all right all right all right let's continue with the discussion on law and sales medyo na postponed tayo dun so dito ngayon sa next discussion natin which is chapter four chapter four obligations of the vendor so let's proceed with section one of chapter four which provides for the general provisions obligations of the vendor to Now, Article 1495 provides that the vendor is bound to transfer the ownership and deliver as well as warrant the thing which is the object of the sale. So, Article 1495, here in this chapter, we will see the principal obligations of the vendor which are the following. First is to transfer the ownership of the determinate thing sold. The second one is to deliver the thing with its accessions and accessories, if any, in the conditions in which they were.
upon the perfection of the contract, we'll discuss this. Warrant against eviction and against hidden defects, we mentioned this last time in passage. The fourth one is to take care of the thing pending delivery with proper diligence.
We'll talk about what kind of diligence you require. We have diligence of a good father, we have extraordinary diligence. And the fifth one, the fifth principal obligation is to pay for the expenses of the deed of sale unless there's stipulation to the Contrary. So, these are the principal obligations of the vendor or the seller.
If he or she is selling, he or she is transferring ownership. Now, where is this? Article 1495, the ownership of things acquired by Vendy upon delivery. Now, before we proceed with Article 1496, take note. It says here, Vendor is bound to transfer the ownership of the thing, of the determinate thing.
Now, Take note na kasi baka lalabas sa board exam. May mga certain questions kasi na. Kailangan ba sir, at the time of the perfection of the contract, may ownership na si vendor? Hindi, hindi kailangan.
Ang requirement lang is at the time na kailangan nang i-deliver, may ownership na si vendor over the goods. The right to transfer the ownership at the time that the goods is required to be delivered. Hindi kailangan na at the time of the perfection of the contract.
may write to transfer ownership nasha kill an onion you want and I know calendar and you can plug it is time to deliver now don't say my love but don't say important because if I can make my questions and Lala possible exam to Sabine kill anon ba at the perfect at the perfection the contract my right to transfer ownership and a time of delivery long don't lang my love but you try to transfer ownership proceeding to article 1496 the ownership of the things sold. is acquired by the vendor from the moment it is delivered to him in any of the ways specified in articles 1497 to 1501 or in any other manner signifying an agreement that the possession is transferred from the vendor to the vendor so what we talked about here when we talked about the delivery right the actual delivery the constructive delivery and in any other manner Remember the two that we talked about? Remember the...
Longa Manu, Brevi Manu, Constitusum Possessorium. So the ownership of the things sold shall be transferred to the Vendi upon the delivery thereof, which may be affected in the following. Yung actual, real delivery, di ba yung actual transfer of ownership. Yung constructive or legal delivery when hindi maggawa yung actual.
So mag-constructive or legal ka na. And lastly, by delivery in any other manner, signifying an agreement of the possession is transferred to the Vendi. So ganyan sinabi ko last time, paulit-ulit kung sinasabi to. Don't have too many problems with loan sales.
That is why this semester, I didn't make it difficult for you. Because when it comes to board exams, loan sales are not that difficult. As long as your background is good in Oblicon.
Because that is the basis of sales in Oblicon. There are certain peculiarities in sales, in loan sales, that you need to take into account. Like in Maceda Law. Recto Law, yung mga mortgages, condominiums, yan, nilalabas yan. Mga shuttle mortgages, yan yung sure nilalabas sa board exam when it comes to law on sales.
Kasi nga, yung basic foundation law on sales is just obligation. Oo. Yung mga particularities, yung mga peculiarities, I mean, when it comes to law on sales, na sure nilalabas sa board exam, yun. Recto Law, Maceda Law, which we'll be discussing later on. Yung mga installment sales, yung mga condominiums.
You So, don't worry too much. Kaya nga sinabi ko sa inyo nung starting pa lang, huwag niyong problemahin tong subject na to. Huwag niyong problemahin ng law on sales. Prioritize your other harder subjects, difficult subjects, like nung business taxation nyo.
Umahirap yun. Ano pa ba? Yung IA3 nyo.
So, dun. Kaya huwag niyong problemahin law on sales. Just be responsible students. Yeah? Just be diligent.
Papasa kayo. Walang problema. Hindi ko kayo papahirapan.
So, yun. Let's proceed. Ways to perfect thing constructive delivery because the actual delivery is easy, transfer only, you will buy a cellphone, the moment you are given, you will pass your cellphone, you will reach it, okay, actual delivery is that simple. Now, talking about that, constructive, equivalent to actual delivery, which is the constructive delivery, in its general term, comprehending all those acts which, although not conferring physical possession of the thing.
have been held by construction of law equivalent to acts of real delivery. It may be affected in any of the following ways. We've already discussed this in our obliquo. So, further discussion is only in law and sales.
So, the first one, by execution of a public instrument. Now, take note, it does not necessarily mean that it is immovable. Even movable properties can also be subject to execution of public instrument.
symbolical tradition or tradition symbolica longa mano very mano consumpositorium and quasi delivery so we'll discuss it and contrary may be stipulated the parties however may stipulate that ownership in the thing shall pass to the purchaser only after he has fully paid the price or fulfilled certain conditions in a contract of absolute sale of ownership is transferred simultaneously with the delivery thing thereof If you're going to finance, buy a car. Instead of paying in cash, you'll finance it in the bank. You'll finance it in the bank.
What happens is, you won't be able to transfer your ownership. The papers are still in the bank. They'll transfer it to you once you've fully paid your debt. Because you financed your acquisition, not paid in cash.
So, once you've fully paid your... liability mo, yung pagkakautang mo, yung loan, car loan, tsaka lang nila iproposeso yung papeles yan para matransfer yung full ownership sayo. So that is, yan yung sinasabi nito.
May stipulate that the ownership in the thing shall pass to the purchaser only after he has fully paid the price. Kasi, mga certain times, pag nika nakabayad, i-repossess nila yung kotse, so yun yung mga instances na ganyan. Pinag-usapan nyo, pag hindi mo ito na itatransfer lang sa'yong ownership neto, kapag na-fully paid mo na yung price.
Kapag hindi mo pa na-fully paid, okay, repossess. So, that is a contrary may be stipulated. Now, let's go to section 2, delivery of the things sold, which dito sa section 2 na to, ididiscuss to sila. First one, 4097, the things sold shall be understood as delivered when it is placed in the control and possession of the Bendy. So, this is the ano.
This is the concept of tradition or delivery. Tradition is a derivative mode of acquiring ownership by virtue of which one who has the right and intention to alienate a corporeal thing, transmit it by virtue of a just title to one who accepts the same. Take note, corporeal team.
What does that mean? Oops. Oops. It didn't hit. There.
There's incorporeal and incorporeal. Incorporeal, corporeal, corporeal, what's that? There's a material existence that you can hold.
The incorporeal, why am I blabbering? Incorporeal, those are the intangibles. So you can't hold it, there's no material existence. So Mandresa said, Tradition is a derivative mode of acquiring ownership by virtue of which one has the right and intention to alienate a corporeal.
corporeal thing, transmit it by virtue, but just title to one who accepts the same. So, this is what we're talking about, the actual delivery of the thing sold, right? Indeed, there's actually when the thing sold is placed in the controlling position of the vendor.
