Title VI – Sales

The requisite that a thing be

determinate is satisfied if at the time
the contract is entered into, the thing
(Book IV, Civil is capable of being made
determinate without the necessity of

Code)
a new or further agreement between
the parties. (n)
April 11, 2023

TITLE VI Article 1461. Things having a

potential existence may be the object
of the contract of sale.
SALES
The efficacy of the sale of a mere
CHAPTER 1 hope or expectancy is deemed
subject to the condition that the thing
will come into existence. The sale of
Nature and Form of the Contract
a vain hope or expectancy is void. (n)

Article 1458. By the contract of sale

Article 1462. The goods which form
one of the contracting parties
the subject of a contract of sale may
obligates himself to transfer the
be either existing goods, owned or
ownership and to deliver a
possessed by the seller, or goods to
determinate thing, and the other to
be manufactured, raised, or acquired
pay therefor a price certain in money
by the seller after the perfection of
or its equivalent.
the contract of sale, in this Title
called “future goods.”
A contract of sale may be absolute or
conditional. (1445a)
There may be a contract of sale of
goods, whose acquisition by the
Article 1459. The thing must be licit seller depends upon a contingency
and the vendor must have a right to which may or may not happen. (n)
transfer the ownership thereof at the
time it is delivered. (n)
Article 1463. The sole owner of a
thing may sell an undivided interest
Article 1460. A thing is determinate therein. (n)
when it is particularly designated or
physical segregated from all others of
Article 1464. In the case of fungible
the same class.
goods, there may be a sale of an
undivided share of a specific mass,
though the seller purports to sell and his special order, and not for the
the buyer to buy a definite number, general market, it is a contract for a
weight or measure of the goods in piece of work. (n)
the mass, and though the number,
weight or measure of the goods in
the mass, and though the number, Article 1468. If the consideration of
weight or measure of the goods in the contract consists partly in money,
the mass is undetermined. By such a and partly in another thing, the
sale the buyer becomes owner in transaction shall be characterized by
common of such a share of the mass the manifest intention of the parties.
as the number, weight or measure If such intention does not clearly
bought bears to the number, weight appear, it shall be considered a
or measure of the mass. If the mass barter if the value of the thing given
contains less than the number, as a part of the consideration
weight or measure bought, the buyer exceeds the amount of the money or
becomes the owner of the whole its equivalent; otherwise, it is a sale.
mass and the seller is bound to make (1446a)
good the deficiency from goods of
the same kind and quality, unless a Article 1469. In order that the price
contrary intent appears. (n) may be considered certain, it shall be
sufficient that it be so with reference
Article 1465. Things subject to a to another thing certain, or that the
resolutory condition may be the determination thereof be left to the
object of the contract of sale. (n) judgment of a special person or
persons.

Article 1466. In construing a contract

containing provisions characteristic of Should such person or persons be
both the contract of sale and of the unable or unwilling to fix it, the
contract of agency to sell, the contract shall be inefficacious, unless
essential clauses of the whole the parties subsequently agree upon
instrument shall be considered. (n) the price.

Article 1467. A contract for the If the third person or persons acted in
delivery at a certain price of an article bad faith or by mistake, the courts
which the vendor in the ordinary may fix the price.
course of his business manufactures
or procures for the general market, Where such third person or persons
whether the same is on hand at the are prevented from fixing the price or
time or not, is a contract of sale, but if terms by fault of the seller or the
the goods are to be manufactured buyer, the party not in fault may have
specially for the customer and upon such remedies against the party in
fault as are allowed the seller or the appropriated by the buyer he must
buyer, as the case may be. (1447a) pay a reasonable price therefor.
What is a reasonable price is a
question of fact dependent on the
Article 1470. Gross inadequacy of circumstances of each particular
price does not affect a contract of case. (n)
sale, except as it may indicate a
defect in the consent, or that the
parties really intended a donation or Article 1475. The contract of sale is
some other act or contract. (n) perfected at the moment there is a
meeting of minds upon the thing
which is the object of the contract
Article 1471. If the price is simulated, and upon the price.
the sale is void, but the act may be
shown to have been in reality a
donation, or some other act or From that moment, the parties may
contract. (n) reciprocally demand performance,
subject to the provisions of the law
governing the form of contracts.
Article 1472. The price of securities, (1450a)
grain, liquids, and other things shall
also be considered certain, when the
price fixed is that which the thing sold Article 1476. In the case of a sale by
would have on a definite day, or in a auction:
particular exchange or market, or
when an amount is fixed above or
below the price on such day, or in (1) Where goods are put up for sale
such exchange or market, provided by auction in lots, each lot is the
said amount be certain. (1448) subject of a separate contract of sale.

Article 1473. The fixing of the price (2) A sale by auction is perfected
can never be left to the discretion of when the auctioneer announces its
one of the contracting parties. perfection by the fall of the hammer,
However, if the price fixed by one of or in other customary manner. Until
the parties is accepted by the other, such announcement is made, any
the sale is perfected. (1449a) bidder may retract his bid; and the
auctioneer may withdraw the goods
from the sale unless the auction has
Article 1474. Where the price cannot been announced to be without
be determined in accordance with the reserve.
preceding articles, or in any other
manner, the contract is inefficacious.
However, if the thing or any part (3) A right to bid may be reserved
thereof has been delivered to and expressly by or on behalf of the
seller, unless otherwise provided by Article 1480. Any injury to or benefit
law or by stipulation. from the thing sold, after the contract
has been perfected, from the
moment of the perfection of the
(4) Where notice has not been given contract to the time of delivery, shall
that a sale by auction is subject to a be governed by articles 1163 to
right to bid on behalf of the seller, it 1165, and 1262.
shall not be lawful for the seller to bid
himself or to employ or induce any
person to bid at such sale on his This rule shall apply to the sale of
behalf or for the auctioneer, to fungible things, made independently
employ or induce any person to bid and for a single price, or without
at such sale on behalf of the seller or consideration of their weight,
knowingly to take any bid from the number, or measure.
seller or any person employed by
him. Any sale contravening this rule
may be treated as fraudulent by the Should fungible things be sold for a
buyer. (n) price fixed according to weight,
number, or measure, the risk shall
not be imputed to the vendee until
Article 1477. The ownership of the they have been weighed, counted, or
thing sold shall be transferred to the measured and delivered, unless the
vendee upon the actual or latter has incurred in delay. (1452a)
constructive delivery thereof. (n)
Article 1481. In the contract of sale of
Article 1478. The parties may goods by description or by sample,
stipulate that ownership in the thing the contract may be rescinded if the
shall not pass to the purchaser until bulk of the goods delivered do not
he has fully paid the price. (n) correspond with the description or
the sample, and if the contract be by
sample as well as description, it is
Article 1479. A promise to buy and not sufficient that the bulk of goods
sell a determinate thing for a price correspond with the sample if they do
certain is reciprocally demandable. not also correspond with the
description.
An accepted unilateral promise to
buy or to sell a determinate thing for The buyer shall have a reasonable
a price certain is binding upon the opportunity of comparing the bulk
promisor if the promise is supported with the description or the sample.
by a consideration distinct from the (n)
price. (1451a)
Article 1482. Whenever earnest Article 1485. The preceding article
money is given in a contract of sale, shall be applied to contracts
it shall be considered as part of the purporting to be leases of personal
price and as proof of the perfection of property with option to buy, when the
the contract. (1454a) lessor has deprived the lessee of the
possession or enjoyment of the thing.
(1454-A-a)
Article 1483. Subject to the
provisions of the Statute of Frauds
and of any other applicable statute, a Article 1486. In the case referred to
contract of sale may be made in in the two preceding articles, a
writing, or by word of mouth, or partly stipulation that the installments or
in writing and partly by word of rents paid shall not be returned to the
mouth, or may be inferred from the vendee or lessee shall be valid
conduct of the parties. (n) insofar as the same may not be
unconscionable under the
circumstances. (n)
Article 1484. In a contract of sale of
personal property the price of which
is payable in installments, the vendor Article 1487. The expenses for the
may exercise any of the following execution and registration of the sale
remedies: shall be borne by the vendor, unless
there is a stipulation to the contrary.
(1455a)
(1) Exact fulfillment of the obligation,
should the vendee fail to pay;
Article 1488. The expropriation of
property for public use is governed
(2) Cancel the sale, should the by special laws. (1456)
vendee’s failure to pay cover two or
more installments;
CHAPTER 2
(3) Foreclose the chattel mortgage
on the thing sold, if one has been Capacity to Buy or Sell
constituted, should the vendee’s
failure to pay cover two or more
installments. In this case, he shall Article 1489. All persons who are
have no further action against the authorized in this Code to obligate
purchaser to recover any unpaid themselves, may enter into a contract
balance of the price. Any agreement of sale, saving the modifications
to the contrary shall be void. (1454- contained in the following articles.
A-a)
Where necessaries are those sold
and delivered to a minor or other
person without capacity to act, he subdivision thereof, or of any
must pay a reasonable price therefor. government-owned
Necessaries are those referred to in
article 290. (1457a)
or controlled corporation, or
institution, the administration of which
Article 1490. The husband and the has been intrusted to them; this
wife cannot sell property to each provision shall apply to judges and
other, except: government experts who, in any
manner whatsoever, take part in the
sale;
(1) When a separation of property
was agreed upon in the marriage
settlements; or (5) Justices, judges, prosecuting
attorneys, clerks of superior and
inferior courts, and other officers and
(2) When there has been a judicial employees connected with the
separation of property under article administration of justice, the property
191. (1458a) and rights in litigation or levied upon
an execution before the court within
Article 1491. The following persons whose jurisdiction or territory they
cannot acquire by purchase, even at exercise their respective functions;
a public or judicial auction, either in this prohibition includes the act of
person or through the mediation of acquiring by assignment and shall
another: apply to lawyers, with respect to the
property and rights which may be the
object of any litigation in which they
(1) The guardian, the property of the may take part by virtue of their
person or persons who may be under profession;
his guardianship;

