I'm Giancarlo Enrico S. Pozon, a Wushu instructor, investor and Barrister... That's right, Barrister; I graduated from law school and took the Bar Exams, now I'm waiting for the results. I created this blog to make Philippine Law easy to understand for the average person. It's all about free legal advice. There are many law blogs. But the problem is that many of them are written for lawyers and law students. They use words that can't be understood by ordinary people.
Many lawyers, judges and law students consider themselves as superior to most human beings because of their knowledge of the law. It bothers me since the law is supposed to serve society. Since the law is meant to serve society as a whole, it is important that is must be understood by everybody.
This does not mean that we should all become lawyers. It means that although law is a highly specialized profession, the first duty of everybody in this profession is to make the law understandable to all; that's why all these articles are free legal advice.
Like I said, this blog is about law -but it's for the ordinary people, not the lawyers. It's for the ordinary folk so they will know what is good and bad for them, and that making them aware of the law will help us all improve society as a whole. This is free legal advice for everybody!
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.
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