Art. 1535. Subject to the provisions of this Title, the unpaid seller’s right of lien or stoppage in transitu is transitu is not aected by any sale, or other disposition of the goods hich the buyer !ay have !ade, unless the seller has assented thereto. "f, hoever, a negotiable docu!ent of title has been issued for goods, no seller’s lien or right of stoppage in transitu shall defeat the right of any purchaser for value in good faith to ho! such docu!ent has been negotiated, hether such negotiation be prior or subse#uent to the noti$cation to the carrier, or other bailee ho issued such docu!ent, of the seller’s clai! to a lien or right of stoppage in transitu. transitu. %ect if &uyer 'as Already Sold the (oods
Generally, the unpaid seller’s right of LIEN or STOPPAGE IN TRANSITU reains e!en if the "uyer has sold or other#ise disposed of the goods$ %)ceptions*
%& )&
'hen the seller has gi!en his (onsent thereto$ 'hen the pur(haser or the "uyer is a pur(haser for value in good faith of a of title$ negotiable do(uent of title$ Art. 153+. The vendor is not bound to deliver the thing sold in case the vendee should lose the right to !ae use of the ter! as provided in article 11-. /hen Seller is 0ot &ound to eliver &ecause &uyer has 2ost the &ene$t of the Ter!
Under Art. 1198, the de"tor shall lose e!ery right to a*e use of the period+ a&'hen after the o"ligation has "een (ontra(ted, he "e(oes insol!ent, unless he gi!es a guaranty or se(urity for the de"ts"&'hen he does not furnish to the (reditor the guaranties #hi(h he has proised(& 'hen "y his o#n a(ts he has ipaired said guaranties guaranties or se(urities after their esta"lishent, and #hen through a fortuitous e!ent they disappear, unless he iediately gi!es ne# ones e.ually satisfa(toryd&'hen the de"tor !iolates any underta*ing, in (onsideration of #hi(h the (reditor agreed to the periode&'hen e& 'hen the de"tor attepts to a"s(ond$ "n the cases enu!erated, the vendor is not bound to deliver. %)a!ple
A pur(hased goods fro B$ A proised to gi!e (ertain se(urities, as a result of #hi(h, A #as gi!en one year #ithin #hi(h to pay$ A failed to gi!e the se(urities$ /an B "e (opelled to deli!er0 ANS.: No$ Of (ourse, if B B so desires, he ay !oluntarily deli!er$& Art. 153. The vendor is bound to deliver the thing sold and its accessions and accessories in the condition in hich they ere upon the perfection of the
Example of accession: 1ruits Example of accessories: In the sale of a (ar, the 2a(* is (onsidered an a((essory$ uty to 4reserve
This arti(le ipli(itly reiterates the duty of the seller to PRESER3E$ Naturally, a fortuitous e!ent e4(uses the seller$ 5ut sin(e a fortuitous e!ent is ne!er presued, the loss of the property "e(ause of su(h e!ent is naturally to "e pro!ed "y the seller$ ight to the 6ruits
Although under the se(ond paragraph fruits shall pertain to the "uyer fro the date of perfe(tion, it is e!ident that a (ontrary stipulation ay "e agreed upon, or a later date ay "e set$ The ter! 7fruits8 here includes natural, industrial and civil fruits. Art. 153. "n case of loss, deterioration or i!prove!ent of the thing before its delivery, the rules in article 11- shall be observed, the vendor being considered the debtor. %ect of 2oss, eterioration or "!prove!ent &efore elivery
This reiterates the rule that fro tie of perfe(tion to deli!ery, ris* is "orne "y the "uyer$ Article 11-
6'hen the (onditions ha!e "een iposed #ith the intention of suspending the ef7(a(y of an o"ligation to gi!e, the follo#ing rules shall "e o"ser!ed in (ase of the ipro!eent, loss or deterioration of the thing during the penden(y of the (ondition+ %&If the thing is lost #ithout the fault of the de"tor, the o"ligation shall "e e4tinguished)&If the thing is lost through the fault of the de"tor, he shall "e o"liged to pay daages- it is understood that the thing is lost #hen it perishes, or goes out of (oer(e, or disappears in su(h a #ay that its e4isten(e is un*no#n or it (annot "e re(o!ered8&
'hen the thing deteriorates #ithout the fault of the de"tor, the ipairent is to "e "orne "y the (reditor-
9&If it deteriorates through the fault of the de"tor, the (reditor ay (hoose "et#een the res(ission of the o"ligation and its ful7llent, #ith indenity for daages in either (ase:&If the thing is ipro!ed "y its nature, or "y tie, the ipro!eent shall inure to the "ene7t of the (reditor;& If it is ipro!ed at the e4pense of the de"tor, he shall ha!e no other right than that granted to the usufru(tuary$< Art. 153-. The obligation to deliver the thing sold includes that of placing in the control of the vendee all that is !entioned in the contract, in confor!ity ith the folloing rules.