(6) Any others specially disqualified

(2) Agents, the property whose by law. (1459a)
administration or sale may have been
intrusted to them, unless the consent
of the principal has been given; Article 1492. The prohibitions in the
two preceding articles are applicable
to sales in legal redemption,
(3) Executors and administrators, the compromises and renunciations. (n)
property of the estate under
administration;
CHAPTER 3

(4) Public officers and employees,

the property of the State or of any
Effects of the Contract When the SECTION 1
Thing Sold Has Been Lost
General Provisions
Article 1493. If at the time the
contract of sale is perfected, the thing
which is the object of the contract Article 1495. The vendor is bound to
has been entirely lost, the contract transfer the ownership of and deliver,
shall be without any effect. as well as warrant the thing which is
the object of the sale. (1461a)

But if the thing should have been lost

in part only, the vendee may choose Article 1496. The ownership of the
between withdrawing from the thing sold is acquired by the vendee
contract and demanding the from the moment it is delivered to
remaining part, paying its price in him in any of the ways specified in
proportion to the total sum agreed articles 1497 to 1501, or in any other
upon. (1460a) manner signifying an agreement that
the possession is transferred from
the vendor to the vendee. (n)
Article 1494. Where the parties
purport a sale of specific goods, and
the goods without the knowledge of SECTION 2
the seller have perished in part or
have wholly or in a material part so Delivery of the Thing Sold
deteriorated in quality as to be
substantially changed in character,
the buyer may at his option treat the Article 1497. The thing sold shall be
sale: understood as delivered, when it is
placed in the control and possession
of the vendee. (1462a)
(1) As avoided; or

Article 1498. When the sale is made

(2) As valid in all of the existing through a public instrument, the
goods or in so much thereof as have execution thereof shall be equivalent
not deteriorated, and as binding the to the delivery of the thing which is
buyer to pay the agreed price for the the object of the contract, if from the
goods in which the ownership will deed the contrary does not appear or
pass, if the sale was divisible. (n) cannot clearly be inferred.

CHAPTER 4 With regard to movable property, its

delivery may also be made by the
Obligations of the Vendor delivery of the keys of the place or
depository where it is stored or kept. When goods are delivered to the
(1463a) buyer on approval or on trial or on
satisfaction, or other similar terms,
the ownership therein passes to the
Article 1499. The delivery of movable buyer:
property may likewise be made by
the mere consent or agreement of
the contracting parties, if the thing (1) When he signifies his approval or
sold cannot be transferred to the acceptance to the seller or does any
possession of the vendee at the time other act adopting the transaction;
of the sale, or if the latter already had
it in his possession for any other
reason. (1463a) (2) If he does not signify his approval
or acceptance to the seller, but
retains the goods without giving
Article 1500. There may also be notice of rejection, then if a time has
tradition constitutum possessorium. been fixed for the return of the
(n) goods, on the expiration of such time,
and, if no time has been fixed, on the
expiration of a reasonable time. What
Article 1501. With respect to is a reasonable time is a question of
incorporeal property, the provisions fact. (n)
of the first paragraph of article 1498
shall govern. In any other case
wherein said provisions are not Article 1503. When there is a
applicable, the placing of the titles of contract of sale of specific goods, the
ownership in the possession of the seller may, by the terms of the
vendee or the use by the vendee of contract, reserve the right of
his rights, with the vendor’s consent, possession or ownership in the
shall be understood as a delivery. goods until certain conditions have
(1464) been fulfilled. The right of possession
or ownership may be thus reserved
notwithstanding the delivery of the
Article 1502. When goods are goods to the buyer or to a carrier or
delivered to the buyer “on sale or other bailee for the purpose of
return” to give the buyer an option to transmission to the buyer.
return the goods instead of paying
the price, the ownership passes to
the buyer on delivery, but he may Where goods are shipped, and by
revest the ownership in the seller by the bill of lading the goods are
returning or tendering the goods deliverable to the seller or his agent,
within the time fixed in the contract, or to the order of the seller or of his
or, if no time has been fixed, within a agent, the seller thereby reserves the
reasonable time. (n) ownership in the goods. But, if except
for the form of the bill of lading, the notice of the facts making the
ownership would have passed to the transfer wrongful. (n)
buyer on shipment of the goods, the
seller’s property in the goods shall be
deemed to be only for the purpose of Article 1504. Unless otherwise
securing performance by the buyer of agreed, the goods remain at the
his obligations under the contract. seller’s risk until the ownership
therein is transferred to the buyer,
but when the ownership therein is
Where goods are shipped, and by transferred to the buyer the goods
the bill of lading the goods are are at the buyer’s risk whether actual
deliverable to order of the buyer or of delivery has been made or not,
his agent, but possession of the bill except that:
of lading is retained by the seller or
his agent, the seller thereby reserves
a right to the possession of the goods (1) Where delivery of the goods has
as against the buyer. been made to the buyer or to a bailee
for the buyer, in pursuance of the
contract and the ownership in the
Where the seller of goods draws on goods has been retained by the
the buyer for the price and transmits seller merely to secure performance
the bill of exchange and bill of lading by the buyer of his obligations under
together to the buyer to secure the contract, the goods are at the
acceptance or payment of the bill of buyer’s risk from the time of such
exchange, the buyer is bound to delivery;
return the bill of lading if he does not
honor the bill of exchange, and if he
wrongfully retains the bill of lading he (2) Where actual delivery has been
acquires no added right thereby. If, delayed through the fault of either the
however, the bill of lading provides buyer or seller the goods are at the
that the goods are deliverable to the risk of the party in fault. (n)
buyer or to the order of the buyer, or
is indorsed in blank, or to the buyer Article 1505. Subject to the
by the consignee named therein, one provisions of this Title, where goods
who purchases in good faith, for are sold by a person who is not the
value, the bill of lading, or goods from owner thereof, and who does not sell
the buyer will obtain the ownership in them under authority or with the
the goods, although the bill of consent of the owner, the buyer
exchange has not been honored, acquires no better title to the goods
provided that such purchaser has than the seller had, unless the owner
received delivery of the bill of lading of the goods is by his conduct
indorsed by the consignee named precluded from denying the seller’s
therein, or of the goods, without authority to sell.
Nothing in this Title, however, shall (1) Where by the terms of the
affect: document the carrier, warehouseman
or other bailee issuing the same
undertakes to deliver the goods to
(1) The provisions of any factors’ act, the bearer; or
recording laws, or any other provision
of law enabling the apparent owner
of goods to dispose of them as if he (2) Where by the terms of the
were the true owner thereof; document the carrier, warehouseman
or other bailee issuing the same
undertakes to deliver the goods to
(2) The validity of any contract of sale the order of a specified person, and
under statutory power of sale or such person or a subsequent
under the order of a court of indorsee of the document has
competent jurisdiction; indorsed it in blank or to the bearer.

