Art. 1475.

The contract of sale is perfected at the moment there is

a meeting of minds upon the thing which is the object of the
contract and upon the price.

From that moment, the parties may reciprocally demand

performance, subject to the provisions of the law governing the
form of contracts. (1450a)

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

(1) Where goods are put up for sale by auction in lots, each
lot is the subject of a separate contract of sale.

(2) A sale by auction is perfected when the auctioneer

announces its perfection by the fall of the hammer, or in
other customary manner. Until such announcement is made,
any bidder may retract his bid; and the auctioneer may
withdraw the goods from the sale unless the auction has
been announced to be without reserve.

(3) A right to bid may be reserved expressly by or on behalf

of the seller, unless otherwise provided by law or by
stipulation.

(4) Where notice has not been given that a sale by auction is
subject to a right to bid on behalf of the seller, it shall not be
lawful for the seller to bid himself or to employ or induce any
person to bid at such sale on his behalf or for the auctioneer,
to employ or induce any person to bid at such sale on behalf
of the seller or knowingly to take any bid from the seller or
any person employed by him. Any sale contravening this rule
may be treated as fraudulent by the buyer. (n)

Art. 1477. The ownership of the thing sold shall be transferred to

the vendee upon the actual or constructive delivery thereof. (n)

Art. 1478. The parties may stipulate that ownership in the thing
shall not pass to the purchaser until he has fully paid the price. (n)
Art. 1479. A promise to buy and sell a determinate thing for a
price certain is reciprocally demandable.

An accepted unilateral promise to buy or to sell a determinate

thing for a price certain is binding upon the promissor if the
promise is supported by a consideration distinct from the price.
(1451a)

Art. 1480. Any injury to or benefit from the thing sold, after the
contract has been perfected, from the moment of the perfection of
the contract to the time of delivery, shall be governed by Articles
1163 to 1165, and 1262.

This rule shall apply to the sale of fungible things, made

independently and for a single price, or without consideration of
their weight, number, or measure.

Should fungible things be sold for a price fixed according to

weight, number, or measure, the risk shall not be imputed to the
vendee until they have been weighed, counted, or measured and
delivered, unless the latter has incurred in delay. (1452a)

Art. 1481. In the contract of sale of goods by description or by

sample, the contract may be rescinded if the bulk of the goods
delivered do not correspond with the description or the sample,
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 correspond with the description.

The buyer shall have a reasonable opportunity of comparing the

bulk with the description or the sample. (n)

Art. 1482. Whenever earnest money is given in a contract of sale,

it shall be considered as part of the price and as proof of the
perfection of the contract. (1454a)

Art. 1483. Subject to the provisions of the Statute of Frauds and of

any other applicable statute, a contract of sale may be made in
writing, or by word of mouth, or partly in writing and partly by
word of mouth, or may be inferred from the conduct of the parties.
(n)

Art. 1484. In a contract of sale of personal property the price of

which is payable in installments, the vendor may exercise any of
the following remedies:

(1) Exact fulfillment of the obligation, should the vendee fail

to pay;

(2) Cancel the sale, should the vendee's failure to pay cover
two or more installments;

(3) Foreclose the chattel mortgage on the thing sold, if one

has been constituted, should the vendee's failure to pay
cover two or more installments. In this case, he shall have no
further action against the purchaser to recover any unpaid
balance of the price. Any agreement to the contrary shall be
void. (1454-A-a)

Art. 1485. The preceding article shall be applied to contracts

purporting to be leases of personal property with option to buy,
when the lessor has deprived the lessee of the possession or
enjoyment of the thing. (1454-A-a)

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

stipulation that the installments or rents paid shall not be returned
to the vendee or lessee shall be valid insofar as the same may not
be unconscionable under the circumstances. (n)

Art. 1487. The expenses for the execution and registration of the
sale shall be borne by the vendor, unless there is a stipulation to
the contrary. (1455a)

Art. 1488. The expropriation of property for public use is governed

by special laws. (1456)

Part 2
Art. 1507. A document of title in which it is stated that the goods
referred to therein will be delivered to the bearer, or to the order
of any person named in such document is a negotiable document
of title. (n)

Art. 1508. A negotiable document of title may be negotiated by

delivery:

(1) Where by the terms of the document the carrier,

warehouseman or other bailee issuing the same undertakes
to deliver the goods to the bearer; or

(2) Where by the terms of the document the carrier,

warehouseman or other bailee issuing the same undertakes
to deliver the goods to the order of a specified person, and
such person or a subsequent endorsee of the document has
indorsed it in blank or to the bearer.

