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Chapter 1 - Naturea ND Form of Contract

This document outlines the key aspects of a contract for the sale of goods under Spanish civil law. It defines what constitutes a valid sales contract, outlines requirements for the goods, price, delivery and transfer of ownership. It also discusses different types of sales contracts and remedies available to parties in cases of non-payment or non-delivery.

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Andrea Florence Guy Vidal
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© © All Rights Reserved
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Download as DOCX, PDF, TXT or read online on Scribd
20 views

Chapter 1 - Naturea ND Form of Contract

This document outlines the key aspects of a contract for the sale of goods under Spanish civil law. It defines what constitutes a valid sales contract, outlines requirements for the goods, price, delivery and transfer of ownership. It also discusses different types of sales contracts and remedies available to parties in cases of non-payment or non-delivery.

Uploaded by

Andrea Florence Guy Vidal
Copyright
© © All Rights Reserved
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
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Title VI.

- SALES
CHAPTER 1
NATURE AND FORM OF THE CONTRACT

Art. 1458. By the contract of sale one of the contractingparties obligates


himself to transfer the ownershipandtodeliver a determinate thing, and
the other to pay thereforaprice certain in money or its equivalent.

A contract of sale may be absolute or conditional. (1445a)

Art. 1459. The thing must be licit and the vendor must havearight to
transfer the ownership thereof at the timeit isdelivered. (n)

Art. 1460. A thing is determinate when it is particularlydesignated


or physical segregated fromall other of thesameclass.

The requisite that a thing be determinate is satisfiedif atthetime the


contract is entered into, the thing is capableof being made determinate
without the necessity of aneworfurther agreement between the parties.
(n)

Art. 1461. Things having a potential existence maybetheobject of the


contract of sale.

The efficacy of the sale of a mere hope or expectancyisdeemed


subject to the condition that the thing will comeintoexistence.

The sale of a vain hope or expectancy is void. (n)

Art. 1462. The goods which form the subject of a contractofsale may be
either existing goods, owned or possessedbytheseller, or goods to be
manufactured, raised, or acquiredby
the seller after the perfection of the contract of sale, inthisTitle
called "future goods."

There may be a contract of sale of goods, whose acquisitionby the seller


depends upon a contingency whichmayormaynot happen. (n)
Art. 1463. The sole owner of a thing may sell
anundividedinterest therein. (n)

Art. 1464. In the case of fungible goods, there maybeasaleof an undivided


share of a specific mass, thoughthesellerpurports to sell and the buyer to
buy a definite number, weight or measure of the goods in the mass, and
thoughthenumber, weight or measure of the goods in the mass
isundetermined. By such a sale the buyer becomes ownerincommon of
such a share of the mass as the number, weightormeasure bought bears
to the number, weight or measureofthe mass. If the mass contains less
than the number, weightor measure bought, the buyer becomes the
owner of thewhole mass and the seller is bound to make
goodthedeficiency from goods of the same kind and quality,
unlessacontrary intent appears. (n)

Art. 1465. Things subject to a resolutory conditionmaybethe


object of the contract of sale. (n)

Art. 1466. In construing a contract containing provisionscharacteristic


of both the contract of sale and of thecontractof agency to sell, the
essential clauses of the wholeinstrument shall be considered. (n)

Art. 1467. A contract for the delivery at a certainpriceofanarticle which


the vendor in the ordinary course of his business manufactures or
procures for the general market,whether the same is on hand at the
time or not, is acontract
of sale, but if the goods are to be manufactured speciallyforthe customer
and upon his special order, and not for thegeneral market, it is a
contract for a piece of work. (n)

Art. 1468. If the consideration of the contract consists partlyin money,


and partly in another thing, the transactionshall be characterized by the
manifest intention of theparties.Ifsuch intention does not clearly appear,
it shall beconsidereda barter if the value of the thing given as a part of
theconsideration exceeds the amount of the money or its equivalent;
otherwise, it is a sale. (1446a)
Art. 1469. In order that the price may be consideredcertain,it shall be
sufficient that it be so with reference toanotherthing certain, or that the
determination thereof beleft tothejudgment of a special person or
persons.

Should such person or persons be unable or unwillingtofixit,the contract


shall be inefficacious, unless the parties subsequently agree upon the
price.

If the third person or persons acted in bad faithor bymistake,the


courts may fix the price.

