TITLE VI SALES goods in the mass, and though the number, weight or

measure of the goods in the mass, and though the

number, weight or measure of the goods in the mass
CHAPTER 1 is undetermined. By such a sale the buyer becomes
Nature and Form of the Contract owner in common of such a share of the mass as the
number, weight or measure bought bears to the
Article 1458. By the contract of sale one of the number, weight or measure of the mass. If the mass
contracting parties obligates himself to transfer contains less than the number, weight or measure
the ownership and to deliver a determinate bought, the buyer becomes the owner of the whole
thing, and the other to pay therefor a price mass and the seller is bound to make good the
certain in money or its equivalent. deficiency from goods of the same kind and quality,
unless a contrary intent appears. (n)
A contract of sale may be absolute or conditional.
(1445a) Article 1465. Things subject to a resolutory
condition may be the object of the contract of sale.
Article 1459. The thing must be licit and the vendor (n)
must have a right to transfer the ownership thereof at
the time it is delivered. Article 1466. In construing a contract containing
(n) provisions characteristic of both the contract of sale
and of the contract of agency to sell, the essential
Article 1460. A thing is determinate when it is clauses of the whole instrument shall be considered.
particularly designated or physical segregated from (n)
all others of the same class.
Article 1467. A contract for the delivery at a certain
The requisite that a thing be determinate is price of an article which the vendor in the ordinary
satisfied if at the time the contract is entered into, course of his business manufactures or procures for
the thing is capable of being made determinate the general market, whether the same is on hand at
without the necessity of a new or further the time or not, is a contract of sale, but if the goods
agreement between the parties. (n) are to be manufactured specially for the customer
and upon his special order, and not for the general
Article 1461. Things having a potential existence market, it is a contract for a piece of work. (n)
may be the object of the contract of sale.
Article 1468. If the consideration of the contract
The efficacy of the sale of a mere hope or expectancy consists partly in money, and partly in another
is deemed subject to the condition that the thing will thing, the transaction shall be characterized by the
come into existence. manifest intention of the parties. If such intention
does not clearly appear, it shall be considered a
The sale of a vain hope or expectancy is void. (n) barter if the value of the thing given as a part of the
consideration exceeds the amount of the money or
Article 1462. The goods which form the subject of
its equivalent; otherwise, it is a sale. (1446a)
a contract of sale may be either existing goods,
owned or possessed by the seller, or goods to be Article 1469. In order that the price may be
manufactured, raised, or acquired by the seller after considered certain, it shall be sufficient that it be
the perfection of the contract of sale, in this Title so with reference to another thing certain, or that
called "future goods." the determination thereof be left to the judgment
of a special person or persons.
There may be a contract of sale of goods, whose
acquisition by the seller depends upon a contingency Should such person or persons be unable or
which may or may not happen. (n) unwilling to fix it, the contract shall be
inefficacious, unless the parties subsequently agree
Article 1463. The sole owner of a thing may sell an
upon the price.
undivided interest therein. (n)
If the third person or persons acted in bad faith or by
Article 1464. In the case of fungible goods, there
mistake, the courts may fix the price.
may be a sale of an undivided share of a specific
mass, though the seller purports to sell and the buyer Where such third person or persons are prevented
to buy a definite number, weight or measure of the from fixing the price or terms by fault of the seller

Page 1
or the buyer, the party not in fault may have such in other customary manner. Until such announcement
remedies against the party in fault as are allowed is made, any bidder may retract his bid; and the
the seller or the buyer, as the case may be. (1447a) auctioneer may withdraw the goods from the sale
Article 1470. Gross inadequacy of price does not unless the auction has been announced to be without
affect a contract of sale, except as it may indicate a reserve.
defect in the consent, or that the parties really
intended a donation or some other act or contract. (n) (3) A right to bid may be reserved expressly by or on
behalf of the seller, unless otherwise provided by law
Article 1471. If the price is simulated, the sale is or by stipulation.
void, but the act may be shown to have been in
reality a donation, or some other act or contract. (n) (4) Where notice has not been given that a sale by
auction is subject to a right to bid on behalf of the
Article 1472. The price of securities, grain, liquids, seller, it shall not be lawful for the seller to bid
and other things shall also be considered certain, himself or to employ or induce any person to bid at
when the price fixed is that which the thing sold such sale on his behalf or for the auctioneer, to
would have on a definite day, or in a particular employ or induce any person to bid at such sale on
exchange or market, or when an amount is fixed behalf of the seller or knowingly to take any bid from
above or below the price on such day, or in such the seller or any person employed by him. Any sale
exchange or market, provided said amount be certain. contravening this rule may be treated as fraudulent by
(1448) the buyer. (n)

Article 1473. The fixing of the price can never be left Article 1477. The ownership of the thing sold shall
to the discretion of one of the contracting parties. be transferred to the vendee upon the actual or
However, if the price fixed by one of the parties is constructive delivery thereof. (n)
accepted by the other, the sale is perfected. (1449a)
Article 1478. The parties may stipulate that
Article 1474. Where the price cannot be determined ownership in the thing shall not pass to the purchaser
in accordance with the preceding articles, or in any until he has fully paid the price. (n)
other manner, the contract is inefficacious. However,
if the thing or any part thereof has been delivered to Article 1479. A promise to buy and sell a
and appropriated by the buyer he must pay a determinate thing for a price certain is reciprocally
reasonable price therefor. What is a reasonable price demandable.
is a question of fact dependent on the circumstances
of each particular case. (n) An accepted unilateral promise to buy or to sell a
determinate thing for a price certain is binding upon
Article 1475. The contract of sale is perfected at the the promisor if the promise is supported by a
moment there is a meeting of minds upon the thing consideration distinct from the price. (1451a)
which is the object of the contract and upon the price.
Article 1480. Any injury to or benefit from the thing
From that moment, the parties may reciprocally sold, after the contract has been perfected, from the
demand performance, subject to the provisions of the moment of the perfection of the contract to the time
law governing the form of contracts. (1450a) of delivery, shall be governed by articles 1163 to
1165, and 1262. This rule shall apply to the sale of
Article 1476. In the case of a sale by auction: fungible things, made independently and for a single
price, or without consideration of their weight,
(1) Where goods are put up for sale by auction in
number, or measure.
lots, each lot is the subject of a separate contract of
sale. Should fungible things be sold for a price fixed
according to weight, number, or measure, the risk
(2) A sale by auction is perfected when the auctioneer
shall not be imputed to the vendee until they have
announces its perfection by the fall of the hammer, or
been weighed, counted, or measured and delivered,

Page 2
unless the latter has incurred in delay. (1452a) or rents paid shall not be returned to the vendee or
Article 1481. In the contract of sale of goods by lessee shall be valid insofar as the same may not be
description or by sample, the contract may be unconscionable under the circumstances. (n)
rescinded if the bulk of the goods delivered do not
correspond with the description or the sample, and if Article 1487. The expenses for the execution and
the contract be by sample as well as description, it is registration of the sale shall be borne by the vendor,
not sufficient that the bulk of goods correspond with unless there is a stipulation to the contrary. (1455a)
the sample if they do not also correspond with the
Article 1488. The expropriation of property for
description.
public use is governed by special laws. (1456)
The buyer shall have a reasonable opportunity of
comparing the bulk with the description or the
sample. (n) Article 1482. Whenever earnest money is
given in a contract of sale, it shall be considered as
part of the price and as proof of the perfection of the
contract. (1454a)

Article 1483. Subject to the provisions of the Statute

of Frauds and of any other applicable statute, a
contract of sale may be made in writing, or by word
of mouth, or partly in writing and partly by word of
mouth, or may be inferred from the conduct of the
parties. (n)

Article 1484. In a contract of sale of personal

property the price of which is payable in installments,
the vendor may exercise any of the following
remedies:

(1) Exact fulfillment of the obligation, should the

vendee fail to pay;

(2) Cancel the sale, should the vendee's failure to pay

cover two or more installments;

(3) Foreclose the chattel mortgage on the thing sold,

if one has been constituted, should the vendee's
failure to pay cover two or more installments. In this
case, he shall have no further action against the
purchaser to recover any unpaid balance of the price.
Any agreement to the contrary shall be void. (1454-
A-a)

Article 1485. The preceding article shall be applied

to contracts purporting to be leases of personal
property with option to buy, when the lessor has
deprived the lessee of the possession or enjoyment of
the thing. (1454-A-a)

Article 1486. In the case referred to in the two

preceding articles, a stipulation that the installments

Page 3
 jurisdiction or territory they exercise their respective
functions; this prohibition includes the act of
CHAPTER 2 acquiring by assignment and shall apply to lawyers,
with respect to the property and rights which may be
Capacity to Buy or Sell
the object of any litigation in which they may take
Article 1489. All persons who are authorized in this part by virtue of their profession;
Code to obligate themselves, may enter into a
(6) Any others specially disqualified by law. (1459a)
contract of sale, saving the modifications contained
in the following articles. Article 1492. The prohibitions in the two preceding
articles are applicable to sales in legal redemption,
Where necessaries are those sold and delivered to a
compromises and renunciations. (n)
minor or other person without capacity to act, he
must pay a reasonable price therefor. Necessaries are CHAPTER 3
those referred to in article 290. (1457a)
Effects of the Contract When the Thing Sold Has
Article 1490. The husband and the wife cannot sell Been Lost
property to each other, except:
Article 1493. If at the time the contract of sale is
(1) When a separation of property was agreed upon in perfected, the thing which is the object of the contract
the marriage settlements; or has been entirely lost, the contract shall be without
any effect.
(2) When there has been a judicial separation of
property under article 191. (1458a) But if the thing should have been lost in part only, the
vendee may choose between withdrawing from the
Article 1491. The following persons cannot acquire
contract and demanding the remaining part, paying
by purchase, even at a public or judicial auction,
its price in proportion to the total sum agreed upon.
either in person or through the mediation of another:
(1460a)
(1) The guardian, the property of the person or
Article 1494. Where the parties purport a sale of
persons who may be under his guardianship;
specific goods, and the goods without the knowledge
(2) Agents, the property whose administration or sale of the seller have perished in part or have wholly or
may have been entrusted to them, unless the consent in a material part so deteriorated in quality as to be
of the principal has been given; substantially changed in character, the buyer may at
his option treat the sale:
(3) Executors and administrators, the property of the
estate under administration; (1) As avoided; or

(4) Public officers and employees, the property of the (2) As valid in all of the existing goods or in so much
State or of any subdivision thereof, or of any thereof as have not deteriorated, and as binding the
government-owned or controlled corporation, or buyer to pay the agreed price for the goods in which
institution, the administration of which has been the ownership will pass, if the sale was divisible. (n)
entrusted to them; this provision shall apply to judges
and government experts who, in any manner
whatsoever, take part in the sale;

(5) Justices, judges, prosecuting attorneys, clerks of

superior and inferior courts, and other officers and
employees connected with the administration of
justice, the property and rights in litigation or levied
upon an execution before the court within whose

Page 4
 CHAPTER 4 use by the vendee of his rights, with the vendor's
consent, shall be understood as a delivery. (1464)
Obligations of the Vendor
Article 1502. When goods are delivered to the buyer
SECTION 1 "on sale or return" to give the buyer an option to
return the goods instead of paying the price, the
General Provisions
ownership passes to the buyer on delivery, but he
Article 1495. The vendor is bound to transfer the may revest the ownership in the seller by returning or
ownership of and deliver, as well as warrant the thing tendering the goods within the time fixed in the
which is the object of the sale. (1461a) contract, or, if no time has been fixed, within a
reasonable time. (n)
Article 1496. The ownership of the thing sold is
acquired by the vendee from the moment it is When goods are delivered to the buyer on approval or
delivered to him in any of the ways specified in on trial or on satisfaction, or other similar terms, the
articles 1497 to 1501, or in any other manner ownership therein passes to the buyer:
signifying an agreement that the possession is
(1) When he signifies his approval or acceptance to
transferred from the vendor to the vendee. (n)
the seller or does any other act adopting the
SECTION 2 transaction;