(3) Purchases made in a merchant’s Where by the terms of a negotiable

store, or in fairs, or markets, in document of title the goods are
accordance with the Code of deliverable to bearer or where a
Commerce and special laws. (n) negotiable document of title has been
indorsed in blank or to bearer, any
Article 1506. Where the seller of holder may indorse the same to
goods has a voidable title thereto, but himself or to any specified person,
his title has not been avoided at the and in such case the document shall
time of the sale, the buyer acquires a thereafter be negotiated only by the
good title to the goods, provided he indorsement of such indorsee. (n)
buys them in good faith, for value,
and without notice of the seller’s Article 1509. A negotiable document
defect of title. (n) of title may be negotiated by the
indorsement of the person to whose
Article 1507. A document of title in order the goods are by the terms of
which it is stated that the goods the document deliverable. Such
referred to therein will be delivered to indorsement may be in blank, to
the bearer, or to the order of any bearer or to a specified person. If
person named in such document is a indorsed to a specified person, it may
negotiable document of title. (n) be again negotiated by the
indorsement of such person in blank,
to bearer or to another specified
Article 1508. A negotiable document person. Subsequent negotiations
of title may be negotiated by delivery: may be made in like manner. (n)
Article 1510. If a document of title owner, if, by the terms of the
which contains an undertaking by a document the bailee issuing the
carrier, warehouseman or other document undertakes to deliver the
bailee to deliver the goods to bearer, goods to the order of the person to
to a specified person or order of a whom the possession or custody of
specified person or which contains the document has been entrusted, or
words of like import, has placed upon if at the time of such entrusting the
it the words “not negotiable,” “non- document is in such form that it may
negotiable” or the like, such be negotiated by delivery. (n)
document may nevertheless be
negotiated by the holder and is a
negotiable document of title within Article 1513. A person to whom a
the meaning of this Title. But nothing negotiable document of title has been
in this Title contained shall be duly negotiated acquires thereby:
construed as limiting or defining the
effect upon the obligations of the (1) Such title to the goods as the
carrier, warehouseman, or other person negotiating the document to
bailee issuing a document of title or him had or had ability to convey to a
placing thereon the words “not purchaser in good faith for value and
negotiable,” “non-negotiable,” or the also such title to the goods as the
like. (n) person to whose order the goods
were to be delivered by the terms of
Article 1511. A document of title the document had or had ability to
which is not in such form that it can convey to a purchaser in good faith
be negotiated by delivery may be for value; and
transferred by the holder by delivery
to a purchaser or donee. A non- (2) The direct obligation of the bailee
negotiable document cannot be issuing the document to hold
negotiated and the indorsement of possession of the goods for him
such a document gives the according to the terms of the
transferee no additional right. (n) document as fully as if such bailee
had contracted directly with him. (n)
Article 1512. A negotiable document
of title may be negotiated: Article 1514. A person to whom a
document of title has been
(1) By the owner thereof; or transferred, but not negotiated,
acquires thereby, as against the
transferor, the title to the goods,
(2) By any person to whom the subject to the terms of any
possession or custody of the agreement with the transferor.
document has been entrusted by the
If the document is non-negotiable, including one who assigns for value a
such person also acquires the right to claim secured by a document of title
notify the bailee who issued the unless a contrary intention appears,
document of the transfer thereof, and warrants:
thereby to acquire the direct
obligation of such bailee to hold
possession of the goods for him (1) That the document is genuine;
according to the terms of the
document. (2) That he has a legal right to
negotiate or transfer it;
Prior to the notification to such bailee
by the transferor or transferee of a (3) That he has knowledge of no fact
non-negotiable document of title, the which would impair the validity or
title of the transferee to the goods worth of the document; and
and the right to acquire the obligation
of such bailee may be defeated by
the levy of an attachment of (4) That he has a right to transfer the
execution upon the goods by a title to the goods and that the goods
creditor of the transferor, or by a are merchantable or fit for a
notification to such bailee by the particular purpose, whenever such
transferor or a subsequent purchaser warranties would have been implied
from the transferor of a subsequent if the contract of the parties had been
sale of the goods by the transferor. to transfer without a document of title
(n) the goods represented thereby. (n)

Article 1515. Where a negotiable Article 1517. The indorsement of a

document of title is transferred for document of title shall not make the
value by delivery, and the indorser liable for any failure on the
indorsement of the transferor is part of the bailee who issued the
essential for negotiation, the document or previous indorsers
transferee acquires a right against thereof to fulfill their respective
the transferor to compel him to obligations. (n)
indorse the document unless a
contrary intention appears. The Article 1518. The validity of the
negotiation shall take effect as of the negotiation of a negotiable document
time when the indorsement is of title is not impaired by the fact that
actually made. (n) the negotiation was a breach of duty
on the part of the person making the
Article 1516. A person who for value negotiation, or by the fact that the
negotiates or transfers a document of owner of the document was deprived
title by indorsement or delivery, of the possession of the same by
loss, theft, fraud, accident, mistake, Article 1521. Whether it is for the
duress, or conversion, if the person buyer to take possession of the
to whom the document was goods or of the seller to send them to
negotiated or a person to whom the the buyer is a question depending in
document was subsequently each case on the contract, express
negotiated paid value therefor in or implied, between the parties. Apart
good faith without notice of the from any such contract, express or
breach of duty, or loss, theft, fraud, implied, or usage of trade to the
accident, mistake, duress or contrary, the place of delivery is the
conversion. (n) seller’s place of business if he has
one, and if not his residence; but in
case of a contract of sale of specific
Article 1519. If goods are delivered to goods, which to the knowledge of the
a bailee by the owner or by a person parties when the contract or the sale
whose act in conveying the title to was made were in some other place,
them to a purchaser in good faith for then that place is the place of
value would bind the owner and a delivery.
negotiable document of title is issued
for them they cannot thereafter, while
in possession of such bailee, be Where by a contract of sale the seller
attached by garnishment or is bound to send the goods to the
otherwise or be levied under an buyer, but no time for sending them
execution unless the document be is fixed, the seller is bound to send
first surrendered to the bailee or its them within a reasonable time.
negotiation enjoined. The bailee shall
in no case be compelled to deliver up
the actual possession of the goods Where the goods at the time of sale
until the document is surrendered to are in the possession of a third
him or impounded by the court. (n) person, the seller has not fulfilled his
obligation to deliver to the buyer
unless and until such third person
Article 1520. A creditor whose debtor acknowledges to the buyer that he
is the owner of a negotiable holds the goods on the buyer’s
document of title shall be entitled to behalf.
such aid from courts of appropriate
jurisdiction by injunction and
otherwise in attaching such Demand or tender of delivery may be
document or in satisfying the claim treated as ineffectual unless made at
by means thereof as is allowed at law a reasonable hour. What is a
or in equity in regard to property reasonable hour is a question of fact.
which cannot readily be attached or
levied upon by ordinary legal Unless otherwise agreed, the
process. (n) expenses of and incidental to putting
the goods into a deliverable state The provisions of this article are
must be borne by the seller. (n) subject to any usage of trade, special
agreement, or course of dealing
between the parties. (n)
Article 1522. Where the seller
delivers to the buyer a quantity of
goods less than he contracted to sell, Article 1523. Where, in pursuance of
the buyer may reject them, but if the a contract of sale, the seller is
buyer accepts or retains the goods authorized or required to send the
so delivered, knowing that the seller goods to the buyer, delivery of the
is not going to perform the contract in goods to a carrier, whether named by
full, he must pay for them at the the buyer or not, for the purpose of
contract rate. If, however, the buyer transmission to the buyer is deemed
has used or disposed of the goods to be a delivery of the goods to the
delivered before he knows that the buyer, except in the cases provided
seller is not going to perform his for in article 1503, first, second and
contract in full, the buyer shall not be third paragraphs, or unless a contrary
liable for more than the fair value to intent appears.
him of the goods so received.
Unless otherwise authorized by the
Where the seller delivers to the buyer buyer, the seller must make such
a quantity of goods larger than he contract with the carrier on behalf of
contracted to sell, the buyer may the buyer as may be reasonable,
accept the goods included in the having regard to the nature of the
contract and reject the rest. If the goods and the other circumstances
buyer accepts the whole of the goods of the case. If the seller omit so to do,
so delivered he must pay for them at and the goods are lost or damaged in
the contract rate. course of transit, the buyer may
decline to treat the delivery to the
carrier as a delivery to himself, or
Where the seller delivers to the buyer may hold the seller responsible in
the goods he contracted to sell mixed damages.
with goods of a different description
not included in the contract, the
buyer may accept the goods which Unless otherwise agreed, where
are in accordance with the contract goods are sent by the seller to the
and reject the rest. buyer under circumstances in which
the seller knows or ought to know
that it is usual to insure, the seller
In the preceding two paragraphs, if must give such notice to the buyer as
the subject matter is indivisible, the may enable him to insure them
buyer may reject the whole of the during their transit, and, if the seller
goods. fails to do so, the goods shall be
deemed to be at his risk during such (1) A lien on the goods or right to
transit. (n) retain them for the price while he is in
possession of them;
Article 1524. The vendor shall not be
bound to deliver the thing sold, if the (2) In case of the insolvency of the
vendee has not paid him the price, or buyer, a right of stopping the goods
if no period for the payment has been in transitu after he has parted with
fixed in the contract. (1466) the possession of them;

