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Sales Law (Lecture 2-3)

The document outlines the obligations of the seller in a sales transaction, including transferring ownership and guaranteeing no defects. It explains the concept of delivery, types of delivery, and the implications of quantity issues and loss of items. Additionally, it details the rights of an unpaid seller and the rules regarding double sales for movable and immovable property.

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5 views3 pages

Sales Law (Lecture 2-3)

The document outlines the obligations of the seller in a sales transaction, including transferring ownership and guaranteeing no defects. It explains the concept of delivery, types of delivery, and the implications of quantity issues and loss of items. Additionally, it details the rights of an unpaid seller and the rules regarding double sales for movable and immovable property.

Uploaded by

josephandrew.tungcab
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
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SALES

Obligations of the Seller (Vendor)

1. Transfer ownership – Give the buyer the item and its extras.

2. Take care of the item before giving it to the buyer.

3. Guarantee:

o No one else can claim it (eviction).

o No hidden defects.

4. Pay registration costs, unless agreed otherwise.

DELIVERY

What is Delivery?

• When the seller gives the item to the buyer – this is when ownership usually transfers.

When delivery does not mean ownership transfer:

• If the seller does not intend to give ownership.

• Example: Contract to sell, not a contract of sale.

Types of Delivery:

1. Actual – physically handed over.

2. Constructive – symbolic or legal ways (see below):

Kinds of Constructive Delivery:

• Public instrument (document).

• Traditio Symbolica – giving keys to storage.

• Traditio Longa Manu – seller points to the item.

• Traditio Brevi Manu – buyer already has it under different reason.

• Traditio Constitutum Possessorium – seller stays but not as owner.

• Quasi-tradition – for non-physical things (e.g. rights, documents).


DELIVERY TO A CARRIER

• General Rule: Giving the goods to a carrier = delivery to buyer.

• Exceptions: If the seller keeps ownership until payment.

QUANTITY ISSUES

• Less than agreed: Buyer may reject or pay for what was delivered.

• More than agreed: Buyer may accept what’s needed and reject the rest.

• Mixed goods: Buyer can reject non-matching items.

• Real estate:

o Less land: Buyer may cancel or ask for lower price.

o More land: Buyer pays for extra only if he wants it.

o Lump sum sale: No price change for land size difference.

LOSS OF ITEM

Before Sale Is Final (Perfection):

• If already lost = no sale.

After Sale but Before Delivery:

• Seller bears the loss.

After Delivery:

• Buyer bears the loss (ownership already transferred).

DOCUMENTS OF TITLE

Used to show ownership or control of goods (e.g., bill of lading, warehouse receipt).

Types:

• Negotiable – can be transferred (bearer or order).


• Non-negotiable – not transferable the same way.

RIGHTS OF UNPAID SELLER

1. Before delivery:

o Hold the goods until paid.

2. After delivery:

o Stoppage in transit if buyer is insolvent.

o Resell the goods.

o Cancel the sale.

Stoppage in Transit

• Seller can get goods back while in transit if:

o Buyer is insolvent,

o Seller hasn’t yet delivered them fully.

Double Sale (Same item sold twice)

• Movable (e.g., goods): Buyer who gets it first in good faith wins.

• Immovable (e.g., land):

1. Buyer who registers first in good faith wins.

2. If not registered, first possessor.

3. If still tied, first buyer in time wins.

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