Delivery of the Thing Sold (2) If he does not signify his approval or acceptance
to the seller, but retains the goods without giving
Article 1497. The thing sold shall be understood as notice of rejection, then if a time has been fixed for
delivered, when it is placed in the control and the return of the goods, on the expiration of such
possession of the vendee. (1462a) time, and, if no time has been fixed, on the expiration
of a reasonable time. What is a reasonable time is a
Article 1498. When the sale is made through a public question of fact. (n)
instrument, the execution thereof shall be equivalent
to the delivery of the thing which is the object of the Article 1503. When there is a contract of sale of
contract, if from the deed the contrary does not specific goods, the seller may, by the terms of the
appear or cannot clearly be inferred. contract, reserve the right of possession or ownership
in the goods until certain conditions have been
With regard to movable property, its delivery may fulfilled. The right of possession or ownership may
also be made by the delivery of the keys of the place be thus reserved notwithstanding the delivery of the
or depository where it is stored or kept. (1463a) goods to the buyer or to a carrier or other bailee for
the purpose of transmission to the buyer.
Article 1499. The delivery of movable property may
likewise be made by the mere consent or agreement Where goods are shipped, and by the bill of lading
of the contracting parties, if the thing sold cannot be the goods are deliverable to the seller or his agent, or
transferred to the possession of the vendee at the time to the order of the seller or of his agent, the seller
of the sale, or if the latter already had it in his thereby reserves the ownership in the goods. But, if
possession for any other reason. (1463a) except for the form of the bill of lading, the
ownership would have passed to the buyer on
Article 1500. There may also be tradition
shipment of the goods, the seller's property in the
constitutum possessorium. (n)
goods shall be deemed to be only for the purpose of
Article 1501. With respect to incorporeal property, securing performance by the buyer of his obligations
the provisions of the first paragraph of article 1498 under the contract.
shall govern. In any other case wherein said
Where goods are shipped, and by the bill of lading
provisions are not applicable, the placing of the titles
the goods are deliverable to order of the buyer or of
of ownership in the possession of the vendee or the

Page 5
his agent, but possession of the bill of lading is Nothing in this Title, however, shall affect:
retained by the seller or his agent, the seller thereby
reserves a right to the possession of the goods as (1) The provisions of any factors' act, recording laws,
against the buyer. or any other provision of law enabling the apparent
owner of goods to dispose of them as if he were the
Where the seller of goods draws on the buyer for the true owner thereof;
price and transmits the bill of exchange and bill of
lading together to the buyer to secure acceptance or (2) The validity of any contract of sale under
payment of the bill of exchange, the buyer is bound statutory power of sale or under the order of a court
to return the bill of lading if he does not honor the of competent jurisdiction;
bill of exchange, and if he wrongfully retains the bill
(3) Purchases made in a merchant's store, or in fairs,
of lading he acquires no added right thereby. If,
or markets, in accordance with the Code of
however, the bill of lading provides that the goods
Commerce and special laws. (n)
are deliverable to the buyer or to the order of the
buyer, or is indorsed in blank, or to the buyer by the Article 1506. Where the seller of goods has a
consignee named therein, one who purchases in good voidable title thereto, but his title has not been
faith, for value, the bill of lading, or goods from the avoided at the time of the sale, the buyer acquires a
buyer will obtain the ownership in the goods, good title to the goods, provided he buys them in
although the bill of exchange has not been honored, good faith, for value, and without notice of the
provided that such purchaser has received delivery of seller's defect of title. (n)
the bill of lading indorsed by the consignee named
therein, or of the goods, without notice of the facts Article 1507. A document of title in which it is stated
making the transfer wrongful. (n) that the goods referred to therein will be delivered to
the bearer, or to the order of any person named in
Article 1504. Unless otherwise agreed, the goods such document is a negotiable document of title. (n)
remain at the seller's risk until the ownership therein
is transferred to the buyer, but when the ownership Article 1508. A negotiable document of title may be
therein is transferred to the buyer the goods are at the negotiated by delivery:
buyer's risk whether actual delivery has been made or
not, except that: (1) Where by the terms of the document the carrier,
warehouseman or other bailee issuing the same
(1) Where delivery of the goods has been made to the undertakes to deliver the goods to the bearer; or
buyer or to a bailee for the buyer, in pursuance of the
contract and the ownership in the goods has been (2) Where by the terms of the document the carrier,
retained by the seller merely to secure performance warehouseman or other bailee issuing the same
by the buyer of his obligations under the contract, the undertakes to deliver the goods to the order of a
goods are at the buyer's risk from the time of such specified person, and such person or a subsequent
delivery; indorsee of the document has indorsed it in blank or
to the bearer.
(2) Where actual delivery has been delayed through
the fault of either the buyer or seller the goods are at Where by the terms of a negotiable document of title
the risk of the party in fault. (n) the goods are deliverable to bearer or where a
negotiable document of title has been indorsed in
Article 1505. Subject to the provisions of this Title, blank or to bearer, any holder may indorse the same
where goods are sold by a person who is not the to himself or to any specified person, and in such
owner thereof, and who does not sell them under case the document shall thereafter be negotiated only
authority or with the consent of the owner, the buyer by the endorsement of such indorsee. (n)
acquires no better title to the goods than the seller
had, unless the owner of the goods is by his conduct
precluded from denying the seller's authority to sell.

Page 6
Article 1509. A negotiable document of title may be Article 1513. A person to whom a negotiable
negotiated by the indorsement of the person to whose document of title has been duly negotiated acquires
order the goods are by the terms of the document thereby:
deliverable. Such indorsement may be in blank, to
bearer or to a specified person. If indorsed to a (1) Such title to the goods as the person negotiating
specified person, it may be again negotiated by the the document to him had or had ability to convey to a
indorsement of such person in blank, to bearer or to purchaser in good faith for value and also such title to
another specified person. Subsequent negotiations the goods as the person to whose order the goods
may be made in like manner. (n) were to be delivered by the terms of the document
had or had ability to convey to a purchaser in good
Article 1510. If a document of title which contains faith for value; and
an undertaking by a carrier, warehouseman or other
bailee to deliver the goods to bearer, to a specified (2) The direct obligation of the bailee issuing the
person or order of a specified person or which document to hold possession of the goods for him
contains words of like import, has placed upon it the according to the terms of the document as fully as if
words "not negotiable," "non-negotiable" or the like, such bailee had contracted directly with him. (n)
such document may nevertheless be negotiated by the
holder and is a negotiable document of title within
the meaning of this Title. But nothing in this Title Article 1514. A person to whom a document of title
contained shall be construed as limiting or defining has been transferred, but not negotiated, acquires
the effect upon the obligations of the carrier, thereby, as against the transferor, the title to the
warehouseman, or other bailee issuing a document of goods, subject to the terms of any agreement with the
title or placing thereon the words "not negotiable," transferor.
"non-negotiable," or the like. (n)
If the document is non-negotiable, such person also
Article 1511. A document of title which is not in acquires the right to notify the bailee who issued the
such form that it can be negotiated by delivery may document of the transfer thereof, and thereby to
be transferred by the holder by delivery to a acquire the direct obligation of such bailee to hold
purchaser or donee. A non-negotiable document possession of the goods for him according to the
cannot be negotiated and the indorsement of such a terms of the document.
document gives the transferee no additional right. (n)
Prior to the notification to such bailee by the
Article 1512. A negotiable document of title may be transferor or transferee of a non-negotiable document
negotiated: of title, the title of the transferee to the goods and the
right to acquire the obligation of such bailee may be
(1) By the owner thereof; or
defeated by the levy of an attachment of execution
(2) By any person to whom the possession or custody upon the goods by a creditor of the transferor, or by a
of the document has been entrusted by the owner, if, notification to such bailee by the transferor or a
by the terms of the document the bailee issuing the subsequent purchaser from the transferor of a
document undertakes to deliver the goods to the order subsequent sale of the goods by the transferor. (n)
of the person to whom the possession or custody of
Article 1515. Where a negotiable document of title is
the document has been entrusted, or if at the time of
transferred for value by delivery, and the indorsement
such entrusting the document is in such form that it
of the transferor is essential for negotiation, the
may be negotiated by delivery. (n)
transferee acquires a right against the transferor to
compel him to indorse the document unless a
contrary intention appears. The negotiation shall take
effect as of the time when the indorsement is actually
made. (n)

Page 7
Article 1516. A person who for value negotiates or goods until the document is surrendered to him or
transfers a document of title by indorsement or impounded by the court. (n)
delivery, including one who assigns for value a claim
secured by a document of title unless a contrary Article 1520. A creditor whose debtor is the owner
intention appears, warrants: of a negotiable document of title shall be entitled to
such aid from courts of appropriate jurisdiction by
(1) That the document is genuine; injunction and otherwise in attaching such document
or in satisfying the claim by means thereof as is
(2) That he has a legal right to negotiate or transfer it; allowed at law or in equity in regard to property
which cannot readily be attached or levied upon by
(3) That he has knowledge of no fact which would
ordinary legal process. (n)
impair the validity or worth of the document; and
Article 1521. Whether it is for the buyer to take
(4) That he has a right to transfer the title to the
possession of the goods or of the seller to send them
goods and that the goods are merchantable or fit for a
to the buyer is a question depending in each case on
particular purpose, whenever such warranties would
the contract, express or implied, between the parties.
have been implied if the contract of the parties had
Apart from any such contract, express or implied, or
been to transfer without a document of title the goods
usage of trade to the contrary, the place of delivery is
represented thereby. (n)
the seller's place of business if he has one, and if not
Article 1517. The indorsement of a document of title his residence; but in case of a contract of sale of
shall not make the indorser liable for any failure on specific goods, which to the knowledge of the parties
the part of the bailee who issued the document or when the contract or the sale was made were in some
previous indorsers thereof to fulfill their respective other place, then that place is the place of delivery.
obligations. (n)
Where by a contract of sale the seller is bound to
Article 1518. The validity of the negotiation of a send the goods to the buyer, but no time for sending
negotiable document of title is not impaired by the them is fixed, the seller is bound to send them within
fact that the negotiation was a breach of duty on the a reasonable time.
part of the person making the negotiation, or by the
Where the goods at the time of sale are in the
fact that the owner of the document was deprived of
possession of a third person, the seller has not
the possession of the same by loss, theft, fraud,
fulfilled his obligation to deliver to the buyer unless
accident, mistake, duress, or conversion, if the person
and until such third person acknowledges to the
to whom the document was negotiated or a person to
buyer that he holds the goods on the buyer's behalf.
whom the document was subsequently negotiated
paid value therefor in good faith without notice of the Demand or tender of delivery may be treated as
breach of duty, or loss, theft, fraud, accident, mistake, ineffectual unless made at a reasonable hour. What is
duress or conversion. (n) a reasonable hour is a question of fact.

Article 1519. If goods are delivered to a bailee by the Unless otherwise agreed, the expenses of and
owner or by a person whose act in conveying the title incidental to putting the goods into a deliverable state
to them to a purchaser in good faith for value would must be borne by the seller. (n)
bind the owner and a negotiable document of title is
issued for them they cannot thereafter, while in Article 1522. Where the seller delivers to the buyer a
possession of such bailee, be attached by garnishment quantity of goods less than he contracted to sell, the
or otherwise or be levied under an execution unless buyer may reject them, but if the buyer accepts or
the document be first surrendered to the bailee or its retains the goods so delivered, knowing that the seller
negotiation enjoined. The bailee shall in no case be is not going to perform the contract in full, he must
compelled to deliver up the actual possession of the pay for them at the contract rate. If, however, the
buyer has used or disposed of the goods delivered

Page 8
before he knows that the seller is not going to and, if the seller fails to do so, the goods shall be
perform his contract in full, the buyer shall not be deemed to be at his risk during such transit. (n)
liable for more than the fair value to him of the goods
so received. Article 1524. The vendor shall not be bound to
deliver the thing sold, if the vendee has not paid him
Where the seller delivers to the buyer a quantity of the price, or if no period for the payment has been
goods larger than he contracted to sell, the buyer may fixed in the contract. (1466)
accept the goods included in the contract and reject
the rest. If the buyer accepts the whole of the goods Article 1525. The seller of goods is deemed to be an
so delivered he must pay for them at the contract rate. unpaid seller within the meaning of this Title:

