Sales Part 5

• Law on Sales  

  Venditio (Roman) / Vente (French)/ Venta(Spanish) 
• Law on Sales  

  Venditio (Roman) / Vente (French)/ Venta(Spanish) 

  (1495- 1544) 
• Ways of Effecting Delivery (1496) 

  Delivery – transfer ownership right  

  Mere consent creates the contract sale but deliver transfer ownership 

  Real right is created by registration 
• Ways of Effecting Delivery (1496) 

  1. Actual or Real delivery (1497) 
  2. Constructive or Legal delivery (1498- 1501) 
  3. Delivery in any other manner signifying an agreement that the possession is transferred to the vendee (1496-1499) 
• 1. Actual or Real delivery (1497) 

  • It covers personal property 
  • Required actual transfer physical possession of the property 

  1. How do we deliver? 
  2.  What is covered by the delivery? Does it cover personal property only , real property only or both real or personal property or more so does it cover intangible properties 
• Ways of Effecting Constructive Deliver 

  1.  Execution of public instrument / Legal Formalities (1498, par. 1) 
  2. Symbolical or traditio symbolica / tradicio clavium (1498, par. 2) 
  3. Traditio longa manu - (1499)- by pointing 
  4.  Traditio brevi manu - (1499) - shorthand delivery 
  5. Traditio constitutom possessorium (1500) - reverse of brevi manu 
• 1.  Execution of public instrument / Legal Formalities (1498, par. 1) 

  • both movable and immovable 
  • By signing the deed of sale, it covers both movable and immovable property 
  • Usual way of transferring ownership – going to notary public and have it notarized 
• 1. Symbolical or traditio symbolica / tradicio clavium (1498, par. 2) 

  • only to movable 
  • Key to warehouse, what was given? Goods, warehouse, or both? Goods only 
  • Covers only personal property 
• 1. Traditio longa manu - (1499)- by pointing 

  • only to movable 
  • Apply only to movable or personal property 
  • You’re going to point and by pointing in this case the ownership is transferred 
• 1. Traditio brevi manu - (1499) - shorthand delivery 

  • The delivery is not required because the buyer is in possession in some 
  • Lessee and lessor- the lessee already occupying the property and bought the property 
• 1. Traditio constitutom possessorium (1500) - reverse of brevi manu 

  • The seller sells the property to the buyer, but the seller will not deliver because the seller will remain to be in possession in another capacity  
  • Lessee and lessor- the lessee will stay for a short period of time and for the period the deliver will not transfer because the property remain in seller possession 
• Quasi-Traditio Delivery (1501) 

  What is covered? Incorporeal things 
• 1. By the execution of public instrument  
  2. Incorporation code the basic method of transferring is endorsement plus delivery 
  3. Deed of sale through public instrument 
• 1. When that mode of delivery is not applicable, by the placing of titles of ownership in the possession of the vendee 
  2. TCT- Transfer Certificate of Title 
  3. OCT- Original Certificate of Title 
  4. TCT/OCT give it then there is already transfer of ownership 
• 1. By allowing the vendee to use his rights as new owner with the consent of the vendor 
  2. Ask permission/consent of the seller to occupy/ allowed to use his right to the property prior to actual date of the delivery of the contract with the consent of the seller 
•  Nemo Dat Quod Non Habet 

  • GR - Nobody can dispose of what he does not own / Nobody gives what they don't have 
  • If you are not the owner you cannot sell the property 
  • Exception- PROGMAVA 
• • P - Precluded/Estoppel - Suppose A sells the phone of B with presence of B to C and B did not bother to complain – sale is valid, there is estoppel. Since the owner of the thing precluded or is guilt of estoppel 
• • R - Registration / Recorded - Even if you're not the owner but there is registration, or the thing was recorded, then the sale will be valid even if you are not the owner 
• • O-Order of the Court - This happens in execution sales or involuntary sales. The court is not the owner, but the court is authorized under the law to sell the properties of the debt or to satisfy his obligations by virtue of the execution or involuntary sale 
• • G-Guardian - Who’s the owner who the person is incapacity may be the minor or he may be insane, so the guardian if authorized can sell the properties 
• • M-Merchant's store - Own a book, then misplaced it. Then A sold it to B (store) then B sold it to TP. The sale is valid since it was made through a merchant store 
• • A – Agent  - Who is the real owner of course the principal the agent is authorized to sell it 
• • V-Voidable title  - Voidable- valid until annulled so pending annulment. Can the buyer sell it to another person? Yes its valid until its annulled, but the moment it is annulled by the real owner then the third person has to return it because what he has is only voidable title 
• • A-subsequently Acquired  
  • Reiterates or reinforces the rule that ownership is required only at the time of delivery so suppose the property does not belong to the seller at the time of perfection, but he subsequently acquired it after the perfection of the contract 
  • Is the sale in this sale valid? Yes, because he subsequently became the owner at the time of delivery or at the time of termination  
  • Ownership is required only at the time of delivery not at the time of perfection 
• Documents of Title (1507-1520) - refer to goods 
• Documents of Title (1507-1520) - refer to goods 

  • If your name appears on the documents of title such as a bill of lading, then you are the owner 
  • Whoever’s name appear on the bill of lading is the real owner 
• Nature and functions 

  1. Receipt of goods 
  2. Evidence of transfer of title / possession of goods 
• Most common forms 

  • bill of lading, dock warrant, warehouse receipt, quedan, letter of credit 
• Negotiable Instrument- it refers to money 

  • Promissory Note, bill of exchange, checked 
• Classes of Documents of Title 

  1.  Negotiable Documents of Title – refer to goods ( you have to pay) 

  • e.g. Deliver to B or order 
  • Deliver to B or bearer 

  1. Non-Negotiable Documents of Title- it is substitute for money 

  • Deliver to B 
• Negotiable Instrument - "Pay" to B or order 
• Distinguish the two 

  1. The way of transferring 
  2. If it is negotiable by negotiation 
  3. If it is non-negotiable by assignment 
  4. The rights are different 
• How transferred? 

  1. If Negotiable 
  2. Negotiation 
  3. Order - Indorsement plus delivery 
  4. Bearer - mere delivery 
• If Non-negotiable – Assignment 
• 1508-Bearer (negotiated by delivery) 
• 1509-Order (negotiated by indorsement + delivery) 
• 1510- Negotiable marked "non-negotiable" - it is still negotiable 
• 1511- Non-negotiable (by assignment) 
• 1512 - Persons who may negotiate (Owner / Agent) 
• 1513 - Rights of the person to whom document has been negotiated (3) 

  1. Title of the person negotiating the document 
  2. Title of the depositor owner 
  3. Direct of obligation ability to keep possession of the goods