than one:tenth of that stated. The sa!e shall be done, even hen the area is the sa!e, if any part of the i!!ovable is not of the #uality speci$ed in the contract. The rescission, in this case, shall only tae place at the ill of the vendee, hen the inferior value of the thing sold e)ceeds one:tenth of the price agreed upon. 0evertheless, if the vendee ould not have bought the i!!ovable had he non of its s!aller area or inferior #uality, he !ay rescind the sale. Sale of eal %state &y the ;nit
a&This refers to the sale of real estate "y the unit$ =en(e, if A "uys fro B a pie(e of land supposed to (ontain %,>>> s.uare eters at the rate of P%>,>>> per s.uare eter, "ut the land has only ?>> s.$$, the additional )>> ust "e gi!en to A should A deand the$ If this (annot "e done, A ay pay only P? illion for the ?>> s.$$& or res(ind the (ontra(t$ "&
If in the a"o!e e4aple, there are only @:> s.uare eters, (an A as* for res(ission0
ANS.: As a rule no, "e(ause the la(* is only :> s.uare eters$ The la(* ust "e at least %B%> of the area stated$& =o#e!er, if A #ould not ha!e "ought the land had he *no#n of its saller area, he ay res(ind the sale$ NOTE: The onetenth part referred to in the arti(le applies to %B%> of the area stated in the (ontra(t, not to %B%> of the true or a(tual area$ This is e!ident "e(ause of the #ording of the la# CC area 6stated$< ;nit 4rice
-+5>, 6eb. ?+, 1-1
If a (ontra(t is a 6 unit price contract< as distinguished fro a 6lup su (ontra(t<& payent #ill "e ade only on the "asis of (ontra(tual ites a(tually perfored, in a((ordan(e #ith the gi!en plans and spe(i7(ations$ In su(h a 6unit pri(e (ontra(t,< the aount agreed upon is generally erely an estiate, and ay "e redu(ed or in(reased depending upon the .uantities perfored ultiplied "y the unit pri(es pre!iously agreed upon$ 6or a 7unit price8 for!ula to be applied, there !ust be a stipulation to such eect. In(identally, a (ontra(tor ay not "e a#arded a (opensation for his ser!i(es, arising fro a pri(e ad2ustent due to inDation$ Art. 15>1. The provisions of the to preceding articles shall apply to judicial sales. The ule in @udicial Sales
Note that Arts$ %:9> and %:9% apply to 2udi(ial sales$ Art. 15>?. "n the sale of real estate, !ade for a lu!p su! and not at the
speci$ed in the contract9 and, should he not be able to do so, he shall suer a reduction in the price, in proportion to hat is lacing in the area or nu!ber, unless the contract is rescinded because the vendee does not accede to the failure to deliver hat has been stipulated. Sale for a 2u!p Su! (A Cuerpo Cierto)
=ere, the sale is ade for a lup su !a cuerpo cierto or por precio al"ado# not at the rate per unit$ %)a!ple
A "uys a pie(e of land fro B at the lup su of P%> illion$ In the (ontra(t, the area is stated to "e %,>>> s.uare eters$ The "oundaries are of (ourse entioned in the (ontra(t$ No# then it #as dis(o!ered that the land #ithin the "oundaries really (ontains %,:>> s.uare eters$ Is B "ound to deli!er the e4tra :>>0 ANS.: es$ 1urtherore, the pri(e should not "e in(reased$ This is so "e(ause B should deli!er all $hich are included in the boundaries $ If B does not deli!er the reaining ;>>, A has the right CC
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either to rescind the (ontra(t for the seller’s failure to deli!er #hat has "een stipulated, or
"&to pay a reduced proportional pri(e, naely )B8 of the original pri(e$ This is so "e(ause he really gets only )B8 of the land in(luded #ithin the "oundaries %,>>> s.$$ out of %,:>> s.$$&$ Another %)a!ple
A "uys a pie(e of land a cuerpo cierto for a lup su&$ The (ontra(t states a (ertain nu"er of s.uare eters "ut the land in(luded in the "oundaries happen to "e LESS$
a&
Is A entitled to res(ind0 ANS.: No$
"&Is A entitled to pay a redu(ed pri(e0 ANS.: No$
The /i!il /ode presues that the pur(haser had in ind a determinate piece of land and that he as(ertained its area and .uality "efore the (ontra(t #as perfe(ted$ If he did not do so, or if ha!ing done so, he ade no o"2e(tion and (onsented to the transa(tion, he (an "lae no one "ut hiself$ elivery of All the 2and "ncluded in the &oundaries
'hat is iportant is the deli!ery of all the land included in the boundaries: a&If this is done, there is (oplian(e #ith the (ontra(t and the greater or lesser area is iaterial$ So apply paragraph % of this arti(le$ "&
If this is not done, there is really no faithful (oplian(e #ith the (ontra(t and so paragraph ) should "e applied$ !A"arraga v. %a&' () *hil. (99#.