Like, for example, earlier, transfer of cell phone, right? It's a corporeal thing, transferred to you, right? It's passed on to you by the vendor upon payment of what? Now, not always essential or passing title, actual or manual delivery of the thing sold article so this is not always essential to the placement title thereof kasi pwede kang magagay ng conditions na the parties may go to the contract may agree when and on what conditions the ownership in the subject of contract shall pass to buyer like example This is it. Upon fully payment, the ownership will be transferred.
Yes, the possession is with the buyer. But if they put a stipulation that the ownership will be transferred upon full payment, that's it. Even if the possession is with him. So, 1498 provides that when the sale is made, through a public instrument. The execution thereof shall be equivalent to the delivery of the thing which is the object of the contract.
If from the deed the contrary does not appear cannot clearly be inferred with regard to movable property, its delivery may also be made by delivery of the keys of the place or depository where it is stored or kept. So, what is a public instrument? Discussion dito.
Public instrument Is one which is acknowledged before a notary public. Diba? Punta ka sa atorny. Sila mayong mga notary public.
Kasi diba sa ibang bansa kahit hindi ka atorny pwede ka maging notary. Oo. Pero sa atin, ang notary lang is yung mga abugado.
Diba? Notary public. A public instrument is one which is acknowledged before notary public or any official authorized to administer oath.
Diba? Or any official authorized to administer oath by a person who executed. The same, because they have authorized to administer oaths.
They are using that as judge authorization to administer oaths. Not much, right? What they are saying here is that ownership is transferred when you announce it to a public instrument.
Because a public instrument is basically making the sale, the contract of the sale, a public document. That's it. So basically, you're announcing to the public.
that there was a sale like this. And it does not necessarily mean that it is immovable. Take note, it is not just immovable properties like lands and buildings, but also to movable properties.
Now, sir, why do they need to put in a public instrument their sale? There are many reasons. Like for example, required by law.
Do you remember the real rights? It is a right that is executable against the whole world. Right?
Real right. A right that is executable against the whole world. How can you execute that on the whole world?
If the whole world doesn't know that it happened. So, how can you inform them? By executing it on a public instrument.
Because a public instrument is a public document. So, it will be binding to other persons, to third persons, to outside parties. So it is a write that can be executed 2D.
Whole world. That's why it's important. Public instrument when it comes to the sales of immobile properties, like lands.
It's important. Why? Because ownership of the land, your right there, can be executed against the whole world.
So, it's not just that they're taking it out of the bus. You don't know. If it's in a public instrument, because there's a good difference there.
Why is it that the public is informed that they have ownership here? So, you can't move. This is a subject.
Because there's a saying, before you buy land, make sure that the land is not stuck. There's no problem with the land. You might have a lien with other people.
There's ownership there. It's annotated in the land title. There are many instances.
So, take note. It will be binding in the third. persons.
So, it's important execution of public instrument as a manner of delivery. So, let's go to the next one. constructive, symbolic tradition, additional discussion, constructive delivery, symbolic when to the effect, to effect the delivery, the parties make use of a token symbol to represent that thing delivered. So, that's the second paragraph.
When regards to movable properties, its delivery may also be made by the delivery of the keys of the place or depository where it is stored or kept. Take note, the movies you saw, there are storage boxes in certain places where you can store your things. Then they will give you a receipt.
Those are the movies. So, those are the contents of that storage box. You can sell that. then yung Transfer of ownership, that's not necessary. You can get it all in that storage box.
You can just give the Susie over that storage box. You'll give it to the buyer. Or a car. If the car is not yet delivered, But the key is already in your hands.
Because the car might still be in the house, in the trailer. If you're going to sell it, you're already agreeing with the buyer, okay. Even if you give it to... The car is ugly. The example of the car is ugly because you have an ORCR, it still has a deed.
That's better, depository boxes. Storage boxes. That's a better example.
Yun Tradition is symbolic. Transfer is just a symbol. Symbolic transfer. Now, let's go to the next one.
Because this is an extended discussion of our discussion on Obligon. 1499 provides that the delivery of movable property may likewise be made by the mere consent or agreement of the contracting parties if the thing sold cannot be transferred to the possession of the vendor at time of sale or if the latter already had it in his possession for any other reason thereof. So, here, in 1499, it talks about the other two types of constructed delivery because the previous one is a tradition symbolica or the use of public instruments.
Here, in 1499, it talks about the Tradition longa manu and brevi manu. So longa manu, long hand, brevi manu, short hand. So how is this? Longa manu refers to this as it takes place by the mere consent of our criminal parties as when the vendor merely points to the thing sold, which shall thereafter be at the control and disposal of the vending.
Now the reason why the vendor only points to that thing that he will sell is because at the time of the sale, it will not be delivered. Yes. hindi pa pwedeng ma-deliver yung thing na yun, that the thing sold.
Bakit? Because of its mere size or its weight na hindi agad-agad ma-deliver. Like, for example, nagbebenta ka ng statue.
Nagbebenta ka ng statue. O, nag-usap kayo. Ikaw, vendor ka.
Nagbebenta ka ng statue. Nag-usap kayo ni buyer. Okay, nagka-agreehan na kayo. So, yun. You will point to that statue.
Okay, yan, statue na yan, ni Magellan. Okay, benta ko sa'yo. Sa'yo na yan.
For this price. Okay, agreean. So, your delivery is by pointing at the statue because it's not delivered as of the time of the sale because it's a statue and it's hard to deliver. But the ownership is transferred and delivered to the buyer because you pointed at it.
Long-hand. It's not just delivered to the buyer at the time because of the nature of the statue. It's big and hard to deliver. But the ownership is transferred and delivered upon pointing.
Long-hand. Going to Brevi Manu. This is shorthand.
This is different. This mode of legal delivery happens when the vendee has already the possession of the thing sold by virtue of another title. That's when the lessor sells the thing lease to the lessee.
You know the rent to own, lease to own, right? You already have the possession, right? As the lessee, you have already the possession.
You already have the possession. But the ownership is not yet there. So rent to own. etc etc so you agreed to that or even if there is no rent to own even if it's just rent then you got a subsequent agreement from the vendor, seller or lessor that you should just buy that, you should just buy what you rent or that so you agreed to sell it okay that's brevi manu because you already have the possession because you were leasing or renting it at the first place That's why it's called a short-hand. Because you already have the possession, such as you're renting it or you're leasing it.
Then, you got a subsequent agreement vendor that will just sell it to you. You're the buyer. You're the lessee.
Subsequent agreement. They'll just sell it to you. They'll transfer ownership. Okay.
Goods now. There's a delivery because you already have the possession. Brevi Manu.
Short-hand. So, let's go to Constitution Possessorium. So there may also be, or 1500, provided there may also be constitution posessorium.
This mode of delivery is the opposite of brevi mano. It takes place when a vendor continues the possession of the property sold, not as owner, but in some other capacity. So this is what we call sale leaseback.
I believe I mentioned this to you before. So this sale leaseback, how is it done? The basic thing is, why? What happens when the seller is back?
