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VI. OBLIGATIONS OF THE VENDOR/SELLER - B. DELIVERY OF THE THING SOLD -…

- - - - TAKE or SEND?
        CASE-TO-CASE
        ARTICLE 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.
        
        PLACE OF DELIVERY? (IN ORDER):
        [SUBR]
        
        STIPULATED
        
        USAGE OF TRADE
        
        BUSINESS
        
        RESIDENCE
        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;
        
        REASONABLE TIME DELIVERY IF:
        
        SELLER BOUND TO DELIVER
        
        NO TIME FIXED
        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.
        
        3RD PERSON'S POSSESSION
        NO DELIVERY
        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
        
        NOT REASONABLE HOUR
        Demand or tender of delivery may be treated as ineffectual unless made at a reasonable hour.
        
        SELLER BEARS
        EXPENSES OF DELIVERABLE STATE
        Unless otherwise agreed, the expenses of and incidental to putting the goods into a deliverable state must be borne by the seller. (n)
        
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        QUESTION OF FACT
        What is a reasonable hour is a question of fact.
        
        AGENT 3RD PERSON
        unless and until such third person acknowledges to the buyer that he holds the goods on the buyer’s behalf.
        
        SPECIFIC GOODS DELIVERED IN
        SOME OTHER PLACE IF:
        
        KNOWLEDGE OF PARTIES
        
        THING WAS IN SOME OTHER PLACE
        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.
    - - VENDOR NOT BOUND TO DELIVER IF:
        
        NO PAY
        
        NO PERIOD TO PAY
        
        VENDEE FAILS TO MAKE USE OF TERM
        
        NOT BOUND TO DELIVER IF:
        
        NO PAY
        
        NO PERIOD TO PAY
        ARTICLE 1524. The vendor shall not be bound to deliver the thing sold, if the vendee has not paid him the price, or if no period for the payment has been fixed in the contract. (1466)
        
        NOT BOUND TO DELIVER IF:
        VENDEE FAILS TO MAKE USE OF TERMS:
        ARTICLE 1536. The vendor is not bound to deliver the thing sold in case the vendee should lose the right to make use of the terms as provided in article 1198. (1467a)
        
        VENDEE LOSES TERMS IF DEBTOR IS:
        ARTICLE 1198. The debtor shall lose every right to make use of the period:
        
        INSOLVENT
        -EXC: GUARANTY/SECURITY
        (1) When after the obligation has been contracted, he becomes insolvent, unless he gives a guaranty or security for the debt;
        
        GUARANTIES/SECURITIES:
        a. PROMISED
        b. NOT FURNISHED
        (2) When he does not furnish to the creditor the guaranties or securities which he has promised;
        
        GUARANTIES/SECURITIES
        a. IMPAIRED BY OWN ACTS
        b. DISAPPEARED THRU FORTUITOUS EVENT
        EXC: GIVES NEW ONES EQUALLY SATISFACTORY
        (3) When by his own acts he has impaired said guaranties or securities after their establishment, and when through a fortuitous event they disappear, unless he immediately gives new ones equally satisfactory;
        
        DEBTOR VIOLATES ANY UNDERTAKING
        -CREDITOR AGREED TO PERIOD
        -IN CONSIDERATION OF UNDERTAKING
        (4) When the debtor violates any undertaking, in consideration of which the creditor agreed to the period;
        
        ATTEMPT TO ABSCOND
        (5) When the debtor attempts to abscond. (1129a)
    - - a. REAL or ACTUAL DELIVERY
        
        CONTROL + POSSESSION
        Article 1497. The thing sold shall be understood as delivered, when it is placed in the control and possession of the vendee. (1462a)
      - b. CONSTRUCTIVE DELIVERY
        
        MODES OF DELIVERY
        (DELIVERY BY LEGAL FORMALITIES)
        
        PUBLIC INSTRUMENT
        a. NO IMPEDIMENT
        Article 1498. When the sale is made through a public instrument, the execution thereof shall be equivalent to the delivery of the thing which is the object of the contract, if from the deed the contrary does not appear or cannot clearly be inferred.
        