Where the seller delivers to the buyer the goods he (1) When the whole of the price has not been paid or
contracted to sell mixed with goods of a different tendered;
description not included in the contract, the buyer
(2) When a bill of exchange or other negotiable
may accept the goods which are in accordance with
instrument has been received as conditional payment,
the contract and reject the rest.
and the condition on which it was received has been
In the preceding two paragraphs, if the subject matter broken by reason of the dishonor of the instrument,
is indivisible, the buyer may reject the whole of the the insolvency of the buyer, or otherwise.
goods.
In articles 1525 to 1535 the term "seller" includes an
The provisions of this article are subject to any usage agent of the seller to whom the bill of lading has been
of trade, special agreement, or course of dealing indorsed, or a consignor or agent who has himself
between the parties. (n) paid, or is directly responsible for the price, or any
other person who is in the position of a seller. (n)
Article 1523. Where, in pursuance of a contract of
sale, the seller is authorized or required to send the Article 1526. Subject to the provisions of this Title,
goods to the buyer, delivery of the goods to a carrier, notwithstanding that the ownership in the goods may
whether named by the buyer or not, for the purpose have passed to the buyer, the unpaid seller of goods,
of transmission to the buyer is deemed to be a as such, has:
delivery of the goods to the buyer, except in the cases
(1) A lien on the goods or right to retain them for the
provided for in article 1503, first, second and third
price while he is in possession of them;
paragraphs, or unless a contrary intent appears.
(2) In case of the insolvency of the buyer, a right of
Unless otherwise authorized by the buyer, the seller
stopping the goods in transitu after he has parted with
must make such contract with the carrier on behalf of
the possession of them;
the buyer as may be reasonable, having regard to the
nature of the goods and the other circumstances of (3) A right of resale as limited by this Title;
the case. If the seller omit so to do, and the goods are
lost or damaged in course of transit, the buyer may (4) A right to rescind the sale as likewise limited by
decline to treat the delivery to the carrier as a this Title.
delivery to himself, or may hold the seller responsible
in damages. Where the ownership in the goods has not passed to
the buyer, the unpaid seller has, in addition to his
Unless otherwise agreed, where goods are sent by the other remedies a right of withholding delivery similar
seller to the buyer under circumstances in which the to and coextensive with his rights of lien and
seller knows or ought to know that it is usual to stoppage in transitu where the ownership has passed
insure, the seller must give such notice to the buyer to the buyer. (n)
as may enable him to insure them during their transit,

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Article 1527. Subject to the provisions of this Title, Article 1531. Goods are in transit within the meaning
the unpaid seller of goods who is in possession of of the preceding article:
them is entitled to retain possession of them until
payment or tender of the price in the following cases, (1) From the time when they are delivered to a carrier
namely: by land, water, or air, or other bailee for the purpose
of transmission to the buyer, until the buyer, or his
(1) Where the goods have been sold without any agent in that behalf, takes delivery of them from such
stipulation as to credit; carrier or other bailee;

(2) Where the goods have been sold on credit, but the (2) If the goods are rejected by the buyer, and the
term of credit has expired; carrier or other bailee continues in possession of
them, even if the seller has refused to receive them
(3) Where the buyer becomes insolvent. back.

The seller may exercise his right of lien Goods are no longer in transit within the meaning of
notwithstanding that he is in possession of the goods the preceding article:
as agent or bailee for the buyer. (n)
(1) If the buyer, or his agent in that behalf, obtains
Article 1528. Where an unpaid seller has made part delivery of the goods before their arrival at the
delivery of the goods, he may exercise his right of appointed destination;
lien on the remainder, unless such part delivery has
been made under such circumstances as to show an (2) If, after the arrival of the goods at the appointed
intent to waive the lien or right of retention. (n) destination, the carrier or other bailee acknowledges
to the buyer or his agent that he holds the goods on
Article 1529. The unpaid seller of goods loses his his behalf and continues in possession of them as
lien thereon: bailee for the buyer or his agent; and it is immaterial
that further destination for the goods may have been
(1) When he delivers the goods to a carrier or other
indicated by the buyer;
bailee for the purpose of transmission to the buyer
without reserving the ownership in the goods or the (3) If the carrier or other bailee wrongfully refuses to
right to the possession thereof; deliver the goods to the buyer or his agent in that
behalf.
(2) When the buyer or his agent lawfully obtains
possession of the goods; If the goods are delivered to a ship, freight train,
truck, or airplane chartered by the buyer, it is a
(3) By waiver thereof.
question depending on the circumstances of the
The unpaid seller of goods, having a lien thereon, particular case, whether they are in the possession of
does not lose his lien by reason only that he has the carrier as such or as agent of the buyer.
obtained judgment or decree for the price of the
If part delivery of the goods has been made to the
goods. (n)
buyer, or his agent in that behalf, the remainder of the
Article 1530. Subject to the provisions of this Title, goods may be stopped in transitu, unless such part
when the buyer of goods is or becomes insolvent, the delivery has been under such circumstances as to
unpaid seller who has parted with the possession of show an agreement with the buyer to give up
the goods has the right of stopping them in transitu, possession of the whole of the goods. (n)
that is to say, he may resume possession of the goods
Article 1532. The unpaid seller may exercise his
at any time while they are in transit, and he will then
right of stoppage in transitu either by obtaining actual
become entitled to the same rights in regard to the
possession of the goods or by giving notice of his
goods as he would have had if he had never parted
claim to the carrier or other bailee in whose
with the possession. (n)
possession the goods are. Such notice may be given

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either to the person in actual possession of the goods The seller is bound to exercise reasonable care and
or to his principal. In the latter case the notice, to be judgment in making a resale, and subject to this
effectual, must be given at such time and under such requirement may make a resale either by public or
circumstances that the principal, by the exercise of private sale. He cannot, however, directly or
reasonable diligence, may prevent a delivery to the indirectly buy the goods. (n)
buyer.
Article 1534. An unpaid seller having the right of
When notice of stoppage in transitu is given by the lien or having stopped the goods in transitu, may
seller to the carrier, or other bailee in possession of rescind the transfer of title and resume the ownership
the goods, he must redeliver the goods to, or in the goods, where he expressly reserved the right to
according to the directions of, the seller. The do so in case the buyer should make default, or where
expenses of such delivery must be borne by the the buyer has been in default in the payment of the
seller. If, however, a negotiable document of title price for an unreasonable time. The seller shall not
representing the goods has been issued by the carrier thereafter be liable to the buyer upon the contract of
or other bailee, he shall not be obliged to deliver or sale, but may recover from the buyer damages for
justified in delivering the goods to the seller unless any loss occasioned by the breach of the contract.
such document is first surrendered for cancellation.
(n) The transfer of title shall not be held to have been
rescinded by an unpaid seller until he has manifested
Article 1533. Where the goods are of perishable by notice to the buyer or by some other overt act an
nature, or where the seller expressly reserves the right intention to rescind. It is not necessary that such overt
of resale in case the buyer should make default, or act should be communicated to the buyer, but the
where the buyer has been in default in the payment of giving or failure to give notice to the buyer of the
the price for an unreasonable time, an unpaid seller intention to rescind shall be relevant in any issue
having a right of lien or having stopped the goods in involving the question whether the buyer had been in
transitu may resell the goods. He shall not thereafter default for an unreasonable time before the right of
be liable to the original buyer upon the contract of rescission was asserted. (n)
sale or for any profit made by such resale, but may
recover from the buyer damages for any loss Article 1535. Subject to the provisions of this Title,
occasioned by the breach of the contract of sale. the unpaid seller's right of lien or stoppage in transitu
is not affected by any sale, or other disposition of the
Where a resale is made, as authorized in this article, goods which the buyer may have made, unless the
the buyer acquires a good title as against the original seller has assented thereto.
buyer.
If, however, a negotiable document of title has been
It is not essential to the validity of resale that notice issued for goods, no seller's lien or right of stoppage
of an intention to resell the goods be given by the in transitu shall defeat the right of any purchaser for
seller to the original buyer. But where the right to value in good faith to whom such document has been
resell is not based on the perishable nature of the negotiated, whether such negotiation be prior or
goods or upon an express provision of the contract of subsequent to the notification to the carrier, or other
sale, the giving or failure to give such notice shall be bailee who issued such document, of the seller's
relevant in any issue involving the question whether claim to a lien or right of stoppage in transitu. (n)
the buyer had been in default for an unreasonable
time before the resale was made. Article 1536. The vendor is not bound to deliver the
thing sold in case the vendee should lose the right to
It is not essential to the validity of a resale that notice make use of the terms as provided in article 1198.
of the time and place of such resale should be given (1467a)
by the seller to the original buyer.
Article 1537. The vendor is bound to deliver the
thing sold and its accessions and accessories in the

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condition in which they were upon the perfection of Article 1542. In the sale of real estate, made for a
the contract. lump sum and not at the rate of a certain sum for a
unit of measure or number, there shall be no increase
All the fruits shall pertain to the vendee from the day or decrease of the price, although there be a greater or
on which the contract was perfected. (1468a) less area or number than that stated in the contract.
Article 1538. In case of loss, deterioration or The same rule shall be applied when two or more
improvement of the thing before its delivery, the immovables as sold for a single price; but if, besides
rules in article 1189 shall be observed, the vendor mentioning the boundaries, which is indispensable in
being considered the debtor. (n) every conveyance of real estate, its area or number
should be designated in the contract, the vendor shall
Article 1539. The obligation to deliver the thing sold
be bound to deliver all that is included within said
includes that of placing in the control of the vendee
boundaries, even when it exceeds the area or number
all that is mentioned in the contract, in conformity
specified in the contract; and, should he not be able to
with the following rules:
do so, he shall suffer a reduction in the price, in
If the sale of real estate should be made with a proportion to what is lacking in the area or number,
statement of its area, at the rate of a certain price for a unless the contract is rescinded because the vendee
unit of measure or number, the vendor shall be does not accede to the failure to deliver what has
obliged to deliver to the vendee, if the latter should been stipulated. (1471)
demand it, all that may have been stated in the
Article 1543. The actions arising from articles 1539
contract; but, should this be not possible, the vendee
and 1542 shall prescribe in six months, counted from
may choose between a proportional reduction of the
the day of delivery. (1472a)
price and the rescission of the contract, provided that,
in the latter case, the lack in the area be not less than Article 1544. If the same thing should have been sold
one-tenth of that stated. to different vendees, the ownership shall be
transferred to the person who may have first taken
The same shall be done, even when the area is the
possession thereof in good faith, if it should be
same, if any part of the immovable is not of the
movable property.
quality specified in the contract.
Should it be immovable property, the ownership shall
The rescission, in this case, shall only take place at
belong to the person acquiring it who in good faith
the will of the vendee, when the inferior value of the
first recorded it in the Registry of Property.
thing sold exceeds one-tenth of the price agreed
upon. Should there be no inscription, the ownership shall
pertain to the person who in good faith was first in
Nevertheless, if the vendee would not have bought
the possession; and, in the absence thereof, to the
the immovable had he known of its smaller area of
person who presents the oldest title, provided there is
inferior quality, he may rescind the sale. (1469a)
good faith. (1473)
Article 1540. If, in the case of the preceding article,
there is a greater area or number in the immovable
than that stated in the contract, the vendee may
accept the area included in the contract and reject the
rest. If he accepts the whole area, he must pay for the
same at the contract rate. (1470a)

Article 1541. The provisions of the two preceding

articles shall apply to judicial sales. (n)

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 SECTION 3 SUBSECTION 1.