You're the vendor. Don't just say vendor. Buyer because vendor, vendee, letter, bin, and the same. So you're the seller. Then your friend is the buyer.
Okay, you sold the building to him. Right? You sold the building to him.
Now, you sold the building. The ownership has been transferred. At the same time, after you sold the building and transferred it to sell, you rented the building.
You rented or you leased it. Seller, you. You sold the building to the buyer. But you still maintained the possession of the building by renting it. Sale, then you lease back.
Binenta mo yung ownership ng building, but you are still occupying it. You still have the possession by renting it. So, wala na sa'yong ownership.
Pero you have the right to possession. That is a constitution posessorium. You remain, diba? You remain to have the possession over the building. Because kahit na transfer mo na yung ownership, yung possession, yung right to use, na sa'yo pa rin because you rented it back.
Ni-lease mo pa balik. That is the sale-lease-back type of contract or type of sale. Type of agreement between the two of you. So that is Constitution Possessorium, claro? Goods.
So let's proceed. With respect to incorporeal property, the intangible, there is no material existence. For example, tangible assets, copyright, patents, etc.
So, with respect to incorporeal property, the provision of the first paragraph of Article 1498 shall govern. Now, In any other cases where in said provisions are not applicable, the placing of the titles of ownership in the possession of the vendee or the use by the vendee of the site with the vendor's consent shall be understood as delivery. So, ito yung ito tawag ating quasi-tradisio. Tradition can only be made, di ba? Delivery.
Tradition dito in the same sense as delivery, di ba? Kaya dito quasi, di ba? Anong understood, pag-understand natin sa word na quasi?
partial, semi, half-half lang, parang ganun. So quasi-traditional, parang delivery, semi-delivery. Can only be made with respect to corporeal things. Now, in case of incorporeal things, kasi corporeal, mayroon silang material existence.
They are tangible. Pag-ating naman sa may incorporeal, kasi hindi naman sila tangible. intangible walang material existence hindi nahawakan the delivery may be affected execution of public instrument when that move of delivery is not applicable by placing the title of ownership in the possession of the Vendy intellectual properties third one allowing the Vendy to use his rights as new owners with the consent of the vendor basa-basa na lang dali lang to pas-pasa na lang natin to so 1502 when goods are delivered to the buyer on sale return To give the buyer an option to return the goods instead of paying the price, the ownership passes to the buyer on delivery.
But you may revest the ownership in the seller by returning or tendering the goods within the time fixed in the contract if no time has been fixed within a reasonable time. And eto, first paragraph talks about on sale return. The second paragraph talks about sale on trial or approval.
When goods are delivered to the buyer on approval or on trial or on satisfaction or other similar terms, therein passes to the buyer when he signifies approval or acceptance to the seller or does any other academic transaction or if he does not signify his approval or acceptance to the seller but retains the goods without giving notice of rejection, then if time has been fixed toward the return of the goods on expiration of such time, and if no time has been fixed or the expiration reasonable time what is the difference question of fact so what happened here silly turn In sale return, take note, the ownership is transfered upon delivery. Because they gave the definition here. So, no need to discuss.
But take note that on sale or return, what happens is the ownership upon delivery is transferred to the buyer. But the buyer can still return it. within the time fixed in the contract or within a reasonable time pag walang stipulation. Okay? Transferred na kay buyer ang ownership, pero may right pa rin sang ibalik yan within the reasonable time or within the time fixed in the contract.
Sa sale on trial approval, the ownership retains with the seller. Yan yung de facto. Yan yung ano.
general rule sale on trial or approval the ownership remains with the seller with the vendor mapupunta lang yan sa buyer pag itong condition na to nangyari una when the buyer signifies his approval or acceptance or the seller to the seller or does any other act adapting a transaction okay sale on trial diba or approval so in this first scenario The buyer liked what he bought. At that case, the ownership is transferred to him. Here's the second case. The buyer didn't signify that he's accepting the product.
But he still retained the goods without giving notice of its rejection. And then, it passed the time to return. Or the expiration of the time. No time has been fixed. Right?
Here, on trial approval, the buyer said, okay, goods, I will buy this. I want this product. Okay, transfer of ownership.
Here, second, even if he rejected it or he was quiet, he let the time pass, right? The time passed without signifying that he did not want the product. Okay, upon expiration of that time, right? Or reasonable time thereof, since it is not...
the buyer did not signify his disapproval Matic transferred to his ownership why is he silent? right? vendor is sad he will wait he has ownership right? at that time if this happens before the expiration of the time vendor still has ownership so vendor is sad right? buyer is silent he doesn't feel he doesn't say if he wants the product or not so for the expiration of time Matic transferred to him, ownership is his.
So these are their distinguishes, sale or return, distribution of sale and trial, just read it. So let's go to 1503. So here in article 1503, it's a bit long, so just read it, pause, read, it's long, we might run out of time. So what did article 1503 do? So basically in article 1503, article 1503 provides about the discussion when it comes to delivery of specific goods sold general.
Wait lang, nayos natin to. Now, this article relates to the sale of specific goods. Particularly, it talks about the delivery of specific goods sold generally passes title.
Kasi the general rule kasi, as you have learned before, delivery, be it only constructive, passes title in the thing sold and delivered the carrier is deemed to be a delivery to the buyer yeah yeah then you lesson is accounting you know i know i got into say you know discussion so i a two so inventory kapag na deliver morning i know by you uh The FOB shipping point and FOB destination, right? If it's a FOB shipping point, upon delivery of the seller to the carrier, right? The title of the goods is considered to be transferred even if the buyer is not in possession. In the FOB destination, right?
The ownership of the goods is transferred when the buyer is in possession. So, what we're talking about in this discussion is basically a FOB shipping point. Now upon delivery of the seller to the carrier, right? the ownership is already transferred there's already a delivery to the buyer but take note general rule lang yan and for every general rule as we have said time and time time and time before pag sinabing general rule meron niyang exceptions and this article 1503 provides for the exception reservation of right possession or ownership when specific goods are delivered are shipped so basically in passing natin babasahin kasi This is just goods, it's not complicated or important.
So the first one, pinag-usapan dito is yung sa Bill of Lading. Ngayon, ano ba tong Bill of Lading? If you have already read yan, sa subsequent article, i-discuss naman yan kung ano yung Bill of Lading.
It is basically a contract or receipt for the transport goods and their delivery to the person named therein to order or to better. It usually involves three parties, the carrier, the shipper, and the consignee. so the shipper and the consignee may be one and the same person so who are they? uh... who are they?
uh... oh, they're right here on the whiteboard so here we are on the whiteboard oh there are three parties below flading we have three parties shipper also known as the consignor consignor is also called right? the consignor We also have a carrier or transporter.
These are LBCs and other shipping companies. Or Tugo, right? And we also have consignee.
Or sometimes, this is the buyer. Or even the seller can be a consignee. Right?
