyer's risk whether actual delivery has been made or
Article 1503. When there is a contract of sale of specific not, except that:
goods, the seller may, by the terms of the contract,
reserve the right of possession or ownership in the (1) Where delivery of the goods has been made
goods until certain conditions have been fulfilled. The to the buyer or to a bailee for the buyer, in
right of possession or ownership may be thus reserved pursuance of the contract and the ownership in
notwithstanding the delivery of the goods to the buyer the goods has been retained by the seller
or to a carrier or other bailee for the purpose of merely to secure performance by the buyer of
transmission to the buyer. his obligations under the contract, the goods
are at the buyer's risk from the time of such
Where goods are shipped, and by the bill of lading the delivery;
goods are deliverable to the seller or his agent, or to the
order of the seller or of his agent, the seller thereby (2) Where actual delivery has been delayed
reserves the ownership in the goods. But, if except for through the fault of either the buyer or seller
the form of the bill of lading, the ownership would have the goods are at the risk of the party in fault. (n)
passed to the buyer on shipment of the goods, the
seller's property in the goods shall be deemed to be Article 1505. Subject to the provisions of this Title,
only for the purpose of securing performance by the where goods are sold by a person who is not the owner
buyer of his obligations under the contract. thereof, and who does not sell them under authority or
with the consent of the owner, the buyer acquires no
better title to the goods than the seller had, unless the
owner of the goods is by his conduct precluded from
denying the seller's authority to sell.

Nothing in this Title, however, shall affect:

(1) The provisions of any factors' act, recording

laws, or any other provision of law enabling the
apparent owner of goods to dispose of them as
if he were the true owner thereof;

(2) The validity of any contract of sale under

statutory power of sale or under the order of a
court of competent jurisdiction;

(3) Purchases made in a merchant's store, or in

fairs, or markets, in accordance with the Code
of Commerce and special laws. (n)

Article 1506. Where the seller of goods has a voidable

title thereto, but his title has not been avoided at the
time of the sale, the buyer acquires a good title to the
goods, provided he buys them in good faith, for value,
and without notice of the seller's defect of title. (n)