        (i. SYMBOLIC DELIVERY)
        
        KEYS/DEPOSITORY
        With regard to movable property, its delivery may also be made by the delivery of the keys of the place or depository where it is stored or kept. (1463a)
        
        CONSENT IF
        a. MOVABLE
        b. POSSESSION EITHER:
        -CAN'T BE AT SALE
        -ALREADY AT SALE
        NCC 1499.
        The delivery of :red_cross: movable property :red_cross: may likewise be made by the mere consent or agreement of the contracting parties, if the thing sold cannot be transferred to the possession of the vendee at the time of the sale, or if the latter already had it in his possession for any other reason. (1463a)
        
        (iv. TRADITIO CONSTITUTUM POSSESSORIUM)
        
        TCP = SELLER RETAINS POSSESSION
        Article 1500. There may also be tradition constitutum possessorium. (n)
        
        INCORPOREAL PROPERTY = 1498
        Article 1501. With respect to incorporeal property, the provisions of the first paragraph of article 1498 shall govern.
        
        IF NONE APPLICABLE:
        DELIVERY IS:
        
        TITLES in POSSESSION OF VENDEE;
        OR
        
        USE of RIGHTS BY VENDEE
        -WITH VENDOR'S CONSENT
        In any other case wherein said provisions are not applicable, the placing of the titles of ownership in the possession of the vendee or the use by the vendee of his rights, with the vendor's consent, shall be understood as a delivery. (1464)
        
        ENJOYMENT CANNOT SUFFICE IF:
        EXPRESS LAW REQUIRES SPECIFIC FORM
        The enjoyment of these rights cannot suffice where the law, by its express terms, requires a specific form to transfer ownership.
        (Fil-Estate Gold v. Vertex Sales)
        
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        SHARES OF STOCK REQUIRE
        DELIVERY OF CERTIFICATE
        Under Section 63 of the Corporation Code, shares of stock so issued are personal property and may be transferred by delivery of the certificate or certificates indorsed by the owner or his attorney-in-fact or other person legally authorized to make the transfer.
        
        TRADITIO BREVI MANU APPLIES TO
        REAL PROPERTY
        (2) the fact that the agreement was entered into in consideration of plaintiffs' desistance, as in fact they did desist, in prosecuting their reivindicatory action, thereby leaving the property in the hands of the then and now defendants — as owners thereof, necessarily. This was delivery brevi manu permissible under Articles 1499 and 1501 of the New Civil Code. (The property was RICE LAND, but the Court stated that NCC 1499-1501 applies as traditio brevi manu still).
        [Abuan v. Garcia]
        
        NOT JUST "MOVABLE PROPERTY"
        IMMOVABLES TOO
        Careful. It's not just "movable property." Traditio brevi manu is extended to REAL PROPERTY too. [Abuan v. Garcia.]
        
        v. DELIVERY TO COMMON CARRIER
        
        DEEMED DELIVERY:
        
        PURSUANT TO COS
        
        SELLER'S AUTH/REQ'ED
        -TO SEND
        
        DELIVERED TO CARRIER
        -NAMED BY BUYER OR NOT
        -PURPOSE OF TRANSMISSION TO BUYER
        ARTICLE 1523. Where, in pursuance of a contract of sale, the seller is authorized or required to send the goods to the buyer, delivery of the goods to a carrier, whether named by the buyer or not, for the purpose of transmission to the buyer is deemed to be a delivery of the goods to the buyer, except in the cases provided for in article 1503, first, second and third paragraphs, or unless a contrary intent appears.
        
        SELLER CONTRACTS WITH CARRIER
        ON BEHALF OF BUYER
        Unless otherwise authorized by the buyer, the seller must make such contract with the carrier on behalf of the buyer as may be reasonable, having regard to the nature of the goods and the other circumstances of the case.
        
        SELLER MUST NOTIFY BUYER IF:
        
        SELLER KNOWS or OUGHT TO KNOW:
        -IT IS USUAL TO INSURE
        Unless otherwise agreed, where goods are sent by the seller to the buyer under circumstances in which the seller knows or ought to know that it is usual to insure, the seller must give such notice to the buyer as may enable him to insure them during their transit, and,
        
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        OMIT:
        LOST/DAMAGE IN TRANSIT:
        
        DECLINE
        
        DAMAGES
        If the seller omit so to do, and the goods are lost or damaged in course of transit, the buyer may decline to treat the delivery to the carrier as a delivery to himself, or may hold the seller responsible in damages.
        
