Sales Part 7

• Obligations of the Buyer

  • Accept the delivery
  • Pay the price
• Obligation of the Vendee


  • General Rule: Buyer is not bound to accept delivery by installments/ partial delivery (this is consonants with the principle in Law that there should be complete payment, complete performance of the obligation we call that as a the rule of integrity)
  • Exception: If there is stipulation then the seller can deliver by installment
• When is there a breach?

  If it is not inseparable, if the obligation is indivisible then the breach of one is the breach of all. It depends on the severity of the breach of force
• General Rule: Buyer has right to examine the goods

  Yes, he is given that right to determine the hidden defects on the thing sold or the goods sold
• Exception: Buyer not allowed to examine goods if

  • Stipulation
  • COD (Collect on delivery/Cash on delivery)
• Modes of Manifesting Acceptance - on the part of the Buyer /Vendee


  • Express / Intimates (oral/writing)
  • Implied (act of alteration and act of retention)
• Acceptance not a bar to action for damages (1586)
• Effect of justified refusal to accept the goods on the part of the buyer(1587)

  The buyer was justified; he had a valid reason not to accept. Then, the obligation of the buyer is to notify the seller "I am not accepting". The buyer is not supposed to return the goods, it is the seller to take back the goods. The buyer can hold himself liable as a depositary if he wants to but general rule he is not liable. His mere obligation is to notify but if he intends to be the depositary then he is liable to the depositary
• Effect of the buyer's wrongful refusal to accept (1588)


  He becomes the owner of it that's the effect because there is no valid reason. Res Perit Domino (he suffers the lost if something happens to the thing delivered)
• Instances when buyer is liable to pay interest

  • Stipulation
  • Should the thing sold and delivered produce fruits or income
  • Should he be in default, from the time of judicial or extrajudicial demand for the payment of the price
• Buyer's Suspension of Payment (1590)

  Allowed if: (1) If he is disturbed in the possession or ownership of the thing bought, (2) If he has well-ground fear that his possession or ownership would be disturbed by a vindicatory action or foreclosure of mortgage

  Not allowed if: (1) Vendor gives security for the payment of the price, (2) If there is a stipulation, (3) If the vendor has caused the disturbance or danger to cease, (4) If the disturbance is a mere act of trespass, (5) If the buyer is fully paid the price
• Anticipatory Breach (1591)


  Pertains to the seller because the seller is anticipating that he is going lose not only the property but the price itself. Ground: Reasonable grounds to fear the loss of immovable property sold and its price. Applies only to: Immovable property, real property. Remedy: Rescission - rescind anticipating that there would be breach of the contract of sale
• Actual Breach (1191)


  Remedies in reciprocal obligation- One party fails to perform his obligation. Applies to: Movable or Immovable. Remedies: Rescission
• Stipulation for Automatic Rescission - Immovable Property (1592)


  NOT Automatic. Notarial Rescission is required
• Stipulation for Automatic Rescission - Movable property (1593)


  Automatic. No requirement
• Notarial Rescission (1592)


  In the sale of Immovable property, there is a stipulation of automatic rescission. Effect: NOT Automatic. Require: Demand for rescission of the contract has been made either judicially or by a notarial act
• Actions Available (1594) - remedy

  • Action by seller for the payment of the price (1595)
  • Action by seller for damages for non-acceptance of the goods (1596)
  • Action by the seller for rescission of the contract(1597)
  • Action by the buyer for specific performance (1598)
  • Action by the buyer for rescission or damages (1599)
• Remedies of the Buyer for Breach of Warranty

  • Accept the goods and recoupment – set off the damages
  • Accept the goods and sue for damages
  • Refuse to accept the goods and maintain an action for damages
  • Rescind the contract and recover the price
• When rescission - there are instances when buyer is not allowed to rescind