Law on Sales Essay Example

Law on Sales Essay Article 1458 of the Civil Code de? nes â€Å"sale† as a contract whereby one of the contracting parties (Seller) obligates himself to transfer the ownership, and to deliver the possession, of a determinate thing; and the other party (Buyer) obligates himself to pay therefor a price certain in money or its equivalent. 1 The Roman Law concept embodied in the old Civil Code2 that treated delivery of tangible property as the sole purpose of sale has been modi? d under the present Article 1458, which applies the common law concept of requiring the obligation to transfer the ownership of the subject matter of the sale as a principal obligation of the seller. 1. Nature of Obligations Created in a Sale The de? nition of the contract of sale under Article 1458 provides that its perfection brings about the creation of two sets of obligations: (a) Two OBLIGATIONS of the SELLER to: (i) Transfer the Ownership,3 and 1 Alfredo v. Borras, 404 SCRA 145 (2003); Cruz v. Fernando, 477 SCRA 173 (2 005); Roberts v. Papio, 515 SCRA 346 (2007). 2 Art. 445 of the old Civil Code. 3 Flancia v. Court of Appeals, 457 SCRA 224, 231 (2005), de? nes â€Å"ownership† as â€Å"the independent and general power of a person over a thing for purposes recognized by law and within the limits established thereby — aside form the jus utendi and the jus abutendi inherent in the right to enjoy the thing, the right to dispose, or the jus disponendi, is the power of the owner to alienate, encumber, transform and even destroy the thing owned. † 1 2 LAW ON SALES (ii) Deliver the Possession, of the SUBJECT MATTER; (b) An OBLIGATION for the BUYER to: (i) Pay the PRICE . Both sets of obligations, are real obligations or obligations â€Å"to give,† as contrasted from personal obligations â€Å"to do† and â€Å"not to do,† and can be the proper subject of actions for speci? c performance. 5 In contrast, obligations to do or not to do, cannot be enforced through actions for speci? c performance because of the public policy against involuntary servitude;6 although the creditor can have the same executed by another at the cost of the obligor,7 and the obligor’s refusal to comply can be the basis for claims for damages. To illustrate, Article 1480 of the Civil Code, which crossrefers to Article 1165 thereof, provides that when what is to be delivered is a determinate thing, the buyer, in addition to the right to recover damages, may compel the seller to make the delivery. In other words, a defaulting party in a sale cannot insist on just paying damages when the non-defaulting party demands performance. 2. Subject Matter of Sal e Although Article 1458, in de? ning sale, uses the word â€Å"determinate† to describe the subject matter of the sale, the present Law on Sales has expanded the coverage to include generic objects which are at least â€Å"determinable. Article 1460 states that the â€Å"requisite that the thing be determinate is satis? ed if at the time the contract is entered into, the thing is capable of 4 Acap v. Court of Appeals, 251 SCRA 30 (1995); Velarde v. Court of Appeals, 361 SCRA 56 (2001). 5 Art. 1165 of the Civil Code: â€Å"When what is to be delivered is a determinate thing, the creditor . . . may compel the debtor to make the delivery. If the thing is indeterminate or generic, he may ask that the obligation be complied with at the expense of the debtor. 6 Sec. 18(2), Art. III, 1987 Constitution. 7 Art. 1167, Civil Code. 8 Art. 1170, Civil Code. NATURE OF SALE 3 being made determinate without the necessity of a new or further agreement between the parties,† which incl udes â€Å"determinable† albeit generic objects as valid subject matters of sale. Nonetheless, the use of the word â€Å"determinate† in the de? nition of sale under Article 1458 seems accurate since it pertains to the performance of the obligations of the seller to transfer ownership and to deliver possession. We will write a custom essay sample on Law on Sales specifically for you for only $16.38 $13.9/page Order now We will write a custom essay sample on Law on Sales specifically for you FOR ONLY $16.38 $13.9/page Hire Writer We will write a custom essay sample on Law on Sales specifically for you FOR ONLY $16.38 $13.9/page Hire Writer This would require that even if the subject matter of the sale was generic (determinable), the performance of the seller’s obligation would require necessarily its physical segregation or particular designation, making the subject matter determinate at the point of performance. The use of the word â€Å"determinate† to describe the subject matter emphasizes more speci? cally the fact that the obligation to deliver and transfer ownership can be performed only with the subject matter becoming speci? or determinate, and is not meant to exclude certain generic things from validly becoming the proper subject matter of sale, at the point of perfection. 3. Elements of Contract of Sale Coronel v. Court of Appeals,9 enumerates the essential elements of a valid contract of sale to consist of the following: (a) CONSENT, or meeting of the minds to transfer ownership in exchange for the price; (b) SUBJECT MATTER; and (c) PRICE, certain in money or its equivalent. 10 263 SCRA 15 (199 6). See also Jovan Land, Inc. v. Court of Appeals, 268 SCRA 160 (1997); Quijada v. Court of Appeals, 299 SCRA 695 (1998); Co v. Court of Appeals, 312 SCRA 528 (1999); Heirs of San Andres v. Rodriguez, 332 SCRA 769 (2000); Roble v. Arbasa, 362 SCRA 69 (2001); Penalosa v. Santos, 363 SCRA 545 (2001); Polytechnic University of the Philippines v. Court of Appeals, 368 SCRA 691 (2001); Katipunan v. Katipunan, 375 SCRA 199 (2002); Londres v. Court of Appeals, 394 SCRA 133 (2002); Manongsong v. Estimo, 404 SCRA 683 (2003); Jimenez, Jr. v. Jordana, 444 SCRA 250 (2004); San Lorenzo Dev. Corp. v. Court of Appeals, 449 SCRA 99 (2005); Yason v. Arciaga, 449 SCRA 458 (2005); Roberts v. Papio, 515 SCRA 346 (2007); Navarra v. Planters Dev. Bank, 527 SCRA 562 (2007); Republic v. Florendo, 549 SCRA 527 (2008). 