        UNLESS OTHERWISE AUTHORIZED
        BY THE BUYER
        
        EXCEPTIONS:
        
        BILL OF LADING
        
        CONTRARY INTENT
        
        SELLER MAY RESERVE POSSESSION/OWNERSHIP
        UNTIL CONDITIONS FULFILLED
        Article 1503. When there is a contract of sale of specific goods, the seller may, by the terms of the contract, reserve the right of possession or ownership in the goods until certain conditions have been fulfilled.
        RESERVATION MAY BE DONE
        DESPITE DELIVERY
        The right of possession or ownership may be thus reserved notwithstanding the delivery of the goods to the buyer or to a carrier or other bailee for the purpose of transmission to the buyer.
        
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        DELIVERY REQS:
        
        ACT! OF DELIVERY
        
        INTENT! TO DELIVER
        
        ACCEPTANCE! BY VENDEE
        In all forms of delivery, it is necessary that the act of delivery, whether constructive or actual, should be coupled with the intention of delivering the thing. The act, without the intention, is insufficient. The critical factor in the different modes of effecting delivery which gives legal effect to the act, is the actual intention of the vendor to deliver, and its acceptance by the vendee. Without that intention, there is no tradition.(Union Motor Corp. v. CA)
        
        SYMBOLIC DELIVERY REQUIRES:
        POSSIBLE :!: MAT-DEL AT SALE :alarm_clock:
        Such would be the case where the vendor has no control over the thing sold at the moment of the sale, and, therefore, its material delivery could not have been made.
        In order that the symbolic delivery may produce the effect of tradition, it is necessary that the seller has control over the thing sold that, at the moment of the sale, its material delivery could have been made.
        
        ADVERSE CLAIM = NO SYMBOLIC DELIVERY
        Thus, execution in a public instrument will not suffice if there is an adverse claim over the subject property. (Sarmiento v. Lecasa)
        
        CRITICAL FACTOR:
        INTENT TO DELIVER
        Norkis Distributors, Inc. vs. CA: held that the critical factor in the different modes of effecting delivery,which gives legal effect to the act is the actual intention of the vendor to deliver, and its acceptance by the vendee. Without that intention, there is no tradition.
        (Santos v. Santos)
        
        MA'AM: INTENTION
        Ma'am: At the end of the day, the intention to deliver is the critical factor; the intention of the parties shall prevail. (Not just actual possession)
      - SALE OF GOODS
        
        b. DELIVERY BY INSTALLMENTS
        BUYER NOT BOUND TO ACCEPT
        DELIVERY BY INSTALLMENTS
        Article 1583. Unless otherwise agreed, the buyer of goods is not bound to accept delivery thereof by installments.
        
        WHAT SUBSTANTIAL BREACH WARRANTS IS CASE-TO-CASE IF:
        
        INSTALLMENTS
        -SEPARATELY PAID
        
        SELLER MAKES DEFECTIVE DELIVERIES
        
        BUYER REFUSES w/o CAUSE TO PAY
        Where there is a contract of sale of goods to be delivered by stated instalments, which are to be separately paid for, and
        
        the seller makes defective deliveries in respect of one or more instalments,
        OR
        the buyer neglects or refuses without just cause to take delivery of or pay for one or more instalments,
        
        it depends in each case on the terms of the contract and the circumstances of the case,
        whether the breach of contract is so material as to justify the injured party in refusing to proceed further and suing for damages for breach of the entire contract, or whether the breach is severable, giving rise to a claim for compensation but not to a right to treat the whole contract as broken. (n)
        
        MAY BE:
        
        RESCIND WHOLE
        
        DAMAGES
        
        SEVERABLE BREACH BUT WHOLE CONTRACT NOT BROKEN
        
        UNLESS AGREED
        
        SALE OF IMMOVABLES
        
        a. WHERE PRICE IS AT CERTAIN RATE PER UNIT OF MEASURE
        
        ALL MENTIONED IN CONTRACT MUST BE PLACED IN POSSESSION OF VENDEE
        Article 1539. The obligation to deliver the thing sold includes that of placing in the control of the vendee all that is mentioned in the contract, in conformity with the following rules:
        
