Obligations of the Vendor in a Contract of Sale (Philippine Civil Law)

Under the Civil Code of the Philippines, the vendor in a contract of sale has several obligations that ensure the delivery and proper transfer of ownership of the property sold. These obligations are primarily enumerated under Articles 1495 to 1505, as well as relevant provisions under other titles of the Code.

Here is a meticulous breakdown of the obligations:

1. To Transfer Ownership

Primary Obligation: The vendor must transfer ownership of the thing sold to the vendee. Ownership is transferred upon delivery, either actual or constructive, in accordance with the principle of tradition.
Legal Basis: Article 1496 provides that ownership of the thing sold is acquired by the vendee from the moment it is delivered to him in any of the ways specified by law.
Important Considerations:
- Ownership must be validly vested in the vendor at the time of sale, or the vendor must be able to acquire ownership before delivery.
- A vendor who sells something he does not yet own may still validly sell (e.g., future goods), provided delivery is possible when the obligation becomes due.

2. To Deliver the Thing Sold

Scope of Delivery:
- Delivery may be actual (physical) or constructive (symbolic).
- Constructive delivery includes execution of a public instrument, delivery by consent or agreement, delivery by operation of law, or delivery to a carrier or agent.
Specific Articles:
- Article 1497: Delivery must be made in such a way as to enable the vendee to take possession of the thing.
- Article 1498: When the sale is made through a public document, the execution of such document is equivalent to delivery.
- Article 1501: If goods are placed in possession of a third party by order of the vendor, delivery is considered complete.
- Article 1502: When goods are delivered to a carrier for transportation to the vendee, the carrier is deemed the agent of the vendee, completing delivery.

3. To Warrant Against Eviction

Concept: The vendor warrants that the vendee shall not be evicted from the thing sold due to a better right of ownership or possession claimed by a third party.
Legal Basis:
- Article 1548: The vendor guarantees that the vendee shall have legal and peaceful possession of the property sold.
- Article 1550: If eviction occurs, the vendor must:
  1. Return the price paid.
  2. Indemnify for damages, costs, and interest.
  3. Reimburse the expenses for the contract of sale.
Exceptions: The vendor is not liable for eviction if:
- The vendee expressly waived the warranty against eviction, provided he was aware of the risks at the time of sale.
- The eviction is due to causes imputable to the vendee.

4. To Warrant Against Hidden Defects

Scope:
- The vendor must ensure that the thing sold is free from hidden defects that render it unfit for its intended use or diminish its fitness to the extent that the vendee would not have bought it or would have paid a lower price.
Legal Basis:
- Article 1561: A defect is considered hidden if it is not apparent and could not have been discovered by the vendee through ordinary diligence.
- Article 1566: If a hidden defect exists, the vendee may choose:
  1. Acción redhibitoria: Rescission of the contract and recovery of the price.
  2. Acción quanti minoris: Reduction of the price.
Prescriptive Period:
- Six months from delivery of the thing sold (Article 1571).
- If the defect is apparent or known to the vendee at the time of the sale, no warranty applies.

5. To Deliver the Thing in the Condition Agreed Upon

Specific Requirement: The vendor must ensure that the property delivered conforms to the quality, quantity, and description stipulated in the contract.
Legal Basis:
- Article 1504: If there is a stipulation regarding quality or quantity, the vendor must adhere to such terms.
- Article 1539: In sales of land, if the area is less than or greater than agreed upon, the vendee may either demand rescission or adjustment of the price.

6. To Preserve the Thing Pending Delivery

Duty to Exercise Due Diligence:
- Until the thing is delivered, the vendor must take reasonable care to preserve it.
Legal Basis:
- Article 1163: The vendor must deliver the determinate thing with the diligence of a good father of a family.
- Article 1523: In case of goods, the risk of loss remains with the vendor until delivery is completed, unless the contrary is stipulated.

7. To Deliver Fruits and Accessions

Scope:
- The vendor must deliver all natural, industrial, and civil fruits accruing to the property sold from the time the obligation to deliver arises (Article 1164).
- Accessories, accretions, and appurtenances of the thing sold must also be included unless otherwise stipulated.

8. To Bear Expenses for the Execution and Delivery of the Contract

Legal Basis:
- Article 1487: The vendor is obligated to bear the costs of executing the deed of sale unless otherwise agreed.
- Article 1495: In case of doubt regarding expenses, the vendor generally assumes costs necessary for delivery, and the vendee assumes costs for registration.

9. To Comply with Special Laws or Agreements

If the sale involves goods, services, or properties subject to specific legal requirements (e.g., real estate, intellectual property, or regulated goods), the vendor must comply with applicable laws and regulations.
The vendor must also adhere to any stipulations included in the contract that are not contrary to law, morals, or public policy (Article 1306).

REMEDIES AGAINST BREACH OF OBLIGATIONS

Vendee’s Remedies:
- Rescission: If the vendor fails to deliver, the vendee may rescind the contract (Article 1191).
- Damages: The vendee may demand damages in addition to or in lieu of performance.
Vendor’s Defenses:
- If the vendee has not fulfilled their corresponding obligations (e.g., payment of the price), the vendor may withhold delivery under the principle of reciprocity in obligations (Article 1167).

This detailed summary captures the vendor's obligations under Philippine law in a contract of sale. If you need case citations or a more specific application, feel free to ask!