LAW ON SALES (Art.

1458- immovable property, the vendor may

1637) immediately sue for rescission.
180 Articles e. In the sale of immovable property,
even though it may have been
OBLIGATIONS OF THE stipulated that upon failure to pay the
1.
VENDEE:
TO PAY THE PRICE price at the time agreed upon the
rescission of the contract may be
a. At the time and place stipulated; had, the vendee may pay, even after
or if none was stipulated, the the expiration of the period, as long
payment must be made at the as no demand for rescission of the
time and place of the delivery of contract has been made upon him
the thing sold. either judicially or by a notarial act.
After the demand, the court may not
b. The vendee shall be liable for
grant him a new term.
interest for the period between
the delivery of the thing and the
payment of the price in the 2. TO ACCEPT DELIVERY
following cases: a. The buyer is not bound to
(1) Should it have been so accept delivery by installments,
stipulated; unless otherwise agreed upon.
(2) Should the thing sold and
b. If it was agreed that delivery be
delivered produce fruits or
done in installments and
income;
payments separately made, and
(3) Should he be in default, from
the seller makes defective
the time of judicial or
deliveries in respect of one or
extrajudicial demand for the
more instalments, or the buyer
payment of the price.
neglects or refuses without just
c. Suspension of payments: if the cause to take delivery of or pay
vendee is disturbed in the for one or more instalments, it
possession or ownership of the depends in each case on the
thing acquired, or should he have terms of the contract and the
reasonable grounds to fear such circumstances of the case,
disturbance, by a vindicatory whether the breach of contract is
action or a foreclosure of so material as to justify the
mortgage, he may suspend the injured party in refusing to
payment of the price until the proceed further and suing for
vendor has caused the disturbance damages for breach of the entire
or danger to cease, unless: contract, or whether the breach
(1) The seller gives security for is severable, giving rise to a
the return of the price in a claim for compensation but not
proper case, or to a right to treat the whole
(2) It has been stipulated that, contract as broken.
notwithstanding any such
contingency, the vendee shall be
bound to make the payment.
A mere act of trespass shall not
c. Deemed Acceptance: the buyer
authorize the suspension of the
is deemed to have accepted the
payment of the price.
delivery if:
(1) He intimates to the seller that
d. However, if the fear of loss covers
he has accepted the thing;
 (2) He does any act which is opportunity of examining the goods
inconsistent with the for the purpose of ascertaining
ownership of the seller; whether they are in conformity with
(3) After the lapse of a reasonable the contract.
time, he retains the goods
without intimating to the seller (3) Where goods are delivered to a
that he has rejected them. carrier by the seller, in
accordance with an order from
d. In the absence of express or implied or agreement with the buyer,
agreement of the parties, upon the terms that the goods
acceptance of the goods by the shall not be delivered by the
buyer shall not discharge the seller carrier to the buyer until he
from liability in damages or other has paid the price, whether
legal remedy for breach of any such terms are indicated by
promise or warranty in the contract marking the goods with the
of sale. But, if, after acceptance of words "collect on delivery," or
the goods, the buyer fails to give otherwise, the buyer is not