As long as this is the receiver. So, shipper will give the goods to the carrier. The carrier will deliver to the consignee.
seeper also knows consignor consignees are the recipients now in this case, ownership is being discussed ownership is being discussed here, who has ownership? the general rule is that it is transfer upon delivery to the buyer but there are certain instances where it is not for example, provided in article 1503 where seller or his agent is consignee meaning, our consignee here is the seller the seller shipped or his agent, he will also receive it. So what will happen here? Where goods are shipped and by the bill of lading the goods are delivered to the seller or his agent or to the order seller, the seller thereby reserves the ownership over the goods and the carrier only acts as a bailey.
Now sir, what is a bailey? According to the internet, the meaning of bailey is the one who has possession of the goods. Right?
He has custody, but he does not have the ownership. So in this case, obviously, if you deliver goods, you will have the custody, the possession over that. So in this case, the carrier, the shipping company, he will be the bailey.
So that's what it says here. So what's the point of this, sir? The main thing is that the seller shipped the carrier, the bailey, who has the custody, the possession, to deliver to the seller because he might have branches elsewhere, right?
So in this case, what is it saying? The ownership of the goods retains with the seller. That's what it's saying here.
So since he has the possession, or I mean that ownership, who has the ownership bears the loss. That's what it's saying here. So, alright, so the seller may not only retain the goods until the buyer performs his obligation on the contract, but he may, even in violation of the contract, dispose of them to the third persons.
Because, right? The seller shipped, the carrier, the... the one who has custody, the possession, because they will deliver. Then the consign is the seller, he will also receive.
So, the seller retains the ownership. So, there's still a right to overdraft goods. Another topic here, subtopic under 1503, that's it. That's why I said, you can read this in passing.
As long as you understand what the concept of bill of lading is. There are three parties, the shipper, the carrier, the shipper known as the consigner also. The carrier will deliver LBCs to go.
The consignee will receive. The consignee can be a buyer or the same personality as the seller. The seller will transfer from his one branch to another branch. So, what I'm pointing out here depends on the agreement in the Bill of Lading.
What are the ownership? Because the general rule is that upon delivery, it's transferred. But the general rule has an exception.
talking about it is in 1503. Another subtopic is for seller's title only for purpose of security. So, ownership, in that case, In that case, the buyer is the one who received the bill but the seller is still the one who received the bill of lading. In that case, the seller is still the consigner.
Then the carrier is the one who will deliver the bill to the buyer because they have a possession. Then the consignee is the buyer. So this is the seller, LBC, this is the buyer.
Now the problem is the bill of lading is still with the seller, the bill of lading is still with him. So what happens is where the buyer or his agent is consigned, it means the buyer is the one who will receive. Pero the seller retains the bill of lading.
So where goods are shipped and the bill of lading of the goods are deliverable to the order of the buyer of his agent, pero the possession of the bill of lading which proves the ownership over the goods is retained by the seller or the agent, the seller thereby retains a right to the possession of the goods against the buyer. So kahit na na-transfer na yung ownership, ah, ownership yung possession, na-deliver na niya ano eh. na-deliver na ni carrier kay consignee.
Pero yung bill of lading, na kay seller pa rin. Because the bill of lading symbolizes as a document over the ano eh. It is a document that symbolizes ownership over the goods.
So, by having that bill of lading, si seller, na sa kanya, he retains the right to the possession of the goods as against the buyer. Ganyan yan. So, sir, bakit yan nangyayari?
Anong reason yan? Some of the cases, why did that happen? Because what the seller is doing is to make sure that the buyer will really pay the goods. We talked about this earlier. Even if the ownership has been transferred, even if the possession has been transferred, let's take note that the ownership is different from the possession, even if the possession has been transferred, it has been delivered to the buyer, But they can have stipulations in their contract that ownership will only be transferred upon payment, upon full payment, or something like that.
That's why Seller retained the Bill of Lading. Now, there are instances provided here that the Seller brought both the Bill of Lading and the Bill of Exchange. Right? Seller brought both the... bill of lading and the bill of exchange so what is the bill of exchange if you search on the internet a bill of exchange is basically ordering the buyer to pay that's how it is bill of exchange you are billing right?
you are billing like in a restaurant sir bill right? like an order of payment you are ordering the buyer to pay so sir since the transfer of the bill of Since the transfer of the bill of lading is already there, sir, along with the bill of exchange, does that mean that the title over the goods passes to the buyer? Because it's already there.
The bill of lading is already transferred to him. Not necessarily. The existence of the bill of exchange, in this case, that was included with the bill of lading, the title is regarded to retain in the seller until the bill of exchange is paid.
Why? What is shown there? What is shown there is that...
pinasama yung bill of exchange is para bayaran ni buyer that the buyer still has the liability to pay yan yung sinisimbolize ng pagsabay ng bill of lading with the bill of exchange sa pagbigay kay buyer kahit na na kay buyer na yung bill of lading but the existence of the bill of exchange proves or tells us that the buyer still has the liability to pay and he must settle it in order for him to gain the title over the goods yan lang sinasabi yan diba What we are showing here is that we need to know so that we can visualize what is happening. This is the first one, the seller, consigner, shipper, and the consignee. So the rights over the goods is still with him because he is the consignee. Here, it has been transferred, but the bill of lading is still with the seller. So what does that mean?
See my better right the seller over the goods. Because that's where the bill of pay is. That's the document that symbolizes owner's title over the goods. These instances are the same.
Bill of lading, yes, it's transferred to the buyer. But there's also a bill of exchange. So the title over the goods is still with the seller.
Why? Because of the existence of the bill of exchange. Because it symbolizes that the buyer has still not paid his due, his debt, over the goods. So those are just some examples. Because we're showing these exceptions because we have the general rule that the delivery of the goods...
The specific goods in this case generally passes the title. That is the general rule. Ang pinapakita natin dito, the exceptions as provided by 1503. Kaya you can read this in passing. Binivisualize lang yan natin dito.
So let's go to the next one. So 1504. Ano to si 1504? hmm so unless otherwise agreed the goods remain at the seller's risk until the ownership therein is transferred to the buyer but when the ownership therein stands for the buyer the goods are at the buyer's lease where actual delivery has been made or not except that so what does this say? let's read it we talked about this in article 40 previously yung respirate domino who owns the property or sino yung mayari who owns the who has the ownership bears the loss diba who has the ownership bears the loss sino yung mayari nyan sya yung magbebear ng loss diba yung risk of loss kumbaga but that is the general rule as we have said that is the general rule and this one and two provides the exception over that Respiri- domino who has ownership bears the loss or bears the risk of loss. Ito yung exceptions to that general rule.
First, where the delivery of the goods has been made to the buyer or to a bailey for the buyer in pursuance of the contract and the ownership in the goods has been retained by the seller merely to secure performance by the buyer of his obligations to the contracts, the goods are in the buyer's trees from the time of shot's delivery. And the second one, where the actual delivery has been delayed through the fault of either the buyer or the seller, the goods are at the risk of the parties in fault. So, what is said here in Article 1504? As a general rule, if a thing is lost by pertinent events, the risk is borne by the owner of the thing at the time of the loss under the principle of the spirit domino, who has ownership versus the risk of loss.