%ect of (ross istae
Regarding paragraph %, although ordinarily there (an "e no res(ission or redu(tion or
that the area has "een entioned in the (ontra(t erely for the purpose of des(ription$ 1ro the (ir(ustan(es that the defendant, "efore her pur(hase of the 7shpond, had "een in possession and (ontrol thereof for t#o years as a lessee, she (an rightly "e presued to ha!e a(.uired a good estiate of its !alue and area, and her su"se.uent pur(hase thereof ust ha!e "een preised on the *no#ledge of su(h !alue and area$ A((ordingly, she (annot no# "e heard to (lai a e.uita"le reau(tion in the pur(hase pri(e on the prete4t that the property is u(h less than she thought it #as$ eaning of 7ore or 2ess8
The phrase 6ore or less< or others of li*e iport added to a stateent of the .uantity, (an only "e (onsidered as (o!ering inconsiderable or small dierences one #ay or the other$ The use of su(h phrases in designating the .uantity (o!ers only a reasona"le e4(ess or de7(ien(y$ Art. 15>>. "f the sa!e thing should have been sold to dierent vendees, the onership shall be transferred to the person ho !ay have $rst taen possession thereof in good faith, if it should be !ovable property. Should it be i!!ovable property, the onership shall belong to the person ac#uiring it ho in good faith $rst recorded it in the egistry of 4roperty. Should there be no inscription, the onership shall pertain to the person ho in good faith as $rst in the possession9 and in the absence thereof, to the person ho presents the oldest title, provided there is good faith.
*ersonal property CC possessor in good faith$
a& "&
Real property F
%&
registrant in good faith2
)& possessor in good faith2 8& person #ith the oldest title in good faith. NOTE:
!a#3egistration here re.uires a(tual re(ording+ hen(e, if the property #as ne!er really registered as #hen the registrar forgot to do so although he has "een handed the do(uent, there is no registration$ !*o Sun 4un v. *rice' (, *hil. 19)#. The rule as to registration (o!ers all *inds of io!a"les, in(luding land, and a*es no distin(tion as to #hether the io!a"le is registered under the Land Registration La# #ith therefore a Torrens Title& or not so registered$ 5ut insofar as said registered lands are (on(erned, Art$ %:99 is in perfe(t a((ord #ith the Land Registration A(t, Se($ :> of #hi(h pro!ides that no deed, ortgage, lease, or other !oluntary instruent e4(ept a #ill, purporting to (on!ey or to ae(t registered land shall ta*e ee(t as a (on!ey an(e or "ind the land until the registration of su(h deed or instruent$ !3evilla' et al. v. %alinde"' 599,/' 6ar. 7/' 19-/#. Thus, as to lands, (o!ered "y a Torrens /erti7(ate of Title, a deed of sale is (onsidered registered fro the oent it is entered or re(orded in the entry or day "oo* of the Register of Heeds$ !5evin v. Bass' 5,7,/' 6a& )(' 19()' reversing Bass v. e la 3ama' 1 0.%. 889#. If the land is registered under the Land Registration A(t and has therefore a Torrens Title&, and it is sold "ut the su"se.uent sale is registered not under the Land Registration A(t "ut under A(t 8899, as aended, su(h sale is not (onsidered REGISTEREH, as the ter is used under Art$ %:99 . A ere anotacion preventiva pre!enti!e pre(autionary noti(e& is not e.ui!alent to registration, unless #ithin 8> days thereafter there is ade an a(tual