10 9 4 LAW ON SALES When all three elements are present, there being a meeting of the minds, then a perfected contract of sale arises, and its validity is not affected by the fact that previously a ? ctitious deed of sale was executed by the parties,11 or by the fact of nonperformance of the obligations thereafter. Unfortunately, the Supreme Court has considered in a number of decisions that the resulting sale is â€Å"void† when some of the essential requisites are not present. 2 To the author, the more appropriate term to use when an essential element is not present at meeting of the mind is to declare a â€Å"no contract† situation. To illustrate, Dizon v. Court of Appeals,13 holds that all three elements of consent, subject matter and consideration must be present for a valid sale to exist; and that in a situation where any of the elements is no t present, â€Å"[t]there was no perfected contract of sale,†14 and that â€Å"the absence of any of these essential elements negates the existence of a perfected contract of sale,†15 rather than using the technical term â€Å"void. In Manila Container Corp. v. PNB,16 the Court held that absence of the concurrence of all the essential elements, the giving of earnest money cannot establish the existence of a perfected contract of sale. On the other hand, when all three elements are present, but there is defect or illegality constituting any of such elements, the resulting contract is either voidable when the defect constitutes a vitiation of consent, or void as mandated under Article 1409 of the Civil Code. Penalosa v. Santos, 363 SCRA 545 (2001). Mapalo v. Mapalo, 17 SCRA 114 (1966) and Rongavilla v. Court of Appeals, 294 SCRA 289 (1998), both consider the contract â€Å"void† even when they agreed that there was no meeting of the minds on the price stated in the underlying instrument of sale. Bagnas v. Court of Appeals, 176 SCRA 159 (1989), considers a simulated price or a nominal price to give rise to a â€Å"void† contract of sale. Cabotaje v. Pudunan, 436 SCRA 423 (2004), considers the lack of consent by the owner of the property to bring about a â€Å"void† sale. 13 302 SCRA 288 (1999). 14 Ibid, at p. 301. 15 Ibid, at p. 302. Reiterated in Firme v. Bukal Enterprises and Dev. Corp. , 414 SCRA 190 (2003). 16 511 SCRA 444 (2006). 2 11 NATURE OF SALE 5 4. Stages in the Life of Sale Strictly speaking, there are only two stages in the â€Å"life† of a contract of sale, i. e. , perfection and consummation, since it is only at perfection that sale as a contract begins to exist in the legal world. Until sale is perfected, it cannot serve as an independent source of obligation, nor as a binding juridical relation between the parties. 17 Nevertheless, the Supreme Court18 has considered the following to be the stages in the life of a sale: (a) POLICITACION, negotiation, or preparation stage; (b) PERFECTION, conception or â€Å"birth†; and (c) CONSUMMATION or â€Å"death. Policitacion or negotiation covers the period from the time the prospective contracting parties indicate their interests in the contract to the time the contract is perfected; perfection takes place upon the concurrence of the essential elements of the sale which are the meeting of the minds of the parties as to the object of the contract and upon the price; and consummation begins when the parties perform their respective undertaking under the contract of sale, culminating in the extinguishment thereof. 19 ESSENTIAL CHARACTERISTICS OF SALE Before dissecting sale as a contract, it would be useful to look at sale from a general point of view, by analyzing its essential characteristics. 17 Jovan Land, Inc. v. Court of Appeals, 268 SCRA 160, 164 (1997); Dizon v. Court of Appeals, 302 SCRA 288 (1999); Platinum Plans Phil. , Inc. v. Cucueco, 488 SCRA 156 (2006); Manila Metal Container Corp. v. PNB, 511 SCRA 444 (2006); Roberts v. Papio, 515 SCRA 346 (2007). 18 Ang Yu Asuncion v. Court of Appeals, 238 SCRA 602 (1994); Toyota Shaw, Inc. v. Court of Appeals, 244 SCRA 320 (1995); Limketkai Sons Milling, Inc. . Court of Appeals, 250 SCRA 523 (1995); Jovan Land, Inc. v. Court of Appeals, 268 SCRA 160 (1997); Province of Cebu v. Heirs of Ru? na Morales, 546 SCRA 315 (2008). 19 San Miguel Properties Philippines v. Huang, 336 SCRA 737, 743 (2000). 6 LAW ON SALES 1. Nominate and Principal Sale is a nominate contract since it has been given a particular name by law;20 more importantly, its nature and consequences are governed by a set of rules in the Civil Code, which euphemistically we refer to as the â€Å"Law on Sales. Sale is a principal contract, as contrasted from accessory or preparatory contracts, because it can stand on its own, and does not depend on another contract for its validity or existence; more importantly, that parties enter into sale to achieve within its essence the objectives of the transaction, and simply not in preparation for another contract. The â€Å"nominate and principal† characteristics of sale leads to the doctrine held by the Supreme Court that in determining the real character of the contract, the title given to it by the parties is not as signi? ant as its substance. 21 In one case,22 the Court held that in determining the nature of a contract, the courts look at the intent of the parties and not at the nomenclature used to describe it, and that pivotal to deciding such issue is the true aim and purpose of the contracting parties as shown by the terminology used in the c ovenant, as well as â€Å"by their conduct, words, actions and deeds prior to, during and immediately after executing the agreement. † In another case,23 the Court held that contracts are not de? ed by the parties thereto but by the principles of law; and that in determining the nature of a contract, the courts are not bound by the name or title given to it by the contracting parties. The other doctrinal signi? cance of the â€Å"nominate and principal† characteristics of sale is that all other contracts which have for their objective the transfer of ownership and delivery of possession of a determinate subject matter for a valuable consideration, are governed necessarily by the Law on Sales. 24 Art. 1458, Civil Code. Bowe v. Court of Appeals, 220 SCRA 158 (1993); Romero v. Court of Appeals, 250 SCRA 223 (1995); Santos v. Court of Appeals, 337 SCRA 67 (2000). 