        EXCESS
        REJECT REST
        ACCEPT WHOLE -> PAY AT CONTRACT RATE
        Article 1540. If, in the case of the preceding article, there is a greater area or number in the immovable than that stated in the contract, the vendee may accept the area included in the contract and reject the rest. If he accepts the whole area, he must pay for the same at the contract rate. (1470a)
        
        DELIVER ALL IF:
        
        STATEMENT OF AREA
        
        RATE:
        a. CERTAIN PRICE
        b. FOR A UNIT OF MEASURE OR NUMBER
        If the sale of real estate should be made with a statement of its area, at the rate of a certain price for a unit of measure or number, the vendor shall be obliged to deliver to the vendee, if the latter should demand it, all that may have been stated in the contract;
        
        IF NOT POSSIBLE:
        
        REDUCTION
        
        RESCISSION
        -AT LEAST 1/10TH LACK
        but, should this be not possible, the vendee may choose between a proportional reduction of the price and the rescission of the contract, provided that, in the latter case, the lack in the area be not less than one-tenth of that stated.
        
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        b. SALE FOR A LUMP SUM
        
        ONE LUMP SUM
        PRICE: NO INCREASE/DECREASE
        AREA: MORE OR LESS
        Article 1542. In the sale of real estate,
        made for a lump sum and not at the rate of a certain sum for a unit of measure or number,
        there shall be no increase or decrease of the price,
        although there be a greater or less area or number than that stated in the contract.
        
        TWO LUMP SUM:
        SAME RULES
        The same rule shall be applied when two or more immovables as sold for a single price;
        
        EXCESS:
        BOUNDARIES PREVAIL
        EVEN IF EXCESS OF ACTUAL AREA
        but if, besides mentioning the boundaries, which is indispensable in every conveyance of real estate, its area or number should be designated in the contract, the vendor shall be bound to deliver all that is included within said boundaries, even when it exceeds the area or number specified in the contract;
        
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        2 SOLD + NO DIVISION
        1 ONLY
        it seems clear to us that the rule formulated for the second paragraph of article 1471 is inapplicable in the instant case inasmuch as all the land included within the boundaries of the two parcels sold has been delivered in its entirety to the vendee. There is no division of the land enclosed within the boundaries of the properties sold;||| (Azarraga v. Gay, G.R. No. 29449, [December 29, 1928], 52 PHIL 599-612)
        
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        RATIO: DETERMINATE OBJECT
        the reason for the regulation is clear and no doubts can arise from its application. It is concerned with determinate objects. The consideration of the contract, and the thing to be delivered is a determinate object, and not the number of units it contains. ||| (Azarraga v. Gay, G.R. No. 29449, [December 29, 1928], 52 PHIL 599-612)
        
        RULES: LUMP SUM
        
        ONE LUMP SUM
        a. EXCESS: NO INCREASE
        b. DEFICIT: NO DECREASE
        
        TWO LUMP SUM
        a. EXCESS: NO INCREASE
        b. DEFICIT: YES :!: DECREASE
        -ALSO RESCISSIBBLE :!!::
        
        DELIVER ACCESSIONS & ACCESSORIES
        PERFECTION STATE
        ARTICLE 1537. The vendor is bound to deliver the thing sold and its accessions and accessories in the condition in which they were upon the perfection of the contract.
        
        INJURY
        AFTER PERFECTION UNTIL DELIVERY
        Article 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.
        
        APPLIES TO SALE OF:
        
        FUNGIBLE THINGS
        
        INDEPENDENTLY
        
        FOR A SINGLE PRICE
        
        WITHOUT CONSIDERATION OF
        a. WEIGHT
        b. NUMBER or
        c. MEASURE
        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.
        
        IF FIXED WEIGHT/NUMBER/MEASURE
        RISK NOT IMPUTED TO VENDEE UNTIL
        
        WEIGHED/COUNTED/MEASURED; and
        
        DELIVERED
        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 VENDEE DELAYED
        unless the latter has incurred in delay. (1452a)
        
        Article 1163. Every person obliged to give something is also obliged to take care of it with the proper diligence of a good father of a family, unless the law or the stipulation of the parties requires another standard of care. (1094a)
        Article 1164. The creditor has a right to the fruits of the thing from the time the obligation to deliver it arises. However, he shall acquire no real right over it until the same has been delivered to him. (1095)
        Article 1165. When what is to be delivered is a determinate thing, the creditor, in addition to the right granted him by article 1170, 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.
        If the obligor delays, or has promised to deliver the same thing to two or more persons who do not have the same interest, he shall be responsible for any fortuitous event until he has effected the delivery. (1096)
        