Article 1525. The seller of goods is (3) A right of resale as limited by this
deemed to be an unpaid seller within Title;
the meaning of this Title:
(4) A right to rescind the sale as
(1) When the whole of the price has likewise limited by this Title.
not been paid or tendered;
Where the ownership in the goods
(2) When a bill of exchange or other has not passed to the buyer, the
negotiable instrument has been unpaid seller has, in addition to his
received as conditional payment, and other remedies a right of withholding
the condition on which it was delivery similar to and coextensive
received has been broken by reason with his rights of lien and stoppage in
of the dishonor of the instrument, the transitu where the ownership has
insolvency of the buyer, or otherwise. passed to the buyer. (n)

In articles 1525 to 1535 the term Article 1527. Subject to the

“seller” includes an agent of the seller provisions of this Title, the unpaid
to whom the bill of lading has been seller of goods who is in possession
indorsed, or a consignor or agent of them is entitled to retain
who has himself paid, or is directly possession of them until payment or
responsible for the price, or any other tender of the price in the following
person who is in the position of a cases, namely:
seller. (n)
(1) Where the goods have been sold
Article 1526. Subject to the without any stipulation as to credit;
provisions of this Title,
notwithstanding that the ownership in
the goods may have passed to the (2) Where the goods have been sold
buyer, the unpaid seller of goods, as on credit, but the term of credit has
such, has: expired;
(3) Where the buyer becomes Article 1530. Subject to the
insolvent. provisions of this Title, when the
buyer of goods is or becomes
insolvent, the unpaid seller who has
The seller may exercise his right of parted with the possession of the
lien notwithstanding that he is in goods has the right of stopping them
possession of the goods as agent or in transitu, that is to say, he may
bailee for the buyer. (n) resume possession of the goods at
any time while they are in transit, and
Article 1528. Where an unpaid seller he will then become entitled to the
has made part delivery of the goods, same rights in regard to the goods as
he may exercise his right of lien on he would have had if he had never
the remainder, unless such part parted with the possession. (n)
delivery has been made under such
circumstances as to show an intent Article 1531. Goods are in transit
to waive the lien or right of retention. within the meaning of the preceding
(n) article:

Article 1529. The unpaid seller of (1) From the time when they are
goods loses his lien thereon: delivered to a carrier by land, water,
or air, or other bailee for the purpose
(1) When he delivers the goods to a of transmission to the buyer, until the
carrier or other bailee for the purpose buyer, or his agent in that behalf,
of transmission to the buyer without takes delivery of them from such
reserving the ownership in the goods carrier or other bailee;
or the right to the possession thereof;
(2) If the goods are rejected by the
(2) When the buyer or his agent buyer, and the carrier or other bailee
lawfully obtains possession of the continues in possession of them,
goods; even if the seller has refused to
receive them back.

(3) By waiver thereof.

Goods are no longer in transit within
the meaning of the preceding article:
The unpaid seller of goods, having a
lien thereon, does not lose his lien by
reason only that he has obtained (1) If the buyer, or his agent in that
judgment or decree for the price of behalf, obtains delivery of the goods
the goods. (n) before their arrival at the appointed
destination;
(2) If, after the arrival of the goods at other bailee in whose possession the
the appointed destination, the carrier goods are. Such notice may be given
or other bailee acknowledges to the either to the person in actual
buyer or his agent that he holds the possession of the goods or to his
goods on his behalf and continues in principal. In the latter case the notice,
possession of them as bailee for the to be effectual, must be given at such
buyer or his agent; and it is time and under such circumstances
immaterial that further destination for that the principal, by the exercise of
the goods may have been indicated reasonable diligence, may prevent a
by the buyer; delivery to the buyer.

(3) If the carrier or other bailee When notice of stoppage in transitu

wrongfully refuses to deliver the is given by the seller to the carrier, or
goods to the buyer or his agent in other bailee in possession of the
that behalf. goods, he must redeliver the goods
to, or according to the directions of,
the seller. The expenses of such
If the goods are delivered to a ship, delivery must be borne by the seller.
freight train, truck, or airplane If, however, a negotiable document
chartered by the buyer, it is a of title representing the goods has
question depending on the been issued by the carrier or other
circumstances of the particular case, bailee, he shall not be obliged to
whether they are in the possession of deliver or justified in delivering the
the carrier as such or as agent of the goods to the seller unless such
buyer. document is first surrendered for
cancellation. (n)
If part delivery of the goods has been
made to the buyer, or his agent in Article 1533. Where the goods are of
that behalf, the remainder of the perishable nature, or where the seller
goods may be stopped in transitu, expressly reserves the right of resale
unless such part delivery has been in case the buyer should make
under such circumstances as to default, or where the buyer has been
show an agreement with the buyer to in default in the payment of the price
give up possession of the whole of for an unreasonable time, an unpaid
the goods. (n) seller having a right of lien or having
stopped the goods in transitu may
Article 1532. The unpaid seller may resell the goods. He shall not
exercise his right of stoppage in thereafter be liable to the original
transitu either by obtaining actual buyer upon the contract of sale or for
possession of the goods or by giving any profit made by such resale, but
notice of his claim to the carrier or may recover from the buyer damages
for any loss occasioned by the expressly reserved the right to do so
breach of the contract of sale. in case the buyer should make
default, or where the buyer has been
in default in the payment of the price
Where a resale is made, as for an unreasonable time. The seller
authorized in this article, the buyer shall not thereafter be liable to the
acquires a good title as against the buyer upon the contract of sale, but
original buyer. may recover from the buyer damages
for any loss occasioned by the
It is not essential to the validity of breach of the contract.
resale that notice of an intention to
resell the goods be given by the The transfer of title shall not be held
seller to the original buyer. But where to have been rescinded by an unpaid
the right to resell is not based on the seller until he has manifested by
perishable nature of the goods or notice to the buyer or by some other
upon an express provision of the overt act an intention to rescind. It is
contract of sale, the giving or failure not necessary that such overt act
to give such notice shall be relevant should be communicated to the
in any issue involving the question buyer, but the giving or failure to give
whether the buyer had been in notice to the buyer of the intention to
default for an unreasonable time rescind shall be relevant in any issue
before the resale was made. involving the question whether the
buyer had been in default for an
It is not essential to the validity of a unreasonable time before the right of
resale that notice of the time and rescission was asserted. (n)
place of such resale should be given
by the seller to the original buyer. Article 1535. Subject to the
provisions of this Title, the unpaid
The seller is bound to exercise seller’s right of lien or stoppage in
reasonable care and judgment in transitu is not affected by any sale, or
making a resale, and subject to this other disposition of the goods which
requirement may make a resale the buyer may have made, unless
either by public or private sale. He the seller has assented thereto.
cannot, however, directly or indirectly
buy the goods. (n) If, however, a negotiable document
of title has been issued for goods, no
Article 1534. An unpaid seller having seller’s lien or right of stoppage in
the right of lien or having stopped the transitu shall defeat the right of any
goods in transitu, may rescind the purchaser for value in good faith to
transfer of title and resume the whom such document has been
ownership in the goods, where he negotiated, whether such negotiation
be prior or subsequent to the be obliged to deliver to the vendee, if
notification to the carrier, or other the latter should demand it, all that
bailee who issued such document, of may have been stated in the
the seller’s claim to a lien or right of contract; but, should this be not
stoppage in transitu. (n) possible, the vendee may choose
between a proportional reduction of
the price and the rescission of the
Article 1536. The vendor is not bound contract, provided that, in the latter
to deliver the thing sold in case the case, the lack in the area be not less
vendee should lose the right to make than one-tenth of that stated.
use of the terms as provided in article
1198. (1467a)
The same shall be done, even when
the area is the same, if any part of
Article 1537. The vendor is bound to the immovable is not of the quality
deliver the thing sold and its specified in the contract.
accessions and accessories in the
condition in which they were upon
the perfection of the contract. The rescission, in this case, shall
only take place at the will of the
vendee, when the inferior value of
All the fruits shall pertain to the the thing sold exceeds one- tenth of
vendee from the day on which the the price agreed upon.
contract was perfected. (1468a)

