Tiêu đề Comments and Cases on Sales and Lease- De Leon.pdf ✅

1 1 Part I SALES (Title VI, Arts. 1458-1637) INTRODUCTION Governing law. The provisions of the Code of Commerce relating to sales have been repealed by the Civil Code. (Art.* 2270[2].) Today, sales are governed by the provisions of the Civil Code on the subject. (Book IV, Title VI, Arts. 1458-1637.) The distinction between the so-called civil sales and commercial sales is eliminated. The provisions of the Civil Code on Obligations (Title I, Arts. 1156-1304.) and Contracts (Title II, Arts. 1305-1422.) are applica- ble to the contract of sale, but Articles 1458 to 1637 are special rules which are peculiar to sales alone. Sources of our law on sales. (1) The Philippine law on sales, as it exists today, is an admix- ture of civil law and common law principles. According to the Code Commission: “A majority of the provisions of the Uniform Sales Law which is in force in 31 States and Territories of the American Union have been adopted in the Civil Code with modifications to suit the principles of Philippine Law.” (Report of the Code Commission, p. 60.) *Unless otherwise indicated, refers to article in the Civil Code.
2 SALES In incorporating some provisions of the Uniform Sales Act of the United States, the Commission states: “This incorporation of a goodly number of American rules on sale of goods has been prompted by these reasons: (1) The present [old] Code does not solve questions aris- ing from certain present-day business practices. Among them are: the sale of “future goods” (Art. 1482.); sale of goods by description or by sample (Art. 1501.); when goods are deliv- ered “on sale or return” (Art. 1522.); sale of goods by negotia- tion or transfer of a document of title (Arts. 1527 to 1540.); and the rights of the unpaid seller of goods. (Arts. 1545 to 1555.)1 (2) The present Code fails to regulate many incidents and aspects of delivery and acceptance of goods, of warranty of title and against hidden defects, and of payment of the price. (3) It is probable that a considerable portion of the foreign trade of the Philippines will continue for many years with the United States. In order to lessen misunderstanding between the merchants on both sides of the Pacific, their transactions should, as far as possible, be governed by the same rules. This desirable condition will not only facilitate trade but will also perpetuate sentiments of esteem and goodwill between the two peoples. It is but a truism to say that fair and mutually beneficial trade incalculably enhances international friend- ship.” (Ibid., pp. 60-61.) (2) In addition: “The Title on ‘Sales’ has been enriched by the addition of new provisions based on the opinions of commentators (Arts. 1479, 1480, 1481, 1485, 1490, 1491, 1497, 1498, 1512, 1516, 1558, 1561, 1569, 1570, 1571.2 ) and on judicial decisions (Arts. 1486, 1487.3 ) and of new rules adopted with modifications to suit the philosophy and framework of Philippine Law, from the Uniform Sales Act of 1 The articles mentioned are now Arts. 1462, 1481, 1502, 1507-1520, 1525-1935, re- spectively, in the new Code. 2 Now, Arts. 1459, 1460, 1461, 1465, 1470, 1471, 1477, 1478, 1492, 1496, 1538, 1541, 1549, 1550, 1551, respectively. 3 Now, Arts. 1466, 1467, respectively.
3 the United States, Arts. 1482 to 1484, 1494, 1496, 1501, 1503, 1514, 1522 to 1526, 1527 to 1540, 1541 to 1543, 1545 to 1555, 1565, 1566, 1567, 1582 to 1585, 1602 to 1608, 1614 to 1617, 1618 to 1619, 16574 x x x.” Many of the original articles were also amended for clarifica- tion or improvement.” (Ibid., p. 141.) — oOo — 4 Now, Arts. 1462 to 1464, 1474, 1476, 1481, 1483, 1494, 1502-1506, 1507-1520, 1521- 1523, 1525-1535, 1545, 1546, 1547, 1562-1565, 1582-1586, 1594-1597, 1598-1599, 1637, re- spectively. INTRODUCTION
4 SALES Chapter 1 NATURE AND FORM OF THE CONTRACT ART. 1458. By the contract of sale one of the con- tracting parties obligates himself to transfer the own- ership of and to deliver a determinate thing, and the other to pay therefor a price certain in money or its equivalent. A contract of sale may be absolute or conditional. (1445a) Concept of contract of sale. The contract of sale is an agreement whereby one of the parties (called the seller or vendor) obligates himself to deliver something to the other (called the buyer or purchaser or vendee) who, on his part, binds himself to pay therefor a sum of money or its equivalent (known as the price). Under the Spanish Civil Code, the contract was referred to as a contract of “purchase and sale.” As every “sale” necessarily presupposes a “purchase,” this name was regarded as redundant. Hence, the name of Title VI has been simplified by calling it “sales” and the name of the contract has been changed for the same rea- son to “contract of sale.” (Report of the Code Commission, p. 141.) “It is required in the proposed Code that the seller trans- fers the ownership of the thing sold. (Arts. 1458, 1459, 1495, 1547.) In the present Code (Art. 1445.), his obligation is merely to deliver the thing, so that even if the seller is not the owner, he may validly sell, subject to the warranty (Art. 1474.) to maintain the buyer in the legal and peaceful possession of the 4