Sales

A sale is a contract where one of the parties obliges himself to transfer the ownership of a determinate thing and deliver it and for the other party to pay the thing's price in money or its equivalent.

Elements

A.) Essential -there can be no sale without these:

1.) Meeting of the minds/consent

2.) A determinate subject matter

3.) A price certain in money or its equivalent

B.) Natural -inherent in the contract and which are deemed to exist in the contract in the absence of any contrary provision:

1.) Warranty against eviction

2.) Warranty against hidden defects

C. Accidental -present or absent, depending on the stipulations of the parties.

Characteristics

1.) Principal

2.) Consensual

3.) Bilateral

4.) Nominative

5.) Commutative (aleatory/emptio spei in some cases)

6.) Onerous

Contract to Sell, Contract of Sale and Conditional Sale

This is the exclusive right and privilege to buy an object. It is a bilateral contract where the prospective seller binds himself to sell the thing exclusively to the prospective buyer although the seller expressly reserves the ownership of the property to himself until the full payment of the purchase price. Simply put, a contract to sell is an agreement to sell when the full price is paid; it is not a contract of sale.

The full payment of the purchase price is the contract's positive suspensive condition. Its failure isn't a breach. Rather, it simply prevents the the seller from making the transfer binding. After payment, the prospective seller must still transfer title to the thing to the prospective buyer by executing a contract of sale. Hence, a contract of sale can exist side-by-side with a contract to sell.

In a contract of sale, title to the goods passes to the buyer upon delivery. Non-payment of the purchase price is a negative resolutory condition where the seller's remedy is to either have the contract fulfilled or rescinded. Once sold, the seller can't recover ownership unless the contract of sale is resolved or set aside.

A conditional sale is similar to a contract to sell in that the seller can reserve ownership of the thing for himself until the suspensive condition/full payment takes place. Unlike a contract to sell, however, once the price is fully paid, ownership transfers to the buyer automatically by operation of law without any further act of the seller.