22 Lao v. Court of Appeals, 275 SCRA 237, 250 (1997). 23 Cavite Dev. Bank v. Lim, 324 SCRA 346 (2000). 24 In-depth discussions of this doctrinal signi? cance are found in Chapter 3. 21 20 NATURE OF SALE 7 2. Consensual Sale is consensual contract (as contrasted from solemn and real contracts), since it is perfected by mere consent, at the moment there is a meeting of the minds upon the thing which is the object of the contract and upon the price. 25 Buenaventura v. Court of Appeals,26 held that a sale over a subject matter is not a real contract, but a consensual contract, which becomes a valid and binding contract upon the meeting of the minds as to the price. Once there is a meeting of the minds as to the price, the sale is valid, despite the manner of its actual payment, or even when there has been breach thereof. If the real price is not stated in the contract, then the sale is valid but subject to reformation; if there is no meeting of the minds as to the price, because the price stipulated is simulated, then the contract is void. 7 Under Article 1475 of the Civil Code, from the moment of perfection of the sale, the parties may reciprocally demand performance, even when the parties have not af? xed their signatures to the written form of such sale,28 but subject to the provisions of the law governing the form of contracts. 29 Consequently, the actual delivery of the subject matter or payment of the price agreed upon are not necessary compo nents to establish the existence of a valid sale;30 and their non25 Art. 1475, Civil Code. Balatbat v. Court of Appeals, 261 SCRA 128 (1996); Coronel v. Court of Appeals, 263 SCRA 15 (1996); Xentrex Automotive, Inc. . Court of Appeals, 291 SCRA 66 (1998); Laforteza v. Machuca, 333 SCRA 643 (2000); Londres v. Court of Appeals, 394 SCRA 133 (2002); San Lorenzo Dev. Corp. v. Court of Appeals, 449 SCRA 99 (2005); Yason v. Arciaga, 449 SCRA 458 (2005); Ainza v. Padua, 462 SCRA 614 (2005); Cruz v. Fernando, 477 SCRA 173 (2005); Marnelgo v. Banco Filipino Savings and Mortgage Bank, 480 SCRA 399 (2006); MCC Industries Sales Corp. v. Ssanyong Corp. , 536 SCRA 408 (2007); Castillo v. Reyes, 539 SCRA 193 (2007); Roberts v. Papio, 515 SCRA 346 (2007). 26 416 SCRA 263 (2003). 27 Ibid, at p. 271, citing VILLANUEVA, PHILIPPINE LAW ON SALES, p. 4 (1998). 28 Gabelo v. Court of Appeals, 316 SCRA 386 (1999); Province of Cebu v. Heirs of Ru? na Morales, 546 SCRA 315 (2008). 29 Co v. Court of Appeals, 3 12 SCRA 528 (1999). Also City of Cebu v. Heirs of Candido Rubi, 306 SCRA 408 (1999); San Lorenzo Dev. Corp. v. Court of Appeals, 449 SCRA 99 (2005). 30 Alcantara-Daus v. de Leon, 404 SCRA 74 (2003); Buenaventura v. Court of Appeals, 416 SCRA 263 (2003). 8 LAW ON SALES performance do not also invalidate or render â€Å"void† a sale that has began to exist as a valid contract at perfection; non-performance, merely becomes the legal basis for the remedies of either speci? performance or rescission, with damages in either case. 31 The binding effect of a deed of sale on the parties is based on the principle that the obligations arising therefrom have the force of law between them. 32 In Fule v. Court of Appeals,33 the Court summarized the doctrines pertaining to sale being a consensual contract, thus: A contract of sale is perfected at the moment there is a meeting of the minds upon the thing which is the object of the contract and upon the price. 4 Being consensual, a contract o f sale has the force of law between the contracting parties and they are expected to abide in good faith by their respective contractual commitments. Article 1358 of the Civil Code which requires the embodiment of certain contracts in a public instrument, is only for convenience,35 and registration of the instrument only adversely affects third parties. 36 Formal requirements are, therefore, for the bene? t of third parties. Non-compliance therewith does not adversely affect the validity of the contract nor the contractual rights and obligations of the parties thereunder. 7 Since sale is a consensual contract, the party who alleges it must show its existence by competent proof, as well as of the 31 Gabelo v. Court of Appeals, 316 SCRA 386 (1999); Alcantara-Daus v. de Leon, 404 SCRA 74 (2003); Buenaventura v. Court of Appeals, 416 SCRA 263 (2003), citing this particular passage in VILLANUEVA, PHILIPPINE LAW ON SALES, p. 54 (1998). 32 Veterans Federation of the Philippines v. Court of Appeals, 345 SCRA 348 (2000). 33 286 SCRA 698 (1998). 34 Citing Art. 1475, Civil Code; Romero v. Court of Appeals, 250 SCRA 223 (1995). 35 Citing Aspi v. Court of Appeals, 236 SCRA 94 (1994). 36 Citing Olegario v. Court of Appeals, 238 SCRA 96 (1994). 37 286 SCRA 698, 712-713 (1998). Reiterated in Quijada v. Court of Appeals, 299 SCRA 695 (1998); Agasen v. Court of Appeals, 325 SCRA 504 (2000). NATURE OF SALE 9 essential elements thereof. 38 However, when all three elements of a sale are present, there being a meeting of the minds, then a perfected contract of sale arises, and its validity is not affected by the fact that previously a ? titious deed of sale was executed by the parties;39 and at that point the burden is on the other party to prove the contrary. 40 Despite the consensual character of a sale, under Article 1332 of the Civil Code, when one of the parties is unable to read, or if the contract is in a language not understood by him, and mistake or fraud is alleged, the person enforcing the contract must show that the terms thereof have been fully explained to the form er. 41 a. Modalities That Affect the Characteristic of Consensuality The consensual characteristic of sale can be affected by modalities that by stipulation may be added into the contractual relationship, such as a suspensive term or condition. Binan Steel Corp. v. Court of Appeals,42 reminds us that â€Å"even if consensual, not all contracts of sale become automatically and immediately effective. . . In sales with assumption of mortgage, the assumption of mortgage is a condition precedent to the seller’s consent and therefore, without approval of the mortgagee, the sale is not perfected. † On the other hand, National Housing Authority v. Grace Baptist Church,43 demonstrates clearly that even the delivery and taking possession of the subject matter by the buyer with the knowledge or consent of the seller, would not bring about the perfection and binding effect of the sale, when the meeting of the minds is incomplete, there being no agreement yet on the ? nal price. 