Conditions and Warranties Warranty in Case of Eviction

Article 1545. Where the obligation of either party to Article 1548. Eviction shall take place whenever by a
a contract of sale is subject to any condition which is final judgment based on a right prior to the sale or an
not performed, such party may refuse to proceed with act imputable to the vendor, the vendee is deprived of
the contract or he may waive performance of the the whole or of a part of the thing purchased. The
condition. If the other party has promised that the vendor shall answer for the eviction even though
condition should happen or be performed, such first nothing has been said in the contract on the subject.
mentioned party may also treat the nonperformance The contracting parties, however, may increase,
of the condition as a breach of warranty. diminish, or suppress this legal obligation of the
vendor. (1475a)
Where the ownership in the thing has not passed, the
buyer may treat the fulfillment by the seller of his Article 1549. The vendee need not appeal from the
obligation to deliver the same as described and as decision in order that the vendor may become liable
warranted expressly or by implication in the contract for eviction. (n)
of sale as a condition of the obligation of the buyer to
perform his promise to accept and pay for the thing. Article 1550. When adverse possession had been
(n) commenced before the sale but the prescriptive
period is completed after the transfer, the vendor
Article 1546. Any affirmation of fact or any promise shall not be liable for eviction. (n)
by the seller relating to the thing is an express
warranty if the natural tendency of such affirmation Article 1551. If the property is sold for nonpayment
or promise is to induce the buyer to purchase the of taxes due and not made known to the vendee
same, and if the buyer purchases the thing relying before the sale, the vendor is liable for eviction. (n)
thereon. No affirmation of the value of the thing, nor
Article 1552. The judgment debtor is also
any statement purporting to be a statement of the
responsible for eviction in judicial sales, unless it is
seller's opinion only, shall be construed as a
otherwise decreed in the judgment. (n)
warranty, unless the seller made such affirmation or
statement as an expert and it was relied upon by the Article 1553. Any stipulation exempting the vendor
buyer. (n) from the obligation to answer for eviction shall be
void, if he acted in bad faith. (1476)
Article 1547. In a contract of sale, unless a contrary
intention appears, there is: Article 1554. If the vendee has renounced the right to
warranty in case of eviction, and eviction should take
(1) An implied warranty on the part of the seller that
place, the vendor shall only pay the value which the
he has a right to sell the thing at the time when the
thing sold had at the time of the eviction. Should the
ownership is to pass, and that the buyer shall from
vendee have made the waiver with knowledge of the
that time have and enjoy the legal and peaceful
risks of eviction and assumed its consequences, the
possession of the thing;
vendor shall not be liable. (1477)
(2) An implied warranty that the thing shall be free
Article 1555. When the warranty has been agreed
from any hidden faults or defects, or any charge or
upon or nothing has been stipulated on this point, in
encumbrance not declared or known to the buyer.
case eviction occurs, the vendee shall have the right
This article shall not, however, be held to render to demand of the vendor:
liable a sheriff, auctioneer, mortgagee, pledgee, or
(1) The return of the value which the thing sold had
other person professing to sell by virtue of authority
at the time of the eviction, be it greater or less than
in fact or law, for the sale of a thing in which a third
the price of the sale;
person has a legal or equitable interest. (n)

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(2) The income or fruits, if he has been ordered to thereof, he may ask for the rescission of the contract,
deliver them to the party who won the suit against unless he should prefer the appropriate indemnity.
him; Neither right can be exercised if the non-apparent
burden or servitude is recorded in the Registry of
(3) The costs of the suit which caused the eviction, Property, unless there is an express warranty that the
and, in a proper case, those of the suit brought against thing is free from all burdens and encumbrances.
the vendor for the warranty;
Within one year, to be computed from the execution
(4) The expenses of the contract, if the vendee has of the deed, the vendee may bring the action for
paid them; rescission, or sue for damages.

(5) The damages and interests, and ornamental One year having elapsed, he may only bring an action
expenses, if the sale was made in bad faith. (1478) for damages within an equal period, to be counted
from the date on which he discovered the burden or
Article 1556. Should the vendee lose, by reason of
servitude. (1483a)
the eviction, a part of the thing sold of such
importance, in relation to the whole, that he would SUBSECTION 2.
not have bought it without said part, he may demand
the rescission of the contract; but with the obligation Warranty Against Hidden Defects of or
to return the thing without other encumbrances that Encumbrances Upon the Thing Sold
those which it had when he acquired it.
Article 1561. The vendor shall be responsible for
He may exercise this right of action, instead of warranty against the hidden defects which the thing
enforcing the vendor's liability for eviction. sold may have, should they render it unfit for the use
for which it is intended, or should they diminish its
The same rule shall be observed when two or more fitness for such use to such an extent that, had the
things have been jointly sold for a lump sum, or for a vendee been aware thereof, he would not have
separate price for each of them, if it should clearly acquired it or would have given a lower price for it;
appear that the vendee would not have purchased one but said vendor shall not be answerable for patent
without the other. (1479a) defects or those which may be visible, or for those
which are not visible if the vendee is an expert who,
Article 1557. The warranty cannot be enforced until
by reason of his trade or profession, should have
a final judgment has been rendered, whereby the
known them. (1484a)
vendee loses the thing acquired or a part thereof.
(1480) Article 1562. In a sale of goods, there is an implied
warranty or condition as to the quality or fitness of
Article 1558. The vendor shall not be obliged to
the goods, as follows:
make good the proper warranty, unless he is
summoned in the suit for eviction at the instance of (1) Where the buyer, expressly or by implication,
the vendee. (1481a) makes known to the seller the particular purpose for
which the goods are acquired, and it appears that the
Article 1559. The defendant vendee shall ask, within
buyer relies on the seller's skill or judgment (whether
the time fixed in the Rules of Court for answering the
he be the grower or manufacturer or not), there is an
complaint, that the vendor be made a co-defendant.
implied warranty that the goods shall be reasonably
(1482a)
fit for such purpose;
Article 1560. If the immovable sold should be
(2) Where the goods are brought by description from
encumbered with any non-apparent burden or
a seller who deals in goods of that description
servitude, not mentioned in the agreement, of such a
(whether he be the grower or manufacturer or not),
nature that it must be presumed that the vendee
there is an implied warranty that the goods shall be of
would not have acquired it had he been aware
merchantable quality. (n)

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Article 1563. In the case of contract of sale of a Article 1570. The preceding articles of this
specified article under its patent or other trade name, Subsection shall be applicable to judicial sales,
there is no warranty as to its fitness for any particular except that the judgment debtor shall not be liable for
purpose, unless there is a stipulation to the contrary. damages. (1489a)
(n)
Article 1571. Actions arising from the provisions of
Article 1564. An implied warranty or condition as to the preceding ten articles shall be barred after six
the quality or fitness for a particular purpose may be months, from the delivery of the thing sold. (1490)
annexed by the usage of trade. (n)
Article 1572. If two or more animals are sold
Article 1565. In the case of a contract of sale by together, whether for a lump sum or for a separate
sample, if the seller is a dealer in goods of that kind, price for each of them, the redhibitory defect of one
there is an implied warranty that the goods shall be shall only give rise to its redhibition, and not that of
free from any defect rendering them unmerchantable the others; unless it should appear that the vendee
which would not be apparent on reasonable would not have purchased the sound animal or
examination of the sample. (n) animals without the defective one.

Article 1566. The vendor is responsible to the vendee The latter case shall be presumed when a team, yoke
for any hidden faults or defects in the thing sold, even pair, or set is bought, even if a separate price has
though he was not aware thereof. been fixed for each one of the animals composing the
same. (1491)
This provision shall not apply if the contrary has been
stipulated, and the vendor was not aware of the Article 1573. The provisions of the preceding article
hidden faults or defects in the thing sold. (1485) with respect to the sale of animals shall in like
manner be applicable to the sale of other things.
Article 1567. In the cases of articles 1561, 1562, (1492)
1564, 1565 and 1566, the vendee may elect between
withdrawing from the contract and demanding a Article 1574. There is no warranty against hidden
proportionate reduction of the price, with damages in defects of animals sold at fairs or at public auctions,
either case. (1486a) or of live stock sold as condemned. (1493a)

Article 1568. If the thing sold should be lost in Article 1575. The sale of animals suffering from
consequence of the hidden faults, and the vendor was contagious diseases shall be void.
aware of them, he shall bear the loss, and shall be
obliged to return the price and refund the expenses of A contract of sale of animals shall also be void if the
the contract, with damages. If he was not aware of use or service for which they are acquired has been
them, he shall only return the price and interest stated in the contract, and they are found to be unfit
thereon, and reimburse the expenses of the contract therefor. (1494a)
which the vendee might have paid. (1487a)
Article 1576. If the hidden defect of animals, even in
Article 1569. If the thing sold had any hidden fault at case a professional inspection has been made, should
the time of the sale, and should thereafter be lost by a be of such a nature that expert knowledge is not
fortuitous event or through the fault of the vendee, sufficient to discover it, the defect shall be considered
the latter may demand of the vendor the price which as redhibitory.
he paid, less the value which the thing had when it
But if the veterinarian, through ignorance or bad faith
was lost.
should fail to discover or disclose it, he shall be liable
If the vendor acted in bad faith, he shall pay damages for damages. (1495)
to the vendee. (1488a)
Article 1577. The redhibitory action, based on the
faults or defects of animals, must be brought within

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forty days from the date of their delivery to the
vendee.

This action can only be exercised with respect to

faults and defects which are determined by law or by
local customs. (1496a)

Article 1578. If the animal should die within three

days after its purchase, the vendor shall be liable if
the disease which cause the death existed at the time
of the contract. (1497a)

Article 1579. If the sale be rescinded, the animal

shall be returned in the condition in which it was sold
and delivered, the vendee being answerable for any
injury due to his negligence, and not arising from the
redhibitory fault or defect. (1498)

Article 1580. In the sale of animals with redhibitory

defects, the vendee shall also enjoy the right
mentioned in article 1567; but he must make use
thereof within the same period which has been fixed
for the exercise of the redhibitory action. (1499)

Article 1581. The form of sale of large cattle shall be

governed by special laws. (n)

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 CHAPTER 5 marking the goods with the words "collect on
delivery," or otherwise, the buyer is not entitled to
Obligations of the Vendee examine the goods before the payment of the price, in
the absence of agreement or usage of trade permitting
Article 1582. The vendee is bound to accept delivery
such examination. (n)
and to pay the price of the thing sold at the time and
place stipulated in the contract. Article 1585. The buyer is deemed to have accepted
the goods when he intimates to the seller that he has
If the time and place should not have been stipulated,
accepted them, or when the goods have been
the payment must be made at the time and place of
delivered to him, and he does any act in relation to
the delivery of the thing sold. (1500a)
them which is inconsistent with the ownership of the
Article 1583. Unless otherwise agreed, the buyer of seller, or when, after the lapse of a reasonable time,
goods is not bound to accept delivery thereof by he retains the goods without intimating to the seller
installments. that he has rejected them. (n)

Where there is a contract of sale of goods to be Article 1586. In the absence of express or implied
delivered by stated instalments, which are to be agreement of the parties, acceptance of the goods by
separately paid for, and the seller makes defective the buyer shall not discharge the seller from liability
deliveries in respect of one or more instalments, or in damages or other legal remedy for breach of any
the buyer neglects or refuses without just cause to promise or warranty in the contract of sale. But, if,
take delivery of or pay for one or more instalments, it after acceptance of the goods, the buyer fails to give
depends in each case on the terms of the contract and notice to the seller of the breach in any promise of
the circumstances of the case, whether the breach of warranty within a reasonable time after the buyer
contract is so material as to justify the injured party knows, or ought to know of such breach, the seller
in refusing to proceed further and suing for damages shall not be liable therefor. (n)
for breach of the entire contract, or whether the
Article 1587. Unless otherwise agreed, where goods
breach is severable, giving rise to a claim for
are delivered to the buyer, and he refuses to accept
compensation but not to a right to treat the whole
them, having the right so to do, he is not bound to
contract as broken. (n)
return them to the seller, but it is sufficient if he
Article 1584. Where goods are delivered to the notifies the seller that he refuses to accept them. If he
buyer, which he has not previously examined, he is voluntarily constitutes himself a depositary thereof,
not deemed to have accepted them unless and until he he shall be liable as such. (n)
has had a reasonable opportunity of examining them
Article 1588. If there is no stipulation as specified in
for the purpose of ascertaining whether they are in
the first paragraph of article 1523, when the buyer's
conformity with the contract if there is no stipulation
refusal to accept the goods is without just cause, the
to the contrary.
title thereto passes to him from the moment they are
Unless otherwise agreed, when the seller tenders placed at his disposal. (n)
delivery of goods to the buyer, he is bound, on
Article 1589. The vendee shall owe interest for the
request, to afford the buyer a reasonable opportunity
period between the delivery of the thing and the
of examining the goods for the purpose of
payment of the price, in the following three cases:
ascertaining whether they are in conformity with the
contract. (1) Should it have been so stipulated;

Where goods are delivered to a carrier by the seller, (2) Should the thing sold and delivered produce fruits
in accordance with an order from or agreement with or income;
the buyer, upon the terms that the goods shall not be
delivered by the carrier to the buyer until he has paid
the price, whether such terms are indicated by

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(3) Should he be in default, from the time of judicial
or extrajudicial demand for the payment of the price.
(1501a)

Article 1590. Should the vendee be disturbed in the

possession or ownership of the thing acquired, or
should he have reasonable grounds to fear such
disturbance, by a vindicatory action or a foreclosure
of mortgage, he may suspend the payment of the
price until the vendor has caused the disturbance or
danger to cease, unless the latter gives security for
the return of the price in a proper case, or it has been
stipulated that, notwithstanding any such
contingency, the vendee shall be bound to make the
payment. A mere act of trespass shall not authorize
the suspension of the payment of the price. (1502a)

Article 1591. Should the vendor have reasonable

grounds to fear the loss of immovable property sold
and its price, he may immediately sue for the
rescission of the sale.

