ATENEO de Manila LAW SCHOOL

LAW ON SALES OUTLINE [1] Dean Cesar L. Villanueva
First Semester, SY 2011-2012 Atty. Alexander C. Dy Atty. Ray Paolo J. Santiago

I. The Nature of Sale

A. Definition (Art. 1458)

Sale is a contract whereby one of the contracting parties [the seller] obligates himself to transfer the ownership[2] and to deliver the possession, of a determinate thing, and the other party [the buyer] to pay therefor a price certain in money or its equivalent. xCruz v. Fernando, 477 SCRA 173 (2005).[3]

1. Elements of Sale Elements of sale: (a) consent or meeting of the minds; (b) determinate subject matter; and (c) price certain in money or its equivalent. xNavarra v. Planters Dev. Bank, 527 SCRA 562 (2007).[4]

Sale being a consensual contract, its essential elements must be proven. xVillanueva v. CA, 267 SCRA 89 (1997).

Absence of any essential elements negates a sale xDizon v. CA, 302 SCRA 288 (1999),[5] even when earnest money has been paid. xManila Metal Container Corp. v. PNB, 511 SCRA 444 (2006).

But once all elements are proven, a sale’s validity is not affected by a previously executed fictitious deed of sale. xPeñalosa v. Santos, 363 SCRA 545 (2001); and the burden is on the other party to prove otherwise. xHeirs of Ernesto Biona v. CA, 362 SCRA 29 (2001).

2. Stages of Contract of Sale Policitacion covers the period from the time the prospective contracting parties indicate interest in the contract to the time the contract is perfected. Perfection takes place upon the concurrence of the essential elements, which are the meeting of the minds of the parties as to the object of the contract and upon the price. Consummation begins when