38 Villanueva v. Court of Appeals, 267 SCRA 89 (1997); Roberts v. Papio, 515 SCRA 346 (2007). 39 Penalosa v. Santos, 363 SCRA 545 (2001). 40 Heirs of Ernesto Biona v. Court of Appeals, 362 SCRA 29 (2001). 41 Vda. de Ape v. Court of Appeals, 456 SCRA 193 (2005). 2 391 SCRA 90 (2002). 43 424 SCRA 147 (2004). 10 LAW ON SALES 3. Bilateral and Reciprocal Sale is a bilateral contract embodying reciprocal obligations, as distinguished from a unilateral contract, because it imposes obligations on both parties to the relationship,44 and whereby the obligation or promise of each party is the cause or consideration for the obligation or promise of the other. 45 Recipr ocal obligations are â€Å"those which arise from the same cause, and in which each party is a debtor and a creditor of the other, such that the obligation of one is dependent upon the obligation of the other. They are to be performed simultaneously such that the performance of one is conditioned upon the simultaneous ful? llment of the other. †46 The legal effects and consequences of sale being a bilateral contract composed of reciprocal obligations are as follows: (a) The power to rescind is implied, and such power need not be stipulated in the contract in order for the innocent party to invoke the remedy;47 (b) Neither party incurs delay if the other party does not comply, or is not ready to comply in a proper manner, with what is incumbent upon him;48 and (c) From the moment one of the parties ful? ls his obligation, the default by the other begins,49 without the need of prior demand. 50 Since both parties in a sale are bound by their respective obligations which are reciprocal in nature, then a party cannot Art. 1458, Civil Code; People v. Tan, 338 SCRA 330 (2000). Art. 1191, Civil Code; see also Vda. De Quirino v. Palarca, 29 SCRA 1 (1969). 46 Agro Conglomerates, Inc. v. Court of Appeals, 348 SCRA 450 (2000). See also Ong v. Court of Appeals, 310 SCRA 1 (1999); Mortel v. KASSCO, 348 SCRA 391 (2000); Carrascoso, Jr. v. Court of Appeals, 477 SCRA 666 (2005). See also Vda. De Quirino v. Palarca, 29 SCRA 1 (1969) as it pertains to an option contract. 47 Art. 1191, Civil Code. 48 Art. 1168, last paragraph, Civil Code; Almocera v. Ong, 546 SCRA 164 (2008). 49 Ibid. 50 Art. 1191, Civil Code. 45 44 NATURE OF SALE 11 simply choose not to proceed with the sale by offering also the other party not to be bound by his own obligation; that each party has the remedy of speci? c performance; and that rescission or resolution cannot be enforced by defaulting party upon the other party who is ready and willing to proceed with the ful? lment of his obligation. 51 Polytechnic University of the Philippines v. Court of Appeals,52 summed up the reciprocal and nominate nature of sale, thus: â€Å"It is therefore a general requisite for the existence of a valid and enforceable contract of sale that it be mutually obligatory, i. e. , there should be a concurrence of the promise of the vendor to sell a determinate thing and the promise of the vendee to receive and pay for the property so delivered and transferred. †53 Consequently, Carrascoso, Jr. . Court of Appeals,54 held that since a sale is constituted of reciprocal obligations, then â€Å"[t]he right of rescission of a party to an obligation under Article 1191 is predicated on a breach of faith by the other party who violates the reciprocity between them. † 4. Onerous Sale is an onerous contract, as distinguished from a gratuitous contract, because it imposes a valuable consideration as a prestation, which ideally is a price certain in money or its equivalent. 55 In Gaite v. Fonacier,56 the Court ruled that the stipulation in a contract of sale on the payment of the balance of the purchase price must be deemed to cover a suspensive period rather than a condition since â€Å"there can be no question that greater reciprocity obtains if the buyer’s obligation is deemed to be actually existing, with only its maturity (due date) postponed or deferred, than if such obligation were viewed as non-existing or not binding until 51 52 Almira v. Court of Appeals, 399 SCRA 351 (2003). 368 SCRA 691 (2001). 3 Ibid, at p. 705. 54 477 SCRA 666, 686 (2005). 55 Art. 1458, Civil Code. 56 2 SCRA 831 (1961). 12 LAW ON SALES the ore was sold. †57 The Court held that the rules of interpretation would incline the scales in favor of â€Å"the greater reciprocity of interests,† since sale is essentially an onerous contract. 5. Commutative Sale is a commutative contract, as distinguished from an aleatory contract, because a thing of value is exchanged for equal value, i. e. , ideally the value of the subject matter is equivalent to the price paid. Nevertheless, there is no requirement that the price be equal to the exact value of the subject matter; all that is required is for the seller to believe that what was received was of the commutative value of what he gave. 58 Again Gaite held that a sale is â€Å"normally commutative and onerous: not only does each one of the parties assume a correlative obligation (the seller to deliver and transfer ownership of the thing sold, and the buyer to pay the price), but each party anticipates performance by the other from the very start. 59 Gaite recognized that although in a sale â€Å"the obligation of one party can be lawfully subordinated to an uncertain event, so that the other understands that he assumes the risk of receiving nothing for what he gives (as in the case of a sale of hope or expectancy, emptio spei), it is not in the usual course of business to do so; hence, the contingent character of the obligation must clearly appear. 