SALES OUTLINE Atty. Oliver Gem Pammit PART II IX. RISK OF LOSS a. General Rule – Art. 1263, 1189 b. When Loss Occurred Before Perfection c. When Loss Occurred At Time of Perfection – Arts. 1493 and 1494 d. When Loss Occurred After Perfection but Before Delivery – Arts. 1164, 1262 i. Gen. rule – Res perit domino ii. Loss by fault of a party – Arts. 1480, 1504, 1538, 1636 iii. Loss by fortuitous events – Arts. 1480, 1163, 1165, 1504, 1538, 1189 iv. Fruits or Improvements – Art 1537 e. After Delivery (When Ownership is Transferred) – Art. 1504 X. REMEDIES FOR BREACH OF CONTRACT OF SALE (Arts. 1594-1599) a. On the Part of the Seller i. In Case of Movables (Arts. 1593, 1595 to 1597) ii. Unpaid Seller of Goods (Arts. 1524-1535) 1. Definition of “Unpaid Seller” (Art. 1525) 2. Rights of Unpaid Seller: • Possessory Lien (Arts. 1526-1529, 1503, 1535) • Stoppage in transitu (Arts. 1530-1532, 1535, 1636 [2]) • Right of Resale (Art. 1533) • Right to Rescind (Art. 1534) iii. Recto Law: Sales of Movables on Installments (Arts. 1484, 1485, 1486) 1. “Installment Sale” 2. Contracts to Sell Movables not Covered 3. Remedies Available to Unpaid Seller Not Cumulative but Alternative and Exclusive 4. Remedy of Specific Performance 5. Nature of Remedy of Rescission 6. Remedy of Foreclosure – “Barring Effects of Foreclosure; Rule on “Perverse Buyer” 7. Purported Lease with Option to Buy iv. In Case of Immovables 1. Anticipatory Breach (Art. 1591) 2. Sales of Subdivision Lots and Condominium Units (Secs. 23 and 24, PD 957) v. Maceda Law: Sales of Residential Realty on Installments 1. “Role” of Maceda Law 2. Transactions Covered 3. How to Determine Years of Installments 4. How Cancellation of Contract can be Effected vi. Rescission of Sales of Non-Residential Immovables on Installments (Arts. 1191 and 1592) b. On the Part of the Buyer i. In Case of Movables (Arts. 1598-1599) ii. In Case of Immovables (Art. 1191; Secs 23 and 24 of PD 957) iii. Suspension of Payment (Art. 1590) XI. REMEDY OF RESCISSION IN SALES CONTRACTS COVERING IMMOVABLES: CONTRACT OF SALE versus CONTRACT TO SELL a. Nature of Remedy of Rescission (Resolution) – Arts. 1191, 1479, 1592) i. Distinguishing from Other Remedy of Rescission ii. Basis of Remedy of Rescission (Resolution) iii. Power to Rescind Generally Judicial in Nature iv. Mutual Restitution and Foreclosure (Art. 1385) b. Distinctions Between Contract of Sale and Contract to Sell i. Contract of Sale versus Contract to Sell (Art. 1458) 1. Rationale of Contracts to Sell 2. Is a Contract to Sell a “Sale” Under Art. 1458? 3. Importance of “Locating” the Condition to Pay Price in Full 4. Necessary Stipulations in a Contract to Sell 5. Issue of Substantial Breach ii. Minimum Requirements for Cancellation of Contract to Sell iii. Equity Resolutions of Contract to Sell XII. CONDITIONS AND WARRANTIES a. Conditions (Art. 1545) b. Conditions versus Warranties c. Express Warranties (Art. 1546) d. Implied Warranties (Art. 1547) i. Seller has the Right to Sell ii. Warranty Against Eviction (Arts. 1548-1560) iii. Warranty Against Non-Apparent Servitudes (Art. 1560) iv. Warranty Against Hidden Defects (Arts. 1561-1580) v. Warranty as to Fitness or Quality of Goods vi. Sale of Goods by Sample vii. Additional Warranties for Consumer Products (Art. 68, RA 7394) e. Effects of Warranties f. Effects of Waivers XIII. EXTINGUISHMENT OF SALE a. In General (Arts. 1231, 1600) b. Conventional Redemption i. Definition (Art. 1601) ii. Redemption Period iii. Situation Prior to Redemption iv. Who can Redeem (Arts. 1611-1614) v. How Redemption Effected (Art. 1616) vi. Redemption Price (Art. 1616) vii. Fruits (Art. 1617) viii. Effect When No Redemption Made: Consolidation (Art. 1607) ix. Equitable Mortgage (Art. 1602-1604) 1. Badges of Equitable Mortgage (Art. 1602) 2. Remedies Allowed for Equitable Mortgage (Art. 1602, 1605) 3. Pactum Commissorium (Art. 2088) 4. Final Chance to Redeem in “Mistaken Equitable Mortgage” (Art. 1606) c. Legal Redemption i. Definition (Art. 1619) ii. Legal Redemption Rights Under the Civil Code 1. Among Co-heirs (Art. 1088) 2. Among Co-owners (Art. 1620) 3. Distinguishing Between Right of Redemption of Co-heirs and Co-owners 4. Among Adjoining Owners (Arts. 1621-1622) 5. Sale of Credit in Litigation (Art. 1634) iii. When Period of Redemption Begins (Art. 1623) iv. Other Legal Redemption Rights XIV. ASSIGNMENT (Arts. 1624-1635) a. Definition and Nature b. Perfection by Mere Consent (Art. 1624) c. But Must be in a Public Instrument to Affect Third Parties (Art. 1625) d. Effects of Assignment i. Assignment of Credit ii. Issues re Debtor (Art. 1626) iii. Accessories and Accessions (Art. 1627) iv. Tradition in Assignment e. Warranties of Assignor (Art. 1628) - Exceptions f. Right of Repurchase on Assignment of Credit Under Litigation (Art. 1634-1635) g. Subrogation Versus Assignment of Credit (Art. 1301) h. Assignment of Copyright (Sec. 180, Intellectual Property Code) i. Assignment as an Equitable Mortgage
Posted on: Tue, 03 Sep 2013 09:10:59 +0000
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