Nevertheless, if the vendee would

Article 1538. In case of loss, not have bought the immovable had
deterioration or improvement of the he known of its smaller area of
thing before its delivery, the rules in inferior quality, he may rescind the
article 1189 shall be observed, the sale. (1469a)
vendor being considered the debtor.
(n)
Article 1540. If, in the case of the
preceding article, there is a greater
Article 1539. The obligation to deliver area or number in the immovable
the thing sold includes that of placing than that stated in the contract, the
in the control of the vendee all that is vendee may accept the area included
mentioned in the contract, in in the contract and reject the rest. If
conformity with the following rules: he accepts the whole area, he must
pay for the same at the contract rate.
If the sale of real estate should be (1470a)
made with a statement of its area, at
the rate of a certain price for a unit of
measure or number, the vendor shall
Article 1541. The provisions of the the ownership shall be transferred to
two preceding articles shall apply to the person who may have first taken
judicial sales. (n) possession thereof in good faith, if it
should be movable property.
Article 1542. In the sale of real
estate, made for a lump sum and not Should it be immovable property, the
at the rate of a certain sum for a unit ownership shall belong to the person
of measure or number, there shall be acquiring it who in good faith first
no increase or decrease of the price, recorded it in the Registry of
although there be a greater or less Property.
area or number than that stated in
the contract.
Should there be no inscription, the
ownership shall pertain to the person
The same rule shall be applied when who in good faith was first in the
two or more immovables as sold for a possession; and, in the absence
single price; but if, besides thereof, to the person who presents
mentioning the boundaries, which is the oldest title, provided there is good
indispensable in every conveyance of faith. (1473)
real estate, its area or number should
be designated in the contract, the
vendor shall be bound to deliver all SECTION 3
that is included within said
boundaries, even when it exceeds Conditions and Warranties
the area or number specified in the
contract; and, should he not be able
to do so, he shall suffer a reduction in Article 1545. Where the obligation of
the price, in proportion to what is either party to a contract of sale is
lacking in the area or number, unless subject to any condition which is not
the contract is rescinded because the performed, such party may refuse to
vendee does not accede to the proceed with the contract or he may
failure to deliver what has been waive performance of the condition. If
stipulated. (1471) the other party has promised that the
condition should happen or be
performed, such first mentioned party
Article 1543. The actions arising from may also treat the nonperformance of
articles 1539 and 1542 shall the condition as a breach of
prescribe in six months, counted from warranty.
the day of delivery. (1472a)

Where the ownership in the thing has

Article 1544. If the same thing should not passed, the buyer may treat the
have been sold to different vendees, fulfillment by the seller of his
obligation to deliver the same as encumbrance not declared or known
described and as warranted to the buyer.
expressly or by implication in the
contract of sale as a condition of the
obligation of the buyer to perform his This article shall not, however, be
promise to accept and pay for the held to render liable a sheriff,
thing. (n) auctioneer, mortgagee, pledgee, or
other person professing to sell by
virtue of authority in fact or law, for
Article 1546. Any affirmation of fact the sale of a thing in which a third
or any promise by the seller relating person has a legal or equitable
to the thing is an express warranty if interest. (n)
the natural tendency of such
affirmation or promise is to induce
the buyer to purchase the same, and SUBSECTION 1. Warranty in Case
if the buyer purchases the thing of Eviction
relying thereon. No affirmation of the
value of the thing, nor any statement Article 1548. Eviction shall take place
purporting to be a statement of the whenever by a final judgment based
seller’s opinion only, shall be on a right prior to the sale or an act
construed as a warranty, unless the imputable to the vendor, the vendee
seller made such affirmation or is deprived of the whole or of a part
statement as an expert and it was of the thing purchased.
relied upon by the buyer. (n)

The vendor shall answer for the

Article 1547. In a contract of sale, eviction even though nothing has
unless a contrary intention appears, been said in the contract on the
there is: subject.

(1) An implied warranty on the part of The contracting parties, however,

the seller that he has a right to sell may increase, diminish, or suppress
the thing at the time when the this legal obligation of the vendor.
ownership is to pass, and that the (1475a)
buyer shall from that time have and
enjoy the legal and peaceful
possession of the thing; Article 1549. The vendee need not
appeal from the decision in order that
the vendor may become liable for
(2) An implied warranty that the thing eviction. (n)
shall be free from any hidden faults
or defects, or any charge or
Article 1550. When adverse
possession had been commenced
before the sale but the prescriptive (1) The return of the value which the
period is completed after the transfer, thing sold had at the time of the
the vendor shall not be liable for eviction, be it greater or less than the
eviction. (n) price of the sale;

Article 1551. If the property is sold for (2) The income or fruits, if he has
nonpayment of taxes due and not been ordered to deliver them to the
made known to the vendee before party who won the suit against him;
the sale, the vendor is liable for
eviction. (n)
(3) The costs of the suit which
caused the eviction, and, in a proper
Article 1552. The judgment debtor is case, those of the suit brought
also responsible for eviction in against the vendor for the warranty;
judicial sales, unless it is otherwise
decreed in the judgment. (n)
(4) The expenses of the contract, if
the vendee has paid them;
Article 1553. Any stipulation
exempting the vendor from the
obligation to answer for eviction shall (5) The damages and interests, and
be void, if he acted in bad faith. ornamental expenses, if the sale was
(1476) made in bad faith. (1478)

Article 1554. If the vendee has Article 1556. Should the vendee lose,
renounced the right to warranty in by reason of the eviction, a part of
case of eviction, and eviction should the thing sold of such importance, in
take place, the vendor shall only pay relation to the whole, that he would
the value which the thing sold had at not have bought it without said part,
the time of the eviction. Should the he may demand the rescission of the
vendee have made the waiver with contract; but with the obligation to
knowledge of the risks of eviction and return the thing without other
assumed its consequences, the encumbrances that those which it
vendor shall not be liable. (1477) had when he acquired it.

Article 1555. When the warranty has He may exercise this right of action,
been agreed upon or nothing has instead of enforcing the vendor’s
been stipulated on this point, in case liability for eviction.
eviction occurs, the vendee shall
have the right to demand of the The same rule shall be observed
vendor: when two or more things have been
jointly sold for a lump sum, or for a
separate price for each of them, if it Within one year, to be computed
should clearly appear that the from the execution of the deed, the
vendee would not have purchased vendee may bring the action for
one without the other. (1479a) rescission, or sue for damages.

Article 1557. The warranty cannot be One year having elapsed, he may
enforced until a final judgment has only bring an action for damages
been rendered, whereby the vendee within an equal period, to be counted
loses the thing acquired or a part from the date on which he discovered
thereof. (1480) the burden or servitude. (1483a)