notice to the seller of the breach in entitled to examine the goods
any promise of warranty within a before the payment of the
reasonable time after the buyer price, in the absence of
knows, or ought to know of such agreement or usage of trade
breach, the seller shall not be liable permitting such examination.
therefor.
g. With respect to movable
e. Unless otherwise agreed, where property, the rescission of the
goods are delivered to the buyer, sale shall be an available
and he refuses to accept them, remedy to the vendor, if the
having the right so to do, he is not vendee, upon the expiration of
bound to return them to the seller, the period fixed for the delivery
but it is sufficient if he notifies the of the thing, should not have
seller that he refuses to accept appeared to receive it, or,
them. If he voluntarily constitutes having appeared, he should not
himself a depositary thereof, he shall have tendered the price at the
be liable as such. same time, unless a longer
f. Right to Examine: period has been stipulated for
its payment.
(1) Where goods are delivered to
the buyer, which he has not
previously examined, he is not BREACH OF
deemed to have accepted them
CONTRACTOF SALE:
1. Where, under a contract of sale, the
unless and until he has had a
reasonable opportunity of ownership of the goods has passed
examining them for the purpose to the buyer and he wrongfully
of ascertaining whether they are neglects or refuses to pay for the
in conformity with the contract if goods according to the terms of the
there is no stipulation to the contract of sale, the seller may
contrary. maintain an action against him for
the price of the goods.
(2) Unless otherwise agreed, when the
seller tenders delivery of goods to
the buyer, he is bound, on request,
to afford the buyer a reasonable 2. Where, under a contract of sale, the
 price is payable on a certain day, material amount is necessary
irrespective of delivery or of transfer on the part of the seller to
of title and the buyer wrongfully enable him to fulfill his
neglects or refuses to pay such obligations under the contract
price, the seller may maintain an of sale, the buyer repudiates
action for the price although the the contract or notifies the
ownership in the goods has not seller to proceed no further
passed. But it shall be a defense to therewith, the buyer shall be
such an action that the seller at any liable to the seller for labor
time before the judgment in such performed or expenses made
action has manifested an inability to before receiving notice of the
perform the contract of sale on his buyer's repudiation or
part or an intention not to perform. countermand. The profit the
seller would have made if the
3. Although the ownership in the goods
contract or the sale had been
has not passed, if they cannot
fully performed shall be
readily be resold for a reasonable
considered in awarding the
price, the seller may offer to deliver
damages.
the goods to the buyer, and, if the
buyer refuses to receive them, may 8. Where the goods have not
notify the buyer that the goods are been delivered to the buyer,
thereafter held by the seller as and the buyer has repudiated
bailee for the buyer. Thereafter the the contract of sale, or has
seller may treat the goods as the manifested his inability to
buyer's and may maintain an action perform his obligations
for the price. thereunder, or has committed
4. Where the buyer wrongfully neglects a breach thereof, the seller
or refuses to accept and pay for the may totally rescind the
goods, the seller may maintain an contract of sale by giving
action against him for damages for notice of his election so to do
non- acceptance. to the buyer.