Should such ground not exist, the provisions of

article 1191 shall be observed. (1503)

Article 1592. In the sale of immovable property,

even though it may have been stipulated that upon
failure to pay the price at the time agreed upon the
rescission of the contract shall of right take place, the
vendee may pay, even after the expiration of the
period, as long as no demand for rescission of the
contract has been made upon him either judicially or
by a notarial act. After the demand, the court may not
grant him a new term. (1504a)

Article 1593. With respect to movable property, the

rescission of the sale shall of right take place in the
interest of the vendor, if the vendee, upon the
expiration of the period fixed for the delivery of the
thing, should not have appeared to receive it, or,
having appeared, he should not have tendered the
price at the same time, unless a longer period has
been stipulated for its payment. (1505)

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 CHAPTER 6 of a different amount, the difference between the
contract price and the market or current price at the
Actions for Breach of Contract of Sale of Goods time or times when the goods ought to have been
accepted, or, if no time was fixed for acceptance,
Article 1594. Actions for breach of the contract of
then at the time of the refusal to accept.
sale of goods shall be governed particularly by the
provisions of this Chapter, and as to matters not If, while labor or expense of material amount is
specifically provided for herein, by other applicable necessary on the part of the seller to enable him to
provisions of this Title. (n) fulfill his obligations under the contract of sale, the
buyer repudiates the contract or notifies the seller to
Article 1595. Where, under a contract of sale, the
proceed no further therewith, the buyer shall be liable
ownership of the goods has passed to the buyer and
to the seller for labor performed or expenses made
he wrongfully neglects or refuses to pay for the goods
before receiving notice of the buyer's repudiation or
according to the terms of the contract of sale, the
countermand. The profit the seller would have made
seller may maintain an action against him for the
if the contract or the sale had been fully performed
price of the goods.
shall be considered in awarding the damages. (n)
Where, under a contract of sale, the price is payable
Article 1597. Where the goods have not been
on a certain day, irrespective of delivery or of
delivered to the buyer, and the buyer has repudiated
transfer of title and the buyer wrongfully neglects or
the contract of sale, or has manifested his inability to
refuses to pay such price, the seller may maintain an
perform his obligations thereunder, or has committed
action for the price although the ownership in the
a breach thereof, the seller may totally rescind the
goods has not passed. But it shall be a defense to
contract of sale by giving notice of his election so to
such an action that the seller at any time before the
do to the buyer. (n)
judgment in such action has manifested an inability
to perform the contract of sale on his part or an Article 1598. Where the seller has broken a contract
intention not to perform it. to deliver specific or ascertained goods, a court may,
on the application of the buyer, direct that the
Although the ownership in the goods has not passed,
contract shall be performed specifically, without
if they cannot readily be resold for a reasonable price,
giving the seller the option of retaining the goods on
and if the provisions of article 1596, fourth
payment of damages. The judgment or decree may be
paragraph, are not applicable, the seller may offer to
unconditional, or upon such terms and conditions as
deliver the goods to the buyer, and, if the buyer
to damages, payment of the price and otherwise, as
refuses to receive them, may notify the buyer that the
the court may deem just. (n)
goods are thereafter held by the seller as bailee for
the buyer. Thereafter the seller may treat the goods as Article 1599. Where there is a breach of warranty by
the buyer's and may maintain an action for the price. the seller, the buyer may, at his election:
(n)
(1) Accept or keep the goods and set up against the
Article 1596. Where the buyer wrongfully neglects seller, the breach of warranty by way of recoupment
or refuses to accept and pay for the goods, the seller in diminution or extinction of the price;
may maintain an action against him for damages for
nonacceptance. (2) Accept or keep the goods and maintain an action
against the seller for damages for the breach of
The measure of damages is the estimated loss directly warranty;
and naturally resulting in the ordinary course of
events from the buyer's breach of contract. (3) Refuse to accept the goods, and maintain an
action against the seller for damages for the breach of
Where there is an available market for the goods in warranty;
question, the measure of damages is, in the absence
of special circumstances showing proximate damage

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(4) Rescind the contract of sale and refuse to receive
the goods or if the goods have already been received,
return them or offer to return them to the seller and
recover the price or any part thereof which has been
paid.

When the buyer has claimed and been granted a

remedy in anyone of these ways, no other remedy can
thereafter be granted, without prejudice to the
provisions of the second paragraph of article 1191.

Where the goods have been delivered to the buyer, he

cannot rescind the sale if he knew of the breach of
warranty when he accepted the goods without protest,
or if he fails to notify the seller within a reasonable
time of the election to rescind, or if he fails to return
or to offer to return the goods to the seller in
substantially as good condition as they were in at the
time the ownership was transferred to the buyer. But
if deterioration or injury of the goods is due to the
breach or warranty, such deterioration or injury shall
not prevent the buyer from returning or offering to
return the goods to the seller and rescinding the sale.

Where the buyer is entitled to rescind the sale and

elects to do so, he shall cease to be liable for the price
upon returning or offering to return the goods. If the
price or any part thereof has already been paid, the
seller shall be liable to repay so much thereof as has
been paid, concurrently with the return of the goods,
or immediately after an offer to return the goods in
exchange for repayment of the price.

Where the buyer is entitled to rescind the sale and

elects to do so, if the seller refuses to accept an offer
of the buyer to return the goods, the buyer shall
thereafter be deemed to hold the goods as bailee for
the seller, but subject to a lien to secure the payment
of any portion of the price which has been paid, and
with the remedies for the enforcement of such lien
allowed to an unpaid seller by article 1526.

(5) In the case of breach of warranty of quality, such

loss, in the absence of special circumstances showing
proximate damage of a greater amount, is the
difference between the value of the goods at the time
of delivery to the buyer and the value they would
have had if they had answered to the warranty. (n)

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 CHAPTER 7 Article 1604. The provisions of article 1602 shall
also apply to a contract purporting to be an absolute
Extinguishment of Sale sale. (n)

Article 1600. Sales are extinguished by the same Article 1605. In the cases referred to in articles 1602
causes as all other obligations, by those stated in the and 1604, the apparent vendor may ask for the
preceding articles of this Title, and by conventional reformation of the instrument. (n)
or legal redemption. (1506)
Article 1606. The right referred to in article 1601, in
SECTION 1 the absence of an express agreement, shall last four
years from the date of the contract.
Conventional Redemption
Should there be an agreement, the period cannot
Article 1601. Conventional redemption shall take
exceed ten years.
place when the vendor reserves the right to
repurchase the thing sold, with the obligation to However, the vendor may still exercise the right to
comply with the provisions of article 1616 and other repurchase within thirty days from the time final
stipulations which may have been agreed upon. judgment was rendered in a civil action on the basis
(1507) ARTICLE 1602. The contract shall be that the contract was a true sale with right to
presumed to be an equitable mortgage, in any of the repurchase. (1508a)
following cases:
Article 1607. In case of real property, the
(1) When the price of a sale with right to repurchase consolidation of ownership in the vendee by virtue of
is unusually inadequate; the failure of the vendor to comply with the
provisions of article 1616 shall not be recorded in the
(2) When the vendor remains in possession as lessee
Registry of Property without a judicial order, after the
or otherwise;
vendor has been duly heard. (n)
(3) When upon or after the expiration of the right to
Article 1608. The vendor may bring his action
repurchase another instrument extending the period
against every possessor whose right is derived from
of redemption or granting a new period is executed;
the vendee, even if in the second contract no mention
(4) When the purchaser retains for himself a part of should have been made of the right to repurchase,
the purchase price; without prejudice to the provisions of the Mortgage
Law and the Land Registration Law with respect to
(5) When the vendor binds himself to pay the taxes third persons. (1510)
on the thing sold;
Article 1609. The vendee is subrogated to the
(6) In any other case where it may be fairly inferred vendor's rights and actions. (1511)
that the real intention of the parties is that the
transaction shall secure the payment of a debt or the Article 1610. The creditors of the vendor cannot
performance of any other obligation. make use of the right of redemption against the
vendee, until after they have exhausted the property
In any of the foregoing cases, any money, fruits, or of the vendor. (1512)
other benefit to be received by the vendee as rent or
otherwise shall be considered as interest which shall Article 1611. In a sale with a right to repurchase, the
be subject to the usury laws. (n) vendee of a part of an undivided immovable who
acquires the whole thereof in the case of article 498,
Article 1603. In case of doubt, a contract purporting may compel the vendor to redeem the whole
to be a sale with right to repurchase shall be property, if the latter wishes to make use of the right
construed as an equitable mortgage. (n) of redemption. (1513)

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Article 1612. If several persons, jointly and in the Should there have been no fruits at the time of the
same contract, should sell an undivided immovable sale and some exist at the time of redemption, they
with a right of repurchase, none of them may exercise shall be prorated between the redemptioner and the
this right for more than his respective share. vendee, giving the latter the part corresponding to the
time he possessed the land in the last year, counted
The same rule shall apply if the person who sold an from the anniversary of the date of the sale. (1519a)
immovable alone has left several heirs, in which case
each of the latter may only redeem the part which he Article 1618. The vendor who recovers the thing sold
may have acquired. (1514) shall receive it free from all charges or mortgages
constituted by the vendee, but he shall respect the
Article 1613. In the case of the preceding article, the leases which the latter may have executed in good
vendee may demand of all the vendors or co-heirs faith, and in accordance with the custom of the place
that they come to an agreement upon the repurchase where the land is situated. (1520)
of the whole thing sold; and should they fail to do so,
the vendee cannot be compelled to consent to a SECTION 2
partial redemption. (1515)
Legal Redemption
Article 1614. Each one of the co-owners of an
undivided immovable who may have sold his share Article 1619. Legal redemption is the right to be
separately, may independently exercise the right of subrogated, upon the same terms and conditions
repurchase as regards his own share, and the vendee stipulated in the contract, in the place of one who
cannot compel him to redeem the whole property. acquires a thing by purchase or dation in payment, or
(1516) by any other transaction whereby ownership is
transmitted by onerous title. (1521a)
Article 1615. If the vendee should leave several
heirs, the action for redemption cannot be brought Article 1620. A co-owner of a thing may exercise the
against each of them except for his own share, right of redemption in case the shares of all the other
whether the thing be undivided, or it has been co-owners or of any of them, are sold to a third
partitioned among them. person. If the price of the alienation is grossly
excessive, the redemptioner shall pay only a
But if the inheritance has been divided, and the thing reasonable one.
sold has been awarded to one of the heirs, the action
for redemption may be instituted against him for the Should two or more co-owners desire to exercise the
whole. (1517) right of redemption, they may only do so in
proportion to the share they may respectively have in
Article 1616. The vendor cannot avail himself of the the thing owned in common. (1522a)
right of repurchase without returning to the vendee
the price of the sale, and in addition: Article 1621. The owners of adjoining lands shall
also have the right of redemption when a piece of
(1) The expenses of the contract, and any other rural land, the area of which does not exceed one
legitimate payments made by reason of the sale; hectare, is alienated, unless the grantee does not own
any rural land.
(2) The necessary and useful expenses made on the
thing sold. (1518) This right is not applicable to adjacent lands which
are separated by brooks, drains, ravines, roads and
Article 1617. If at the time of the execution of the other apparent servitudes for the benefit of other
sale there should be on the land, visible or growing estates.
fruits, there shall be no reimbursement for or
prorating of those existing at the time of redemption, If two or more adjoining owners desire to exercise
if no indemnity was paid by the purchaser when the the right of redemption at the same time, the owner of
sale was executed. the adjoining land of smaller area shall be preferred;

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and should both lands have the same area, the one
who first requested the redemption. (1523a)

ARTICLE 1622. Whenever a piece of urban land

which is so small and so situated that a major portion
thereof cannot be used for any practical purpose
within a reasonable time, having been bought merely
for speculation, is about to be re-sold, the owner of
any adjoining land has a right of pre-emption at a
reasonable price.

If the re-sale has been perfected, the owner of the

adjoining land shall have a right of redemption, also
at a reasonable price.

