- Statute
- Civil Code
- Article
- Art. 1545
- Topic
- Obligations of the Vendor
- Status
- In force
- Book
- BOOK IV Obligations and Contracts
- Title
- TITLE VI SALES
- Chapter
- CHAPTER 4 Obligations of the Vendor
- Year
- 1949
- Cited by
- Multiple Supreme Court decisions
The provision
Where the obligation of either party to a contract of sale is subject to any condition which is not performed, such party may refuse to proceed with the contract or he may waive performance of the condition. If the other party has promised that the condition should happen or be performed, such first mentioned party may also treat the nonperformance of the condition as a breach of warranty. Where the ownership in the thing has not passed, the buyer may treat the fulfillment by the seller of his obligation to deliver the same as described and as warranted expressly or by implication in the contract of sale as a condition of the obligation of the buyer to perform his promise to accept and pay for the thing. (n)
Intellegal Wiki · In plain terms
Deals with unmet conditions in a sale. If a condition attached to one party's duty isn't fulfilled, that party may either back out or waive the condition and proceed; and if the other party had promised the condition would happen, its failure may be treated as a breach of warranty. Where ownership hasn't yet passed, the buyer may treat the seller's proper delivery of the goods as described and warranted as a condition of the buyer's own duty to accept and pay.
An editorially maintained plain-language explanation of this provision — not legal advice.
Cases applying this article
- Development Bank of the Philippines v. Ben P. Medrano G.R. No. 167004
- Vicente v. Court of Appeals G.R. No. 118347
- Paciencia A. Daleon v. Ma. Catalina P. Tan G.R. No. 186094
- Gloria A. Samedra Lacanilao v. Court of Appeals G.R. No. 121200
- Virgilio R. Romero v. Hon. Court of Appeals G.R. No. 107207
- Francisco Gonzales v. Severino C. Lim G.R. No. 130403