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VI. OBLIGATIONS OF THE VENDOR/SELLER - C. CONDITIONS - Coggle Diagram

- - - - WAIVE PERFORMANCE
        IF CONDITION NOT PERFORMED
        Article 1545. 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.
        
        NOT APPLIED TO CONDITIONS ON
        PERFECTION!
        It is clear in the language of Art. 1545 that it only applies for perfected contracts of sale. In this case, there was none.
        
        CONDITION ON:
        PERFECTION vs OBLIGATION
        In the case at bar, when Medrano offered to sell the shares to DBP as instructed by the Paragon Chairman, DBP replied that they will only approve of the sale if the conditions they stipulated were to occur (selling of all minority stockholder’s shares to DBP).
        ● Therefore, the conditions provided by DBP were not conditions on the performance of an obligation, but rather a qualified acceptance of DBP stating that they will accept the offer of Medrano to sell, ONLY IF all the minor stockholders agree to sell their shares.
        
        EFFECTS OF NON-FULFILLMENT
        CONDITION ON:
        
        PERFECTION -> NO SALE -> NO OBLIG
        
        OBLIGATION -> BREACH
        a. RESCIND
        b. WAIVE CONDI
        ● Thus, no contract of sale had been perfected yet. The non-occurrence of the condition will simply mean that DBP is deemed to have not accepted Medrano’s offer; conversely, the occurrence of the condition will mean that DBP could accept the offer and at that moment their minds will have met and they can execute the contract of sale.
        
        Since no contract of sale was perfected, then DBP had no obligation to pay the purchase price for the shares and Medrano had no obligation to deliver the shares.
        
        NON-PERF -> BREACH OF WARRANTY
        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.
        
        NO TRANSFER:
        BUYER MAY TREAT DELIVERY AS
        CONDITION TO PERFORM AND PAY
        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)
  - - - NO TRANSFER:
        BUYER MAY TREAT DELIVERY AS
        CONDITION TO PERFORM AND PAY
        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)
- - - - IMPLIED WARRANTY OF TITLE
        
        IMPLIED WARRANTY AGAINST HIDDEN ENCUMBRANCES & DEFECTS
        
        WARRANTY IN SALES OF ANIMALS
        
        IMPLIED WARRANTY AS TO FITNESS FOR A PARTICULAR PURPOSE
        
        a. CONCEPT
        
        b. TYPES OF PROPERTIES & SALES COVERED BY THE WARRANTY
        
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        IMPLIED WARRANTY ON
        QUALITY & FITNESS
        Article 1562. In a sale of goods, there is an implied warranty or condition as to the quality or fitness of the goods, as follows:
        
        PARTIC PURP -> REASONABLY FIT
        a. MADE KNOWN BY BUYER
        b. RELIANCE BY BUYER
        (1) Where the buyer, expressly or by implication, makes known to the seller the particular purpose for which the goods are acquired, and it appears that the buyer relies on the seller's skill or judgment (whether he be the grower or manufacturer or not), there is an implied warranty that the goods shall be reasonably fit for such purpose;
        
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        a. APPLICABILITY
        
        b. REQUISITES
        
        c. BUYER'S REMEDIES
        
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        NO WARRANTY OF ANIMALS SOLD IN:
        
        FAIRS
        
        PUBLIC AUCTIONS
        
        CONDEMNED
        Article 1574. There is no warranty against hidden defects of animals sold at fairs or at public auctions, or of live stock sold as condemned. (1493a)
        
        "Condemned" like police power?
        
        EXPERT CAN'T DETECT -> REDHIBITORY
        Article 1576. If the hidden defect of animals, even in case a professional inspection has been made, should be of such a nature that expert knowledge is not sufficient to discover it, the defect shall be considered as redhibitory.
        
        REDHIBITORY DEFECT OF 1 -> ONLY THAT 1
        Article 1572. If two or more animals are sold together, whether for a lump sum or for a separate price for each of them, the redhibitory defect of one shall only give rise to its redhibition, and not that of the others;
        
        APPLICABLE TO SALE OF OTHER THINGS
        Article 1573. The provisions of the preceding article with respect to the sale of animals shall in like manner be applicable to the sale of other things. (1492)
        
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        INDUCIVE
        unless it should appear that the vendee would not have purchased the sound animal or animals without the defective one.
        