These are the exceptions as we have read previously. Dito kung mabasa nyo, Where the seller reserves the ownership of the goods merely to secure the performance by the buyer of his obligations under the contract, the ownership is considered transferred to the buyer. Thereof, since the buyer already has ownership, he now assumes the risk from the time of delivery.
because the only way to reserve the ownership of the goods is to secure the performance by the buyer yeah ito naman number two where the actual delivery has been delayed through the fault of either of the buyer seller the goods are at the risk of the party at fault with respect to any laws which might not have occurred but for such fault in this case the law punishes the party at fault so yun yung exceptions basic lang si 1504 ngayon kung makita nyo the last This is like a discussion for 1504, right? Let's read it. However, the first paragraph of 1504, which has been inserted in our civil code, presents a contrary rule taken from the American law on sales. It provides that, unless otherwise agreed, the goods remain at the seller's lease until the ownership. What was that?
Before that, it wasn't discussed here in the last discussion of 1504. Under Article 1480, if the thing is lost after perfection of the contract, but before delivery that is even before the ownership is transferred to the buyer that is uplosed by a portitos event without the seller's fault is borne by the buyer as an exception to the rule of respirate domino consequently the buyer's obligation to pay this price subsists if he has not yet been paid the same we had you can recover etc etc Because if you can remember our discussion in Article 1480, Let's do this. Uhhh... so article 1480. remember uh perfection at the timeline perfection but before delivery that thing is lost in this case between the perfection and delivery What will happen is, the buyer, even if it has not been delivered to him, the buyer will bear the loss. If there is no fault in the loss, if the seller has no fault, the seller is not at fault. So, the buyer will bear the loss.
Now, this is contrary to Article 1480. This article 1480 is contrary to what is discussed in Article 1580. And what I'm saying here in the last paragraph is that this must be settled. This conflict between these two provisions must be resolved by legislation. Because Article 1480 provides, right? There's no perfection of the contract.
This is 1480. Perfection of the contract, but before delivery, there was a loss. yung goods, yung determinate goods na yan, specific goods, without the seller's fault. So the buyer will now bear the risk of loss.
Pero in this case, yan yung sinasabi ni 1480. Pero sa 1504, the seller will bear the loss because it has not been yet delivered to the buyer. Yan yung sinasabi ni 1504. So, conflict silang dalawa. Yan, conflict na yan will only be resolved by a legislation.
Mga Congress, by the Congress. the legislative branch so let's go to the next discussion article 1505 1505 provides that subject to the provisions of this title where goods are sold by a person who is not the owner thereof And who does not sell them under authority or with the consent of the owner, the buyer 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. Nothing in this title, however, shall affect the provisions of any factors acts, according laws, or any other provisions of law, in which the parent owner of goods to use them as a property to honor the validity of any contract of sale under statutory power of sale, or under the order of the court, or of competent jurisdiction, and a purchase purchases made in a merchant store or in fair markets in accordance with the code of commerce and special laws so nc 1505 yeah so since i belong to it is a fundamental doctrine of law that no one can give what he has not or transfer a greater right to another than himself sales there is a derivative mode of acquiring ownership and a buyer gets only just right the seller had a derivative right can it exist higher than its So, what does this mean? What it means is, what are the rights you have over the goods?
You are the seller. What are the rights you have over the goods? When you sell that, those are also the rights over the goods that the buyer will receive.
It's not more than that. So, let's say you have, if we quantify that, you have five rights over the goods. You're the seller. You have five rights over the goods. Upon selling that to the buyer, ang ma-acquire niya lang na rights is five.
Diba? Kina-quantify lang natin para mas maintindihan. It cannot be more than five.
Hindi yan pwede maging six. So kung five rights lang meron si seller, yung ma-acquire ni buyer is five rights lang din. At the maximum.
Okay, because the seller can reduce it. He can get only 4 rights. That's okay.
But it can never be more than the amount of rights that the seller has. Cannot be 6, cannot be 7, maximum 5 only. That is quantifying it. Because a derivative right cannot exist higher than its source.
That's just quantifying it. So, exceptions to the general rule. Because this is the rule. This is the rule. This is the general rule.
There are exceptions where the owner of the goods is by his conduct precluded from denying the seller's authority to sell. Like for example, agent. You have an agent, then your agent sold you something that is not authorized to be sold.
But later on, when you were asked, you were aware, you were asked, okay, did you give him an offer? But you just let him, you just let him, even if the agent didn't sell it. So what is that signifying?
That you ratified the transaction because you agreed. you agreed by not disagreeing. You agreed to that transaction by not explicitly disagreeing. So you ratified it.
You approve it so that there is subsequent approval on your part. Even if there is no authorization from the agent to sell that thing beforehand, but you subsequently approve it upon gaining knowledge upon that. because you didn't do any explicit disagreement so that's it that's possible where the law enables the apparent owner to dispose the goods as if they are true owner thereof or the sale is sanctioned by statutory when the law enables the apparent owner to dispose of the goods as if they are these are the things that you left behind so you dispose of them where the sale is sanctioned by statutory judicial authority auctions where the sale is made at the merchant stores, fairs or markets The reasoning that was mentioned here in number 4, the rule is necessary not only to facilitate commercial sales on movables, but also to give stability to business transactions, especially in a country like the Philippines, where pre-enterprise prevails for a buyer, cannot be reasonably expected to look behind the title of every article when he buys at a store.
So you will buy. For example, you will buy at a junk shop. You will not...
Uhh... You don't know, it's stolen. But you're in good faith. You don't know.
You bought it in a junk shop for your car parts. For your car parts. You bought it. You don't know, it's stolen.
It's just goods. Even if it's stolen, since you're in good faith, you will still retain ownership over that because you don't know. The reasoning provided in number four, to facilitate commercial sales, to give stability to the economy.
Number five, where the seller's voidable title, Did this Uh title which has not been avoided at the time of the sale and where the seller subsequently acquires the title. Number five, I did discuss that in 1506. So, it says in 1506, where the seller of goods has been or where the seller of goods has avoidable title thereof but his title has not been avoided at the time of the sale, the buyer acquires a good title to the goods provided he buys them in good feet for value and without notice of the seller's defect of the title. So, what is this voidable title?
As we have discussed in our obligation contracts, it is one of the defective contracts because there are four of them. Void, voidable, resistible, and who is the other one? The unenforceable.
Where is voidable? Where is the source of its defect? In the consent of one of the parties. One of the parties.
Because if both parties are, that's unenforceable. But if one of the parties is, that's voidable. If both parties are, consent is unenforceable. If one of the parties has a defect in consent, that is voidable. And voidable is a valid contract until annulled.
They are the three unenforceable... They are the three... What do you call this?
Valid siya until annulled. So in this case, kaya yan pinag-usapan sa 1506. So requisites for acquisition of a good title by buyer. If the seller has only avoidable title to the goods, the buyer acquires good title to the goods provided that first.
Before the title of the seller has been avoided. Before na-annulled. The second one, the second requisite. In good faith for value. So basically, He sold it at a proper price, in good faith.
How do you know it's in good faith? Without notice of the seller's defect of the title. It means, he just thought, okay, I'm buying this legit.
I'm paying the proper amount. I didn't know beforehand that there's a defect in the title. Yes. And it should happen before the title is annulled or avoided. So in that case, The buyer acquires good title over the goods.