5. The measure of damages is the 9. Where the seller has broken a

estimated loss directly and naturally contract to deliver specific or
resulting in the ordinary course of ascertained goods, a court
events from the buyer's breach of may, on the application of the
contract. buyer, direct that the contract
shall be performed specifically,
6. Where there is an available market without giving the seller the
for the goods in question, the option of retaining the goods
measure of damages is, in the on payment of damages. The
absence of special circumstances judgment or decree may be
showing proximate damage of a unconditional, or upon such
different amount, the difference terms and conditions as to
between the contract price and the damages, payment of the price
market or current price at the time or and otherwise, as the court
times when the goods ought to have may deem just.
been accepted, or, if no time was
fixed for acceptance, then at the time 10. Where there is a breach of warranty
of the refusal to accept. by the seller, the buyer may, at his
election:
7. If, while labor or expense of
 a. Accept or keep the goods and exchange for repayment of the
set up against the seller, the price.
breach of warranty by way of
recoupment in diminution or 13. Where the buyer is entitled to
extinction of the price; rescind the sale and elects to do
b. Accept or keep the goods and so, if the seller refuses to accept
maintain an action against the an offer of the buyer to return the
seller for damages for the goods, the buyer shall thereafter
breach of warranty; be deemed to hold the goods as
c. Refuse to accept the goods, bailee for the seller, but subject to
and maintain an action against a lien to secure payment of any
the seller for damages for the portion of the price which has been
breach of warranty; paid, and with the remedies for the
d. Rescind the contract of sale and enforcement of such lien allowed
refuse to receive the goods or if to an unpaid seller.
the goods have already been 14. In the case of breach of warranty
received, return them or offer to of quality, such loss, in the
return them to the seller and absence of special circumstances
recover the price or any part showing proximate damage of a
thereof which has been paid. greater amount, is the difference
11. Where the goods have been between the value of the goods at
delivered to the buyer, he cannot the time of delivery to the buyer
rescind the sale if he knew of the and the value they would have had
breach of warranty when he if they had answered to the
accepted the goods without warranty.
protest, or if he fails to notify the
seller within a reasonable time of
the election to rescind, or if he fails EXTINGUISHMENT OF A
to return or to offer to return the
goods to the seller in substantially CONTRACT OF SALE:
as good condition as they were in
at the time the ownership was SALES are extinguished by the same
transferred to the buyer. But if causes as all other obligations, and by
deterioration or injury of the goods conventional or legal redemption.
is due to the breach or warranty,
such deterioration or injury shall CONVENTIONAL
not prevent the buyer from REDEMPTION:
returning or offering to return the  otherwise known as “right of
goods to the seller and rescinding repurchase” shall take place when the
the sale. vendor reserves the right to repurchase
12. Where the buyer is entitled to the thing sold, with the obligation to
rescind the sale and elects to do return the price, expenses related
so, he shall cease to be liable for thereto and useful and necessary
the price upon returning or offering expenses, and other stipulations which
to return the goods. If the price or may have been agreed upon.
any part thereof has already been
paid, the seller shall be liable to The sale, with a right of repurchase, is
repay so much thereof as has also known as pacto de retro sale.
been paid, concurrently with the
return of the goods, or immediately OWNERSHIP: transfers to the
after an offer to return the goods in vendee a retro upon delivery. However,
this ownership is not absolute but only price;
conditional. This is because the seller a 5. When the vendor binds himself to
retro may be able to exercise the right pay the taxes on the thing sold;
to repurchase and the ownership of the
buyer will be terminated. 6. In any other case where it may be
fairly inferred that the real
AMOUNT TO BE PAID AT intention of the parties is that the
THE TIME THE RIGHT IS transaction shall secure the
EXERCISED: payment of a debt or the
1. The purchase price; performance of any other
2. The expenses of the contract, obligation.
and any other legitimate
payments made by reason of In any of the foregoing cases, any
the sale; and money, fruits, or other benefit to be
3. Useful and necessary expenses received by the vendee as rent or
(e.g., fencing of the land) otherwise shall be considered as
interest which shall be subject to the
Fruits: If at the time of the usury laws. The remedy would be to
execution of the sale there should be on ask for the reformation of the instrument
the land, visible or growing fruits, there purporting to be a contract of sale with
shall be no reimbursement for or right of repurchase or a contract of
prorating of those existing at the time of absolute sale.
redemption, if no indemnity was paid by
the purchaser when the sale was In case of doubt, a contract purporting
executed. to be a sale with right to repurchase
Should there have been no fruits at the shall be construed as an equitable
time of the sale and some exist at the mortgage.
time of redemption, they shall be
prorated between the redemptioner and
the vendee, giving the latter the part PERIOD TO EXERCISE RIGHT
corresponding to the time he possessed OF REPURCHASE:
the land in the last year, counted from 1. That which was agreed upon
the anniversary of the date of the sale. which cannot exceed 10 years;
2. If no agreement as to the period, it
EQUITABLE MORTGAGE: a sale shall be four years from the date