Where such third person or persons are preventedfromfixingthe price


or terms by fault of the seller or the buyer, theparty not in fault may
have such remedies against thepartyinfault as are allowed the seller or
the buyer, as thecasemaybe. (1447a)

Art. 1470. Gross inadequacy of price does not affect acontract of sale,
except as it may indicate a defect intheconsent, or that the parties
really intended a donationorsome other act or contract. (n)
Art. 1471. If the price is simulated, the sale is void, but theact may be
shown to have been in reality a donation, orsomeother act or contract.
(n)

Art. 1472. The price of securities, grain, liquids, andotherthings shall


also be considered certain, when thepricefixedis that which the thing
sold would have on a definiteday,orin a particular exchange or market,
or when an amount isfixed above or below the price on such day, or
insuchexchange or market, provided said amount be certain. (1448)

Art. 1473. The fixing of the price can never be left tothediscretion of
one of the contracting parties. However, if theprice fixed by one of the
parties is accepted by theother,thesale is perfected. (1449a)

Art. 1474. Where the price cannot be determinedinaccordance with the


preceding articles, or in any othermanner, the contract is inefficacious.
However, if thethingor any part thereof has been delivered to and
appropriatedby the buyer he must pay a reasonable price therefor.
Whatis a reasonable price is a question of fact dependent
onthecircumstances of each particular case. (n)

Art. 1475. The contract of sale is perfected at themomentthere is a


meeting of minds upon the thing whichis theobject of the contract
and upon the price.

From that moment, the parties may reciprocally demandperformance,


subject to the provisions of the lawgoverningthe form of contracts.
(1450a)

Art. 1476. In the case of a sale by auction:

(1) Where goods are put up for sale by auctioninlots,each lot is


the subject of a separate contract of sale.
(2) A sale by auction is perfected when the auctioneerannounces its
perfection by the fall of the hammer, orinother customary manner.
Until such announcementismade, any bidder may retract his bid;
and theauctioneermay withdraw the goods from the sale unless
theauctionhas been announced to be without reserve.

(3) A right to bid may be reserved expressly byor onbehalf of the


seller, unless otherwise providedbylaworby stipulation.

(4) Where notice has not been given that a salebyauction is subject
to a right to bid on behalf of theseller,it shall not be lawful for the
seller to bid himself ortoemploy or induce any person to bid at such
saleonhisbehalf or for the auctioneer, to employ or induceanyperson
to bid at such sale on behalf of the seller orknowingly to take any
bid from the seller or anypersonemployed by him. Any sale
contravening this rulemaybetreated as fraudulent by the buyer. (n)

Art. 1477. The ownership of the thing sold shall betransferred to


the vendee upon the actual or constructivedelivery thereof. (n)

Art. 1478. The parties may stipulate that ownershipinthething shall


not pass to the purchaser until he has fullypaidthe price. (n)
Art. 1479. A promise to buy and sell a
determinatethingforaprice certain is reciprocally demandable.

An accepted unilateral promise to buy or to sell a determinate thing for


a price certain is binding uponthepromissor if the promise is supported
by a considerationdistinct from the price. (1451a)
Art. 1480. Any injury to or benefit fromthe thing sold, afterthe
contract has been perfected, fromthe moment of theperfection of the
contract to the time of delivery, shall begoverned by Articles 1163 to
1165, and 1262.

This rule shall apply to the sale of fungible things,


madeindependently and for a single price, or without
considerationof their weight, number, or measure.

Should fungible things be sold for a price fixed accordingtoweight,


number, or measure, the risk shall not beimputedtothe vendee until they
have been weighed, counted, or measured and delivered, unless the
latter has incurredindelay. (1452a)

Art. 1481. In the contract of sale of goods by descriptionorby sample,


the contract may be rescinded if the bulkof thegoods delivered do not
correspond with the descriptionorthesample, and if the contract be by
sample as well as description, it is not sufficient that the bulk of goods
correspond with the sample if they do not also correspondwith the
description.

The buyer shall have a reasonable opportunity of comparingthe bulk


with the description or the sample. (n)

Art. 1482. Whenever earnest money is given in a contractofsale, it shall


be considered as part of the price andas proofofthe perfection of the
contract. (1454a)

Art. 1483. Subject to the provisions of the Statuteof Fraudsand of any


other applicable statute, a contract of salemaybemade in writing, or
by word of mouth, or partly inwritingandpartly by word of mouth, or
may be inferred fromtheconduct of the parties. (n)
Art. 1484. In a contract of sale of personal propertythepriceof
which is payable in installments, the vendor mayexerciseany of
the following remedies:

(1) Exact fulfillment of the obligation,


shouldthevendeefail to pay;

(2) Cancel the sale, should the vendee's failuretopaycover


two or more installments;

(3) Foreclose the chattel mortgage on the thingsold,ifone has


been constituted, should the vendee's failuretopay cover two or
more installments. In this case, heshallhave no further action
against the purchaser torecoverany unpaid balance of the price.
Any agreement tothecontrary shall be void. (1454-A-a)

Art. 1485. The preceding article shall be


appliedtocontractspurporting to be leases of personal property
withoptiontobuy, when the lessor has deprived the lessee of
thepossession or enjoyment of the thing. (1454-A-a)

Art. 1486. In the case referred to in two preceding articles,astipulation


that the installments or rents paid shall not bereturned to the vendee or
lessee shall be valid insofar asthesame may not be unconscionable under
the circumstances.(n)

Art. 1487. The expenses for the execution and registrationofthe sale
shall be borne by the vendor, unless thereis astipulation to the
contrary. (1455a)

Art. 1488. The expropriation of property for public useisgoverned by


special laws. (1456)

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