CHAPTER 5 Obligations of the Vendee
breach thereof is severable or not.
ARTICLE 1582. The vendee is bound to accept
delivery and to pay the price of the thing sold at the
time and place stipulated in the contract.
If the time and place should not have been
stipulated, the payment must be made at the time
and place of the delivery of the thing sold.
(See page 167 for example)
Principal Obligations of vendee:
1. Accept delivery
2. Pay the price
3. To bear the expenses for the execution &
registration of the sale and putting goods in a
deliverable state, if such is the stipulation
Pertinent Rules:
1. In a contract of sale, the vendor is not
required to deliver the thing sold until the
price is paid nor the vendee to pay the price
before the thing is delivered in the absence of
an agreement to the contrary
2. If stipulated, then the vendee is bound to
accept delivery and to pay the price at the
time and place designated;
3. If there is no stipulation as to the time and
place of payment and delivery, the vendee is
bound to pay at the time and place of
delivery;
4. In the absence also of stipulation, as to the
place of delivery, it shall be made wherever
the thing might be at the moment the
contract was perfected;
5. If only the time for delivery of the thing sold
has been fixed in the contract, the vendee is
required to pay even before the thing is
delivered to him.
ARTICLE 1583. Unless otherwise agreed, the buyer
of goods is not bound to accept delivery thereof by
installments.
Where there is a contract of sale of goods to
be delivered by stated instalments, which are to be
separately paid for, and the seller makes defective
deliveries in respect of one or more instalments, or
the buyer neglects or refuses without just cause to
take delivery of or pay for one or more instalments,
it depends in each case on the terms of the contract
and the circumstances of the case, whether the
breach of contract is so material as to justify the
injured party in refusing to proceed further and suing
for damages for breach of the entire contract, or
whether the breach is severable, giving rise to a
claim for compensation but not to a right to treat the
whole contract as broken.
(See page 169 for example)
Rules governing delivery in installments:
1. GR: The buyer is not bound to receive
delivery of goods in installments. Similarly,
a buyer has no right to pay the price in
installments. Neither can he be required to
make partial payments
Exceptions: By agreement, however, goods
may be deliverable by installments or the
price payable in installments.
2. Where separate price has been fixed for
each installment: it depends in each case on
the terms of the contract and the
circumstances of the case whether the
3. Where breach effects whole contract: The
injured party may sue for damages for
breach of the entire contract if the breach is
so material as to affect the contract as a
whole
4. Where breach divisible: Give rise to a claim
for compensation for the particular breach
but not a right to treat the whole contract
broken,
ARTICLE 1584. Where goods are delivered to the
buyer, which he has not previously examined, he is
not deemed to have accepted them unless and until
he has had a reasonable opportunity of examining
them for the purpose of ascertaining whether they
are in conformity with the contract if there is no
stipulation to the contrary.
Unless otherwise agreed, when the seller
tenders delivery of goods to the buyer, he is bound,
on request, to afford the buyer a reasonable
opportunity of examining the goods for the purpose
of ascertaining whether they are in conformity with
the contract. Where goods are delivered to a carrier
by the seller, in accordance with an order from or
agreement with 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 marking the goods with the
words "collect on delivery," or otherwise, the buyer
is not entitled to examine the goods before the
payment of the price, in the absence of agreement
or usage of trade permitting such examination.
Acceptance: assent to become owner of the specific
goods when delivery of them is offered to the buyer.