60 Gaite therefore acknowledged that obligation s in a sale can be subordinated to a suspensive condition with the party fully aware that â€Å"he assumes the risk of receiving nothing for what he gives,† although such stipulation may seem to be contrary to the commutative nature of a sale. This con? rms the view that although â€Å"commutativeness† is an essential characteristic of a sale, the test for compliance therewith is not objective but rather subjective; i. e. , so long as the party believes in all honesty that he is receiving good value for what he transferred, then it complies 57 58 Ibid, at p. 838. Buenaventura v. Court of Appeals, 416 SCRA 263 (2003). 59 2 SCRA 831, 837 (1961). 60 Ibid. NATURE OF SALE 13 with the commutative character of a sale, and would not be deemed a donation nor an aleatory contract. Take the example of a seller, selling his old car for only 5200,000. 00, when a more objective review of the prevailing market price for the particular model shows that its correct selling value would be 5500,000. 00. Under those circumstances, the contract perfected with the buyer would still be a sale, because by agreeing to receive a price of only 5200,000. 0, the seller believes honestly that he is receiving appropriate value for the car he is selling. Likewise, the consequences of negotiations and bargaining, such as being able to obtain a large discount, do not destroy the commutative nature of the sale, since in the end the test would be that the parties to the sale believe that they have each received the proper and appropriate value for what they eac h in turn gave up. However, the point of discussion pertaining to the subjective test of the commutative nature of sale cannot, and should not, be pushed to absurdity. Take a situation, where the same seller, knowing fully well that the going price for his car is 5200,000. 00, sells it for only 5100. 00 to the buyer. Even if the seller, is satis? ed in receiving only 5100. 00 for the car, the resulting contract, from a strictly legal standpoint, is not a sale, but more of a donation, and the law will presume that the underlying consideration must have been liberality. Therefore, the tax authorities may insist that the gift tax be paid on the transaction. This is all academic discussions, of course, since if no third party complains, the nature of the contract would never be at issue, and in all probability the contracting parties themselves would be bound by their characterization of the contract under the principle of estoppel. The subjective test of the commutative nature of sale is further bolstered by the principle that inadequacy of price does not affect ordinary sale. 61 Inadequacy of price may be a ground for setting aside an execution sale but is not a suf? cient ground for the cancellation of a voluntary contract of sale otherwise free 61 Arts. 355 and 1470, Civil Code; Ereneta v. Bezore, 54 SCRA 13 (1973). 14 LAW ON SALES from invalidating effects. 62 Inadequacy of price may show vice in consent, in which case the sale may be annulled, but such annulment is not for inadequacy of price, but rather for vitiation in consent. 63 Only recently Buenaventura v. Court of Appeals,64 held that: â€Å"Indeed, there is no requirement that the price be equal to the exact value of the subject matter of sale; all that sellers believed was that they received the commutative value of what they gave. All the respondents believed that they received the commutative value of what they gave. 65 6. Sale Is Title and Not Mode The perfection of a sale gives rise to the obligation on the part of the seller to transfer ownership and deliver possession of the subject matter; nevertheless, it would be delivery or tradition that is the mode to transfer ownership and possession to the buyer. Although in one case the Court de? ned a â€Å"sale† as a â€Å"contract transferring dominion and other real rights in the thing sold,†66 sale is merely title that creates the obligation on the part of the seller to transfer ownership and deliver possession, but on its own sale is not a mode that transfers ownership. 7 Thus, Alcantara-Daus v. de Leon,68 held that while a sale is perfected by mere consent, ownership of the thing sold is acquired only upon its delivery to the buyer. Upon the perfection of the sale, the seller assumes the obligation to transfer ownership and to deliver the thing sold, but the real right of ownership is transferred only â€Å"by tradition† or delivery thereof to the buyer. In Acap v. Court of Appeals,69 the Court held that an asserted right or claim to ownership, or a real right over a thing arising from Alarcon v. Kasilag, 40 O. G. Supp. 15, p. 203 (1940). Art. 1470, Civil Code. 4 416 SCRA 263 (2003). 65 Ibid, at p. 272. 66 Titong v. Court of Appeals, 287 SCRA 102 (1998). 67 Equatorial Realty Dev. , Inc. v. Mayfair Theater, Inc. , 370 SCRA 56 (2001); Alcantara-Daus v. de Leon, 404 SCRA 74 (2003). 68 404 SCRA 74 (2003). 69 251 SCRA 30, 38 (1995). 63 62 NATURE OF SALE 15 a juridical act, is not per se suf? cient to give rise to ownership over the thing; that right or title must be completed by ful? lling certain conditions imposed by law: â€Å"Hence, ownership and real rights are acquired only pursuant to a legal mode or process. While title (such as sale) is the juridical justi? ation, mode (like delivery) is the actual process of acquisition or transfer of ownership over a thing. † Acap held that the â€Å"Declaration of Heirship and Waiver of Rights† executed by the heirs waiving their inheritance rights in favor of a non-heir cannot be deemed a proper mode to affect title to the land involved because waiver of inheritance right can only be done in favor of another heir; whereas, it could not also be considered a sale contract because the document did not provide for the element of price, which is required for a valid sale under Article 1458 of the Civil Code. Manongsong v. Estimo,70 emphasized that once a sale has been duly perfected, its validity â€Å"cannot be challenged on the ground of the non-transfer of ownership of the property sold at that time of the perfection of the contract, since it is consummated upon delivery of the property to the vendee. It is through tradition or delivery that the buyer acquires ownership of the property sold. † Consequently, the proper remedy was not annulment, but rescission. Mode is the legal means by which dominion or ownership is created, transferred or destroyed (e. . , succession, donation, discovery, intellectual creation, etc. );71 title only constitutes the legal basis by which to affect dominion or ownership. Therefore, sale by itself does not transfer or affect ownership;72 the most that sale does is to create the obligation to transfer ownership; it is tradition or delivery, as a consequence of sale, that actually transfers ownership. 