When two or more owners of adjoining lands wish to

exercise the right of pre-emption or redemption, the
owner whose intended use of the land in question
appears best justified shall be preferred. (n)

Article 1623. The right of legal pre-emption or

redemption shall not be exercised except within thirty
days from the notice in writing by the prospective
vendor, or by the vendor, as the case may be. The
deed of sale shall not be recorded in the Registry of
Property, unless accompanied by an affidavit of the
vendor that he has given written notice thereof to all
possible redemptioners.

The right of redemption of co-owners excludes that

of adjoining owners. (1524a)

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 CHAPTER 8 Article 1630. One who sells an inheritance without
enumerating the things of which it is composed, shall
Assignment of Credits and Other Incorporeal only be answerable for his character as an heir.
Rights (1531)
Article 1624. An assignment of creditors and other Article 1631. One who sells for a lump sum the
incorporeal rights shall be perfected in accordance whole of certain rights, rents, or products, shall
with the provisions of article 1475. (n) comply by answering for the legitimacy of the whole
in general; but he shall not be obliged to warrant each
Article 1625. An assignment of a credit, right or
of the various parts of which it may be composed,
action shall produce no effect as against third
except in the case of eviction from the whole or the
persons, unless it appears in a public instrument, or
part of greater value. (1532a)
the instrument is recorded in the Registry of Property
in case the assignment involves real property. (1526) Article 1632. Should the vendor have profited by
some of the fruits or received anything from the
Article 1626. The debtor who, before having
inheritance sold, he shall pay the vendee thereof, if
knowledge of the assignment, pays his creditor shall
the contrary has not been stipulated. (1533)
be released from the obligation. (1527)
Article 1633. The vendee shall, on his part,
Article 1627. The assignment of a credit includes all
reimburse the vendor for all that the latter may have
the accessory rights, such as a guaranty, mortgage,
paid for the debts of and charges on the estate and
pledge or preference. (1528)
satisfy the credits he may have against the same,
Article 1628. The vendor in good faith shall be unless there is an agreement to the contrary. (1534)
responsible for the existence and legality of the credit ARTICLE 1634. When a credit or other incorporeal
at the time of the sale, unless it should have been sold right in litigation is sold, the debtor shall have a right
as doubtful; but not for the solvency of the debtor, to extinguish it by reimbursing the assignee for the
unless it has been so expressly stipulated or unless price the latter paid therefor, the judicial costs
the insolvency was prior to the sale and of common incurred by him, and the interest on the price from
knowledge. the day on which the same was paid.

Even in these cases he shall only be liable for the A credit or other incorporeal right shall be considered
price received and for the expenses specified in No. 1 in litigation from the time the complaint concerning
of article 1616. the same is answered.

The vendor in bad faith shall always be answerable The debtor may exercise his right within thirty days
for the payment of all expenses, and for damages. from the date the assignee demands payment from
(1529) him. (1535)

Article 1629. In case the assignor in good faith Article 1635. From the provisions of the preceding
should have made himself responsible for the article shall be excepted the assignments or sales
solvency of the debtor, and the contracting parties made:
should not have agreed upon the duration of the
(1) To a co-heir or co-owner of the right assigned;
liability, it shall last for one year only, from the time
of the assignment if the period had already expired. (2) To a creditor in payment of his credit;

If the credit should be payable within a term or (3) To the possessor of a tenement or piece of land
period which has not yet expired, the liability shall which is subject to the right in litigation assigned.
cease one year after the maturity. (1530a) (1536)

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 CHAPTER 9

General Provisions

Article 1636. In the preceding articles in this Title

governing the sale of goods, unless the context or
subject matter otherwise requires:

(1) "Document of title to goods" includes any bill of

lading, dock warrant, "quedan," or warehouse receipt
or order for the delivery of goods, or any other
document used in the ordinary course of business in
the sale or transfer of goods, as proof of the
possession or control of the goods, or authorizing or
purporting to authorize the possessor of the document
to transfer or receive, either by indorsement or by
delivery, goods represented by such document.

"Goods" includes all chattels personal but not things

in action or money of legal tender in the Philippines.
The term includes growing fruits or crops.

"Order" relating to documents of title means an order

by indorsement on the documents.

"Quality of goods" includes their state or condition.

"Specific goods" means goods identified and agreed

upon at the time a contract of sale is made.

An antecedent or pre-existing claim, whether for

money or not, constitutes "value" where goods or
documents of title are taken either in satisfaction
thereof or as security therefor.

(2) A person is insolvent within the meaning of this

Title who either has ceased to pay his debts in the
ordinary course of business or cannot pay his debts as
they become due, whether insolvency proceedings
have been commenced or not.

(3) Goods are in a "deliverable state" within the

meaning of this Title when they are in such a state
that the buyer would, under the contract, be bound to
take delivery of them. (n)

Article 1637. The provisions of this Title are subject

to the rules laid down by the Mortgage Law and the
Land Registration Law with regard to immovable
property. (1537a)

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 TITLE VII

BARTER OR EXCHANGE

Article 1638. By the contract of barter or exchange

one of the parties binds himself to give one thing in
consideration of the other's promise to give another
thing. (1538a)

Article 1639. If one of the contracting parties, having

received the thing promised him in barter, should
prove that it did not belong to the person who gave it,
he cannot be compelled to deliver that which he
offered in exchange, but he shall be entitled to
damages. (1539a)

Article 1640. One who loses by eviction the thing

received in barter may recover that which he gave in
exchange with a right to damages, or he may only
demand an indemnity for damages. However, he can
only make use of the right to recover the thing which
he has delivered while the same remains in the
possession of the other party, and without prejudice
to the rights acquired in good faith in the meantime
by a third person. (1540a)

Article 1641. As to all matters not specifically

provided for in this Title, barter shall be governed by
the provisions of the preceding Title relating to sales.
(1541a)

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 TITLE VIII recorded, it shall not be binding upon third persons.
(1549a)
LEASE
Article 1649. The lessee cannot assign the lease
CHAPTER 1 without the consent of the lessor, unless there is a
stipulation to the contrary. (n)
General Provisions
Article 1650. When in the contract of lease of things
ARTICLE 1642. The contract of lease may be of
there is no express prohibition, the lessee may sublet
things, or of work and service. (1542)
the thing leased, in whole or in part, without
ARTICLE 1643. In the lease of things, one of the prejudice to his responsibility for the performance of
parties binds himself to give to another the enjoyment the contract toward the lessor. (1550)
or use of a thing for a price certain, and for a period
Article 1651. Without prejudice to his obligation
which may be definite or indefinite. However, no
toward the sublessor, the sublessee is bound to the
lease for more than ninety-nine years shall be valid.
lessor for all acts which refer to the use and
(1543a)
preservation of the thing leased in the manner
ARTICLE 1644. In the lease of work or service, one stipulated between the lessor and the lessee. (1551)
of the parties binds himself to execute a piece of
Article 1652. The sublessee is subsidiarily liable to
work or to render to the other some service for a price
the lessor for any rent due from the lessee. However,
certain, but the relation of principal and agent does
the sublessee shall not be responsible beyond the
not exist between them. (1544a)
amount of rent due from him, in accordance with the
ARTICLE 1645. Consumable goods cannot be the terms of the sublease, at the time of the extra-judicial
subject matter of a contract of lease, except when demand by the lessor.
they are merely to be exhibited or when they are
Payments of rent in advance by the sublessee shall be
accessory to an industrial establishment. (1545a)
deemed not to have been made, so far as the lessor's
CHAPTER 2 claim is concerned, unless said payments were
effected in virtue of the custom of the place. (1552a)
Lease of Rural and Urban Lands
Article 1653. The provisions governing warranty,
SECTION 1 contained in the Title on Sales, shall be applicable to
the contract of lease.
General Provisions
In the cases where the return of the price is required,
Article 1646. The persons disqualified to buy reduction shall be made in proportion to the time
referred to in articles 1490 and 1491, are also during which the lessee enjoyed the thing. (1553)
disqualified to become lessees of the things
mentioned therein. (n)

Article 1647. If a lease is to be recorded in the

Registry of Property, the following persons cannot
constitute the same without proper authority: the
husband with respect to the wife's paraphernal real
estate, the father or guardian as to the property of the
minor or ward, and the manager without special
power. (1548a)

Article 1648. Every lease of real estate may be

recorded in the Registry of Property. Unless a lease is

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 SECTION 2 and 1657, the aggrieved party may ask for the
rescission of the contract and indemnification for
Rights and Obligations of the Lessor and the damages, or only the latter, allowing the contract to
Lessee remain in force. (1556)
Article 1654. The lessor is obliged: Article 1660. If a dwelling place or any other
building intended for human habitation is in such a
(1) To deliver the thing which is the object of the
condition that its use brings imminent and serious
contract in such a condition as to render it fit for the
danger to life or health, the lessee may terminate the
use intended;
lease at once by notifying the lessor, even if at the
(2) To make on the same during the lease all the time the contract was perfected the former knew of
necessary repairs in order to keep it suitable for the the dangerous condition or waived the right to
use to which it has been devoted, unless there is a rescind the lease on account of this condition. (n)
stipulation to the contrary;
Article 1661. The lessor cannot alter the form of the
(3) To maintain the lessee in the peaceful and thing leased in such a way as to impair the use to
adequate enjoyment of the lease for the entire which the thing is devoted under the terms of the
duration of the contract. (1554a) lease. (1557a)

Article 1655. If the thing leased is totally destroyed Article 1662. If during the lease it should become
by a fortuitous event, the lease is extinguished. If the necessary to make some urgent repairs upon the thing
destruction is partial, the lessee may choose between leased, which cannot be deferred until the termination
a proportional reduction of the rent and a rescission of the lease, the lessee is obliged to tolerate the work,
of the lease. (n) although it may be very annoying to him, and
although during the same, he may be deprived of a
Article 1656. The lessor of a business or industrial part of the premises.
establishment may continue engaging in the same
business or industry to which the lessee devotes the If the repairs last more than forty days the rent shall
thing leased, unless there is a stipulation to the be reduced in proportion to the time - including the
contrary. (n) first forty days - and the part of the property of which
the lessee has been deprived.
Article 1657. The lessee is obliged:
When the work is of such a nature that the portion
(1) To pay the price of the lease according to the which the lessee and his family need for their
terms stipulated; dwelling becomes uninhabitable, he may rescind the
contract if the main purpose of the lease is to provide
(2) To use the thing leased as a diligent father of a a dwelling place for the lessee. (1558a)
family, devoting it to the use stipulated; and in the
absence of stipulation, to that which may be inferred Article 1663. The lessee is obliged to bring to the
from the nature of the thing leased, according to the knowledge of the proprietor, within the shortest
custom of the place; possible time, every usurpation or untoward act
which any third person may have committed or may
(3) To pay expenses for the deed of lease. (1555) be openly preparing to carry out upon the thing
leased.
Article 1658. The lessee may suspend the payment of
the rent in case the lessor fails to make the necessary He is also obliged to advise the owner, with the same
repairs or to maintain the lessee in peaceful and urgency, of the need of all repairs included in No. 2
adequate enjoyment of the property leased. (n) of article 1654.