1. Actual delivery contemplated
-Ownership of the goods shall be transferred
only upon actual delivery subject to a
reasonable opportunity of examining them
to determine if they are in conformity with
the contract
-Right of examination or inspection is thus a
condition precedent to the transfer of
ownership unless there is a stipulation to the
contrary
2. Goods delivered C.O.D/ not C.O.D
- C.O.D, buyer has the right to examine
the goods before paying. Right to
examine the goods is a condition
precedent to paying price after
ownership has passed
- C.O.D sale, the buyer is allowed to
examine the goods before payment of
the price should it have been so agreed
upon or if it permitted by usage
NOTE:
Buyer does not have absolute right of
examination since the seller is bound to
afford the buyer a reasonable opportunity of
examining the goods only on request
If seller refused to allow inspection, to
ascertain whether they are in conformity with
the contract, the buyers may rescind the
contract and recover the price or any part of
it that he has paid
Right of inspection may be given up by the
buyer by stipulation
ARTICLE 1585. The buyer is deemed to have
accepted the goods when he intimates to the seller
that he has accepted them, or when the goods have
been delivered to him, and he does any act in
relation to them which is inconsistent with the
ownership of the seller, or when, after the lapse of a
reasonable time, he retains the goods without
intimating to the seller that he has rejected them.
Modes of manifesting acceptance:
1. Express acceptance takes place when the
buyer after delivery of the goods intimates
to the seller, verbally or in writing, that he
has accepted them.
2. Implied acceptance takes place:
a. When the buyer, after the delivery of
goods, does any act inconsistent with
the sellers ownership, as when he sells
or attempts to sell the goods, or he uses
or make alteration in them in a manner
only for an owner;
b. When the buyer, after the lapse of a
reasonable time without intimating his
rejection.
Delivery and acceptance, separate acts
a. Acceptance, not a condition to complete
delivery The seller must comply with his
obligation to deliver although there is no
acceptance yet by the buyer
b. Acceptance and actual receipt do not imply
the other Acceptance of the buyer may
precede actual delivery. There may be an
actual receipt w/o any acceptance and
there may be acceptance w/o any receipt.
ARTICLE 1586. In the absence of express or implied
agreement of the parties, acceptance of the goods
by the buyer shall not discharge the seller from
liability in damages or other legal remedy for breach
of any promise or warranty in the contract of sale.
But, if, after acceptance of the goods, the buyer fails
to give notice to the seller of the breach in any
promise of warranty within a reasonable time after
the buyer knows, or ought to know of such breach,
the seller shall not be liable therefor.
NOTE:
Acceptance of the goods by the buyer does
not discharge the seller from liability in
damages or other legal remedy for breach of
any promise or warranty in the contract of
sale
Requires buyer, in order to hold the seller
for breach of promise or warranty, to give
notice to the seller of any such breach within
a reasonable time
Purpose is to protect the seller against
belated claims
ARTICLE 1587. Unless otherwise agreed, where
goods are delivered to the buyer, and he refuses to
accept them, having the right so to do, he is not
bound to return them to the seller, but it is sufficient
if he notifies the seller that he refuses to accept
them. If he voluntarily constitutes himself a
depositary thereof, he shall be liable as such.
Where buyers refusal to accept justified
1) Duty of the buyer to take care of goods w/o
obligation to return If the goods have been
sent to the buyer and he rightfully refuses to
accept them, as in the case where the goods
are not of the kind and quality agreed upon,
he is in the position of a bailee who is in
possession of the goods thrust upon him w/o
his assent.
2) Duty of seller to take delivery of goods: After
notice that goods have not and will not be
accepted, the seller must have the burden of
taking delivery of the said goods.
3) Sellers risk of loss: While the goods remain
in the buyers possession under these
circumstances, they are, of course at sellers
risk. But the buyer is not deemed and is not
liable as a depositary, unless he voluntarily
constitutes himself as such.
4) Right of buyer to resell goods: Should the
seller when notified to take delivery of the
goods, fail to do so; the buyer may resell the
goods.
ARTICLE 1588. If there is no stipulation as
specified in the first paragraph of article 1523, when
the buyer's refusal to accept the goods is without
just cause, the title thereto passes to him from the
moment they are placed at his disposal.
Note:
Under this article, the buyers refusal to
accept the goods is w/o a just cause while
under Art 1587, the refusal is with a right to
do so.