73 404 SCRA 683 (2003). Cited in San Lorenzo Dev. Corp. v. Court of Appeals, 449 SCRA 99, 113 (2005). 72 Quoted or used verbatim in San Lorenzo Dev. Corp. v. Court of Appeals, 449 SCRA 99, 113 (2005) without acknowledgment given to the author. 73 Equatorial Realty Dev. , Inc. v. Mayfair Theater, Inc. , 370 SCRA 56 (2001). The passage was quoted or used verbatim in San Lorenzo Dev. Corp. v. Court of Appeals, 449 SCRA 99, 114 (2005) without acknowledgment given to the author. 71 70 16 LAW ON SALES The Roman Law concept of sale encompassing only the obligation of the seller to deliver the property is actually consistent with the treatment of sale as merely a title, and by its perfection does not affect the ownership nor effect the transfer thereof to the buyer. Since it is tradition or delivery as the mode by which ownership over the subject matter is transferred to the buyer, the Roman Law concept of mandating delivery of possession of the subject matter as the essence of the sale contract would be logical. This is in stark contrast to the common law concept that the perfection of a sale over a determinate subject matter which is ready for delivery would legally transfer ownership to the buyer, even when there has been no actual or constructive delivery thereof by the seller. SALE DISTINGUISHED FROM OTHER SIMILAR CONTRACTS The other manner by which to â€Å"recognize† a sale is to know how to differentiate it from other contracts which may happen to have some characteristics similar to sale. The other contracts by which clear distinctions had to be made by the Supreme Court involved basically obligations to transfer ownership and deliver possession of a subject matter. In determining the nature or essential characteristic of a contract purported to be a sale, the Court has held that the title given to it by the parties is not as

The Relationship of the Human Sciences Essays

The Relationship of the Human Sciences Essays The Relationship of the Human Sciences Essay The Relationship of the Human Sciences Essay The Relationship of the Human Sciences to the Natural Sciences To a great extent, however, the human sciences do encompass natural facts and are based on knowledge of nature. If one were to imagine purely spiritual beings in a realm of persons which consisted only of such beings, then their coming-to-be, preservation, and development, as well as their extinction whatever representations we may form of the background from which these beings appear and into which they disappear would be dependent on purely spiritual conditions. Their well-being would be based on their relation to a world of spirit, their contact with each other and their interactions would be effected through purely mental means, and the lasting effects of their actions would be of a purely spiritual sort. Even their disappearance from the realm of persons would be grounded in the spiritual sphere. The system of such individuals would be known by pure sciences of spirit. In reality, however, an individual comes into being, survives, and develops on the basis of the functions of an animal organism and its connections to his natural environment. His feeling of life is, at least partly, based on these natural functions; his impressions are conditioned y his sense organs and the way they are affected by the external world. We find that the abundance and liveliness of his representations, the strength and direction of his acts of will, are in many ways dependent on changing conditions within his nervous system. His volitional impulses induce contractions in the muscle fibers when effect directed outwards is bound to molecular changes in his body; lasting results of his acts of will exist only in the form of changes in the material world. Thus the mental life off man is part of the psychophysical life-unit which is the form in which human existence and human life are manifested. Only by means of abstraction is mental life separable from that psychophysical life-unit. The system of these life-units is the reality which constitutes the subject matter of the socio-historical sciences. Whatever the metaphysical facts may be, man as a life-unit may be regarded from the two points of view that we have developed: seen from within he is a system of mental facts, but to the senses he is a physical whole. Inner and outer perception never occur in one and the same act, and consequently the reality of mental life is never even simultaneously with that of our body. On account of this, there are necessarily two different and irreducible standpoints for a scientific approach aimed at grasping the connection of the mental and the physical as expressed in the psychophysical life-unit. If I start with inner experience, then I find the whole external world to be given in my consciousness and all the laws of nature to be subject to the conditions of my consciousness and, therefore, dependent on them. This is the standpoint which German philosophy at the turn of the eighteenth century designated as transcendental philosophy. On the other hand, I can start from the world of physical nature, as I see it before me, and perceive psychic facts ordered within space and time; I then see changes within spiritual life subject to external interference-natural or experimental-consisting of physical changes impinging on the standpoint into a comprehensive picture of the dependence of the human spirit on the body. This results in a scientific approach which proceeds from Outer to inner, from physical changes to mental ones. Thus the antagonism between the philosopher and the natural scientist is conditioned by their antithetical starting mints. Let us now take as our point of departure the perspective of the natural sciences. Insofar as this perspective remains conscious of its limits, its results