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        3 DAYS FROM SALE: DEATH:
        DISEASED AT CONTRACT -> VENDOR LIABLE
        Article 1578. If the animal should die within three days after its purchase, the vendor shall be liable if the disease which cause the death existed at the time of the contract. (1497a)
        
        DAMAGES AGAINST VET IF:
        
        IGNORANT
        
        BAD FAITH
        But if the veterinarian, through ignorance or bad faith should fail to discover or disclose it, he shall be liable for damages. (1495)
        
        a. CONCEPT
        
        b. TYPES OF PROPERTIES & SALES COVERED BY THE WARRANTY
        
        c. ESSENTIAL ELEMENTS OF WARRANTY AGAINST HIDDEN DEFECTS
        
        d. BUYER'S REMEDIES
        
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        VENDOR LIABLE FOR HIDDEN DEFECTS IF
        
        UNFIT FOR INTENDED USE
        
        DIMINISH FITNESS FOR INTENDED USE
        a. NO BUY - Buyer wouldn't have bought
        b. LOWER $ - Buyer would've paid lower
        Article 1561. The vendor shall be responsible for warranty against the hidden defects which the thing sold may have, should they render it unfit for the use for which it is intended, or should they diminish its fitness for such use to such an extent that, had the vendee been aware thereof, he would not have acquired it or would have given a lower price for it;
        
        but said vendor shall not be answerable for patent defects or those which may be visible, or for those which are not visible if the vendee is an expert who, by reason of his trade or profession, should have known them. (1484a)
        
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        JUDICIAL SALES COVERED
        Article 1570. The preceding articles of this Subsection shall be applicable to judicial sales,
        
        JUDGMENT DEBTOR
        NOT LIABLE FOR DAMAGES
        except that the judgment debtor shall not be liable for damages. (1489a)
        
        IMPLIED WARRANTY:
        Article 1547. In a contract of sale, unless a contrary intention appears, there is:
        
        FREE FROM
        a. FAULTS
        b. DEFECTS
        c. CHARGE
        d. ENCUMBRANCE
        -NOT DECLARED/KNOWN TO BUYER
        (2) An implied warranty that the thing shall be free from any hidden faults or defects, or any charge or encumbrance not declared or known to the buyer.
        X X X
        
        UNLESS CONTRARY INTENT APPEARS
        
        REDHIBITORY DEFECT
        
        UNFIT FOR INTENDED USE
        
        DIMINISH FITNESS FOR INTENDED USE
        a. NO BUY - Buyer wouldn't have bought
        b. LOWER $ - Buyer would've paid lower
        Article 1561. The vendor shall be responsible for warranty against the hidden defects which the thing sold may have,
        
        should they render it unfit for the use for which it is intended, or should they diminish its fitness for such use to such an extent that, had the vendee been aware thereof, he would not have acquired it or would have given a lower price for it;...
        
        EXCEPT IF:
        
        VISIBLE
        
        NOT VISIBLE BUT:
        a. EXPERT WOULD'VE KNOWN
        ...but said vendor shall not be answerable for patent defects or those which may be visible, or for those which are not visible if the vendee is an expert who, by reason of his trade or profession, should have known them. (1484a)
        
        VENDOR NOT AWARE? DON'T CARE
        Article 1566. The vendor is responsible to the vendee for any hidden faults or defects in the thing sold, even though he was not aware thereof.
        
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        WHEN NOT LIABLE
        
        VISIBLE
        
        EXPERT
        -WOULD'VE KNOWN
        a. EXC: NOT EVEN EXPERT KNEW
        
        STIPULATED
        -VENDOR NOT AWARE
        
        EXPERT CAN'T DETECT -> REDHIBITORY
        Article 1576. If the hidden defect of animals, even in case a professional inspection has been made, should be of such a nature that expert knowledge is not sufficient to discover it, the defect shall be considered as redhibitory.
        
