II. Problema de Investigación
2.2 Formulación del problema de investigación
G. TRANSFER OF OWNERSHIP
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TOPICS UNDER THE SYLLABUS G. Transfer of Ownership
1. Manner of Transfer (Arts. 1477, 1496-1501)
2. When delivery does not transfer title
3. Kinds of delivery
4. Double sales (Art. 1544) 5. Property Registration Decree
5.1. Requisites for registration of deed of sale in good faith
5.2. Accompanied by vendors duplicate certificate of title,
payment of capital gains tax, and documentary tax registration fees
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TOPICS UNDER THE SYLLABUS
G. TRANSFER OF OWNERSHIP 1. Manner of Transfer
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1. MANNER OF TRANSFER
NOTE: Stage where parties both comply with their obligation.
OBLIGATIONS OF THE SELLER
1. Preserve subject matter (proper diligence of a good father of a family unless law or parties stipulate another standard)
2. Deliver – transfer ownership and deliver object
3. Deliver fruits and accessories
4. Warrant subject matter against eviction and hidden defects
A. Delivery of the Thing - Transfer ownership (tradicion) covers twin obligations of the seller which are:
1. To transfer the ownership; and 2. To deliver a determinate thing
B. Delivery of the thing together with the payment of the price, marks the consummation of the contract of sale. PNB v. Ling, [69 Phil 611, October 5, 1927]
The act of delivery must be coupled with the intention of delivering the thing and putting the buyer under control. Norkis Distributor v. CA, [195 SCRA 694, February 7, 1991]
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TOPICS UNDER THE SYLLABUS G. TRANSFER OF OWNERSHIP
2. When Delivery does not transfer Title
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2. WHEN DELIVERY DOES NOT TRANSFER TITLE
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TOPICS UNDER THE SYLLABUS G. TRANSFER OF OWNERSHIP 3. Different Kinds of Delivery
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3. DIFFERENT KINDS OF DELIVERY Different Kinds of Delivery:
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1. Actual or real - when thing sold is placed in the control and possession of the buyer
2. Legal or Constructive- can take several forms and may be any manner signifying an
agreement that the possession is transferred from the vendor to the vendee.
C. Different forms of Constructive Delivery - Constructive delivery has same legal effect as actual or physical delivery
Gives rise only to a prima facie presumption of delivery which is destroyed when actual delivery is not effected because of a legal impediment.
Ten Forty Realty v. Cruz 1. Traditio Longa Manu
Delivery of thing by mere agreement; when SELLER points to the property without need of actually delivering
2. Traditio Brevi Manu
Before contract of sale, the would be buyer was already in possession of the would be subject matter of sale (ex: as lessee)
3. Symbolic delivery
As to movables – ex: delivery of the keys to a car
4. Constitutum possessarium When at the time of the perfection of the contract of sale, seller had possession of the subject matter in the concept of owner and pursuant to the contract, seller continues to hold physical possession no longer in the concept of an owner but as a lessee or any other form of possession other than in the concept of owner.
5. Quasi-tradition
Delivery of rights, credits or incorporeal property, made by:
Placing titles of ownership in the hands of the buyer
Allowing buyer to make use of rights 6. Tradition by operation of law The execution of a public instrument is
equivalent to delivery. But to be effective, it is necessary that the vendor have such control
over the thing sold that, at the moment of sale, its material delivery could have been made.
Addison v. Felix, [38 Phil. 404]
A. WHEN EXECUTION OF PUBLIC INSTRUMENT DOES NOT PRODUCE THE EFFECTS OF DELIVERY
1. When there is stipulation to contrary, execution does not produce effect of delivery
2. When at the time of execution of instrument, subject matter was not subject to control of the seller
3. Subject matter should be within control of seller; he should have capacity to deliver at the time of execution of public instrument when he wants to effect actual delivery
4. Such capacity should subsist for a reasonable time after execution of instrument (reasonable time depends on circumstances of persons, places and things)
The presumption of delivery when the sale is made through a public instrument can be rebutted by clear and convincing evidence.
Presumptive delivery through a public instrument can be negated by the failure of the vendee to take actual possession of the land or the continued enjoyment of possession by the vendor. Santos v.
Santos, [366 SCRA 395]
B. Delivery of Fruits and Accessions/
Accessories
Right to fruits and accessions/accessories accrue from time sale is perfected but no real right over it until it is delivered
C. Delivery Through Carrier
GENERAL RULE: Where the seller is authorized or required to send the goods to the buyer, delivery to the carrier is delivery to the buyer.
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EXCEPTIONS: a contrary intention appears or implied reservation of ownership under pars.
1,2, 3 of Art. 1503
I. FAST – FREE ALONG SIDE - When goods delivered alongside the ship, there is already delivery to the buyer (twin effects deemed fulfilled)
II. FOB - FREE ON BOARD - Shipment – when goods are delivered at ship at point of shipment; delivery to carrier by placing goods on vessel is delivery to buyer
Destination – when goods reach the port even if not disembarked yet from the vessel, there is delivery to the buyer
III. CIF – COST, INSURANCE, FREIGHT
When buyer pays for services of carrier – delivery to carrier is delivery to buyer;
carrier is agent of the buyer.
When buyer pays seller the price – from moment the vessel is at port of destination, there is already delivery to buyer.