Article 1659. If the lessor or the lessee should not

comply with the obligations set forth in articles 1654

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In both cases the lessee shall be liable for the The other terms of the original contract shall be
damages which, through his negligence, may be revived. (1566a)
suffered by the proprietor.
Article 1671. If the lessee continues enjoying the
If the lessor fails to make urgent repairs, the lessee, in thing after the expiration of the contract, over the
order to avoid an imminent danger, may order the lessor's objection, the former shall be subject to the
repairs at the lessor's cost. (1559a) responsibilities of a possessor in bad faith. (n)

Article 1664. The lessor is not obliged to answer for Article 1672. In case of an implied new lease, the
a mere act of trespass which a third person may cause obligations contracted by a third person for the
on the use of the thing leased; but the lessee shall security of the principal contract shall cease with
have a direct action against the intruder. respect to the new lease. (1567)

There is a mere act of trespass when the third person Article 1673. The lessor may judicially eject the
claims no right whatever. (1560a) lessee for any of the following causes:

Article 1665. The lessee shall return the thing leased, (1) When the period agreed upon, or that which is
upon the termination of the lease, as he received it, fixed for the duration of leases under articles 1682
save what has been lost or impaired by the lapse of and 1687, has expired;
time, or by ordinary wear and tear, or from an
inevitable cause. (1561a) (2) Lack of payment of the price stipulated;

Article 1666. In the absence of a statement (3) Violation of any of the conditions agreed upon in
concerning the condition of the thing at the time the the contract;
lease was constituted, the law presumes that the
(4) When the lessee devotes the thing leased to any
lessee received it in good condition, unless there is
use or service not stipulated which causes the
proof to the contrary. (1562)
deterioration thereof; or if he does not observe the
Article 1667. The lessee is responsible for the requirement in No. 2 of article 1657, as regards the
deterioration or loss of the thing leased, unless he use thereof.
proves that it took place without his fault. This
The ejectment of tenants of agricultural lands is
burden of proof on the lessee does not apply when
governed by special laws. (1569a)
the destruction is due to earthquake, flood, storm or
other natural calamity. (1563a) Article 1674. In ejectment cases where an appeal is
taken the remedy granted in article 539, second
Article 1668. The lessee is liable for any
paragraph, shall also apply, if the higher court is
deterioration caused by members of his household
satisfied that the lessee's appeal is frivolous or
and by guests and visitors. (1564a)
dilatory, or that the lessor's appeal is prima facie
Article 1669. If the lease was made for a determinate meritorious. The period of ten days referred to in said
time, it ceases upon the day fixed, without the need article shall be counted from the time the appeal is
of a demand. (1565) perfected. (n)

Article 1670. If at the end of the contract the lessee Article 1675. Except in cases stated in article 1673,
should continue enjoying the thing leased for fifteen the lessee shall have a right to make use of the
days with the acquiescence of the lessor, and unless a periods established in articles 1682 and 1687. (1570)
notice to the contrary by either party has previously
Article 1676. The purchaser of a piece of land which
been given, it is understood that there is an implied
is under a lease that is not recorded in the Registry of
new lease, not for the period of the original contract,
Property may terminate the lease, save when there is
but for the time established in articles 1682 and 1687.
a stipulation to the contrary in the contract of sale, or

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when the purchaser knows of the existence of the
lease.

If the buyer makes use of this right, the lessee may

demand that he be allowed to gather the fruits of the
harvest which corresponds to the current agricultural
year and that the vendor indemnify him for damages
suffered.

If the sale is fictitious, for the purpose of

extinguishing the lease, the supposed vendee cannot
make use of the right granted in the first paragraph of
this article. The sale is presumed to be fictitious if at
the time the supposed vendee demands the
termination of the lease, the sale is not recorded in
the Registry of Property. (1571a)

Article 1677. The purchaser in a sale with the right

of redemption cannot make use of the power to eject
the lessee until the end of the period for the
redemption. (1572)

Article 1678. If the lessee makes, in good faith,

useful improvements which are suitable to the use for
which the lease is intended, without altering the form
or substance of the property leased, the lessor upon
the termination of the lease shall pay the lessee one-
half of the value of the improvements at that time.
Should the lessor refuse to reimburse said amount,
the lessee may remove the improvements, even
though the principal thing may suffer damage
thereby. He shall not, however, cause any more
impairment upon the property leased than is
necessary.

With regard to ornamental expenses, the lessee shall

not be entitled to any reimbursement, but he may
remove the ornamental objects, provided no damage
is caused to the principal thing, and the lessor does
not choose to retain them by paying their value at the
time the lease is extinguished. (n)

Article 1679. If nothing has been stipulated

concerning the place and the time for the payment of
the lease, the provisions or article 1251 shall be
observed as regards the place; and with respect to the
time, the custom of the place shall be followed.
(1574)

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 SECTION 3 SECTION 4

Special Provisions for Leases of Rural Lands Special Provisions for the Lease of Urban Lands

Article 1680. The lessee shall have no right to a Article 1686. In default of a special stipulation, the
reduction of the rent on account of the sterility of the custom of the place shall be observed with regard to
land leased, or by reason of the loss of fruits due to the kind of repairs on urban property for which the
ordinary fortuitous events; but he shall have such lessor shall be liable. In case of doubt it is understood
right in case of the loss of more than one-half of the that the repairs are chargeable against him. (1580a)
fruits through extraordinary and unforeseen fortuitous
events, save always when there is a specific Article 1687. If the period for the lease has not been
stipulation to the contrary. fixed, it is understood to be from year to year, if the
rent agreed upon is annual; from month to month, if it
Extraordinary fortuitous events are understood to be: is monthly; from week to week, if the rent is weekly;
fire, war, pestilence, unusual flood, locusts, and from day to day, if the rent is to be paid daily.
earthquake, or others which are uncommon, and However, even though a monthly rent is paid, and no
which the contracting parties could not have period for the lease has been set, the courts may fix a
reasonably foreseen. (1575) longer term for the lease after the lessee has occupied
the premises for over one year. If the rent is weekly,
Article 1681. Neither does the lessee have any right the courts may likewise determine a longer period
to a reduction of the rent if the fruits are lost after after the lessee has been in possession for over six
they have been separated from their stalk, root or months. In case of daily rent, the courts may also fix
trunk. (1576) a longer period after the lessee has stayed in the place
for over one month. (1581a)
Article 1682. The lease of a piece of rural land, when
its duration has not been fixed, is understood to have Article 1688. When the lessor of a house, or part
been for all the time necessary for the gathering of thereof, used as a dwelling for a family, or when the
the fruits which the whole estate leased may yield in lessor of a store, or industrial establishment, also
one year, or which it may yield once, although two or leases the furniture, the lease of the latter shall be
more years have to elapse for the purpose. (1577a) deemed to be for the duration of the lease of the
premises. (1582)
Article 1683. The outgoing lessee shall allow the
incoming lessee or the lessor the use of the premises
and other means necessary for the preparatory labor
for the following year; and, reciprocally, the
incoming lessee or the lessor is under obligation to
permit the outgoing lessee to do whatever may be
necessary for the gathering or harvesting and
utilization of the fruits, all in accordance with the
custom of the place. (1578a)

Article 1684. Land tenancy on shares shall be

governed by special laws, the stipulations of the
parties, the provisions on partnership and by the
customs of the place. (1579a)

Article 1685. The tenant on shares cannot be ejected

except in cases specified by law. (n)

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 CHAPTER 3 Article 1697. If the period for household service is
fixed neither the head of the family nor the house
Work and Labor helper may terminate the contract before the
expiration of the term, except for a just cause. If the
SECTION 1
house helper is unjustly dismissed, he shall be paid
Household Service (n) the compensation already earned plus that for fifteen
days by way of indemnity. If the house helper leaves
Article 1689. Household service shall always be without justifiable reason, he shall forfeit any salary
reasonably compensated. Any stipulation that due him and unpaid, for not exceeding fifteen days.
household service is without compensation shall be
void. Such compensation shall be in addition to the Article 1698. If the duration of the household service
house helper's lodging, food, and medical attendance. is not determined either by stipulation or by the
nature of the service, the head of the family or the
Article 1690. The head of the family shall furnish, house helper may give notice to put an end to the
free of charge, to the house helper, suitable and service relation, according to the following rules:
sanitary quarters as well as adequate food and
medical attendance. (1) If the compensation is paid by the day, notice may
be given on any day that the service shall end at the
Article 1691. If the house helper is under the age of close of the following day;
eighteen years, the head of the family shall give an
opportunity to the house helper for at least (2) If the compensation is paid by the week, notice
elementary education. The cost of such education may be given, at the latest on the first business day of
shall be a part of the house helper's compensation, the week, that the service shall be terminated at the
unless there is a stipulation to the contrary. end of the seventh day from the beginning of the
week;
Article 1692. No contract for household service shall
last for more than two years. However, such contract (3) If the compensation is paid by the month, notice
may be renewed from year to year. may be given, at the latest, on the fifth day of the
month, that the service shall cease at the end of the
Article 1693. The house helper's clothes shall be month.
subject to stipulation. However, any contract for
household service shall be void if thereby the house Article 1699. Upon the extinguishment of the service
helper cannot afford to acquire suitable clothing. relation, the house helper may demand from the head
of the family a written statement on the nature and
Article 1694. The head of the family shall treat the duration of the service and the efficiency and conduct
house helper in a just and humane manner. In no case of the house helper.
shall physical violence be used upon the house
helper.

Article 1695. House helpers shall not be required to

work more than ten hours a day. Every house helper
shall be allowed four days' vacation each month, with
pay.

Article 1696. In case of death of the house helper,

the head of the family shall bear the funeral expenses
if the house helper has no relatives in the place where
the head of the family lives, with sufficient means
therefor.

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 SECTION 2 Article 1711. Owners of enterprises and other
employers are obliged to pay compensation for the
Contract of Labor (n) death of or injuries to their laborers, workmen,
mechanics or other employees, even though the event
Article 1700. The relations between capital and labor
may have been purely accidental or entirely due to a
are not merely contractual. They are so impressed
fortuitous cause, if the death or personal injury arose
with public interest that labor contracts must yield to
out of and in the course of the employment. The
the common good. Therefore, such contracts are
employer is also liable for compensation if the
subject to the special laws on labor unions, collective
employee contracts any illness or disease caused by
bargaining, strikes and lockouts, closed shop, wages,
such employment or as the result of the nature of the
working conditions, hours of labor and similar
employment. If the mishap was due to the employee's
subjects.
own notorious negligence, or voluntary act, or
Article 1701. Neither capital nor labor shall act drunkenness, the employer shall not be liable for
oppressively against the other, or impair the interest compensation. When the employee's lack of due care
or convenience of the public. contributed to his death or injury, the compensation
shall be equitably reduced.
Article 1702. In case of doubt, all labor legislation
and all labor contracts shall be construed in favor of Article 1712. If the death or injury is due to the
the safety and decent living for the laborer. negligence of a fellow worker, the latter and the
employer shall be solidarily liable for compensation.
Article 1703. No contract which practically amounts If a fellow worker's intentional or malicious act is the
to involuntary servitude, under any guise whatsoever, only cause of the death or injury, the employer shall
shall be valid. not be answerable, unless it should be shown that the
latter did not exercise due diligence in the selection
Article 1704. In collective bargaining, the labor or supervision of the plaintiff's fellow worker.
union or members of the board or committee signing
the contract shall be liable for non-fulfillment
thereof.

Article 1705. The laborer's wages shall be paid in

legal currency.

Article 1706. Withholding of the wages, except for a

debt due, shall not be made by the employer.

Article 1707. The laborer's wages shall be a lien on

the goods manufactured or the work done.

Article 1708. The laborer's wages shall not be subject

to execution or attachment, except for debts incurred
for food, shelter, clothing and medical attendance.

Article 1709. The employer shall neither seize nor

retain any tool or other articles belonging to the
laborer.

Article 1710. Dismissal of laborers shall be subject

to the supervision of the Government, under special
laws.