        REDHIBITORY DEFECT OF 1 -> ONLY THAT 1
        Article 1572. If two or more animals are sold together, whether for a lump sum or for a separate price for each of them, the redhibitory defect of one shall only give rise to its redhibition, and not that of the others;
        
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        3 DAYS FROM SALE: DEATH:
        DISEASED AT CONTRACT -> VENDOR LIABLE
        Article 1578. If the animal should die within three days after its purchase, the vendor shall be liable if the disease which cause the death existed at the time of the contract. (1497a)
        
        DAMAGES AGAINST VET IF:
        
        IGNORANT
        
        BAD FAITH
        But if the veterinarian, through ignorance or bad faith should fail to discover or disclose it, he shall be liable for damages. (1495)
        
        a. Defect is Important or Serious
        i. The thing sold is unfit for the use which it is intended
        ii. Diminishes its fitness for such use or to such an extent that the buyer would not have acquired it had he been aware thereof
        b. Defect is Hidden
        c. Defect Exists at the time of the sale
        d. Buyer gives Notice of the defect to the seller within reasonable time.
        (Batalla v. Prudential Bank GR 200676)
        
        a. CONCEPT
        
        b. MEANING AND TYPES OF EVICTION
        
        c. TYPES OF PROPERTIES AND SALES COVERED BY WARRANTY
        
        d. ESSENTIAL ELEMENTS OF WARRANTY AGAINST EVICTION
        
        e. BUYER'S REMEDIES
        
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        i. TOTAL or PARTIAL EVICTION OF BUYER
        
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        IMPLIED WARRANTY:
        Article 1547. In a contract of sale, unless a contrary intention appears, there is:
        
        SELLER'S RIGHT TO SELL :heavy_dollar_sign:
        -AT OWNERSHIP PASSING :alarm_clock:
        
        BUYER MAY LEGAL & PEACE POSSESS :fist:
        -AT OWNERSHIP PASSING :alarm_clock:
        (1) An implied warranty on the part of the seller that he has a right to sell the thing at the time when the ownership is to pass, and that the buyer shall from that time have and enjoy the legal and peaceful possession of the thing;
        
        FREE FROM
        a. FAULTS
        b. DEFECTS
        c. CHARGE
        d. ENCUMBRANCE
        -UNKNOWN TO BUYER
        (2) An implied warranty that the thing shall be free from any hidden faults or defects, or any charge or encumbrance not declared or known to the buyer.
        
        EXCEPTIONS:
        
        CONTRARY INTENT
        
        PERSON PROFESSING TO SELL
        This article shall NOT, however, be held to render liable
        a sheriff, auctioneer, mortgagee, pledgee, or other person professing to sell
        by virtue of authority in fact or law,
        for the sale of a thing in which a third person has a legal or equitable interest. (n)
        
        PARTIAL-INDUCIVE LOSS -> RESCIND
        Article 1556. Should the vendee lose,
        by reason of the eviction,
        a part of the thing sold of such importance,
        in relation to the whole, that
        he would not have bought it without said part,
        he may demand the rescission of the contract;
        
        ACTION MAY BE OPTED INSTEAD OF LIABILITY FOR EVICTION
        He may exercise this right of action, instead of enforcing the vendor's liability for eviction.
        
        SAME IF:
        
        JOINT THINGS SOLD
        a. LUMP SUM or SEPARATE PRICE
        The same rule shall be observed when two or more things have been jointly sold for a lump sum, or for a separate price for each of them, if it should clearly appear that the vendee would not have purchased one without the other. (1479a)
        
        RETURN w/o ENCUMBRANCES
        AT ACQUISITION :alarm_clock:
        but with the obligation to return the thing
        without other encumbrances that
        those which it had when he acquired it.
        
        EVICTION:
        
        FINAL JUDGMENT BASED ON:
        a. RIGHT
        -PRIOR TO SALE
        b. ACT IMPUTABLE TO VENDOR
        
        VENDEE DEPRIVED OF THING:
        a. WHOLE OR PART
        
        VENDOR'S:
        a, SUMMONS
        b. CO-DEFENDANT in EVICTION SUIT
        Article 1548. Eviction shall take place whenever by a final judgment based on a right prior to the sale or an act imputable to the vendor, the vendee is deprived of the whole or of a part of the thing purchased.
        