If these requisites are satisfied, why would you let your client commit a crime? Because he bought it with good faith, in a proper way. So why would you want to execute it?
That's what 1506 says. Even though the goods acquired is under avoidable contract, avoidable contract of sale, but since this buyer, this innocent buyer, the innocent party, acquired it through good faith, don't execute it. That's why we were given the requisites here, so you can see that this is good faith, so let's not execute it. Basis of Article 156 seems to be predicated on the principle that Where the loss has happened, which must fall on one of the two innocent persons, it should be borne by him who is the occasion of the loss. So, example dito, diba?
Example dito. S, a minor. Diba?
S, a minor. minor to shop minor sold a car to be in the NASA minor because he age of majority Nasha at the minor so an Indian minor and minor can not give consent the general he cannot give consent so nagbenta Shannon coach a car room room invention of coach a so since one of the parties has a defective consent One only because if both are there, it is unenforceable. If one of the parties only has a defect in consent, it is voidable. So, buyer's consent is age of majority goods.
So, S, a minor, sold a car to buyer which is age of majority. So, that's a voidable contract. Voidable contract of sale.
Now, buyer sold the car and transferred it to C. who acquired it in good faith, na-check lahat ng requisites, di ba? Before the title is avoided, good faith for value, and without notice, good faith to C.
So, in this case, di ba? C acquires a valid title to the car after its delivery if the contract had not yet been annulled by a proper court. So, let's say na-deliver na kay C yung contract, tapos biglang inanal ng guardian ni S yung ano.
the sale suddenly it was annulled the court filed a case the car will not be returned why? C acquired it in good faith as basis in article 1506 they will not get it from him so what will happen is B, C, S will compensate even if it is in the court once the car was transferred delivered to C which is his possession ownership and since you got the good faith as provided in 1506, there's nothing you can do about it as long as the car was delivered before the title is avoided okay so b what in good faith value of car we saw in c this is an additional example but we said this so let's go to 1507 So, Article 1507 provides that. A document of title in which it is stated that the goods referred to therein will be delivered to the better or to the order of the person named therein is a negotiable document of title.
So, pinag-usapan dito yung ano eh. Tawag dito. The Negotiable Document of Title Basically, the definition of terms for us Documents of title to goods This includes any bill of lading, the aquarance, or warehouse receipt, or order for the delivery of goods or any other documents used in the ordinary course of business in the sale of transferred goods which their purpose is as a proof of the possession or control over the goods or authorizing or purporting to authorize the possessor of the document to transfer or to receive either by endorsement or by delivery goods represented by such document so that's the documents of title of goods, it has an example as provided the bill of lading, the aquarance, the quedan, the warehouse we talked about the bill of lading earlier Goods includes all shuttles, but not things in includes also tells personal but not things in action or money or legal tender the term includes growing crops fruits or crops number three order relating to documents of title means an order by endorsement on the documents of the on the documents anyways So, this is what we are talking about, nature and function of documents and titles.
It serves as receipts of or orders upon a value of goods represented, evidence of transport title of the goods and the contract between the parties, and most common forms of documents and titles. Bill of lading, the quarrant and warehouse receipt, and the bill of lading that we talked about earlier. Contract of press or receipt for the transport of goods and their delivery to the person named therein.
to order or to better usually involves three parties the carrier also knows the consignor or the shipper ah mali mali the carrier also known as the ano sa yung bailey toko possession yeah si shipper also knows the consignor usually ito yung si seller and the consignee Pwedeng si seller sa O si Kung Idideliver ni seller To himself Diba To other branches nya The receiver is the consigner, the buyer or their agents can be the direct one. Dock warrant is an instrument given by a dock owner to an importer of goods warehoused on the dock recognizing the importer's title to the said goods. That's the dock warrant. The goods are docked.
Then, by issuing the dock warrant, it proves that whoever holds the dock warrant has the title over the goods. As for the warehouse receipt, it's the same. Same concept print, contract or receipt for goods deposited with a warehouse man containing the latter's undertaking to hold and deliver the said goods to the specified person. Sekedan, usually for sugar receiver warehouse man, etc. Now, classes of document titles.
Negotiable documents of titles are those By the terms of which the bailey, take note, bailey the one who has the possession or the custody over the goods, negotiable documents or titles, or those by the terms of which the bailey undertakes to deliver, because it's in his possession, there's no ownership in him, but it's in his possession, the custody, then here, he undertakes to deliver the goods to the bearer and those by the terms of which the bailey undertakes to deliver the goods to the order of the specified persons. Those are the negotiable documents of title. Non-negotiable are those by the terms of which the goods covered are deliverable to a specified person.
So, sir, you don't have negotiable instruments. So, what is the basic of negotiable instruments? What is the basic concept?
Because there are no negotiable instruments in the board exam. The topic of the negotiable instrument is obsolete. The negotiable instrument is obsolete.
You can see in the syllabus, in the 2022 syllabus, we'll take a look in October, the negotiable instrument is no longer there because it's obsolete in the transaction. Everything is digitalized. So the basic presumption of the negotiable instrument is this is a negotiable instrument.
This is a negotiable instrument. Then let's say... This person issued a negotiable instrument, then he gave it to this person. That's the basic concept.
Now, this person now has possession over the negotiable instrument. Now, what is the purpose of this negotiable instrument in life? The purpose in life is if this person is issued or endorsed.
This negotiable instrument to another person, he has the right to hold it. So what's the purpose of this? This is what happened here.
This person, let's say this person has debt, let's say the maker of the negotiable instrument, this is just a basic concept. So, you issued him a... Let's fix this.
This person is in debt. He's in debt. He borrowed it from him and to prove that he borrowed it and for him to pay it in the future, he borrowed it here.
He issued a negotiable instrument. If he put it in that negotiable instrument, in the future, I will pay the one who has this negotiable instrument for P10,000. Because he borrowed it from him, so he issued a negotiable instrument, let's say promissory note. Now in the future, if anyone has this negotiable instrument, I will pay him. So in this case, he has this.
Now this person needs money, but it's not due date of this debt that's in the negotiable instrument. So this maker is not yet required to pay because it's not due date. But he needs money.
So what will he do? He's holding a negotiable instrument. So what can he do? He can sell the negotiable instrument.
He can sell it. That's the purpose of a negotiable instrument. He can sell it to another person. So this other person will pay the value.
If you're talking about usually lesser because it's not mature. It's not mature yet. So let's say if it's mature, 10.5. If he matured, that's already an interest. Now, since he needs money now, he can't wait for that 10,500.
He will sell it to this person, he will endorse it, for the amount of 10,200. So now, the one who has the possession of the negotiable instrument is this person. He has the possession. Okay, of course.
Now, the due date has arrived. This maker found out that na ito yung taong may possession na na negotiable instrument. So, ano mangyayari?
Babayaran ni Maker itong taong to since na may possession ng negotiable instrument ng 10,500. Yan yung purpose ng negotiable instrument. Nakangailangan siya ng pera eh.