!c# Title in this Arti(le eans title "e(ause of the sale, and not any other title or ode of a(.uiring property$ =en(e, as "et#een a "uyerpossessor #hose possession has ripened to o#nership "e(ause of prescription' and a registrant in good faith, the possessoro#ner is naturally preferred$ !5ichauco v. Berenguer' 79 *hil. -,)#. !d# Note that in all the rules there ust "e good faith- other#ise, the order of preferen(e does not apply$ !3omeo *a&lago and 3osario inaandal v. ' 19-8#. A pur(haser in good faith is one #ho "uys the property of another #ithout noti(e that soe other person has a right to, or interest in su(h property, and pays a full and fair pri(e for the sae, at the tie of su(h pur(hase, or "efore he has noti(e of the (lai or interest of soe other person in the property$ !=ui and +oven v. ?enson' (1 *hil. -1)2
Good faith, ho#e!er, is presued$ !Emus v. e u"uarregui' (7 *hil. 19>#. In order that a pur(haser of land #ith a Torrens Title ay "e (onsidered as a pur(haser in good faith, it is enough that he e4aines the latest (erti7(ate of title #hi(h, in this (ase, is that issued in the nae of the iediate transferor$ !?ernande" v. ;atigba da. de Salas' -9 *hil. >,,2 Clores' et al. v. *lasina' et al.' 5(>)>' Ceb. 1)' 19(,2 3evilla' et al. v. %alinde"' 5 99,/' 6ar. 7/' 19-/#. The pur(haser is not "ound "y the original (erti7(ate of title "ut only "y the (erti7(ate of title of the person fro #ho he has pur(hased the property$ !=aDas' et al. v. 4an =huan 5eong' et al.' 51,(9,' Nov. )9' 19-/#. =o#e!er, #here t#o (erti7(ates of title are issued to dierent persons (o!ering the sae land in #hole or in part, the earlier in date ust pre!ail as "et#een original parties, and in (ase of su((essi!e registrations, #here ore than one (erti 7(ate is issued o!er the land, the person holding under the prior (erti7(ate is entitled to the land as against the person #ho relies on the se(ond (erti7(ate$ The pur(haser fro the o#ner of the later (erti7(ate and his su((essors should resort to his !endor for redress, rather than olest the holder of the 7rst (erti7(ate and his su((essors, #ho should "e peritted to rest se(ure in their title$ !Celix de illa v. Anacleto 4rinidad' et al.' 5),918' 6ar. )/' 19-8' citing 5egarda v. Saleeb&' 71 *hil. (9/#. e!alate v. Tibe ( 5-51>, 6eb. ?5, 1-
'here the sae par(el of land #as allegedly sold to t#o dierent persons, Art$ %:99 #ill not apply, despite the fa(t that one deed of sale #as registered ahead of the other, if the deed 7rst registered is found to "e a forgery and, thus, the sale to the other !endee should pre!ail$ This Arti(le does not apply to su"se.uent udicial attachments' or executions #hi(h should not pre!ail o!er prior unregistered sales #here possession had already "een (on!eyed "y the e4e(ution of a pu"li( instruent !See Cabian v. Smith' Bell and =o.' 8 *hil. ,9-2 see also Aiten v. 5ao' 7- *hil. (1/# , nor to instan(es #here the dou"le sale #as not ade "y the sae person or his authoried agent !=arpio v. Exevea' 78 0.%. No. -(' p. 177-#, nor to one #here one sale #as an a"solute one "ut the other #as a pa(to de retro transa(tion #here the period to redee has not yet e4pired !See 4eodosio v. Sabala' et al.' 511())' +an. 71' 19(>#' nor to one #here one of the sales #as one su"2e(t to a suspensi!e (ondition #hi(h (ondition #as not (oplied #ith$ !6endo"a v. ;ala$' ,) *hil. )7-#. !e# The Arti(le, ho#e!er, applies to a dou"le donation !=agaoan v. =agaoan' ,7 *hil. ((,#
(on!enien(e !See Aiten v. 5ao' 7- *hil. (1/#2 in still another sense, it really reiterates the general rule in that insofar as inno(ent third persons are (on(erned, the registered o#ner in the (ase of real property& is still the o#ner, #ith po#er of disposition$ E, 6eb. ?>, 1-1