        Article 1262. An obligation which consists in the delivery of a determinate thing shall be extinguished if it should be lost or destroyed without the fault of the debtor, and before he has incurred in delay.
        When by law or stipulation, the obligor is liable even for fortuitous events, the loss of the thing does not extinguish the obligation, and he shall be responsible for damages. The same rule applies when the nature of the obligation requires the assumption of risk. (1182a)
        
        FRUITS AT PERFECTION
        All the fruits shall pertain to the vendee from the day on which the contract was perfected. (1468a)
        
        "Personal rights over the fruits"
        
        a. DELIVERY OF WRONG QUANTITY
        
        BUYER MAY REJECT
        
        IF ACCEPT & RETAIN + KNEW SELLER WILL NOT PERFORM
        -PAY CONTRACT RATE
        Article 1522. Where the seller delivers to the buyer a quantity of goods less than he contracted to sell, the buyer may reject them, but if the buyer accepts or retains the goods so delivered, knowing that the seller is not going to perform the contract in full, he must pay for them at the contract rate.
        
        BUYER NOT LIABLE FOR MORE THAN
        FMV of RECEIVED GOODS
        
        BUYER USED/DISPOSED
        
        DIDN'T KNOW SELLER WILL NOT PERFORM IN FULL
        If, however, the buyer has used or disposed of the goods delivered before he knows that the seller is not going to perform his contract in full, the buyer shall not be liable for more than the fair value to him of the goods so received.
        
        EXCESS DELIVERY:
        
        BUYER MAY REJECT REST
        Where the seller delivers to the buyer a quantity of goods larger than he contracted to sell, the buyer may accept the goods included in the contract and reject the rest.
        
        BUYER MAY ACCEPT WHOLE
        If the buyer accepts the whole of the goods so delivered he must pay for them at the contract rate.
        
        MIXED WITH UNAGREED GOODS
        
        MAY REJECT REST
        Where the seller delivers to the buyer the goods he contracted to sell mixed with goods of a different description not included in the contract, the buyer may accept the goods which are in accordance with the contract and reject the rest.
        
        IF INDIVISIBLE -> MAY REJECT WHOLE
        In the preceding two paragraphs, if the subject matter is indivisible, the buyer may reject the whole of the goods.
        
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      - RECKONING POINT:
        DELIVERY = OWNERSHIP
        Article 1496. The ownership of the thing sold is acquired by the vendee from the moment it is delivered to him in any of the ways specified in articles 1497 to 1501, or in any other manner signifying an agreement that the possession is transferred from the vendor to the vendee. (n)
    - - DEMAND NOT NECESSARY IF
        However, the demand by the creditor shall not be necessary in order that delay may exist:
        
        EXPRESSLY DECLARED BY LAW/OBLIG
        (1) When the obligation or the law expressly so declare; or
        
        CONTROLLING MOTIVE
        (2) When from the nature and the circumstances of the obligation it appears that the designation of the time when
        the thing is to be delivered or
        the service is to be rendered
        was a controlling motive for the establishment of the contract; or
        
        USELESS
        (3) When demand would be useless, as when the obligor has rendered it beyond his power to perform.
        
        RECIPROCAL OBLIGATIONS:
        NO DELAY IF OTHER'S:
        
        NON-COMPLIANCE
        
        NOT READY TO COMPLY
        In reciprocal obligations, neither party incurs in delay if the other does not comply or is not ready to comply in a proper manner with what is incumbent upon him.
        
        FULFILLMENT
        From the moment one of the parties fulfills his obligation, delay by the other begins. (1100a)
    - - SELLER MUST CONTRACT WITH CARRIER
        ON BEHALF OF BUYER
        Unless otherwise authorized by the buyer, the seller must make such contract with the carrier on behalf of the buyer as may be reasonable, having regard to the nature of the goods and the other circumstances of the case.
        