ARTICLE 1589. The vendee shall owe interest for
the period between the delivery of the thing and the
payment of the price, in the following three cases:
(1) Should it have been so stipulated;
(2) Should the thing sold and delivered produce
fruits or income;
(3) Should he be in default, from the time of judicial
or extrajudicial demand for the payment of the price.
Note:
This article presupposes that the delivery of
the thing sold and the payment of the price
were not made simultaneously but the thing
sold was delivered first followed by the
payment of the price after the lapse of a
certain period of time.
Vendee is liable to pay interest from the
delivery of the thing until payment of the
price
Fruits or income received by the vendee from
thing sold, two conditions must exist:
a) Thing sold has been delivered
b) It produces fruits or income.
If the vendee would not be bound to pay
interest for the use of the money, which he
should have paid, the principle of bilaterality
which characterize a contact of sale would
no longer exist
If the vendee incurs in delay in the payment
of the agreed price, the interest is due from
the time of judicial or extrajudicial demand
by the vendor for the payment of the price.
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.
When vendee can suspend payment of the
price:
1) If he is disturbed in the possession or
ownership of the thing bought
2) If he has a well-grounded fear that his
possession or ownership would be disturbed
by a vindicatory action or foreclosure of
mortgage
Note: Under Art 1590, the vendee has no cause of
action for rescission before final judgment, the
reason being that otherwise, the vendor might
become the victim of collision (ie., secret agreement
or cooperation for a fraudulent purpose) between the
vendee and the third person. But the remedy of the
buyer is rescission, not suspension of payment,
where the disturbance is caused by the existence of
non-payment servitude.
When vendee cannot suspend payment of the
price:
1) If the vendor gives security for the return of
the price in a proper case;
2) If it has been stipulated that
notwithstanding any such contingency the
vendee must make payment
3) If the vendor has caused the disturbance or
danger to cease
4) If the disturbance is a mere act of trespass
5) If the vendee has fully paid the price
NOTE: There is a mere act of trespass when the
third person claims no right whatever. The vendor is
not liable therefor. The vendee has a direct action
against intruder.
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.
NOTE:
This article refers only to a sale of real
property where vendor has good reasons to
fear the loss of the property and its price.
It contemplates a situation where there has
been delivery of the immovable property but
the vendee has not yet paid the price.
It is applicable to both cash sales and to sales
in installments
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.
NOTE:
GR: the vendor may sue for rescission of the
contract should vendee fail to pay the
agreed price
The sale of real property, however, is
subject to the stipulations agreed upon by
the parties and to the provisions of Art
1592.
Before the demand of the rescission of the
contract (not payment of the price) has
been made by the vendor, the vendee may
still pay the price even after the expiration
of the stipulated period for payment and
notwithstanding a stipulation that failure to
pay the price on the stipulated date ipso
facto resolves the sale
Right to rescind is not absolute and the
court may extend the period for payment
Once a demand for rescission by suit or
notarial act is made however, under Art
1592, the court may not grant a new term
Art 1592 does not apply on: a. To sales on
installments of real property; b. A mere
promise to sell (executory contract to sell)
where the title remains with the vendor until
full payment of the price. In other words,
the vendee in such cases may no longer pay
the price after the expiration of the time
agreed upon although no demand has yet
been made upon him by suit or notarial act.
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.
(See page 181 for example)
NOTE:
In the case of personal property (which has
not yet been delivered to the vendee), the
vendor can rescind the contract, as a matter
of right, if the vendee, without any valid
cause, does not: a. accept delivery; or b. pay
the price unless credit period for its payment
is stipulated.
The mere failure of the vendee to comply
with the terms of the contract, however, does
not rescind the same. It is necessary that the
vendor should take some affirmative action
indicating his intention to rescind.
Reason for the difference is that personal
properties are not capable of maintaining a
stable price in the market. Their prices are so
changeable that any delay in their disposal
cause the vendor great prejudice
In the case of real property which has more
or less stable price in the market and the
delay that might result form the requirement
imposed on the vendor to demand rescission
before being entitled to rescind the contract
will not in any way prove detrimental to the
interest of the vendor.