OBLIGATIONS

OF THE VENDOR
Article 11495 - 1547 of Civil Code
Art. 1495. The vendor is bound to transfer the
ownership of and deliver, as well as warrant
the thing which is the object of the sale.

OBLIGATIONS OF THE VENDOR

1. To transfer ownership of the determinate thing
sold
2. To deliver the thing
3. To warrant against eviction and hidden defects
4. To take care of the thing, pending delivery with
proper diligence
5. To pay for the expenses for the execution and
registration of the deed of sale, unless there is a
stipulation to the contrary.
Art. 1495. The vendor is bound to transfer the
ownership of and deliver, as well as warrant
the thing which is the object of the sale.

WHAT IS DELIVERY?
• the concurrent transfer of two things:
1. Possession
2. Ownership
• it is an act by which one party parts with the title
to and possession of the property and the other
acquires the right to and the possession of the
same.
• delivery of property or title.
• it maybe either actual or constructive.
 Art. 1496. The ownership of the things sold is
acquired by the vendee from the moment it is
delivered to him in any of the ways specified in
articles 1497 to 1501.

General Rule:
• Ownership of the thing sold is acquired only upon
its delivery, actual pr constructive to the buyer.
 Art. 1496. The ownership of the things sold is
acquired by the vendee from the moment it is
delivered to him in any of the ways specified in
articles 1497 to 1501.

Exceptions:
1. when the seller and the buyer agree that
the owhership shall remain with the seller
until the full payment of the purchase price.
2. Comtract to sell
3. Sale on approval, trial or satusfaction
4. implied reservation of ownership
Art. 1497. The thing sold shall be understood
as delivered, when it is placed in the
control and possession of the vendee.

Kinds Of Delivery
1. Actual Delivery
- it is the thing is placed in the control
and ppssession of the vendee.
2. Constructive Delivery
- it is a delivery by operation of law.
3. Quasi - Tradition
- transfer of ownership or rights without
the actual physical delivery of the object.
Kinds of Constructive Delivery
a. Legal Formalities
- sale is made thtough a public instrument.
b. Symbolical Traditiom or traditio simbolica
- use a symbol to represent the thing delivered.
c. Traditio Longa Manu
- agreement of the contracting parties
- seller points out to the buyer
d. Tradition to Brevi Manu
- the buyer had already the possession of the
object even before the contract of sale by virtue
e. Traditio Constitutum Possessorium
- the delivery consists in the owner's continuous
possession of the property that already sold to
another person
ART. 1498. When the sale is made through a
public instrument, the execution thereof shall
be equivalent to the delivery of the thing which
is the object of the contract, if from the deed
the contrary does not appear or cannot clearly
be inferred.
With regard to movable property, its delivery
may also be made by the delivery of the keys of
the place or depository where it is stored or
kept. (1463)
Public instrument is a document prepared by
a notary public in the presence of the parties
who sign it before the witnesses.
Execution of a public instrument or document.
(1) Possession transferred to buyer by notarized deed of conveyance
(2) Delivery presumptive only.- the mere execution of the deed of
sale in a public document is equivalent to the delivery of the
property “if from the deed the contrary does not appear or
cannot clearly be inferred.” Therefore, prior physical delivery or
possession is not required
(3) Sale of thing not subject to control of vendor. — Symbolic
delivery by the execution of a public instrument is equivalent to
actual delivery only where the thing is subject to the control of
the vendor and there is no impediment that may prevent the
passing of the property from the hands of the vendor into those
of the vendee
(4) Sale of registered land
(5) Possession of a part as constructive possession of whole. —
Where apart from the delivery de jure of a land sold by symbolic
tradition resulting from the execution of a public instrument of
sale, the evidence shows that the purchaser took actual
possession of the considerable portion of the land sold by the
exercise of possessory acts of clearing the area of trees and of
cultivating the same through tenants, such possession and
ART. 1499. The delivery of movable
property may likewise be made by the
mere consent or agreement of the
contracting parties, if the thing sold
cannot be transferred to the possession
of the vendee at the time of the sale, or
if the latter already had it in his
possession for any other reason. (1463a)

ART. 1500. There may also be tradition

constitutum possessorium. (n)
Art. 1501. With respect to incorporeal property,
the provisions of the first paragraph of article
1498 shall 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 of his
rights, with the vendor's consent, shall be
understood as a delivery. (1464)