are incontestable. These results receive a closer determination of their cognitive value only from the standpoint of inner experience. Natural science analyzes the causal nexus of nature. Where this analysis has reached the point at which a material fact or change is regularly connected with a psychic fact or change, without a further intermediary being detectable between them, only this regularity itself can be established; no connection of cause and effect can be applied to this relation. We find uniformities in the one sphere of life regularly connected with uniformities of the other, and the mathematical concept of function is the appropriate expression for such a relationship. To conceive the course of mental changes running parallel to physical changes as comparable to the working of two synchronized clocks fits as well with experience as does a conception assuming only one clockwork, which, when taken informatively as a basis of explanation, considers both spheres of experience as but different manifestations of one ground. Dependence of the mental on the natural world is a relation according to which the overall natural context causally conditions those material facts and changes which are regularly, and apparently directly, connected with mental facts and changes. Thus the natural sciences regard the chain of causality as reaching into the domain of psychophysical life. But here we find a mode of change in which the relationship of the material and the Psychical is not governed by this sort of causal approach, and this change then in turn generates a change in the material world. In this context the physiologists experiments disclose he importance of the structure of the nervous system. By analyzing how the bewildering phenomena of life depend on each other, we can trace the sequence of natural changes which reach man, enter his nervous system through the senses, and give rise to sensations, representations, feelings, and desires which, in turn, affect the course of nature. The psychophysical life-unit which is filled with the immediate feeling of its undivided existence is analyzed into a system of empirically observable relations between facts of consciousness and observable relations of structure and the functions of the nervous system. For every psychic act shows itself to be connected with a change in our body only by means of the nervous system; and a change in our body, in turn, is accompanied by a change in our psychic state only through its effect on the nervous system. This analysis of psychophysical life-units provides a clearer notion of their dependence on the overall context of nature within which they appear and act and from which they withdraw again. It also clarifies how the study of socio-historical reality depends on our knowledge of nature. From this, we can establish the extent to which the theories of Comet and Herbert Spencer are justified in locating these sciences in their hierarchy of all the sciences. While the present work will attempt to ground the relative independence of the human sciences, it must also consider the other perspective, which places them within the which can show how the human sciences are conditioned by our knowledge of nature and constitute the final and highest member in a progression which begins with mathematics. Mental facts comprise the uppermost limit of natural facts, and the latter the underlying Conditions of human life. Because the realm of persons, including human Society and history, is the highest phenomenon of the empirical world, knowledge of it must at countless points be based on the system of presuppositions which accounts for its development within the w hole of nature. Man, because of his position in the causal system of nature, Is conditioned by it in a twofold respect. The psychophysical life-unit, as we saw, receives through its nervous system continuous stimuli from the general course of nature which it in turn affects. Where the psychophysical unit affects nature this is characteristically in the form of action guided by purposes. On the one hand, nature and its constitution can govern this psychophysical unit in the shaping of purposes themselves; on the other hand, nature qua system of means for attaining these ends codetermines the psychophysical unit. Thus even in those cases where we exert our will, where we act on nature, we are dependent on the system of nature precisely because we are not blind forces but rather volitional creatures that reflectively establish their purposes. Accordingly, psychophysical units find themselves dependent on natural processes in a twofold manner: beginning with the earths position in the cosmic whole, nature as causal system conditions socio-historical reality. For the empirical researcher, the great problem of the relation between nature and freedom within socio-historical reality is subdivided into countless particular questions involving the relation between facts of the human world and influences of nature. On the other hand, the purposes of the human world have their repercussions on nature or on the earth, which man in this sense regards as his dwelling and in which he is busily making himself at home. These retroactive influences on nature are also dependent on using the laws of nature. All purposes lie exclusively within the sphere of human spirit, for this is what is truly real for man; but a purpose seeks its means of realization in the system of nature. The change which the creative power of spirit produces in the external world is often nearly inconspicuous. Yet only through it does the value thus created exist for other people as well. The few pages which came into the hands of Copernicus as the material remnants of the profound mental efforts by which the ancients first conceived the idea that the earth moves became the starting point for a revolution in our conception of the world. Now it can be seen how relative the delimitation of these two groups of sciences is. Disputes such as those about the status of universal linguistics are unproductive. At both points of transition between the study of nature and that of the human world I. . , where nature influences