CHAPTER IV - OBLIGATIONS OF THE VENDOR CHAPTER 4 OBLIGATIONS OF THE VENDOR SECTION 1. - General Provisions Art, 1495, The vendor is bound to transfer the ownership of and deliver, as well as warrant the thing which is the object of the sale. Obligations of the vendor 1. To transfer ownership of the thing sold; 2. To deliver the thing; 3. To warrant the object sold against eviction and hidden defects; 4. To take care of the object sold pending delivery; and 5. To pay for the expenses for the execution and registration of the contract of sale unless there is a stipulation to the contrary. DELIVERY "Delivery" as used in the Law on Sales refers to the concurrent transfer of two things: (1) possession and (2) ownership. This is the rationale behind the jurisprudential doctrine that presumptive delivery via execution ofa public instrument is negated by the reality that the vendee actually failed to obtain material possession of the land subject of the sale.27 In the same vein, if the vendee is placed in actual possession of the property, but by agreement of the parties, ownership of the same is retained by the vendor until the vendee has fully paid the price, the mere transfer of the possession of the property subject of the sale is not the "delivery" contemplated in the Law on Sales or as used in Article 1543 of the Civil Code.t Purpose of delivery Under the Civil Code, ownership does not pass by mere stipulation but only by delivery. Manresa explains, "the delivery of the thing . . . signifies that title has passed from the seller to the buyer." According to Tolentino, the purpose of delivery is not only for the enjoyment of the thing but also a mode of acquiring dominion and determines the transmission of ownership, the birth of the real right. The delivery under any of the forms provided by Articles 1497 to 1505 of the Civil Code signifies that the transmission of ownership from vendor to vendee has taken place? Thus, ownership does not pass by mere stipulation but only by delivery. Manresa explains, “the delivery of the thing xxx signifies that title has passed from the seller to the buyer." Moreover, according to Tolentino, the purpose of delivery is not only for the enjoyment of the thing but also @ mode of acquiring dominion and determines the transmission of + Cebu Wintand Development Corporation vs. Ong Siau Hua, GR. No. 173215, May 21, 2009. + Cebu Winland Development Corporation vs. Ong Slau Hua, GR. No. 173215, May 21, 2009, 74CHAPTER IV - OBLIGATIONS OF THE VENDOR ownership, the birth of the real right. The delivery under any of the forms provided by Articles 1497 to 1505 of the Civil Code signifies that the transmission of ownership from vendor to vendee has taken place. Here, emphasis is placed on Article 1497 of the Civil Code, which contemplates what is known as real or actual delivery, when the thing sold is placed in the control and possession of the vendee. What is delivery? In Equatorial Realty Development, Inc. v. Mayfair Theater, Inc, the concept of “delivery” was elucidated, to wit: Delivery has been described as a composite act, a thing in which both parties must join and the minds of both parties concur. It is an act by which one party parts with the title to and the possession of the property, and the other acquires the right to and the possession of the same. In its natural sense, delivery means something in addition to the delivery of property or title; it means transfer of possession. In the Law on Sales, delivery may be either actual or constructive, but both forms of delivery contemplate "the absolute giving up of the control and custody of the property on the part of the vendor, and the assumption of the same by the vendee.”3 What is actual delivery? Actual delivery of a thing sold occurs when it is placed under the control and possession of the vendee.* Art. 1496. The ownership of the thing sold is acquired by the vendee from the moment it is delivered to him in any of the ways specified in Articles 1497 to 1501, or in any other manner signifying an agreement that the possession is transferred from the vendor to the vendee. General Rule: Ownership of the thing sold is acquired only upon its delivery, actual or contructive, to the buyer. 1. When the seller and the buyer agree that the ownership shall remain with the seller until the full payment of the purchase price; 2. Contract to sell; 3. Sale on approval, trial or satisfaction; and 4. Implied reservation of ownership. 2 NF Industrial Corporation vs. GAL Associated Brokerage and/or Gerardo Trinidad, G.R No. 178169, January 12,2015. ‘The Roman Catholic Church vs. Regino Pante, GR. No. 174118, April 11, 2012. 75CHAPTER IV - OBLIGATIONS OF THE VENDOR Payment is NOT essential to transfer of ownership ‘The Civil Code states that ownership of the thing sold is transferreq to the vendee upon the actual or constructive delivery of the same. And the thing is understood as delivered when it is placed in the control and possession of the vendee. Payment of the purchase price is not essential to the transfer of ownership as long as the property sold has been delivered; and such delivery (traditio) operated to divest the vendor of title to the property which may not be regained or recovered until and unless the contract is resolved or rescinded in accordance with law.5 Problem: By Deed of Sale, P sold an unregistered parcel of land to his brother R. R took initial steps to register the land but failed to complete the registration process, On November 26, 1992, P died single and without issue. She was survived by her siblings V, Q, and R. On November 22, 1995, V executed a public document entitled “Extrajudicial Settlement by Sole Heir and Sale" wherein he adjudicated exclusively unto himself the questioned lot and sold it to C. C subsequently caused the issuance of Tax Declaration No.002 in her own name. On February 5, 1996, R, by Deed of Sale of even date, sold the questioned lot to spouses H and W. Did P transfer the ownership of his land to R? Answer: When P sold to R by Deed of Absolute Sale the parcel of land of which the questioned lot formed part, ownership thereof was transferred | to the latter in accordance with Article 1496 of the Civil Code reading: ART. 1496. The ownership of the thing sold is acquired by the vendee from the moment it is delivered to him in any of the ways specified in articles 1497 to 1501, or in any other manner signifying an agreement that the possession is transferred from the vendor to the vendee. In relation to Article 1498 of the Civil Code reading: ART. 1498. When the sale is made through a public instrument, the execution thereof shall be equivalent to the delivery of the thing which is the object of the contract, if from the deed the contrary does not appear or cannot clearly be inferred. XXX The Deed of Absolute Sale in favor of R contains nothing contrary to an intent to transfer ownership. $5 Spouses Magdalino and Ceofe Baila vs Fe Bragat, (.R.No, 187013, April22, 2015. 76CHAPTER IV - OBLIGATIONS OF THE VENDOR When P died on November 26, 1992, she no longer owned the questioned lot and, therefore, her brother V could not have inherited it. « see Spouses Mario Ong and Maria Carmelita Ong and Demetro Verzano vs. Spouses ErgeliaOlasiman and ‘Leonardo Olasiman, GR. No. 162045, March 28, 2006. 7