Pero hindi pa due date. So, pwede niyang ibenta yan dito sa taong to for 2,200 less than ano less the maturity less the amount sa maturity date nya for 10,200 pagdating na maturity date, since sana yung may hawak 10,500 naginansya pa sya ng 300 so yan yung sinasabi, yan yung meaning ng negotiable you can negotiate that instrument in this case transferred to him for payment, for consideration. Then when due date comes, whoever holds it, whoever is endorsed, whoever is named, to bearer, will be paid for it. That is negotiable instrument in its basic concept. It is negotiable.
He is negotiating to this guy. Now, it can expand. Oh, pwede pa yung mag-expand.
Pwede niya pa yung i-transfer to another person. Then transfer pa to another person. Transfer to another person. Marami yan.
Marami pwede mangyari. Ngayon, sir, bakit yan tinanggal sa board exam? Because it has now become obsolete.
Di na siya masyadong ginagamit. So, yan yung concept ng negotiable instrument. So, now let's go back to our lesson. Because there's no more negotiable instrument subject.
But obviously, because he doesn't need it. So it's written here. Negotiable documents of title or those by the terms of which the bailiff undertakes the delivery of the goods to the bearer.
If someone has a negotiable document of title, or someone has a bill of lading, someone has a dakwarant, someone has a warehouse receipt, he will be delivered. Right? It's like what? It's like the same concept in the Negotiable Instrument we talked about. In that case, you will trade this Negotiable Instrument for a Negotiable Document of Title.
Who has a Warehouse Receipt, you will deliver it to them. Right? That's how it is! Ganun rin.
And those by the terms of the off, the bailee undertakes to deliver the goods to the specified person. Non-negotiable documents of title or those by the terms of which the goods covered are deliverable to a specified person. So, that's what it says. Negotiable, you can transfer it to other persons.
Non-negotiable, you cannot transfer it to another person because it is deliverable to a specified person. They consider it as non-negotiable because it cannot be negotiated because only a specified person can receive it. So, you can still transfer it, you can still negotiate it. But, non-negotiable, it cannot be negotiated because there is a specified person who can deliver it. That's the point.
so 1508 so the subsequent questions subsequent I'm getting tired of my voice earlier so these subsequent articles basically further discussion of negotiable documents of title so don't worry too much about it so a negotiable document title may be negotiated by delivery Whereby the terms of the document, the carrier, warehouseman, or other bailey issuing the same undertakes to deliver the goods to the bearer, kung sino may hawak ng negotiable documents of title, sa kanya i-deliver, yan yung meaning yan. Whereby the terms of the document, the carrier, warehouseman, or other bailey issuing the same, so take note, bailey, bailey, bailey, the person or the entity who has the possession, who has the custody over the goods, and kapag stated, has the obligation to deliver it so whereby the terms of document the carrier warehouse man or other bailey issuing the same other takes to deliver the goods to the order of a specified person and such person or subsequent endorsy of the document has endorsed it in blank or 2d better where by the terms of the negotiable documents title the goods are deliverable to the better over the negotiable initial title has been passed. endorse in blank or better any holder may endorse the same since and such title documents shall thereafter be negotiated only when the source of endorseee so basically it's indoorsy in this you know in this see in this you know in this in this concept indoorsy is better for you to have negotiable documents of title because when you discuss the negotiable instrument there are basically two types You have the bearer, you have the endorser, the endorsement for the negotiable instrument. But basically, put it in your mind because you're not discussing the negotiable instrument. Because it's a long discussion.
But it's a waste of time because it's obsolete. Even in law school, it was first removed in law school. Now, it's also removed in the board exam for the CPA.
So, just think about it. Who is the endorser? It's like the bearer. sa iyong person na the last person that has the possession of the negotiable documents of title that's what you should think of so read read now 1509 a negotiable document of title may be negotiated by the endorsement of a person whose ordered goods are by the terms of documents deliverable. So, he can pass to another person the negotiable documents of title through endorsement.
So, they just use different terms, but their concept is the same. This person transfers the title of the goods to another person by delivering that negotiable documents of title to that person. So since that That person already has the possession of the negotiable document of title sa kanya na i-deliver yung goods.
Ayan lang talagang sinasabi dito. Paiba-iba lang yung terms na ginagamit kasi na-apply dito yung sa negotiable documents, negotiable instruments. Na-apply lang yung concept dito.
Pareho-pareho lang yung ano nila eh. Yung pinagsasabi nila, nag-iba lang yung terms. So, it takes understanding. Such endorsement may be in blank to better or to specified person if endorsed to specified person.
It may again be negotiated by endorsement or subscription to better or to another specified person. Subsequent negotiations may be made in that manner. So, 1510, if a document of title which contains an undertaking by a carrier, warehouse man, or other bailiff to deliver the goods to better to a specified person to order a specified person or which contains the words like import has placed upon it the words not negotiable, non-negotiable, or the like, 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 contained shall be construed as limiting or defining the effect upon the obligation of the carrier, warehouse man, or other bailey issuing a document of title. Or other bailey issuing a title, placing under the words, read na lang, sinasabi lang dito. Ang sinasabi lang dito, kahit na lagyan mo, kahit na yung isang negotiable documented title, lagyan mo ng not negotiable or non-negotiable, pero yung essence nya is being still. a negotiable document of title, it will not tarnish that essence. Kahit nalagyan mo ng non-negotiable or not negotiable sa kanyang document.
Kasi yung essence niya is being a negotiable. 1511, a document of title which is not in such form that it cannot, a document of title which is not in such form that it can be negotiated by delivery, may be transferred by the holder. By delivery to a purchaser or donee, a non-negotiable document cannot be negotiated, and the endorsement of such document gives the transferee no additional rights. So, that's stated.
15.12. A negotiable document of title may be negotiated by the owner thereof. It says here who can negotiate. The owner or by any person to whom the possession or custody of the document has been entrusted by the owner, if by the terms of the document the bailee issuing the document. undertakes to deliver the goods to the order of the person to whom the possession of costly document has been entrusted, or if at the time of such entrusting a document, it is such that it may be negotiated by delivery.
So, sila yung mga pwedeng mag-negotiate ng negotiable document. 15.13, halos further discussion. A person to whom a negotiable document of title has been duly negotiated acquires thereby. So, it says, a person to whom a negotiable document title has been duly negotiated acquires.
This is the rights of person to whom documents has been negotiated. It means it's passed to him. It means he has the right to receive goods. Because it has been negotiated to that person.
And you can negotiate by delivering that document. So, what are the rights he acquired? Such title to the goods as the person negotiating the documents to him.
had or had ability to convey to a purchaser in good faith for value and also such title to the goods as the person to whose order the goods were to be delivered by the terms of document had or had the ability to convey to a purchaser in good faith for value so basically ito yung sasabi kanina buyer seller yeah or seller buyer kung anong meron rights si seller yun lang yung rights na meron si buyer wala nang ah nothing more di ba nothing more pwede less but nothing more. That is general, right? We talked about it earlier. Same here, right?
The person who acquired it, where it was negotiated, right? Who negotiated it, who transferred it, basically, what are the rights? What are the previous rights?
Who are the subsequent rights? So, societal and direct obligation of the bailee issuing document to hold possession of goods for him according to terms of the document as fully as he says the bailee had contracted directly with him, right? Bailey, the one who has the custody, the possession.