the development of the mind and where it is either influenced by or forms the passageway for influencing other minds-both sorts of knowledge always intermingle. Knowledge of the natural sciences overlaps with that of the human sciences. Because of this twofold formative influence of nature on human life, we can combine knowledge of how nature shapes human beings with insight in to how it provides us with material for action. Thus an important part of grammar and of music theory is derived from our knowledge of the natural laws of sound formation. Even a genius of accomplishments is conditioned by an understanding of this dependence. Here it can be further seen that, to a great extent, knowledge of the conditions supplied by nature and explored by natural science provides the basis for the study of the facts of the human world. The development of the individual, the manner in which the unman race has been dispersed throughout the earth, and finally mans historical destiny-all these are conditioned by the cosmic whole. Wars, for example, are a chief component of all history. They are the result of political decisions by states, but they are fought with weapons. The theory of war depends primarily on knowledge of the physical conditions which provide the basis and means for a conflict of wills, for the purpose of war is to impose our will on the enemy by means of physical force. This involves coercing the enemy to the point of defensiveness, until his position is ore disadvantageous than the sacrifice demanded of him and can only be exchanged for an even more disadvantageous one. In making such calculations the physical conditions and means are most important; therefore the scientific study of war has very little to say about the psychological factors involved. The sciences of man, society, and history take the sciences of nature as their basis in two ways: first, insofar as psychophysical units themselves can be studied only with the help of biology; second, insofar as nature is the medium of their purposive activity, which is aimed mainly at the domination of nature. In the first respect, the life sciences provide the basis; in the second, it is chiefly those of inorganic nature. The relation to be clarified consists first of all in the fact that these natural conditions determine the development and distribution of human life on the face of the earth, and secondly in the fact that the purposive activity of man is bound by the laws of nature and is thus conditioned by his knowledge and use of them. Thus the first relation shows only the dependence of man on nature, while the second includes this dependence only as the reverse side of the history of his increasing domination of the earth. Ritter has applied a comparative method to that part of the first relation that involves mans connections to the nature that surrounds him. He presented us with brilliant prospects. In particular, his comparative appraisal of the continents in terms of their contours yielded a sense of how world history might be predestined in accordance with the overall spatial articulation of the earth. But this approach, which Ritter regarded as teleology of universal history, and which Buckle placed in the service of naturalism, has not been confirmed by subsequent research. In place of the inception of a uniform dependence of man on nature, a more cautious conception has developed, namely, that the struggle of human, moral powers with the conditions of mechanistic spatiality has steadily reduced the dependence of those peoples that have a history, in contrast to those that do not. Thus here, too, a science of socio- historical reality has asserted itself-one which uses natural conditions to explain, but nevertheless is independent. The second relation shows that the dependence involved in adapting to conditions is connected with the overcoming of spatiality wrought science and technique in such a way that man in history attains mastery precisely by means of submission. The problem of the relation of the human sciences to our knowledge of nature can be solved only when we have resolved the opposition with which we began, namely, that between the transcendental standpoint for which standpoint which regards the development of the human spirit as subject to the conditions of nature. This task constitutes one aspect of the problem of knowledge. If this problem can be isolated for the human sciences, then a solution acceptable to all s by no means impossible. The conditions for such a solution would be a demonstration of the objective reality of inner experience and a proof of the existence of an external world from which we can then conclude that this external world contains human facts and spiritual meaning by means of a process of transferring our inner life into this world. Just as the eye which has been blinded by looking directly into the sun reproduces the suns image in the most diverse colors and in the most diverse places, so our perception multiplies the image of our inner fife and transfers it in manifold modifications to various points in surrounding nature. This process can be represented and Justified as an analogical inference from our own inner life that is originally given immediately to us alone. By means of representations of the objectifications linked with our own inner life, similar appearances in the external world are associated with a corresponding similar underlying source. Whatever nature may be in itself, it is sufficient for the study of the causality of the human spirit that natural phenomena can always be interpreted ND used as signs of reality, that uniformities of coexistence and succession can be- interpreted and used as a sign of such uniformities in reality. But-once we enter the world of human spirit and investigate nature insofar as it provides the content of spirit, insofar as it is woven into the will purposively or instrumentally, then nature is for us Just what it is in us. What nature may be in itself is here entirely irrelevant. It is enough that nature be given in such a way that we can count on its lawfulness for our actions and appreciate the beautiful appearance of its existence.