The se(ond "uyer of a par(el of land alleged that his pur(hase had "een ade in good faith, "e(ause he did not *no# it had "een pre!iously "ought "y another$ Is this enough to pro!e good faith in the pur(hase0 No, "e(ause he had *no#ledge of (ir(ustan(es #hi(h ought to ha!e put hi on in.uiry$ 1or instan(e, the 7rst "uyer #as already on the land #hen the se(ond "uyer (ae along$ The se(ond "uyer should ha!e in!estigated the nature of the 7rst "uyer’s possession$ Sin(e he failed to e4er(ise the ordinary (are e4pe(ted of a "uyer of real estate, he ust suer the (onse.uen(es$ "llustration of ules as to 4ersonal 4roperty
In the (ase of 4omasi v. illaAbrille' 5>,/,' Aug. )1' 19(8, the Surplus Property /oission sold to a "uyer 6all the o!a"le goods< in a "ase area in Guiuan, Saar$ The "uyer then iediately too* possession of all the o!a"le properties lo(ated #ithin the area$ Su"se.uently, ho#e!er, the /oission also sold to another the sae properties in the sae area$ The se(ond "uyer then led suit to ha!e hiself de(lared the o#ner of the properties entitled to the possession of the sae$ The Supree /ourt ruled in fa!or of the 7rst "uyer "e(ause it #as he #ho had 7rst ta*en possession in good faith of the properties$ "llustration of ules as to eal 4roperty
A sold land to B$ Su"se.uently, A sold the sae land to = #ho in good faith registered it in his nae$ 'ho should "e (onsidered the o#ner0 ANS.: = in !ie# of the registration in good faith$
CA=4S: A sold his land to t#o dierent parties at dierent ties, selling it 7rst to H under Original Torrens /erti7(ate of Title %>>$ H had this title (an(elled and a transfer /erti7(ate of Title #as issued in his nae$ Su"se.uently, A sold the sae land under a dierent /erti7(ate of Title to I $ 'hi(h of the t#o "uyers is to "e preferred0 ?E5: This is a (ase of dou"le sale, and (learly, H the 7rst "uyer #ho registered the land in his nae, ought to "e preferred$ Astorga v.
The se(ond "uyer of property real estate& is preferred o!er the 7rst "uyer if the se(ond "uyer #as the 7rst to register the property in good faith in the Registry of Heeds$ 4o Sun Tun v. 4rice 5> 4hil. 1-?
real property is 7rst sold to a person #ho only se(ures a re(eipt for the do(uent e!iden(ing the sale fro the of7(e of the register of deeds, and #here the pie(e of property is later sold to another person #ho re(ords his do(uents in the Registry of Heeds as pro!ided "y la#, and se(ures a Torrens Title the property "elongs to the latter$< NOTE: The ere presentation to the O(e of the Registry of a do(uent on #hi(h a(*no#ledgent of re(eipt is #ritten is not e.ui!alent to re(ording the property$ Es(ri(he says that registration in its 2uridi(al aspe(t ust "e understood as the entry ade in the "oo* or pu"li( registry of deeds$ Soler and =astillo say+
6Registration in general as the la# uses the #ord eans any entry ade in the "oo*s of the Registry, in(luding "oth registration in its ordinary and stri(t sense, and (an(ellation, annotation, and e!en the arginal notes$ In its stri(t a((eptation, it is the entry ade in the Registry #hi(h re(ords solenly and peranently the right of o#nership and other real rights$< !iccionario de 5egislacion ?ipotecaria & Notarial' ol. <<' p. 18(#. =ictoriano 'ernandeF v. acaria Catigba =iuda de Salas +- 4hil. >>
CA=4S: Leuterio sold in %@)) a par(el of registered land #ith a Torrens Title& to 3illanue!a$ The deed of sale #as ho#e!er never registered$ In %@);, a (reditor of Leuterio naed Salas Rodrigue sued Leuterio for re(o!ery of the de"t, and a #rit of e4e(ution #as le!ied on Leuterio’s land the sae lot that had "een sold to 3illanue!a&$ Salas Rodrigue did not *no# of this sale$ Upon the other hand, the le!y on e4e(ution #as duly registered$ One onth after this registration of the le!y, 3illanue!a led a third party (lai$ The !ery ne4t day, the e4e(ution sale #as ade and Salas Rodrigue #as the highest "idder$