Article 1558. The vendor shall not be SUBSECTION 2. Warranty Against

obliged to make good the proper Hidden Defects of or
warranty, unless he is summoned in Encumbrances Upon the Thing
the suit for eviction at the instance of Sold
the vendee. (1481a)
Article 1561. The vendor shall be
Article 1559. The defendant vendee responsible for warranty against the
shall ask, within the time fixed in the hidden defects which the thing sold
Rules of Court for answering the may have, should they render it unfit
complaint, that the vendor be made a for the use for which it is intended, or
co-defendant. (1482a) should they diminish its fitness for
such use to such an extent that, had
the vendee been aware thereof, he
Article 1560. If the immovable sold would not have acquired it or would
should be encumbered with any non- have given a lower price for it; but
apparent burden or servitude, not said vendor shall not be answerable
mentioned in the agreement, of such for patent defects or those which may
a nature that it must be presumed be visible, or for those which are not
that the vendee would not have visible if the vendee is an expert who,
acquired it had he been aware by reason of his trade or profession,
thereof, he may ask for the rescission should have known them. (1484a)
of the contract, unless he should
prefer the appropriate indemnity.
Neither right can be exercised if the Article 1562. In a sale of goods, there
non-apparent burden or servitude is is an implied warranty or condition as
recorded in the Registry of Property, to the quality or fitness of the goods,
unless there is an express warranty as follows:
that the thing is free from all burdens
and encumbrances.
(1) Where the buyer, expressly or by
implication, makes known to the
seller the particular purpose for which Article 1566. The vendor is
the goods are acquired, and it responsible to the vendee for any
appears that the buyer relies on the hidden faults or defects in the thing
seller’s skill or judgment (whether he sold, even though he was not aware
be the grower or manufacturer or thereof.
not), there is an implied warranty that
the goods shall be reasonably fit for
such purpose; This provision shall not apply if the
contrary has been stipulated, and the
vendor was not aware of the hidden
(2) Where the goods are brought by faults or defects in the thing sold.
description from a seller who deals in (1485)
goods of that description (whether he
be the grower or manufacturer or
not), there is an implied warranty that Article 1567. In the cases of articles
the goods shall be of merchantable 1561, 1562, 1564, 1565 and 1566,
quality. (n) the vendee may elect between
withdrawing from the contract and
demanding a proportionate reduction
Article 1563. In the case of contract of the price, with damages in either
of sale of a specified article under its case. (1486a)
patent or other trade name, there is
no warranty as to its fitness for any
particular purpose, unless there is a Article 1568. If the thing sold should
stipulation to the contrary. (n) be lost in consequence of the hidden
faults, and the vendor was aware of
them, he shall bear the loss, and
Article 1564. An implied warranty or shall be obliged to return the price
condition as to the quality or fitness and refund the expenses of the
for a particular purpose may be contract, with damages. If he was not
annexed by the usage of trade. (n) aware of them, he shall only return
the price and interest thereon, and
reimburse the expenses of the
Article 1565. In the case of a contract contract which the vendee might
of sale by sample, if the seller is a have paid. (1487a)
dealer in goods of that kind, there is
an implied warranty that the goods
shall be free from any defect Article 1569. If the thing sold had any
rendering them unmerchantable hidden fault at the time of the sale,
which would not be apparent on and should thereafter be lost by a
reasonable examination of the fortuitous event or through the fault of
sample. (n) the vendee, the latter may demand of
the vendor the price which he paid,
less the value which the thing had be applicable to the sale of other
when it was lost. things. (1492)

If the vendor acted in bad faith, he Article 1574. There is no warranty

shall pay damages to the vendee. against hidden defects of animals
(1488a) sold at fairs or at public auctions, or
of live stock sold as condemned.
(1493a)
Article 1570. The preceding articles
of this Subsection shall be applicable
to judicial sales, except that the Article 1575. The sale of animals
judgment debtor shall not be liable suffering from contagious diseases
for damages. (1489a) shall be void.

Article 1571. Actions arising from the A contract of sale of animals shall
provisions of the preceding ten also be void if the use or service for
articles shall be barred after six which they are acquired has been
months, from the delivery of the thing stated in the contract, and they are
sold. (1490) found to be unfit therefor. (1494a)

Article 1572. If two or more animals Article 1576. If the hidden defect of
are sold together, whether for a lump animals, even in case a professional
sum or for a separate price for each inspection has been made, should be
of them, the redhibitory defect of one of such a nature that expert
shall only give rise to its redhibition, knowledge is not sufficient to
and not that of the others; unless it discover it, the defect shall be
should appear that the vendee would considered as redhibitory.
not have purchased the sound
animal or animals without the
defective one. But if the veterinarian, through
ignorance or bad faith should fail to
discover or disclose it, he shall be
The latter case shall be presumed liable for damages. (1495)
when a team, yoke pair, or set is
bought, even if a separate price has
been fixed for each one of the Article 1577. The redhibitory action,
animals composing the same. (1491) based on the faults or defects of
animals, must be brought within forty
days from the date of their delivery to
Article 1573. The provisions of the the vendee.
preceding article with respect to the
sale of animals shall in like manner
This action can only be exercised of the thing sold at the time and place
with respect to faults and defects stipulated in the contract.
which are determined by law or by
local customs. (1496a)
If the time and place should not have
been stipulated, the payment must
Article 1578. If the animal should die be made at the time and place of the
within three days after its purchase, delivery of the thing sold. (1500a)
the vendor shall be liable if the
disease which cause the death
existed at the time of the contract. Article 1583. Unless otherwise
(1497a) agreed, the buyer of goods is not
bound to accept delivery thereof by
installments.
Article 1579. If the sale be rescinded,
the animal shall be returned in the
condition in which it was sold and Where there is a contract of sale of
delivered, the vendee being goods to be delivered by stated
answerable for any injury due to his instalments, which are to be
negligence, and not arising from the separately paid for, and the seller
redhibitory fault or defect. (1498) makes defective deliveries in respect
of one or more instalments, or the
buyer neglects or refuses without just
Article 1580. In the sale of animals cause to take delivery of or pay for
with redhibitory defects, the vendee one or more instalments, it depends
shall also enjoy the right mentioned in each case on the terms of the
in article 1567; but he must make use contract and the circumstances of the
thereof within the same period which case, whether the breach of contract
has been fixed for the exercise of the is so material as to justify the injured
redhibitory action. (1499) party in refusing to proceed further
and suing for damages for breach of
the entire contract, or whether the
Article 1581. The form of sale of breach is severable, giving rise to a
large cattle shall be governed by claim for compensation but not to a
special laws. (n) right to treat the whole contract as
broken. (n)
CHAPTER 5
Article 1584. Where goods are
Obligations of the Vendee delivered to the buyer, which he has
not previously examined, he is not
deemed to have accepted them
Article 1582. The vendee is bound to unless and until he has had a
accept delivery and to pay the price reasonable opportunity of examining
them for the purpose of ascertaining Article 1586. In the absence of
whether they are in conformity with express or implied agreement of the
the contract if there is no stipulation parties, acceptance of the goods by
to the contrary. the buyer shall not discharge the
seller from liability in damages or
other legal remedy for breach of any
Unless otherwise agreed, when the promise or warranty in the contract of
seller tenders delivery of goods to the sale. But, if, after acceptance of the
buyer, he is bound, on request, to goods, the buyer fails to give notice
afford the buyer a reasonable to the seller of the breach in any
opportunity of examining the goods promise of warranty within a
for the purpose of ascertaining reasonable time after the buyer
whether they are in conformity with knows, or ought to know of such
the contract. breach, the seller shall not be liable
therefor. (n)
Where goods are delivered to a
carrier by the seller, in accordance Article 1587. Unless otherwise
with an order from or agreement with agreed, where goods are delivered to
the buyer, upon the terms that the the buyer, and he refuses to accept
goods shall not be delivered by the them, having the right so to do, he is
carrier to the buyer until he has paid not bound to return them to the
the price, whether such terms are seller, but it is sufficient if he notifies
indicated by marking the goods with the seller that he refuses to accept
the words “collect on delivery,” or them. If he voluntarily constitutes
otherwise, the buyer is not entitled to himself a depositary thereof, he shall
examine the goods before the be liable as such. (n)
payment of the price, in the absence
of agreement or usage of trade
permitting such examination. (n) Article 1588. If there is no stipulation
as specified in the first paragraph of
article 1523, when the buyer’s refusal
Article 1585. The buyer is deemed to to accept the goods is without just
have accepted the goods when he cause, the title thereto passes to him
intimates to the seller that he has from the moment they are placed at
accepted them, or when the goods his disposal. (n)
have been delivered to him, and he
does any act in relation to them
which is inconsistent with the Article 1589. The vendee shall owe
ownership of the seller, or when, interest for the period between the
after the lapse of a reasonable time, delivery of the thing and the payment
he retains the goods without of the price, in the following three
intimating to the seller that he has cases:
rejected them. (n)
(1) Should it have been so stipulated; Article 1592. In the sale of
immovable property, even though it
may have been stipulated that upon
(2) Should the thing sold and failure to pay the price at the time
delivered produce fruits or income; agreed upon the rescission of the
contract shall of right take place, the
(3) Should he be in default, from the vendee may pay, even after the
time of judicial or extrajudicial expiration of the period, as long as
demand for the payment of the price. no demand for rescission of the
(1501a) contract has been made upon him
either judicially or by a notarial act.
After the demand, the court may not
Article 1590. Should the vendee be grant him a new term. (1504a)
disturbed in the possession or
ownership of the thing acquired, or
should he have reasonable grounds Article 1593. With respect to movable
to fear such disturbance, by a property, the rescission of the sale
vindicatory action or a foreclosure of shall of right take place in the interest
mortgage, he may suspend the of the vendor, if the vendee, upon the
payment of the price until the vendor expiration of the period fixed for the
has caused the disturbance or delivery of the thing, should not have
danger to cease, unless the latter appeared to receive it, or, having
gives security for the return of the appeared, he should not have
price in a proper case, or it has been tendered the price at the same time,
stipulated that, notwithstanding any unless a longer period has been
such contingency, the vendee shall stipulated for its payment. (1505)
be bound to make the payment. A
mere act of trespass shall not CHAPTER 6
authorize the suspension of the
payment of the price. (1502a)
Actions for Breach of Contract of
Sale of Goods
Article 1591. Should the vendor have
reasonable grounds to fear the loss
of immovable property sold and its Article 1594. Actions for breach of
price, he may immediately sue for the the contract of sale of goods shall be
rescission of the sale. governed particularly by the
provisions of this Chapter, and as to
matters not specifically provided for
Should such ground not exist, the herein, by other applicable provisions
provisions of article 1191 shall be of this Title. (n)
observed. (1503)
Article 1595. Where, under a contract seller may maintain an action against
of sale, the ownership of the goods him for damages for nonacceptance.
has passed to the buyer and he
wrongfully neglects or refuses to pay
for the goods according to the terms The measure of damages is the
of the contract of sale, the seller may estimated loss directly and naturally
maintain an action against him for the resulting in the ordinary course of
price of the goods. events from the buyer’s breach of
contract.