        Article 1559. The defendant vendee shall ask, within the time fixed in the Rules of Court for answering the complaint, that the vendor be made a co-defendant. (1482a)
        Article 1558. The vendor shall not be obliged to make good the proper warranty, unless he is summoned in the suit for eviction at the instance of the vendee. (1481a)
        
        FINAL JUDGMENT NECESSARY
        Article 1557. The warranty cannot be enforced until a final judgment has been rendered, whereby the vendee loses the thing acquired or a part thereof. (1480)
        
        NO APPEAL REQUIRED TO
        HOLD VENDOR LIABLE FOR EVICTION
        Article 1549. The vendee need not appeal from the decision in order that the vendor may become liable for eviction. (n)
        
        REQUIREMENTS:
        
        SUMMONS on SELLER
        
        CO-DEFENDANT is SELLER
        
        NO STIPULATION NECESSARY
        The vendor shall answer for the eviction even though nothing has been said in the contract on the subject.
        
        STIPULATED EXEMPTION
        The contracting parties, however, may increase, diminish, or suppress this legal obligation of the vendor. (1475a)
        
        Plausible Hypothesis
        Eviction is when the vendee loses in a case filed by a third party asserting their rights and, thus, loses the property.
        
        RIGHTS & LIABILITIES
        
        VENDOR'S LIABILITIES
        
        VENDOR LIABLE FOR:
        
        UNPAID-UNKNOWN TAXES:
        Article 1551. If the property is sold for nonpayment of taxes due and not made known to the vendee before the sale, the vendor is liable for eviction. (n)
        
        RENOUNCED WARR -> EVICT-PRICE ONLY
        Article 1554. If the vendee has renounced the right to warranty in case of eviction, and eviction should take place, the vendor shall only pay the value which the thing sold had at the time of the eviction.
        
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        VENDOR NOT LIABLE IF:
        
        PRESCRIPTION BY ADVERSE POSSESSION
        a. BEGAN BEFORE SALE
        b. FINISHED AFTER TRANSFER
        Article 1550. When adverse possession had been commenced before the sale but the prescriptive period is completed after the transfer, the vendor shall not be liable for eviction. (n)
        
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        JUDGMENT DEBTOR LIABLE
        Article 1552. The judgment debtor is also responsible for eviction in judicial sales,
        
        UNLESS DECREED OTHERWISE
        unless it is otherwise decreed in the judgment. (n)
        
        VENDEE-EVICTEE'S RIGHTS
        
        VENDEE-EVICTEE'S RIGHTS:
        Article 1555. When the warranty has been agreed upon or nothing has been stipulated on this point, in case eviction occurs, the vendee shall have the right to demand of the vendor:
        
        RETURN VALUE AT EVICTION
        (1) The return of the value which the thing sold had at the time of the eviction, be it greater or less than the price of the sale;
        -
        
        INCOME/FRUITS IF ORDERED
        (2) The income or fruits, if he has been ordered to deliver them to the party who won the suit against him;
        
        EVICTION SUIT COST; and
        WARRANTY SUIT COST
        (3) The costs of the suit which caused the eviction, and, in a proper case, those of the suit brought against the vendor for the warranty;
        
        CONTRACT EXPENSES
        (4) The expenses of the contract, if the vendee has paid them;
        
        DAMAGES & INTERESTS
        a. BF SALE -> ORNAMENTAL EXPENSES
        (5) The damages and interests, and ornamental expenses, if the sale was made in bad faith. (1478)
        
        VENDEE-EVICTEE'S RIGHTS
        (VS-CFOT)
        
        VALUE AT EVICTION
        
        SUIT COSTS OF
        a. EVICTION
        b. WARRANTY
        
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        IMPLIED WARRANTY:
        Article 1547. In a contract of sale, unless a contrary intention appears, there is:
        
        SELLER'S RIGHT TO SELL :heavy_dollar_sign:
        -AT OWNERSHIP PASSING :alarm_clock:
        
        BUYER MAY LEGAL & PEACE POSSESS :fist:
        -AT OWNERSHIP PASSING :alarm_clock:
        (1) An implied warranty on the part of the seller that he has a right to sell the thing at the time when the ownership is to pass, and that the buyer shall from that time have and enjoy the legal and peaceful possession of the thing;
        
        FREE FROM
        a. FAULTS
        b. DEFECTS
        c. CHARGE
        d. ENCUMBRANCE
        -UNKNOWN TO BUYER
        (2) An implied warranty that the thing shall be free from any hidden faults or defects, or any charge or encumbrance not declared or known to the buyer.
        