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It is a #ellsettled rule that, #hen the property sold on e4e(ution is registered under the Torrens syste, registration is the operati!e a(t that gi!es !alidity to the transfer or (reates a lien on the land, and a pur(haser on e4e(ution sale, is not re.uired to go "ehind the registry to deterine the (onditions of the property$ Su(h pur(haser a(.uires su(h right, title, and interest as appearing on the (erti7(ate of title issued on the property, su"2e(t to no liens, en(u"ran(es or "urdens that are noted thereon$ 5e it o"ser!ed that 3illanue!a’s right #as ne!er registered nor annotated on the Torrens /erti7(ate$
"&The doctrine in +anci v. an-co (* 'hil. %*/) ' #hi(h purports to gi!e ee(t to all liens and en(u"ran(es e4isting prior to the e4e(ution sale of a property registered under the Torrens Syste e!en if su(h liens and en(u"ran(es are not noted in the (erti7(ate of title on the theory that if, for e4aple, a pre!ious sale had "een ade "y the registered o#ner, he (an no longer (on!ey #hat he does not ha!e& has "een A5ANHONEH "y the Supree /ourt$ !See *hilippine National Ban v. =amus' 5,-8>/' +un. )>' 19,/#. (& The only e4(eption to the rule enun(iated in a& is #here the pur(haser had *no#ledge, prior to or at the tie of the le!y, of su(h pre!ious lien or en(u"ran(e$ In su(h (ase, his *no#ledge is e.ui!alent to registration, and taints his pur(hase #ith "ad faith$ !%ustilo v. 6aravilla' ,8 *hil. ,,)2 5a Jrbana v. Bernardo' -) *hil. >9/2 )7 =.+. Sec. 81)2 *arsons ?ard$are =o. v. =ourt of Appeals' 5,-1,1#. 5ut if *no#ledge of any lien or en(u"ran(e upon the property is ac@uired after the le!y, the pur(haser
(onstituted ay !alidly "e fore(losed regardless of any e.uities that ay ha!e arisen after its (onstitution$ Duery
A sold a par(el of land #ith a Torrens Title to B on Man$ :$ A #ee* later, A sold the sae land to =$ Neither sale #as registered$ As soon as 5 learned of the sale in fa!or of =, he !B# registered an ad!erse (lai stating that he #as a*ing the (lai "e(ause the se(ond sale #as in fraud of his rights as 7rst "uyer$ Later, = registered the deed of sale that had "een ade in his fa!or$ 'ho is no# the o#ner CC B or =0 ANS.: = is (learly the o#ner, although he #as the se(ond "uyer$ This is so, not "e(ause of the registration of the sale itself "ut "e(ause of the AUTOATI/ registration in his fa!or (aused "y B’s *no#ledge of the rst sale a(tual *no#ledge "eing e.ui!alent to registration&$ The purpose of registration is to notify$ This noti (ation #as done "e(ause of B’s *no#ledge$ It is #rong to assert that B #as only trying to prote(t his right for there #as no more right to be protected $ =e should ha!e registered the sale 5E1ORE *no#ledge (ae to hi$ It is no# too late$ It is (lear fro this that #ith respe(t to the prin(iple 6a(tual *no#ledge is e.ui!alent to registration of the sale a"out #hi(h *no#ledge has "een o"tained< CC the *no#ledge ay "e that of either the 1IRST or the SE/ONH "uyer$ 4roble!
H orally appointed I as his agent to sell a par(el of land$ On Sept$ 8>, )>>9, I sold the land to A #ho forth#ith too* possession thereof$ It turned out, ho#e!er, that on Sept$ ):, )>>9, H #ithout inforing I , had already sold the sae land to B #ho up to no# has not yet ta*en possession thereof$ Neither A nor B has registered his pur(hase$ 'hose (ontra(t should pre!ail0 Reason$ ANS.: The (ontra(t of H #ith B #ill pre!ail, for he has title #hile A has no title$ It is true that A 7rst too* possession, "ut it should "e noted that the sale to A #as null and void, inasu(h as I ’s authority to sell the land #as not in #riting$ !Art. 18>,' =ivil =ode#.
