CHAPTER 5

• 1. Accept delivery

  2. Pay price of the thing sold


  2 principal obligations of vendee
• 1. No price, no delivery (and vice versa)

  2. If stipulated, vendee must accept delivery and pay price at time and place designated

  3. If not stipulated, vendee pays at the time and place of delivery

  4. If not stipulated, place is wherever the thing was at perfection of contract

  5. If only the time for delivery (and not of payment) has been fixed, the vendee is required to pay even before delivery


  5 pertinent rules
• Vendee is not bound to receive delivery in installments and has no right to pay in installments, unless otherwise agreed


  general rule governing delivery in installments
• 1. Seller makes defective deliveries

  2. Buyer wrongfully neglecs or refuses to accept delivery

  3. Buyer fails to pay any installment


  when breach affects whole contract in sales with separate price fixed for each installment
• It merely gives rise to a claim for compensation for the particular breach but not a right to treat the whole contract as broken


  effect where breach is divisible in sales where separate price has been fixed for each installment
• A single price is intended for all installments


  effect where separate price was not fixed for each installment
• 1. Fulfillment + damages

  2. Rescission + damages


  buyers' rights in the event that seller fails to deliver an installment where separate price for each is not fixed

  
  

  (same for sellers', when buyer fails to pay purchase price within the period agreed)
• T

  t/f: remedy of rescission is NOT available for slight or casula breaches of contract
• Attendant circumstances

  basis of determining whether breach is substantial
• Acceptance


  assent to become owner of the specific goods when delivery of them is offered to the buyer
• Right of inspection


  right of buyer to a fair opportunity to inspect or examine the article tendered
• Actual delivery

  what kind of delivery is the contract subject to when buyer has right of inspection
• F. It is not. Buyer must request for such right within a reasonable time


  t/f: right of examination or inspection is absolute
• Buyer may rescind the contract and recover the price or any part of it that he has paid


  effect if seller refused to give buyer right of inspection
• 1. There is agreement to that effect (need not be express)

  2. COD terms, unless otherwise agreed or prevented by usage of trade


  exception to the general rule that buyer has right of inspection (i.e. such right is not available)
• When, on inspection, the goods are proven to be unsuitable or fail to conform to the contract. Such option must be exercised and notice of it must be given to seller within a reasonable time or within definite period fixed, otherwise it constitutes an acceptance.


  when may buyer refuse to accept delivery
• 1. Buyer not bound to return them, notification of rejection is sufficient (but he has take care of the goods). Seller must take delivery, and even before such, he bears risk of loss.

  
  

  2. Title to goods does not pass to B. But if seller doesn't take delivery after being notified, B can resell them

  
  

  3. B is not obliged to pay price

  
  

  4. If B constitutes himself as depositary of the goods, he shall be liable as such


  effects when buyer justly refuses delivery of goods
• 1. Title of goods passes to the buyer from the moment the goods are placed at his disposal, unless otherwise stipulated or seller reserved ownership as security for payment.

  
  

  2. Buyer must pay price


  effects when refusal to accept delivery is not justified
• Express acceptance


  acceptance that takes place when the buyer, after delivery of the goods, intimates to the seller verbally or in writing that he has accepted them
• 1. He does any act in relation to the goods which is inconsistent with seller's ownership

  
  

  2. He retains goods after lapse of a reasonable time without intimating his rejection

  implied acceptance takes place when?
• Tru


  t/f: acceptance is NOT a condition to complete delivery
• Yes. There may also be actual delivery without acceptance.


  can acceptance exist without actual delivery?
• F. unless otherwise expressly or impliedly agreed, or buyer fails to give notice to the seller of any breach of warranty within a reasonable time, which is from the time buyer ought to have known such breach


  t/f: acceptance is a bar to action for damages.
• 1. If expressly stipulated (if no rate, then 12% default)

  2. If sold thing produces fruits or income

  3. If vendee is in default, from the time of judicial or extrajudicial demand


  3 cases where vendee owes interest for the period between delivery of the thing and payment of the price
• 1. Disturbance in the vendee's possession or ownership of the thing purchased

  2. Reasonable grounds to fear such disturbance by a vindicatory action or foreclosure of mortgage


  2 grounds for suspension of payment of the price by vendee (there must be final judgement)
• 1. Vendor gives security for the return of the price

  2. If stipulated otherwise

  3. If vendor has caused the disturbance or danger to cease

  4. If disturbance is a mere act of trespass (3rd person claims no right whatsoever, and vendee has a direct action against intruder)

  5. Vendee has fully paid the price


  5 cases when vendee cannot suspend payment of price even when there is a disturbance
• When he has reasonable grounds to fear

  1. Loss of property; AND

  2. its price


  when vendor may immediately rescind sale of immovables
• Pactum commissorium


  an INVALID agreement between vendor and vendee in the sale of an immovable that rescission of the contract shall of right take place if the vendee fails to pay the price at the time agreed upon
• No. Court may extend the period for payment, but it may also not grabt vendee a new period once a demand for rescission by suit or notarial act is made


  is the right to rescind absolute?
• Vendee may pay even after expiration as long no demand for rescission has been made


  effect of pacto commissorium being invalid
• 1. To sales on installments of real property

  2. To a mere promise to sell (executory contract to sell)


  when rule as to pacto commissorium does no apply
• 1. Vendee does not appear to receive the thing or does not accept delivery

  2. Having appeared, does not pay price, unless a longer period is stipulated for its payment


  grounds for immediate rescission in sale of movables
• Personal properties are not capable of maintaining a stable price in the market, which any delay might cause vendor a great prejudice.


  reason for rule with respect to movables
• I. The buyer of goods is not bound to accept delivery thereof by installments.

  II. The buyer has a reasonable opportunity to examine the goods upon delivery to ascertain whether they are in conformity with the contract before accepting the same.

   

  a.       I is TRUE

  b.      II is TRUE

  c.       Both are TRUE

  d.      Both are FALSE

  C
• I. The vendee is bound to accept delivery and to pay the price of the thing sold at the time and place stipulated in the contract.

  II. The very essence of a contract of sale is the transfer of ownership in exchange for a price paid or promised.a.       I is TRUE

  b.      II is TRUE

  c.       Both are TRUE

  d.      Both are FALSE

  C
• When the buyer does any act in relation to the goods which is inconsistent with the ownership of the seller.

  Implied acceptance
• When the buyer intimates to the seller that he has accepted the goods

  Express acceptance
• When, after the lapse if a reasonable time, he retains the goods without intimating to the seller that he has rejected them

  Implied acceptance