        DISTURB/FEAR -> SUSPEND PAYMENT -> VENDOR CEASES IT
        Article 1590. Should the vendee be disturbed in the possession or ownership of the thing acquired, or should he have reasonable grounds to fear such disturbance, by a vindicatory action or a foreclosure of mortgage, he may suspend the payment of the price until the vendor has caused the disturbance or danger to cease, unless the latter gives security for the return of the price in a proper case,
        or
        it has been stipulated that, notwithstanding any such contingency, the vendee shall be bound to make the payment. A mere act of trespass shall not authorize the suspension of the payment of the price. (1502a)
        
        EXCEPTIONS:
        
        CONTRARY INTENT
        
        PERSON PROFESSING TO SELL
        This article shall NOT, however, be held to render liable
        a sheriff, auctioneer, mortgagee, pledgee, or other person professing to sell
        by virtue of authority in fact or law,
        for the sale of a thing in which a third person has a legal or equitable interest. (n)
      - EXPRESS WARRANTY
        
        AFFIRM/PROMISE
        
        INDUCIVE
        
        RELIANCE
        Article 1546. Any affirmation of fact or any promise by the seller relating to the thing is an express warranty
        if the natural tendency of such affirmation or promise is to induce the buyer to purchase the same, and
        if the buyer purchases the thing relying thereon.
        
        IMPLIED WARRANTY:
        Article 1547. In a contract of sale, unless a contrary intention appears, there is:
        
        SELLER'S RIGHT TO SELL :heavy_dollar_sign:
        -AT OWNERSHIP PASSING :alarm_clock:
        
        BUYER MAY LEGAL & PEACE POSSESS :fist:
        -AT OWNERSHIP PASSING :alarm_clock:
        (1) An implied warranty on the part of the seller that he has a right to sell the thing at the time when the ownership is to pass, and that the buyer shall from that time have and enjoy the legal and peaceful possession of the thing;
        
        FREE FROM
        a. FAULTS
        b. DEFECTS
        c. CHARGE
        d. ENCUMBRANCE
        -UNKNOWN TO BUYER
        (2) An implied warranty that the thing shall be free from any hidden faults or defects, or any charge or encumbrance not declared or known to the buyer.
        
        EXCEPTIONS:
        
        CONTRARY INTENT
        
        3RD PERSON'S INTEREST
        This article shall not, however, be held to render liable a sheriff, auctioneer, mortgagee, pledgee, or other person professing to sell by virtue of authority in fact or law, for the sale of a thing in which a third person has a legal or equitable interest. (n)
        
        NOT WARRANTY:
        
        AFFIRMED VALUE
        OR
        
        OPINION ONLY
        No affirmation of the value of the thing, nor any statement purporting to be a statement of the seller's opinion only, shall be construed as a warranty,
        
        UNLESS:
        
        EXPERT STATEMENT
        
        RELIED UPON BY BUYER
        unless the seller made such affirmation or statement as an expert and it was relied upon by the buyer. (n)
      - a. DISTINGUISHED FROM CONDITIONS
        
        b. DISTINGUISHED FROM OPINION
        
        c. DISTINGUISHED FROM FALSE REPRESENTATION
        
        VOID
        
        FALSE MISREP
        
        SUBSTANTIAL
        Not every false representation voids the contract, only those matters substantially affecting the buyer’s interest, not matters of opinion, judgment, probability, or expectation. [Songco v. Sellner, G.R. No. L11513 (1917)]
        
        NO FALSE MATERIAL REPRESENTATION
        
        EXAM BY BUYER-> NO MISREP
        When the buyer undertakes his own investigation, and the seller does nothing to prevent it from being as full as the buyer chooses, the buyer cannot afterwards allege misrepresentations.
        [Songco v. Sellner]
        
        OPPORTUNITY TO EXAM
        When concealment of facts comes with an active misstatement of fact or a partial statement of fact such that withholding of that unsaid portion makes that which is stated absolutely false However, a buyer who fails to inspect the condition of property despite ample opportunity to do so when there is no opposition on the part of seller to inspect cannot later on allege false representation. [Philippine Manufacturing Co. v. Go Jocco, G.R. No. L-24256 (1926)]
        