Section 3 5. /here the obligation of either party to a contract of sale is subject to any condition hich is not perfor!ed, such party !ay refuse to proceed ith the contract or he !ay aive perfor!ance of the condition. "f the other party has pro!ised that the condition should happen or be perfor!ed, such $rst !entioned party !ay also treat the non:perfor!ance of the condition as a breach of arranty. /here the onership in the thing has not passed, the buyer, !ay treat the ful$ll!ent by the seller of his obligation to deliver the sa!e as described and as arranted e)pressly or by i!plication in the contract of sale as a condition of the obligation of the buyer to perfor! his pro!ise to accept and pay for the thing.
a&/onditions ay "e #ai!ed$ "&/onditions ay "e (onsidered as #arranties$
Art. 15>+. Any af$r!ation of fact or any pro!ise by the seller relating to the thing is an e)press arranty if the naturel tendency of such af$r!ation or pro!ise is to induce the buyer to purchase the sa!e, and if the buyer purchases the thing relying thereon. 0o af$r!ation of the value of the thing, nor any state!ent purporting to be a state!ent of the seller’s opinion only, shall be construed as a arranty, unless the seller !ade such af$r!ation or state!ent as an e)pert and it as relied upon by the buyer.
A good test+ a&If "uyer is ignorant, there is a #arranty$ "&If the "uyer is e4pe(ted to ha!e an opinion ANH the seller has no spe(ial opinion, there is no #arranty$ !Spencer ?eater =o. v. Abbot' 91 N.+.5(9,' 1/, Atl. 91#.
K NOTE: Express $arrant& de7ned F It is any af7ration of fa(t, or any proise "y the seller relating to the thing if the natural tenden(y of su(h af7ration or proise is to indu(e the "uyer to pur(hase the sae, and if the "uyer pur(hases the thing relying thereon$ !Art. 1(,-' 1st sentence#. It in(ludes all #arranties deri!ed fro the language of the (ontra(t, so long as the language is express. Thus, the #arranty ay ta*e the for of an af7ration, a proise or a representation$ !*arish v. ;ottho' 1)8 0re. ()7#.L K NOTE: If a pur(haser has aple opportunity to in!estigate the land "efore pur(hase, and the seller did not pre!ent su(h an in!estigation, and the pur(haser really in!estigates, then the pur(haser is not allo#ed after#ards to say that the !endor ade false representations to hi$ !A"arraga v. %a&' ( *hil. (99#.L %ect of ealer’s Tal
Healer’s tal* li*e 6e4(ellent,< (annot "e (onsidered as an e4press #arranty$ A little e4aggeration is apparently allo#ed "y the la# as a (on(ession to huan nature$ This is in a((ordan(e #ith the (i!il la# a4i simplex commendatio nonobligat or the prin(iple caveat emptor let the "uyer "e#are&$ ule /hen There "s 0o eliberate 2ie
'here it does not appear that the seller deli"erately !iolated the truth #hen he stated his "elief that there #ere a (ertain nu"er of (o(onut trees on the land, no a(tion #ill lie against hi$ !%ochangco v. ean' ,> *hil. -8>#.
Art. 15>. "n a contract of sale, unless a contrary inten:tion appears, there is* H1I An i!plied arranty on the part of the seller that he has a right to sell the thing at the ti!e hen the onership is to pass, and that the buyer shall fro! that ti!e have and enjoy the legal and peaceful possession of the thing9 H?I An i!plied arranty that the thing shall be free fro! any hidden faults or defects, or any charge or encu!:brance not declared or non to the buyer. This article shall not, hoever, be held to render liable a sheri, auctioneer, !ortgagee, pledgee or other person professing to sell by virtue of authority in fact or la, for the sale of a thing in hich a third person has a legal or e#uitable interest.
a&This Arti(le is fundaentally iportant$ "&A "uyer at a ta4 sale is supposed to ta*e all the (han(es "e(ause there is no #arranty on the part of the State !%ovMt v. Adriano' ,1 *hil. 11)1# and a sheri does not guarantee title to the property he sells$ !6un. of Alba& v. Benito' et al.' ,7 *hil. (>-#. (& In general, the a(tions "ased on the iplied #arranties pres(ri"e in %> years sin(e these o"ligations are iposed "y la#$ !See *hil. Nat. Ban v. 5asos' K=.A.L ,/ 0.%. KSupp. (L' p. 1/#. Spe(ial pro!isions, of (ourse, found in the su((eeding arti(les #ill naturally pre!ail$ epublic of the 4hils. v. 'on. ;!ali ( E+, Apr. 1E, 1--
If a person pur(hases a pie(e of land on the assuran(e that the seller’s title thereto is !alid, he should not run the ris* of "eing told later that his a(.uisition #as inee(tual after all$ The further (onse.uen(e #ould "e that land (onDi(ts (ould "e e!en ore nuerous and (ople4 than they are no# and possi"ly also ore a"rasi!e if not e!en !iolent$
Subsection 1 /AA0TJ "0 . %viction shall tae place henever by a $nal judg!ent based on a right prior to the sale or an act i!putable to the vendor, the vendee is deprived of the hole or of a part of the thing purchased. The vendor shall anser for the eviction even though nothing has been said in the contract on the subject. The contracting parties, hoever, !ay increase, di!in:ish, or suppress this legal obligation of the vendor.