        SELLER MUST NOTIFY BUYER IF:
        
        SELLER KNOWS or OUGHT TO KNOW:
        -IT IS USUAL TO INSURE
        Unless otherwise agreed, where goods are sent by the seller to the buyer under circumstances in which the seller knows or ought to know that it is usual to insure, the seller must give such notice to the buyer as may enable him to insure them during their transit, and,
        
        FAIL TO NOTIFY -> SELLER'S RISK
        IN TRANSIT
        if the seller fails to do so, the goods shall be deemed to be at his risk during such transit. (n)
        
        OMIT:
        LOST/DAMAGE IN TRANSIT:
        
        DECLINE
        
        DAMAGES
        If the seller omit so to do, and the goods are lost or damaged in course of transit, the buyer may decline to treat the delivery to the carrier as a delivery to himself, or may hold the seller responsible in damages.
        
        UNLESS OTHERWISE AUTHORIZED
        BY THE BUYER
      - EXCEPTIONS:
        
        BILL OF LADING
        
        CONTRARY INTENT
        
        CONDITIONAL SALE:
        SELLER MAY RESERVE POSSESSION/OWNERSHIP
        UNTIL CONDITIONS FULFILLED
        Article 1503. When there is a contract of sale of specific goods, the seller may, by the terms of the contract, reserve the right of possession or ownership in the goods until certain conditions have been fulfilled.
        RESERVATION MAY BE DONE
        DESPITE DELIVERY
        The right of possession or ownership may be thus reserved notwithstanding the delivery of the goods to the buyer or to a carrier or other bailee for the purpose of transmission to the buyer.
        
        BILL OF LADING
        
        OWNERSHIP! RESERVED TO SELLER IF:
        
        DELIVERABLE TO SELLER!
        Where goods are shipped, and by the bill of lading the goods are deliverable to the seller or his agent, or to the order of the seller or of his agent, the seller thereby reserves the ownership in the goods. [Art. 1503 cont.]
        
        POSSESSION! RESERVED TO SELLER IF:
        
        DELIVERABLE TO ORDER OF BUYER
        
        POSSESSION RETAINED BY SELLER
        Where goods are shipped, and by the bill of lading the goods are deliverable to order of the buyer or of his agent, but possession of the bill of lading is retained by the seller or his agent, the seller thereby reserves a right to the possession of the goods as against the buyer. [Art. 1503 cont.]
        
        IF SELLER OF GOODS:
        
        DRAWS ON BUYER FOR THE PRICE
        
        TRANSMITS BoE + BOL TO BUYER
        -TO SECURE ACCEPTANCE/PAYMENT OF BoE
        
        BUYER BOUND TO RETURN BOL IF:
        
        BUYER DOES NOT HONOR BoE
        Where the seller of goods draws on the buyer for the price and transmits the bill of exchange and bill of lading together to the buyer to secure acceptance or payment of the bill of exchange, the buyer is bound to return the bill of lading if he does not honor the bill of exchange, and
        
        NO ADDED RIGHT IF:
        
        WRONGFULLY RETAINS
        if he wrongfully retains the bill of lading he acquires no added right thereby.
        
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        BUT IF OWNERSHIP WOULD HAVE PASSED, EXCEPT FOR THE FORM OF BILL OF LADING: SECURITY ONLY
        But, if except for the form of the bill of lading, the ownership would have passed to the buyer on shipment of the goods, the seller's property in the goods shall be deemed to be only for the purpose of securing performance by the buyer of his obligations under the contract.
    - - OBLIGATION TO DELIVER:
        PERSONAL RIGHT TO FRUITS
        ARTICLE 1164. The creditor has a right to the fruits of the thing from the time the obligation to deliver it arises.
        
        DELIVERY:
        REAL RIGHT TO FRUITS
        However, he shall acquire no real right over it until the same has been delivered to him. (1095)
        
        Inference:
        So not assertible against third persons?
        S and B perfected a sale and B paid already.
        S sold and delivered the fruits to X.
        B may not demand the fruits from X.
        X is a third person against whom the B's personal rights against S may not be asserted.
        
        RECIPIENT BEARS:
        EXPENSES FOR FRUITS'
        
        PRODUCTION
        
        GATHERING
        
        PRESERVATION
        ARTICLE 443. He who receives the fruits has the obligation to pay the expenses made by a third person in their production, gathering, and preservation. (356)
      - FRUITS AT PERFECTION
        All the fruits shall pertain to the vendee from the day on which the contract was perfected. (1468a)
        
        "Personal rights over the fruits"
  - - - "Personal rights over the fruits"