Contract Of Sale Vs. Contract To Sell 5qcv

A contract of sale may be absolute or conditional Art. 1458. One of the contracting parties obligates himself to transfer the ownership of and to deliver a determinate thing, and the other to pay therefor a price certain in money or its equivalent” Art 1479 promise to buy and sell a determinate thing for a price certain is reciprocally demandable, which obviously covers a contract to sell CTS&COS fall w/n the same genus, therefore the rules and principles applicable to both, except as modified by the fact that contracts to sell are primarily subj to suspensive conditions, therefore governed by the doctrines pertaining to conditional contract Art 1458 when the underlying primary obligation is not an obligation” to give” but rather an obligation “to do” which constitutes essentially of an obligation “to enter into a contract of sale”.

Meaning, the prospective seller does not as yet agree or consent the transfer of the property subj. of the contract to sell until the happening of an event. ---PAYMENT OF FULL PURCHASE PRICE Whereby the prospective seller while expressly reserving the ownership of the subj. property despite delivery thereof to the prospective buyer, binds himself to sell the said property EXCLUSIVELY to the prospective buyer upon fulfillment of the condition. In a Contract to sell real property on installments, the full payment of the purchase price is a positive condition, and that the transfer of ownership and title would occur after full payment of the price.

Contract to sell – when it merely provided the manner by w/c the full consideration is to be computed and the time when it is to be paid. Conditional obligation is subordinated to the happening of the future and uncertain event. The principle is that the seller decides to do at consummation stage should not charge the essential characterization of the contract at the point of perfection. A contract to sell, may not even be considered as a conditional contract of sale where the seller may likewise reserve title to the property subj. of the sale until the fulfillment of a suspensive condition, bcoz in a conditional contract of sale, the first element of consent is present, although it is conditioned upon the happening of a contingent event w/c may or may not occur. However, if a suspensive condition is fulfilled, the contract of sale is thereby perfected, such that if there had already been previous delivery of the property subj. of the sale to the buyer, ownership thereto authomaticaly transfers to the buyer by operation of law without any further act having to be performed by the seller.

Conversely, where all are present, the result is a valid contract. However, some parties introduce various kinds of restrictions or modalities, the lack of which will not , however affect the validity of the contract A contract to sell constitutes a valid contract, but it may not be wholly demandable until the suspensive condition upon which it based is fulfilled.

Example Contract between parties: typical characteristic of a contract to sell A) Sellers agree not to alienate, encumber or in any manner to modify the right of title to said property B) The seller shall pay the real estate taxes thereon until it has been transferred to the buyer C) That on the full payment of the purchase price of the property, a seller will deliver a deed conveying to the buyer the title in fee simple fee from all liens and encumbrances