with a right of repurchase (or even a of the contract.
contract of absolute sale) is presumed
to be an equitable mortgage in the The vendor may still exercise the right
following cases: to repurchase within thirty days from the
1. When the price of a sale with right time final judgment was rendered in a
to repurchase is unusually civil action on the basis that the contract
inadequate; was a true sale with right to repurchase.
2. When the vendor remains in
possession as lessee or otherwise; OTHER RULES ON
3. When upon or after the expiration CONVENTIONAL
of the right to repurchase another REDEMPTION:
instrument extending the period of 1. In case of real property, the
redemption or granting a new consolidation of ownership in the
period is executed; vendee by virtue of the failure of the
4. When the purchaser retains for vendor to pay the required amounts
himself a part of the purchase shall not be recorded in the Registry
 of Property without a judicial order, sold his share separately, may
after the vendor has been duly independently exercise the right of
heard. repurchase as regards his own
share, and the vendee cannot
2. The vendor may bring his action compel him to redeem the whole
against every possessor whose property.
right is derived from the vendee,
even if in the second contract no If the vendee should leave several
mention should have been made of heirs, the action for redemption
the right to repurchase, without cannot be brought against each of
prejudice to the provisions of the them except for his own share,
Mortgage Law and the Land whether the thing be undivided, or it
Registration Law with respect to has been partitioned among them.
third persons.
8. But if the inheritance has been
3. The vendee is subrogated to the divided, and the thing sold has been
vendor's rights and actions. awarded to one of the heirs, the
action for redemption may be
4. The creditors of the vendor cannot instituted against him for the whole.
make use of the right of redemption 9. The vendor who recovers the thing
against the vendee, until after they sold shall receive it free from all
have exhausted the property of the charges or mortgages constituted
vendor. by the vendee, but he shall respect
5. In a sale with a right to repurchase, the leases which the latter may
the vendee of a part of an undivided have executed in good faith, and in
immovable who acquires the whole accordance with the custom of the
thereof, may compel the vendor to place where the land is situated.
redeem the whole property, if the
latter wishes to make use of the LEGAL REDEMPTION: is the
right of redemption. right to be subrogated, upon the same
terms and conditions stipulated in the
6. If several persons, jointly and in the contract, in the place of one who
same contract, should sell an acquires a thing by purchase or dation
undivided immovable with a right of in payment, or by any other transaction
repurchase, none of them may whereby ownership is transmitted by
exercise this right for more than his onerous title.
respective share. The same rules
apply to a person who sold an THE RIGHT OF LEGAL
immovable alone but left several
heirs, in which case, the heirs may REDEMPTION IS
only redeem the part which he may AVAILABLE TO:
have acquired. [Link]-OWNERS – a co-owner of a
thing may exercise the right of
The vendee may demand of all the redemption in case the shares of all
vendors or co-heirs that they come the other co-owners or of any of
to an agreement upon the purchase them, are sold to a third person.
of the whole thing sold; and should
they fail to do so, the vendee cannot SUBJECT PROPERTY:
be compelled to consent to a partial
 may be movable or immovable
redemption.
property.
7. Each one of the co-owners of an
undivided immovable who may have AMOUNT TO BE PAID FOR
REDEMPTION: a. The subject is urban land;
 is the purchase price, unless the b. The area of the land is so small and
price of alienation is grossly so situated that a major portion
excessive, in which case, the thereof cannot be used for any
redemptioner shall pay only a practical purpose within a reasonable
reasonable one. time, having been bought merely for
speculation;
TWO OR MORE c. The one exercising the right of
REDEMPTIONERS: redemption or pre-emption is an
 should two or more co-owners adjoining land owner.
desire to exercise the right of
redemption, they may only do so WHEN REDEMPTION,
in proportion to the share they WHEN PRE-EMPTION:
may respectively have in the a. Pre-emption is the right exercised by
thing owned in common. the adjoining land owner if the sale is
NOT YET perfected;
[Link] OF ADJOINING b. Redemption is the right exercised if
LANDS – have the right of the sale is already perfected.
redemption in case of transfers of
land.

RURAL LAND; REQUISITES:

a. The subject is rural land;
b. The land does not exceed one Multiple persons exercising
hectare; the right of redemption/pre-
c. The redemptioner is an owner of emption:
a land adjoining the subject rural  the one whose intended use is
land; best justified shall be preferred.
d. The adjacent lands is not
separated by brooks, drains, Period to exercise:
ravines, roads and other apparent  30 days from NOTICE in writing
servitudes for the benefit of other by the prospective vendor, or by
estates; and the vendor. The deed of sale
e. The grantee does not own any shall not be recorded in the
rural land; Registry of Property, unless
accompanied by an affidavit of
MULTIPLE REDEMPTIONERS: the vendor that he has given
 in case two or more adjoining written notice thereof to all
owners desire to exercise the possible redemptioners.
right of redemption at the same
time: If there are co-owners:
a. The owner of the adjoining land of  the right of redemption of the co-
smaller area shall be preferred; and owners excludes that of
b. Should both lands have the same adjoining owners.
area, the one who first requested
redemption.

REDEMPTION AND PRE-

EMPTION OF URBAN
LAND; REQUISITES: