Lecture Notes: Law and Sales - Obligations of the Vendor

Chapter 4: Obligations of the Vendor

Key Points on Obligations

• Transfer Ownership: The vendor must transfer ownership of the determinate thing sold.
• Deliver the Thing: Along with its accessions and accessories, and in the condition agreed upon.
• Warrant Against Eviction and Hidden Defects: Protect the buyer from legal eviction and hidden defects.
• Diligence in Care: Take care of the thing pending delivery, using either ordinary or extraordinary diligence.
• Pay for Sale Expenses: Unless otherwise stipulated, the vendor pays for expenses related to the deed of sale.

Article 1495 and 1496

• Article 1495: Vendor must transfer ownership upon delivery.
• Article 1496: Ownership is acquired by the vendee once delivered, with methods specified in articles 1497-1501.

Methods of Delivery

• Actual Delivery: Physical transfer of the item.
• Constructive Delivery: Legal or symbolic acts representing delivery, e.g., symbolic tradition, public instrument.
• Types of Constructive Delivery:
  • Longa Manu: Indicating the item without physical transfer due to size/weight.
  • Brevi Manu: Vendee already possesses the item under another title (e.g., lease).
  • Constitutum Possessorium: Vendor remains in possession as lessee after sale.

Special Provisions

• Public Instrument: Delivery can be signified by a public document for both movable and immovable property.
• Incoporeal Property Delivery: May involve title transfer or permission to use.

Sale on Return and Sale on Trial

• Sale on Return: Ownership passes on delivery; buyer can return within a specified or reasonable time.
• Sale on Trial: Ownership passes upon buyer's approval or retention without rejection.

Risk and Loss

• Respiri Domino: Ownership determines who bears the risk of loss.
• Exceptions: Retention of ownership for security or delivery delays caused by buyer/seller fault.

Article 1505 to 1518

• Title Transfer Limitations: Buyers cannot acquire better title than the seller’s unless specific exceptions apply (e.g., buyer in good faith, judicial sale).
• Negotiable Documents of Title: Bills of lading and similar documents can be negotiated via endorsement or delivery.

Negotiable and Non-negotiable Documents

• Negotiable Documents: Can be transferred by delivery or endorsement, granting title and rights over goods.
• Non-negotiable Documents: Deliverable only to a specified person, limiting transfer rights.

Hierarchy and Place of Delivery

• Place of Delivery Hierarchy:
  1. Express or implied agreement.
  2. Usage of trade.
  3. Seller’s place of business.
  4. Seller’s residence.
• Time of Delivery: Within a reasonable time if not specified, or as agreed upon in the contract.

These notes should serve as a comprehensive guide to understanding the obligations of the vendor in sales law, emphasizing the importance of delivery, ownership transfer, and risk management.