Where, under a contract of sale, the

price is payable on a certain day, Where there is an available market
irrespective of delivery or of transfer for the goods in question, the
of title and the buyer wrongfully measure of damages is, in the
neglects or refuses to pay such price, absence of special circumstances
the seller may maintain an action for showing proximate damage of a
the price although the ownership in different amount, the difference
the goods has not passed. But it shall between the contract price and the
be a defense to such an action that market or current price at the time or
the seller at any time before the times when the goods ought to have
judgment in such action has been accepted, or, if no time was
manifested an inability to perform the fixed for acceptance, then at the time
contract of sale on his part or an of the refusal to accept.
intention not to perform it.
If, while labor or expense of material
Although the ownership in the goods amount is necessary on the part of
has not passed, if they cannot readily the seller to enable him to fulfill his
be resold for a reasonable price, and obligations under the contract of sale,
if the provisions of article 1596, fourth the buyer repudiates the contract or
paragraph, are not applicable, the notifies the seller to proceed no
seller may offer to deliver the goods further therewith, the buyer shall be
to the buyer, and, if the buyer refuses liable to the seller for labor performed
to receive them, may notify the buyer or expenses made before receiving
that the goods are thereafter held by notice of the buyer’s repudiation or
the seller as bailee for the buyer. countermand. The profit the seller
Thereafter the seller may treat the would have made if the contract or
goods as the buyer’s and may the sale had been fully performed
maintain an action for the price. (n) shall be considered in awarding the
damages. (n)

Article 1596. Where the buyer

wrongfully neglects or refuses to Article 1597. Where the goods have
accept and pay for the goods, the not been delivered to the buyer, and
the buyer has repudiated the contract (4) Rescind the contract of sale and
of sale, or has manifested his inability refuse to receive the goods or if the
to perform his obligations thereunder, goods have already been received,
or has committed a breach thereof, return them or offer to return them to
the seller may totally rescind the the seller and recover the price or
contract of sale by giving notice of his any part thereof which has been
election so to do to the buyer. (n) paid.

Article 1598. Where the seller has When the buyer has claimed and
broken a contract to deliver specific been granted a remedy in anyone of
or ascertained goods, a court may, these ways, no other remedy can
on the application of the buyer, direct thereafter be granted, without
that the contract shall be performed prejudice to the provisions of the
specifically, without giving the seller second paragraph of article 1191.
the option of retaining the goods on
payment of damages. The judgment
or decree may be unconditional, or Where the goods have been
upon such terms and conditions as to delivered to the buyer, he cannot
damages, payment of the price and rescind the sale if he knew of the
otherwise, as the court may deem breach of warranty when he
just. (n) accepted the goods without protest,
or if he fails to notify the seller within
a reasonable time of the election to
Article 1599. Where there is a breach rescind, or if he fails to return or to
of warranty by the seller, the buyer offer to return the goods to the seller
may, at his election: in substantially as good condition as
they were in at the time the
ownership was transferred to the
(1) Accept or keep the goods and set buyer. But if deterioration or injury of
up against the seller, the breach of the goods is due to the breach or
warranty by way of recoupment in warranty, such deterioration or injury
diminution or extinction of the price; shall not prevent the buyer from
returning or offering to return the
(2) Accept or keep the goods and goods to the seller and rescinding the
maintain an action against the seller sale.
for damages for the breach of
warranty; Where the buyer is entitled to rescind
the sale and elects to do so, he shall
(3) Refuse to accept the goods, and cease to be liable for the price upon
maintain an action against the seller returning or offering to return the
for damages for the breach of goods. If the price or any part thereof
warranty; has already been paid, the seller
shall be liable to repay so much SECTION 1
thereof as has been paid,
concurrently with the return of the
goods, or immediately after an offer Conventional Redemption
to return the goods in exchange for
repayment of the price. Article 1601. Conventional
redemption shall take place when the
Where the buyer is entitled to rescind vendor reserves the right to
the sale and elects to do so, if the repurchase the thing sold, with the
seller refuses to accept an offer of obligation to comply with the
the buyer to return the goods, the provisions of article 1616 and other
buyer shall thereafter be deemed to stipulations which may have been
hold the goods as bailee for the agreed upon. (1507) ARTICLE 1602.
seller, but subject to a lien to secure The contract shall be presumed to be
the payment of any portion of the an equitable mortgage, in any of the
price which has been paid, and with following cases:
the remedies for the enforcement of
such lien allowed to an unpaid seller (1) When the price of a sale with right
by article 1526. to repurchase is unusually
inadequate;
(5) In the case of breach of warranty
of quality, such loss, in the absence (2) When the vendor remains in
of special circumstances showing possession as lessee or otherwise;
proximate damage of a greater
amount, is the difference between
the value of the goods at the time of (3) When upon or after the expiration
delivery to the buyer and the value of the right to repurchase another
they would have had if they had instrument extending the period of
answered to the warranty. (n) redemption or granting a new period
is executed;

CHAPTER 7
(4) When the purchaser retains for
himself a part of the purchase price;
Extinguishment of Sale

(5) When the vendor binds himself to

Article 1600. Sales are extinguished pay the taxes on the thing sold;
by the same causes as all other
obligations, by those stated in the
preceding articles of this Title, and by (6) In any other case where it may be
conventional or legal redemption. fairly inferred that the real intention of
(1506) the parties is that the transaction
shall secure the payment of a debt or was a true sale with right to
the performance of any other repurchase. (1508a)
obligation.
Article 1607. In case of real property,
In any of the foregoing cases, any the consolidation of ownership in the
money, fruits, or other benefit to be vendee by virtue of the failure of the
received by the vendee as rent or vendor to comply with the provisions
otherwise shall be considered as of article 1616 shall not be recorded
interest which shall be subject to the in the Registry of Property without a
usury laws. (n) judicial order, after the vendor has
been duly heard. (n)
Article 1603. In case of doubt, a
contract purporting to be a sale with Article 1608. The vendor may bring
right to repurchase shall be his action against every possessor
construed as an equitable mortgage. whose right is derived from the
(n) vendee, even if in the second
contract no mention should have
been made of the right to
Article 1604. The provisions of article repurchase, without prejudice to the
1602 shall also apply to a contract provisions of the Mortgage Law and
purporting to be an absolute sale. (n) the Land Registration Law with
respect to third persons. (1510)
Article 1605. In the cases referred to
in articles 1602 and 1604, the Article 1609. The vendee is
apparent vendor may ask for the subrogated to the vendor’s rights and
reformation of the instrument. (n) actions. (1511)

