Subject Matter

What can be the objects of a contract of sale?

1. Things which should be determinate as well as licit or lawful so as not to be contrary to public law, morals, public order, good customs and so forth. It must also be within the commerce of men or susceptible of appropriation and transmissible from one person to the other.

  • The thing must be determinate; specifically separated and particularly designated; determinable
  • The thing must be licit-must not be contrary to law, morals, good customs, public order or public policy; not outside the commerce of men and not impossible
  • The vendor must have the right to transfer ownership thereof, at the time it is delivered since delivery transfers ownership
  • The thing or object of sale may be presently existing or it may exist in the future provide in the latter case it has potential existence
  • The sole owner of the thing may sell an undivided interest therein.

2. Rights which can even be personal or not intransmissible. However there are objects which is by law prohibited to be sold such as those that involves transmissible rights like right to vote, right to public office and services

What are the goods which may be the objects of sale?

  1. Existing goods or those owned or already possessed by the seller
  2. Future goods or those which are still to be manufactured, raised or acquired. No contract may be entered into upon future inheritance except in cases expressly authorized by law.

Contract to Sell; Absolute Sale; Conditional Sale

1. What is a contract to sell?

A contract to sell is a kind of sale whereby payment of the contract price is made at some future date and that ownership of the property shall be retained by the owner until full payment thereof is made. It is a bilateral contract whereby the prospective seller binds himself to sell a thing to a prospective buyer upon the fulfillment of the payment of the price. The transfer of title to the buyer will only happen not by the fact of payment but by entering into another contract which is the contract of absolute sale. The prospective buyer reserves the ownership to the object which is the subject matter of the sale.

2. What is an absolute sale?

An absolute sale is defined as an agreement without any stipulated conditions to be complied by either the seller or buyer. It is where there are no other conditions which need to be fulfilled before the ownership of the thing sold be transferred. Mere delivery of the thing already passes the title to the buyer. The payment of the purchase price is not essential to transfer ownership, so long as the property has already been delivered. Non-payment would only give the seller the right to demand for the sum.

3. What is a conditional sale?

A conditional sale is a bilateral contract whereby the element of consent is present although conditioned upon the happening of a contingent event which may or may not occur. If the suspensive condition is fulfilled, the contract of sale is thereby perfected, such that if there had already been previous delivery of the property subject of the sale to the buyer, ownership thereto automatically transfers to the buyer by operation of law without any further act having to be performed by the seller.

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