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 SECTION 3 Article 1719. Acceptance of the work by the
employer relieves the contractor of liability for any
Contract for a Piece of Work defect in the work, unless:

Article 1713. By the contract for a piece of work the (1) The defect is hidden and the employer is not, by
contractor binds himself to execute a piece of work his special knowledge, expected to recognize the
for the employer, in consideration of a certain price same; or
or compensation. The contractor may either employ
only his labor or skill, or also furnish the material. (2) The employer expressly reserves his rights against
(1588a) the contractor by reason of the defect. (n)

Article 1714. If the contractor agrees to produce the Article 1720. The price or compensation shall be
work from material furnished by him, he shall deliver paid at the time and place of delivery of the work,
the thing produced to the employer and transfer unless there is a stipulation to the contrary. If the
dominion over the thing. This contract shall be work is to be delivered partially, the price or
governed by the following articles as well as by the compensation for each part having been fixed, the
pertinent provisions on warranty of title and against sum shall be paid at the time and place of delivery, in
hidden defects and the payment of price in a contract the absence if stipulation. (n)
of sale. (n)
Article 1721. If, in the execution of the work, an act
Article 1715. The contract shall execute the work in of the employer is required, and he incurs in delay or
such a manner that it has the qualities agreed upon fails to perform the act, the contractor is entitled to a
and has no defects which destroy or lessen its value reasonable compensation.
or fitness for its ordinary or stipulated use. Should the
work be not of such quality, the employer may The amount of the compensation is computed, on the
require that the contractor remove the defect or one hand, by the duration of the delay and the amount
execute another work. If the contract fails or refuses of the compensation stipulated, and on the other
to comply with this obligation, the employer may hand, by what the contractor has saved in expenses
have the defect removed or another work executed, at by reason of the delay or is able to earn by a different
the contractor's cost. (n) employment of his time and industry. (n)

Article 1716. An agreement waiving or limiting the Article 1722. If the work cannot be completed on
contractor's liability for any defect in the work is void account of a defect in the material furnished by the
if the contractor acted fraudulently. (n) employer, or because of orders from the employer,
without any fault on the part of the contractor, the
Article 1717. If the contractor bound himself to latter has a right to an equitable part of the
furnish the material, he shall suffer the loss if the compensation proportionally to the work done, and
work should be destroyed before its delivery, save reimbursement for proper expenses made. (n)
when there has been delay in receiving it. (1589)
Article 1723. The engineer or architect who drew up
Article 1718. The contractor who has undertaken to the plans and specifications for a building is liable for
put only his work or skill, cannot claim any damages if within fifteen years from the completion
compensation if the work should be destroyed before of the structure, the same should collapse by reason
its delivery, unless there has been delay in receiving of a defect in those plans and specifications, or due to
it, or if the destruction was caused by the poor quality the defects in the ground. The contractor is likewise
of the material, provided this fact was communicated responsible for the damages if the edifice falls, within
in due time to the owner. If the material is lost the same period, on account of defects in the
through a fortuitous event, the contract is construction or the use of materials of inferior quality
extinguished. (1590a) furnished by him, or due to any violation of the terms
of the contract. If the engineer or architect supervises

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the construction, he shall be solidarily liable with the Article 1728. The contractor is liable for all the
contractor. claims of laborers and others employed by him, and
of third persons for death or physical injuries during
Acceptance of the building, after completion, does the construction. (n)
not imply waiver of any of the cause of action by
reason of any defect mentioned in the preceding Article 1729. Those who put their labor upon or
paragraph. furnish materials for a piece of work undertaken by
the contractor have an action against the owner up to
The action must be brought within ten years the amount owing from the latter to the contractor at
following the collapse of the building. (n) the time the claim is made. However, the following
shall not prejudice the laborers, employees and
Article 1724. The contractor who undertakes to build
furnishers of materials:
a structure or any other work for a stipulated price, in
conformity with plans and specifications agreed upon (1) Payments made by the owner to the contractor
with the land-owner, can neither withdraw from the before they are due;
contract nor demand an increase in the price on
account of the higher cost of labor or materials, save (2) Renunciation by the contractor of any amount due
when there has been a change in the plans and him from the owner.
specifications, provided:
This article is subject to the provisions of special
(1) Such change has been authorized by the laws. (1597a)
proprietor in writing; and
Article 1730. If it is agreed that the work shall be
(2) The additional price to be paid to the contractor accomplished to the satisfaction of the proprietor, it is
has been determined in writing by both parties. understood that in case of disagreement the question
(1593a) shall be subject to expert judgment.

Article 1725. The owner may withdraw at will from If the work is subject to the approval of a third
the construction of the work, although it may have person, his decision shall be final, except in case of
been commenced, indemnifying the contractor for all fraud or manifest error. (1598a)
the latter's expenses, work, and the usefulness which
the owner may obtain therefrom, and damages. Article 1731. He who has executed work upon a
(1594a) movable has a right to retain it by way of pledge until
he is paid. (1600)
Article 1726. When a piece of work has been
entrusted to a person by reason of his personal
qualifications, the contract is rescinded upon his
death.

In this case the proprietor shall pay the heirs of the

contractor in proportion to the price agreed upon, the
value of the part of the work done, and of the
materials prepared, provided the latter yield him
some benefit.

The same rule shall apply if the contractor cannot

finish the work due to circumstances beyond his
control. (1595)

Article 1727. The contractor is responsible for the

work done by persons employed by him. (1596)

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 SECTION 4 goods are lost, destroyed or deteriorated, common
carriers are presumed to have been at fault or to have
Common Carriers (n) acted negligently, unless they prove that they
observed extraordinary diligence as required in
SUBSECTION 1.
article 1733.
General Provisions
Article 1736. The extraordinary responsibility of the
Article 1732. Common carriers are persons, common carrier lasts from the time the goods are
corporations, firms or associations engaged in the unconditionally placed in the possession of, and
business of carrying or transporting passengers or received by the carrier for transportation until the
goods or both, by land, water, or air, for same are delivered, actually or constructively, by the
compensation, offering their services to the public. carrier to the consignee, or to the person who has a
right to receive them, without prejudice to the
Article 1733. Common carriers, from the nature of provisions of article 1738.
their business and for reasons of public policy, are
bound to observe extraordinary diligence in the Article 1737. The common carrier's duty to observe
vigilance over the goods and for the safety of the extraordinary diligence over the goods remains in full
passengers transported by them, according to all the force and effect even when they are temporarily
circumstances of each case. unloaded or stored in transit, unless the shipper or
owner has made use of the right of stoppage in
Such extraordinary diligence in the vigilance over the transitu.
goods is further expressed in articles 1734, 1735, and
1745, Nos. 5, 6, and 7, while the extraordinary Article 1738. The extraordinary liability of the
diligence for the safety of the passengers is further set common carrier continues to be operative even
forth in articles 1755 and 1756. during the time the goods are stored in a warehouse
of the carrier at the place of destination, until the
SUBSECTION 2. consignee has been advised of the arrival of the
goods and has had reasonable opportunity thereafter
Vigilance Over Goods to remove them or otherwise dispose of them.

Article 1734. Common carriers are responsible for Article 1739. In order that the common carrier may
the loss, destruction, or deterioration of the goods, be exempted from responsibility, the natural disaster
unless the same is due to any of the following causes must have been the proximate and only cause of the
only: loss. However, the common carrier must exercise due
diligence to prevent or minimize loss before, during
(1) Flood, storm, earthquake, lightning, or other
and after the occurrence of flood, storm or other
natural disaster or calamity;
natural disaster in order that the common carrier may
(2) Act of the public enemy in war, whether be exempted from liability for the loss, destruction,
international or civil; or deterioration of the goods. The same duty is
incumbent upon the common carrier in case of an act
(3) Act or omission of the shipper or owner of the of the public enemy referred to in article 1734, No. 2.
goods;
Article 1740. If the common carrier negligently
(4) The character of the goods or defects in the incurs in delay in transporting the goods, a natural
packing or in the containers; disaster shall not free such carrier from
responsibility.
(5) Order or act of competent public authority.
Article 1741. If the shipper or owner merely
Article 1735. In all cases other than those mentioned contributed to the loss, destruction or deterioration of
in Nos. 1, 2, 3, 4, and 5 of the preceding article, if the the goods, the proximate cause thereof being the

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negligence of the common carrier, the latter shall be with grave or irresistible threat, violence or force, is
liable in damages, which however, shall be equitably dispensed with or diminished;
reduced.
(7) That the common carrier is not responsible for the
Article 1742. Even if the loss, destruction, or loss, destruction, or deterioration of goods on account
deterioration of the goods should be caused by the of the defective condition of the car, vehicle, ship,
character of the goods, or the faulty nature of the airplane or other equipment used in the contract of
packing or of the containers, the common carrier carriage.
must exercise due diligence to forestall or lessen the
loss. Article 1746. An agreement limiting the common
carrier's liability may be annulled by the shipper or
Article 1743. If through the order of public authority owner if the common carrier refused to carry the
the goods are seized or destroyed, the common goods unless the former agreed to such stipulation.
carrier is not responsible, provided said public
authority had power to issue the order. Article 1747. If the common carrier, without just
cause, delays the transportation of the goods or
Article 1744. A stipulation between the common changes the stipulated or usual route, the contract
carrier and the shipper or owner limiting the liability limiting the common carrier's liability cannot be
of the former for the loss, destruction, or availed of in case of the loss, destruction, or
deterioration of the goods to a degree less than deterioration of the goods.
extraordinary diligence shall be valid, provided it be:
Article 1748. An agreement limiting the common
(1) In writing, signed by the shipper or owner; carrier's liability for delay on account of strikes or
riots is valid.
(2) Supported by a valuable consideration other than
the service rendered by the common carrier; and Article 1749. A stipulation that the common carrier's
liability is limited to the value of the goods appearing
(3) Reasonable, just and not contrary to public policy. in the bill of lading, unless the shipper or owner
Article 1745. Any of the following or similar declares a greater value, is binding.
stipulations shall be considered unreasonable, unjust
and contrary to public policy: Article 1750. A contract fixing the sum that may be
recovered. by the owner or shipper for the loss,
(1) That the goods are transported at the risk of the destruction, or deterioration of the goods is valid, if it
owner or shipper; is reasonable and just under the circumstances, and
has been fairly and freely agreed upon.
(2) That the common carrier will not be liable for any
loss, destruction, or deterioration of the goods; Article 1751. The fact that the common carrier has
no competitor along the line or route, or a part
(3) That the common carrier need not observe any
thereof, to which the contract refers shall be taken
diligence in the custody of the goods;
into consideration on the question of whether or not a
(4) That the common carrier shall exercise a degree stipulation limiting the common carrier's liability is
of diligence less than that of a good father of a reasonable, just and in consonance with public
family, or of a man of ordinary prudence in the policy.
vigilance over the movables transported;
Article 1752. Even when there is an agreement
(5) That the common carrier shall not be responsible limiting the liability of the common carrier in the
for the acts or omission of his or its employees; vigilance over the goods, the common carrier is
disputably presumed to have been negligent in case
(6) That the common carrier's liability for acts of their loss, destruction or deterioration.
committed by thieves, or of robbers who do not act

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Article 1753. The law of the country to which the good father of a family in the selection and
goods are to be transported shall govern the liability supervision of their employees.
of the common carrier for their loss, destruction or
deterioration. Article 1760. The common carrier's responsibility
prescribed in the preceding article cannot be
Article 1754. The provisions of articles 1733 to 1753 eliminated or limited by stipulation, by the posting of
shall apply to the passenger's baggage which is not in notices, by statements on the tickets or otherwise.
his personal custody or in that of his employee. As to
other baggage, the rules in articles 1998 and 2000 to Article 1761. The passenger must observe the
2003 concerning the responsibility of hotelkeepers diligence of a good father of a family to avoid injury
shall be applicable. to himself.

SUBSECTION 3. Article 1762. The contributory negligence of the

passenger does not bar recovery of damages for his
Safety of Passengers death or injuries, if the proximate cause thereof is the
negligence of the common carrier, but the amount of
Article 1755. A common carrier is bound to carry the damages shall be equitably reduced.
passengers safely as far as human care and foresight
can provide, using the utmost diligence of very Article 1763. A common carrier is responsible for
cautious persons, with a due regard for all the injuries suffered by a passenger on account of the
circumstances. wilful acts or negligence of other passengers or of
strangers, if the common carrier's employees through
Article 1756. In case of death of or injuries to the exercise of the diligence of a good father of a
passengers, common carriers are presumed to have family could have prevented or stopped the act or
been at fault or to have acted negligently, unless they omission.
prove that they observed extraordinary diligence as
prescribed in articles 1733 and 1755. SUBSECTION 4.

Article 1757. The responsibility of a common carrier Common Provisions

for the safety of passengers as required in articles
1733 and 1755 cannot be dispensed with or lessened Article 1764. Damages in cases comprised in this
by stipulation, by the posting of notices, by Section shall be awarded in accordance with Title
statements on tickets, or otherwise. XVIII of this Book, concerning Damages. Article
2206 shall also apply to the death of a passenger
Article 1758. When a passenger is carried caused by the breach of contract by a common
gratuitously, a stipulation limiting the common carrier.
carrier's liability for negligence is valid, but not for
wilful acts or gross negligence. Article 1765. The Public Service Commission may,
on its own motion or on petition of any interested
The reduction of fare does not justify any limitation party, after due hearing, cancel the certificate of
of the common carrier's liability. public convenience granted to any common carrier
that repeatedly fails to comply with his or its duty to
Article 1759. Common carriers are liable for the observe extraordinary diligence as prescribed in this
death of or injuries to passengers through the Section.
negligence or wilful acts of the former's employees,
although such employees may have acted beyond the Article 1766. In all matters not regulated by this
scope of their authority or in violation of the orders Code, the rights and obligations of common carriers
of the common carriers. shall be governed by the Code of Commerce and by
special laws.
This liability of the common carriers does not cease
upon proof that they exercised all the diligence of a

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