Delivery of incorporeal property

1. Execution of public instrument
2. The placing of the titles of ownership in the
possession of the vendee
3. The use by the vendee of his rights, with the
vendor’s consent
Art. 1502. When goods are delivered to the buyer "on sale or
return" to give the buyer an option to return the goods instead
of paying the price, the ownership passes to the buyer of
delivery, but he may revest the ownership in the seller by
returning or tendering the goods within the time fixed in the
contract, or, if no time has been fixed, within a reasonable time.
(n)
When goods are delivered to the buyer on approval or on trial or
on satisfaction, or other similar terms, the ownership therein
passes to the buyer:
(1) When he signifies his approval or acceptance to the seller or
does any other act adopting the transaction;
(2) If he does not signify his approval or acceptance to the seller,
but retains the goods without giving notice of rejection, then if
a time has been fixed for the return of the goods, on the
expiration of such time, and, if no time has been fixed, on the
expiration of a reasonable time. What is a reasonable time is a
question of fact. (n)
Sale on approval
There is no transfer of ownership notwithstanding delivery of the goods

Sale or return
the ownership passes to the buyer on delivery

“Sale or return” distinguished from sale on trial. The distinctions are the
following:
(1) “Sale or return” is a sale subject to a resolutory condition, while sale on
trial is subject to a suspensive condition;
(2) “Sale or return” depends entirely on the will of the buyer, while sale on trial
depends on the character or quality of the goods;
(3) In “sale or return,” the ownership of the goods passes to the buyer on
delivery and subsequent return of the goods reverts ownership in the
seller, while in sale on trial, the ownership remains in the seller until the
buyer signifies his approval or acceptance to the seller; and
(4) In “sale or return,” the risk of loss or injury rests upon the buyer, while in
sale on trial, the risk still remains with the seller.
(5) Note: Article 1502 uses the phrase “on sale or return.” If the contract uses
instead the phrase “for sale or return,” the intention may be to enter into a
contract of agency.
Art. 1503. When there is a contract of sale of
specific goods, the seller may, by the terms of the
contract, reserve the right of possession or ownership
in the goods until certain conditions have been
fulfilled. The right of possession or ownership may be
thus reserved notwithstanding the delivery of the
goods to the buyer or to a carrier or other bailee for
the purpose of transmission to the buyer.

Where goods are shipped, and by the bill of lading

the goods are deliverable to the seller or his agent, or
to the order of the seller or of his agent, the seller
thereby reserves the ownership in the goods. But, if
except for the form of the bill of lading, the ownership
would have passed to the buyer on shipment of the
goods, the seller's property in the goods shall be
deemed to be only for the purpose of securing
performance by the buyer of his obligations under the
Where goods are shipped, and by the bill of lading the
goods are deliverable to order of the buyer or of his agent, but
possession of the bill of lading is retained by the seller or his
agent, the seller thereby reserves a right to the possession of
the goods as against the buyer.

Where the seller of goods draws on the buyer for the

price and transmits the bill of exchange and bill of lading
together to the buyer to secure acceptance or payment of the
bill of exchange, the buyer is bound to return the bill of lading
if he does not honor the bill of exchange, and if he wrongfully
retains the bill of lading he acquires no added right thereby. If,
however, the bill of lading provides that the goods are
deliverable to the buyer or to the order of the buyer, or is
indorsed in blank, or to the buyer by the consignee named
therein, one who purchases in good faith, for value, the bill of
lading, or goods from the buyer will obtain the ownership in the
goods, although the bill of exchange has not been honored,
provided that such purchaser has received delivery of the bill
of lading indorsed by the consignee named therein, or of the
goods, without notice of the facts making the transfer
wrongful. (n)
Art. 1504. Unless otherwise agreed, the goods
remain at the seller's risk until the ownership
therein is transferred to the buyer, but when the
ownership therein is transferred to the buyer the
goods are at the buyer's risk whether actual
delivery has been made or not, except that:
(1) Where delivery of the goods has been
made to the buyer or to a bailee for the buyer, in
pursuance of the contract and the ownership in
the goods has been retained by the seller merely
to secure performance by the buyer of his
obligations under the contract, the goods are at
the buyer's risk from the time of such delivery;
(2) Where actual delivery has been delayed
through the fault of either the buyer or seller the
goods are at the risk of the party in fault. (n)