a&The #arranty in (ase of e!i(tion is a natural eleent in the (ontra(t of sale- hen(e, the !endor ans#ers for e!i(tion e!en if the (ontra(t "e silent on this point$ "&The "uyer and the seller are, of (ourse, allo#ed to add to, su"tra(t fro, or suppress this legal o"ligation on the part of the seller$ Thus, it has "een held that the !endor’s lia"ility for #arranty against e!i(tion in a (ontra(t of sale is generall& #ai!a"le and ay "e renoun(ed "y the !endee$ !See Arts. 1(771-7,' =ivil =ode2 see also Anda&a v. 6anansala' 51,>1,' Apr. 7/' 19-/#. (& Although it is true that the go!ernent is not lia"le for the e!i(tion of the pur(haser at a ta4 sale !%ovMt. v. Adriano' supra#' still the o#ner of the property sold under e4e(ution at the instan(e of the 2udgent (reditor is lia"le for e!i(tion, unless other#ise de(reed in the 2udgent$ !Art. 1--)' =ivil =ode#. d&The "uyer is allo#ed to enfor(e the #arranty against the seller or against the sellers of his o#n iediate seller$ !e la 3iva v. Escobar' ( *hil. ),7#. e&E!en if the "uyer does not appeal fro a 2udgent ordering his e!i(tion and the 2udgent su"se.uently "e(oes nal, the seller is still lia"le for the e!i(tion$ !=ani"ares v. 4orreon' )1 *hil. 1)>#. f& E!en if it #as the "uyer #ho instituted the suit against the third person, still the seller #ould "e lia"le, if the "uyer is defeated$ 'hat is iportant is that the "uyer #as defeated$ !6anresa#. Seller’s 6ault
Generally, all rights a(.uired prior to the sale "y others (an "e iputed to the seller$ 5ut iputa"ility or fault is really iportant+ hen(e, seller is still lia"le e!en if the a(t "e ade after the sale$ Example: B "ought land fro S. B did not register$ = then "ought sae land fro S$ = registers$ B is defeated$ /an B hold S lia"le for the e!i(tion although =Ms right (ae after the sale to hi0 ANS.: es, "e(ause although it (ae after the sale yet it #as attri"uta"le to SMs o#n fault and "ad faith$ !6anresa#.
esponsibility of Seller
The seller is responsi"le for+ a&his o#n a(ts"&those of his prede(essorsininterest$ !6anresa#. =e is not responsi"le for dispossession due to+ a&a(ts iputa"le to the "uyer hiself"&fortuitous e!ents$ %ssential %le!ents for %viction
a&There is a 7nal 2udgent-
"& "&The pur(haser has "een depri!ed in #hole or in part of the thing sold(& (& The depri!ation #as "y !irtue of a right prior to the sale or one iputa"le to the seller& ee(ted "y the sellerd& d&The !endor has "een pre!iously noti ed of the (oplaint for e!i(tion at the instan(e of the pur(haser$ !Bautista' et al. v. 5asam' et al.' ,/ 0.%. No. 9' p. 18)( and =ani"ares 4iana v. 4orreon' )1 *hil. 1)>#. e& f& 4lainti in Suit g& !h# In general, it is only the "uyer in good faith #ho ay sue for the "rea(h of #arranty against e!i(tion$ If he *ne# of possi"le dangers, (han(es are that he assued the ris* of eviction. !Aspiras v. %aluan' K=.A.L (7 0.%. 88(,#. i& 2& efendant in Suit *& l& In a proper (ase, the suit for the "rea(h (an "e dire(ted only against the immediate seller, not sellers of the seller unless su(h sellers had proised to #arrant in fa!or of later "uyers !4S' ec. )-' 189-# or unless the iediate seller has e4pressly assigned to the "uyer his o#n right to sue his o#n seller$ !e la 3iva v. Escobar' (1 *hil. ),7#. & n& o& p& .& r& s& t& u& !& #& 4& y& & aa& a"& a(& ad&
Art. 15>-. The vendee need not appeal fro! the decision in order ae& that the vendor !ay beco!e liable for eviction. af&
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