See Arts. 1522, 1539, 1540, 1541, 1542, 1543.
D. TIME AND PLACE OF DELIVERY
a. Follow stipulation in contact, or b. Follow usage in trade, or
c. Seller’s place of business or his residence
d. Specific goods – place where the thing is
e. At reasonable hour E. EFFECTS OF DELIVERY
GENERAL RULE: The ownership of the thing sold shall be transferred to the buyer upon the actual or constructive delivery thereof.
EXCEPTION: When the contrary is stipulated such in the cases of:
1. Contract to sell
2. Sale on acceptance/approval – ownership only passes to the buyer when:
The buyer signifies approval to the seller, or
The buyer does not signify his rejection but retains the goods
3. Sale on return – ownership passes to the buyer but he may re-vest ownership to the seller by returning the goods within time fixed. If no time is fixed, within reasonable time.
NOTE: Who Bears Expenses of Delivery? Seller
F. SALE BY
DESCRIPTION/SAMPLE
1. Sample – goods must correspond with sample shown
2. Description – goods must correspond with description or sample
3. Effect if there is no compliance:
RESCISSION may be availed of by the buyer
G. OBLIGATIONS OF BUYER 1. Pay the price
o Buyer is obligated to pay price according to terms agreed upon regarding time, place and amount o If payment of interest is stipulated –
must pay; if amount of interest not mentioned – apply legal rate
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o When buyer defaults – constitutes breach: subject to specific performance/rescission and damages; interest to be paid also from default
2. Accept delivery of thing sold
a. Where to accept: at time and place stipulated in the contract; if none specified – at the time and place of delivery goods; there is acceptance when:
i. He intimates to seller that he has accepted
ii. When delivered and does any act inconsistent with ownership of seller iii. Retains without intimating to seller
that he has rejected
3. Sale of Goods on installment
1. Goods must be delivered in full, except when stipulated
2. When not examined by buyer – not accepted until examined or at least had reasonable time to examine
Acceptance of goods in general, absent contrary express stipulation, does not discharge seller from liability in case of breach of warranties (unless no notice or failure to give it within reasonable time) 4. When buyer has a right to refuse goods,
no need to return; shall be considered as depositary; unless there is stipulation to the contrary
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TOPICS UNDER THE SYLLABUS G. TRANSFER OF OWNERSHIP 4. Double Sale
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4. DOUBLE SALE
GENERAL RULE: FIRST IN TIME, PRIORITY IN RIGHT
When does it apply: when not all requisites embodied in Art. 1544 concur.
I. REQUISITES FOR DOUBLE SALES TO EXIST: (VOCS)
1. Two or more sales transactions must constitute valid sales;
2. Two or more sales transactions must pertain to the same object or subject matter;
3. Two or more buyers at odds over the rightful ownership of the subject matter must each represent conflicting interests; and
4. Two or more buyers must each have bought from the very same seller.
If not all the elements are present for Art. 1544 to apply, the priniciple of prior tempore, potior jure or simply “he who is first in time is preferred in right” should apply. Undisputably, he is a purchaser in good faith because at the time he bought the real property, there was still no sale to as a second vendee.
Consolidated Rural Bank v. CA, [Jan.
17, 2005]
II. RULES ACCORDING TO 1544:
1. MOVABLE
First to posses in good faith 2. IMMOVABLE
1. First to register in good faith
2. No inscription, first to possess in good faith
3. No inscription and no possession in good faith – Person who presents oldest title in good faith
4. Good Faith - one who buys property without notice that another person has a right or interest in such
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property; one who has paid price before notice that another has claim or interest
III. LIS PENDENS – notice that subject matter is in litigation
IV. ADVERSE CLAIM – notice that somebody is claiming better right
V. POSSESSION - Both actual or constructive VI. REGISTRATION: any entry made in the
books of the registry, including both registration in its ordinary and strict sense, and cancellation, annotation, and even marginal notes. It is the entry made in the registry which records solemnly and permanently the right of ownership and other real rights.
Registered under Torrens system 1544 applies
Not registered under the Torrens system 1544 still applies
If 2nd sale is a judicial sale (by way of levy on execution), buyer merely steps into the shoes of the judgment debtor. Outside of such situation – must apply to conflicting sales over the same unregistered parcel of land. If sale 1 occurs when land is not yet registered and sale 2 is done when land is already registered – apply FIRST IN TIME, PRIORITY IN RIGHT.
Good faith must concur with registration. To be entitled to priority, the second purchaser must not only establish prior recording of his deed, but must have acted in good faith.
Gabriel v. Mabanta, [GR 142403, March 26, 2003]
CONDITION
1. Effect of Non-Fulfillment of Condition The other party may
a. refuse to proceed with the contract
b. proceed with the contract, waiving the performance of the condition
If the condition is in the nature of a promise that it should happen, the non-performance of such condition may be treated by the other party as breach of warranty.
2. Effect if buyer has already sold the goods
GENERAL RULE: The unpaid seller’s right to lien or stoppage in transitu remains even if buyer has sold the goods
EXCEPTION:
When the seller has given consent thereto, or
When the buyer is a purchaser in good faith for value of a negotiable document of title.
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TOPICS UNDER THE SYLLABUS G. TRANSFER OF OWNERSHIP 4. Property Registration Decree
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4. PROPERTY REGISTRATION DECREE