Where by the terms of a negotiable document of title the goods

are deliverable to bearer or where a negotiable document of title
has been indorsed in blank or to bearer, any holder may indorse
the same to himself or to any specified person, and in such case
the document shall thereafter be negotiated only by the
endorsement of such endorsee. (n)

Art. 1509. A negotiable document of title may be negotiated by

the endorsement of the person to whose order the goods are by
the terms of the document deliverable. Such endorsement may be
in blank, to bearer or to a specified person. If indorsed to a
specified person, it may be again negotiated by the endorsement
of such person in blank, to bearer or to another specified person.
Subsequent negotiations may be made in like manner. (n)

Art. 1510. If a document of title which contains an undertaking by

a carrier, warehouseman or other bailee to deliver the goods to
bearer, to a specified person or order of a specified person or
which contains words of like import, has placed upon it the
words "not negotiable," "non-negotiable" or the like, such
document may nevertheless be negotiated by the holder and is a
negotiable document of title within the meaning of this Title. But
nothing in this Title contained shall be construed as limiting or
defining the effect upon the obligations of the carrier,
warehouseman, or other bailee issuing a document of title or
placing thereon the words "not negotiable,"  "non-negotiable," or
the like. (n)

Art. 1511. A document of title which is not in such form that it can
be negotiated by delivery may be transferred by the holder by
delivery to a purchaser or donee. A non-negotiable document
cannot be negotiated and the endorsement of such a document
gives the transferee no additional right. (n)

Art. 1512. A negotiable document of title may be negotiated:

(1) By the owner therefor; or

(2) By any person to whom the possession or custody of the

document has been entrusted by the owner, if, by the terms
of the document the bailee issuing the document undertakes
to deliver the goods to the order of the person to whom the
possession or custody of the document has been entrusted,
or if at the time of such entrusting the document is in such
form that it may be negotiated by delivery. (n)

Art. 1513. A person to whom a negotiable document of title has

been duly negotiated acquires thereby:

(1) Such title to the goods as the person negotiating the

document to him had or had ability to convey to a purchaser
in good faith for value and also such title to the goods as the
person to whose order the goods were to be delivered by
the terms of the document had or had ability to convey to a
purchaser in good faith for value; and

(2) The direct obligation of the bailee issuing the document

to hold possession of the goods for him according to the
terms of the document as fully as if such bailee had
 contracted directly with him. (n)

Art. 1514. A person to whom a document of title has been

transferred, but not negotiated, acquires thereby, as against the
transferor, the title to the goods, subject to the terms of any
agreement with the transferor.

If the document is non-negotiable, such person also acquires the

right to notify the bailee who issued the document of the transfer
thereof, and thereby to acquire the direct obligation of such bailee
to hold possession of the goods for him according to the terms of
the document.

Prior to the notification to such bailee by the transferor or

transferee of a non-negotiable document of title, the title of the
transferee to the goods and the right to acquire the obligation of
such bailee may be defeated by the levy of an attachment of
execution upon the goods by a creditor of the transferor, or by a
notification to such bailee by the transferor or a subsequent
purchaser from the transfer of a subsequent sale of the goods by
the transferor. (n)

Art. 1515. Where a negotiable document of title is transferred for

value by delivery, and the endorsement of the transferor is
essential for negotiation, the transferee acquires a right against the
transferor to compel him to endorse the document unless a
contrary intention appears. The negotiation shall take effect as of
the time when the endorsement is actually made. (n)

Art. 1516. A person who for value negotiates or transfers a

document of title by endorsement or delivery, including one who
assigns for value a claim secured by a document of title unless a
contrary intention appears, warrants:

(1) That the document is genuine;

(2) That he has a legal right to negotiate or transfer it;

(3) That he has knowledge of no fact which would impair the

 validity or worth of the document; and

(4) That he has a right to transfer the title to the goods and
that the goods are merchantable or fit for a particular
purpose, whenever such warranties would have been implied
if the contract of the parties had been to transfer without a
document of title the goods represented thereby. (n)

Art. 1517. The endorsement of a document of title shall not make

the endorser liable for any failure on the part of the bailee who
issued the document or previous endorsers thereof to fulfill their
respective obligations. (n)

Art. 1518. The validity of the negotiation of a negotiable

document of title is not impaired by the fact that the negotiation
was a breach of duty on the part of the person making the
negotiation, or by the fact that the owner of the document was
deprived of the possession of the same by loss, theft, fraud,
accident, mistake, duress, or conversion, if the person to whom the
document was negotiated or a person to whom the document was
subsequently negotiated paid value therefor in good faith without
notice of the breach of duty, or loss, theft, fraud, accident, mistake,
duress or conversion. (n)

Art. 1519. If goods are delivered to a bailee by the owner or by a

person whose act in conveying the title to them to a purchaser in
good faith for value would bind the owner and a negotiable
document of title is issued for them they cannot thereafter, while in
possession of such bailee, be attached by garnishment or
otherwise or be levied under an execution unless the document be
first surrendered to the bailee or its negotiation enjoined. The
bailee shall in no case be compelled to deliver up the actual
possession of the goods until the document is surrendered to him
or impounded by the court. (n)

Art. 1520. A creditor whose debtor is the owner of a negotiable

document of title shall be entitled to such aid from courts of
appropriate jurisdiction by injunction and otherwise in attaching
such document or in satisfying the claim by means thereof as is
allowed at law or in equity in regard to property which cannot
readily be attached or levied upon by ordinary legal process. (n)

Art. 1521. Whether it is for the buyer to take possession of the

goods or of 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.

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)