law on sale

1. LAW ON SALE
Olidan, Mariea C.
ARTICLE 1521 OF THE
NEW CIVIL CODE
Sales 2 JD-A

2. ART. 1521.
Whether it is for the buyer to take possession of the goods or for the seller to send
them to the buyer is a question depending in each case on the contract, express or
implied, between the parties. Apart from any such contract, express or implied, or
usage of trade to the contrary, the place of delivery is the seller’s place of business
if he has one, and if not, his residence; but in case of a contract of sale of specific
goods, which to the knowledge of the parties when the contract or the sale was
made were in some other place, then that place is the place of delivery.
Where by a contract of sale the seller is bound to send the goods to the buyer, but
no time for sending them is fixed, the seller is bound to send them within a
reasonable time.

3. ART. 1521
Where the goods at the time of sale are in the possession of a third person, the
seller has not fulfilled his obligation to deliver to the buyer unless and until such
third person acknowledges to the buyer that he holds the goods on the buyer’s
behalf.
Demand or tender of delivery may be treated as ineffectual unless made at a
reasonable hour. What is a reasonable hour is a question of fact.
Unless otherwise agreed, the expenses of and incidental to putting the goods into
a deliverable state must be borne by the seller. (n)

4. Specifications for the Delivery:
place of delivery;
time of delivery;
manner of delivery.

5. Specifications for the Delivery:
place of delivery
1. agreement (express or implied);
2. if no agreement — get the USAGE of trade;
Usage of trade – any regular practice or method in a
trade or vocation that creates an expectation that such
will apply to a particular transaction. (UCC – Uniform
Commercial Code)
3. if no usage — the buyer must get them at the seller’s
business place or residence.
4. There is sufficient delivery when a fortuitous event
prevents delivery at the actual place agreed upon,
forcing a delivery at a place near the original one.
(Bean, Admr. v. The Cadwallader Co., 10 Phil. 606);
time of delivery;

6. Specifications for the Delivery:
place of delivery
5. There is sufficient delivery when the original place is
changed, but the buyer accepted the goods at a
different place without complaint so long as the seller
was in good faith. (Sullivan v. Gird, 1921, 22 Ariz. 332).
6. In case of specific goods, which to the knowledge of
the parties at the time the contract was made were in
some other place, that place is the place of delivery, in
the absence of any agreement or usage of trade to the
contrary. (see Art. 1251(1))
time of delivery;

7. Specifications for the Delivery:
If no time is fixed by the contract – it must be within
the reasonable time. (Art.1521, par. 2).
Q. What is the reasonable time?
A. Reasonable time – it is a question of fact as it is
dependent upon the circumstances attending the
particular transaction. Provable even by evidence
aliunde (extrinsic evidence)
time of delivery;
manner of delivery.

8. Specifications for the Delivery:
Q. What are the circumstances that may considered in
relation of reasonable time?
A. a. character of the goods;
b. purpose intended;
c. ability of seller to produce the goods;
d. transportation facilities;
e. distance thru which the goods must be carried;
f. usual course of business in that particular trade.
(Smith, Bell and Co. v. Sotelo Matti, 44 Phil. 874).
time of delivery;

9. Specifications for the Delivery:
2. If a delivery is to be made “at once,” “promptly,”
or “as soon as possible,” a reasonable time must
necessarily be given. (See De Moss v. Conart
Motor Sales, 71 N.E. 2d 158).
3. Premature delivery generally is not allowed
because a term is for the benefit of both parties.
(See Winter v. Kahn, 208 N.Y.S. 74)
time of delivery;
manner of delivery.

10. Specifications for the Delivery:
Manner of Delivery When Goods Are in the
Hands of a Third Person:
 It is essential here that the third person
acknowledges that he holds the goods on
behalf of the buyer (Art. 1521, par. 3).
manner of delivery.

11. Specifications for the Delivery:
manner of delivery.
Hour of delivery of goods sold:
a. In case of goods which are bulky or needed
special care
b. Where the question is not merely one of
tender but also of demand

12. Specifications for the Delivery:
manner of delivery. Q. Who pays expenses for putting the goods in
a deliverable state?
A. Unless otherwise agreed, the seller bears the
expenses to place the thing in a deliverable
state (Art. 1521 (5)).
time of delivery;