Article 1606. The right referred to in Article 1610. The creditors of the
article 1601, in the absence of an vendor cannot make use of the right
express agreement, shall last four of redemption against the vendee,
years from the date of the contract. until after they have exhausted the
property of the vendor. (1512)
Should there be an agreement, the
period cannot exceed ten years. Article 1611. In a sale with a right to
repurchase, the vendee of a part of
However, the vendor may still an undivided immovable who
exercise the right to repurchase acquires the whole thereof in the
within thirty days from the time final case of article 498, may compel the
judgment was rendered in a civil vendor to redeem the whole property,
action on the basis that the contract
if the latter wishes to make use of the own share, whether the thing be
right of redemption. (1513) undivided, or it has been partitioned
among them.
Article 1612. If several persons,
jointly and in the same contract, But if the inheritance has been
should sell an undivided immovable divided, and the thing sold has been
with a right of repurchase, none of awarded to one of the heirs, the
them may exercise this right for more action for redemption may be
than his respective share. instituted against him for the whole.
(1517)
The same rule shall apply if the
person who sold an immovable alone Article 1616. The vendor cannot avail
has left several heirs, in which case himself of the right of repurchase
each of the latter may only redeem without returning to the vendee the
the part which he may have acquired. price of the sale, and in addition:
(1514)
(1) The expenses of the contract, and
Article 1613. In the case of the any other legitimate payments made
preceding article, the vendee may by reason of the sale;
demand of all the vendors or co-heirs
that they come to an agreement upon
the repurchase of the whole thing (2) The necessary and useful
sold; and should they fail to do so, expenses made on the thing sold.
the vendee cannot be compelled to (1518)
consent to a partial redemption.
(1515) Article 1617. If at the time of the
execution of the sale there should be
Article 1614. Each one of the co- on the land, visible or growing fruits,
owners of an undivided immovable there shall be no reimbursement for
who may have sold his share or prorating of those existing at the
separately, may independently time of redemption, if no indemnity
exercise the right of repurchase as was paid by the purchaser when the
regards his own share, and the sale was executed.
vendee cannot compel him to
redeem the whole property. (1516) Should there have been no fruits at
the time of the sale and some exist at
Article 1615. If the vendee should the time of redemption, they shall be
leave several heirs, the action for prorated between the redemptioner
redemption cannot be brought and the vendee, giving the latter the
against each of them except for his part corresponding to the time he
possessed the land in the last year, the share they may respectively have
counted from the anniversary of the in the thing owned in common.
date of the sale. (1519a) (1522a)

Article 1618. The vendor who Article 1621. The owners of adjoining
recovers the thing sold shall receive lands shall also have the right of
it free from all charges or mortgages redemption when a piece of rural
constituted by the vendee, but he land, the area of which does not
shall respect the leases which the exceed one hectare, is alienated,
latter may have executed in good unless the grantee does not own any
faith, and in accordance with the rural land.
custom of the place where the land is
situated. (1520)
This right is not applicable to
adjacent lands which are separated
SECTION 2 by brooks, drains, ravines, roads and
other apparent servitudes for the
benefit of other estates.
Legal Redemption

If two or more adjoining owners

Article 1619. Legal redemption is the desire to exercise the right of
right to be subrogated, upon the redemption at the same time, the
same terms and conditions stipulated owner of the adjoining land of smaller
in the contract, in the place of one area shall be preferred; and should
who acquires a thing by purchase or both lands have the same area, the
dation in payment, or by any other one who first requested the
transaction whereby ownership is redemption. (1523a) ARTICLE 1622.
transmitted by onerous title. (1521a) Whenever a piece of urban land
which is so small and so situated that
Article 1620. A co-owner of a thing a major portion thereof cannot be
may exercise the right of redemption used for any practical purpose within
in case the shares of all the other co- a reasonable time, having been
owners or of any of them, are sold to bought merely for speculation, is
a third person. If the price of the about to be re-sold, the owner of any
alienation is grossly excessive, the adjoining land has a right of pre-
redemptioner shall pay only a emption at a reasonable price.
reasonable one.
If the re-sale has been perfected, the
Should two or more co-owners desire owner of the adjoining land shall
to exercise the right of redemption, have a right of redemption, also at a
they may only do so in proportion to reasonable price.
When two or more owners of recorded in the Registry of Property
adjoining lands wish to exercise the in case the assignment involves real
right of pre-emption or redemption, property. (1526)
the owner whose intended use of the
land in question appears best
justified shall be preferred. (n) Article 1626. The debtor who, before
having knowledge of the assignment,
pays his creditor shall be released
Article 1623. The right of legal pre- from the obligation. (1527)
emption or redemption shall not be
exercised except within thirty days
from the notice in writing by the Article 1627. The assignment of a
prospective vendor, or by the vendor, credit includes all the accessory
as the case may be. The deed of rights, such as a guaranty, mortgage,
sale shall not be recorded in the pledge or preference. (1528)
Registry of Property, unless
accompanied by an affidavit of the Article 1628. The vendor in good faith
vendor that he has given written shall be responsible for the existence
notice thereof to all possible and legality of the credit at the time of
redemptioners. the sale, unless it should have been
sold as doubtful; but not for the
The right of redemption of co-owners solvency of the debtor, unless it has
excludes that of adjoining owners. been so expressly stipulated or
(1524a) unless the insolvency was prior to the
sale and of common knowledge.

CHAPTER 8
Even in these cases he shall only be
liable for the price received and for
Assignment of Credits and Other the expenses specified in No. 1 of
Incorporeal Rights article 1616. The vendor in bad faith
shall always be answerable for the
payment of all expenses, and for
Article 1624. An assignment of damages. (1529)
creditors and other incorporeal rights
shall be perfected in accordance with
the provisions of article 1475. (n) Article 1629. In case the assignor in
good faith should have made himself
responsible for the solvency of the
Article 1625. An assignment of a debtor, and the contracting parties
credit, right or action shall produce should not have agreed upon the
no effect as against third persons, duration of the liability, it shall last for
unless it appears in a public one year only, from the time of the
instrument, or the instrument is
assignment if the period had already other incorporeal right in litigation is
expired. sold, the debtor shall have a right to
extinguish it by reimbursing the
assignee for the price the latter paid
If the credit should be payable within therefor, the judicial costs incurred by
a term or period which has not yet him, and the interest on the price
expired, the liability shall cease one from the day on which the same was
year after the maturity. (1530a) paid.

Article 1630. One who sells an A credit or other incorporeal right

inheritance without enumerating the shall be considered in litigation from
things of which it is composed, shall the time the complaint concerning the
only be answerable for his character same is answered. The debtor may
as an heir. (1531) exercise his right within thirty days
from the date the assignee demands
Article 1631. One who sells for a payment from him. (1535)
lump sum the whole of certain rights,
rents, or products, shall comply by Article 1635. From the provisions of
answering for the legitimacy of the the preceding article shall be
whole in general; but he shall not be excepted the assignments or sales
obliged to warrant each of the made:
various parts of which it may be
composed, except in the case of
eviction from the whole or the part of (1) To a co-heir or co-owner of the
greater value. (1532a) right assigned;

Article 1632. Should the vendor have (2) To a creditor in payment of his
profited by some of the fruits or credit;
received anything from the
inheritance sold, he shall pay the
vendee thereof, if the contrary has (3) To the possessor of a tenement
not been stipulated. (1533) or piece of land which is subject to
the right in litigation assigned. (1536)

Article 1633. The vendee shall, on

his part, reimburse the vendor for all CHAPTER 9
that the latter may have paid for the
debts of and charges on the estate General Provisions
and satisfy the credits he may have
against the same, unless there is an
agreement to the contrary. (1534) Article 1636. In the preceding articles
ARTICLE 1634. When a credit or in this Title governing the sale of
goods, unless the context or subject (2) A person is insolvent within the
matter otherwise requires: meaning of this Title who either has
ceased to pay his debts in the
ordinary course of business or
(1) “Document of title to goods” cannot pay his debts as they become
includes any bill of lading, dock due, whether insolvency proceedings
warrant, “quedan,” or warehouse have been commenced or not.
receipt or order for the delivery of
goods, or any other document used
in the ordinary course of business in (3) Goods are in a “deliverable state”
the sale or transfer of goods, as proof within the meaning of this Title when
of the possession or control of the they are in such a state that the
goods, or authorizing or purporting to buyer would, under the contract, be
authorize the possessor of the bound to take delivery of them. (n)
document to transfer or receive,
either by indorsement or by delivery,
goods represented by such Article 1637. The provisions of this
document. Title are subject to the rules laid
down by the Mortgage Law and the
Land Registration Law with regard to
“Goods” includes all chattels immovable property. (1537a)
personal but not things in action or
money of legal tender in the
Philippines. The term includes
growing fruits or crops.

“Order” relating to documents of title

means an order by indorsement on
the documents. “Quality of goods”
includes their state or condition.

“Specific goods” means goods

identified and agreed upon at the
time a contract of sale is made.

An antecedent or pre-existing claim,

whether for money or not, constitutes
“value” where goods or documents of
title are taken either in satisfaction
thereof or as security therefor.