So, if they negotiate the negotiable document of title, as if Bailey contracted it directly. Because he has the title over the goods because he has the document, the negotiable document of title. So, don't get confused with that concept. It's just saying who owns it, how to transfer it, right?
so 1514 the last one this is a bit long person to whom document title is not negotiated of course the barrier rights against transfer of the law etc etc this is all article 1514 just read it so rights of person to whom document has been transferred this article refers to the rights of a person to whom a negotiable document title not duly negotiated has been transferred or of the transfer of non-negotiable documents. Such person acquires the title of goods as against transferor, the right to notify the bailiff of the transfer thereof, and the right thereafter to accord obligation, etc. Just read it.
The right of transfer is not absolute as it is object to the terms of the agreement with the transferor who merely steps into the shoes of the transferor. Kung anong rights meron si seller, yun may meron si buyer. Kung anong rights meron si transferor, yun may meron si transferee, pwede less. but not more that is a general rule the exceptions that provide nothing canina so let's go to 1515 so where a negotiable document of title is transferred for value by delivery yeah and the endorsement of the transfer is essential for negotiation the transpiri acquires a right against the transferor to compel him to endorse the document unless a contrary intention appears The negotiation shall take effect.
as of the time when endorsement is actually made so transfer of document without endorsement so this uh this article basically specifies the right of a person to whom an order document of title which may not properly be negotiated by mere delivery has been delivered without endorsement so ito yung mga the the right to the goods as against the transferor and the right to compel the transferor to enforce the endorsement if the intentional part is document so read yun lang tong si ano Now article 1515. Subsequent endorsement. So, for the purpose of determining whether the transfer is purchased or provided in good faith without notice, the negotiations shall take effect. Sometimes, it's occupied. Sometimes, it's not. The reason.
Okay. Just read it. Article 1516. Let's go. Transfer endorsement, etc. 1516. A person who, for value, negotiates or transfers a document of title by endorsement or delivery, including one who assigns for value of a claim secured by a document of title unless a contraintention appears warrants the following so that the document is genuine that the second that has legal right to negotiate or transfer it that he has knowledge and of no fact which would impair the validity or worth of the document and that he warrants that the he has the right to transfer the title to the goods and the goods are merchant merchantable or fit for the particular purpose whenever such warranties would have been implied if the contract of the parties have been to transfer without a document of title the goods were sent to their buy so understandable amount of meaning 1516 it basically says the person who know who negotiates it or transfer documents we know warranty in other words guarantee the document is genuine that yes legal right etc etc you one two three four so with that uh the liability is limited only to violation of the four warranty set forth in this article so let's go to 1517 in passage 1517 provides that the endorsement of a document of title shall not make the endorser liable for any failure on the part of the bailey who issued the document or previous endorsers thereof to fulfill their respective obligation so what does this mean when it comes to negotiable instruments as you can read here Kapag endorser ka, sinasign mo yan ng negotiable instrument.
And pag sinasign mo yan ng negotiable instrument, you are guaranteeing certain facts in regards to that negotiable instrument. Like kung sino man yung debtor dyan sa negotiable instrument, papabayaran niya yan. That the negotiable instrument is genuine.
You're guaranteeing it. Pagdating kasi sa negotiable documents of title, it amounts merely to a conveyance by endorser. not a contract of guarantee meaning kapag negotiable instrument endorser ka sa pag transfer mo yan from endorser to endorsee ginagarantee mo yan na maayos yung document genuinely na makakabayad yung debtor dyan pagdating sa negotiable documents of title kung endorser ka tagapirma ka lang conveying that to the endorsee tinatransfer mo lang nilinegotiate mo lang papunta ka endorsee yung transfer transfer na pag usapan din kanina you are not guaranteed Because it says here in 1517, the endorsement of the document of title shall not make the endorser, the one who signed, the one who transferred, the transferor, he will not be liable for any failure on the part of the bailee. What is bailee again?
The entity who has custody, who has possession, and if given, shall undertake the delivery, the carrier. failure in the part of the bailey who issued a document or previous endorsers thereof to fulfill their respective obligation. That's what it says.
In the Negotiable Documents Title, the endorser is not guaranteeing. It's just in the negotiable instruments. 1518 is also long.
Read it. 1519 is also the same. Read it. Same with 1520. Now, let's go to 1521. 1521 provides that it is also long.
So, just read it, yung article, pero explain natin of course. Because 1521 provides for the hierarchy, the level of priority when it comes to rules in regards to place of delivery of goods. So, maaba man si 1521. Yeah? Yeah? You know?
Unless others are good, expenses are dental. So, yan lang. 1521 provides for the hierarchy.
The first one, should the buyer take possession of the goods or should the seller send them? Who will follow? Will the seller go to the buyer?
Will the buyer go to the seller? To get the goods? Etc. Etc. In other words, where's the place of delivery?
1521 provides for the hierarchy. How are the rules? The first one, if there's an agreement, expression or implied, then that's the next one. If they agree to deliver the goods, place of delivery, then that's the next one.
Because that's their agreement. Freedom of the parties to agree in their contract as long as it is not Contrary to the mockpops. Second one, when there is no agreement, so the place of delivery is determined by the usage of trade. So, for example, their trade is sugar, let's say, palay.
So, they talked, they agreed to sell. So, the problem is, they don't have an agreement on where to get it. So, what will be determined is, The place of delivery will determine the usage of trade.
So in that trade, let's say, hypothetically, the place will fall. The place will fall. So in that case, since the usage of trade will fall, the place of delivery will happen there if there is no agreement. Third one, when there is agreement, I mean when there is no agreement and there is also no prevalent usage, usage of trade will also disappear.
So the place of delivery is the seller's place of business. Where is his store? It's there.
He will follow. He will pick up the buyer. Now, in any other cases, the place of delivery, like for example, there is no place of business for the seller. There is no store.
There is no branch. So in any other cases, the place of delivery is the seller's resident. You know, the seller is an online seller.
Online shopping seller. So don't seller. Place of what?
Lastly, in case of specific goods, which to the knowledge of the parties at the time of the contract was made, were in some other places, then that places the place of delivery in the absence of any agreement or usage of trade to the contrary. So that's the place of delivery goods. That's the hierarchy.
First, if it's not there, then this. If it's not there, then this. Next, if it's not there, then this.
Etc. Now, in the next subtopics of this article, we have the time of delivery of goods. Provided that, first, if no time is fixed with the contract, then the seller is bound to send the goods to the buyer within reasonable time.
Reasonable time is a question of fact. That is, dependent upon the circumstances of that particular case. The second one is that if the contract provides a fixed time for performance, etc., etc., just read it. Understandable. Deliver of goods, hours of delivery, duty of seller to put goods in deliverable conditions.
Provided naman dito, unless otherwise agreed, the expenses of an incidental to putting the goods into a deliverable state must be borne by the seller. So, yun. So, yun lang, 1521. Take note lang sa hierarchy na to.
And yung sa time, provided naman din sa book, et cetera, et cetera. Let's go to 1522. Sa part.