        NOT WARRANTY:
        
        AFFIRMATION OF VALUE
        OR
        
        OPINION ONLY
        X X X
        No affirmation of the value of the thing, nor any statement purporting to be a statement of the seller's opinion only, shall be construed as a warranty, [1546]
        
        MERE EXPRESSION OF OPINION
        NOT FRAUD
        Article 1341. A mere expression of an opinion does not signify fraud,
        
        UNLESS:
        
        EXPERT'S OPINION
        
        PARTY'S RELIANCE
        unless made by an expert and the other party has relied on the former's special knowledge. (n)
        
        MERE NON-DISCLOSURE IS
        NOT FRAUD PER SE
        In commercial sales, the fact that the vendor does not volunteer detailed statements of all he knows, whether important or not, in regard to the goods sold by him, is not fraud per se.||| (Philippine Manufacturing Co. v. Go Jocco, G.R. No. 24256, [January 21, 1926], 48 PHIL 621-632)
        
        UNLESS:
        
        EXPERT STATEMENT
        
        RELIED UPON BY BUYER
        unless the seller made such affirmation or statement as an expert and it was relied upon by the buyer. (n)
        
        BREACH OF WARRANTY, BUYER MAY:
        Article 1599. Where there is a breach of warranty by the seller, the buyer may, at his election:
        
        ACCEPT
        -RECOUP
        -DMG
        
        REFUSE
        -RESCIND + RECOVER + RETURN
        --(RE-RE-(O)RE-RE)
        -DMG
        (1) Accept or keep the goods and set up against the seller, the breach of warranty by way of recoupment in diminution or extinction of the price;
        (2) Accept or keep the goods and maintain an action against the seller for damages for the breach of warranty;
        
        (3) Refuse to accept the goods, and maintain an action against the seller for damages for the breach of warranty;
        (4) Rescind the contract of sale and refuse to receive the goods or if the goods have already been received, return them or offer to return them to the seller and recover the price or any part thereof which has been paid.
        
        Recoupment, generally, means the recovery or collection of money that was previously unduly paid out.
        
        ALTERNATIVE REMEDIES
        When the buyer has claimed and been granted a remedy in anyone of these ways, no other remedy can thereafter be granted, without prejudice to the provisions of the second paragraph of article 1191.
        
        SPECIFIC PERFORMANCE vs RESCISSION
        Article 1191. The power to rescind obligations is implied in reciprocal ones, in case one of the obligors should not comply with what is incumbent upon him.
        The injured party may choose between the fulfillment and the rescission of the obligation, with the payment of damages in either case. He may also seek rescission, even after he has chosen fulfillment, if the latter should become impossible.
        The court shall decree the rescission claimed, unless there be just cause authorizing the fixing of a period.
        This is understood to be without prejudice to the rights of third persons who have acquired the thing, in accordance with articles 1385 and 1388 and the Mortgage Law. (1124)
        
        NO RESCISSION AFTER DELIVERY IF:
        
        ACCEPT, NO PROTEST
        a. KNEW
        Where the goods have been delivered to the buyer, he cannot rescind the sale if he knew of the breach of warranty when he accepted the goods without protest,
        or
        
        NO NOTICE IN REASONABLE TIME
        if he fails to notify the seller within a reasonable time of the election to rescind,
        or
        
        IMPAIRED
        -NO RETURN/OFFER
        -SUBSTANTIALLY GOOD CONDITION
        -AS AT OWNERSHIP TRANSFER
        if he fails to return or to offer to return the goods to the seller in substantially as good condition as they were in at the time the ownership was transferred to the buyer.
        
        EXCEPTION:
        DETERIORATION DUE TO BREACH
        But if deterioration or injury of the goods is due to the breach or warranty,
        such deterioration or injury shall not prevent the buyer from returning or offering to return the goods to the seller and rescinding the sale.
        
        LOSS = VALUE AT DELIVERY - VALUE IF WARRANTY ANSWERED
        (5) In the case of breach of warranty of quality, such loss, in the absence of special circumstances showing proximate damage of a greater amount, is the difference between the value of the goods at the time of delivery to the buyer and the value they would have had if they had answered to the warranty. (n)
        
        RESCIND
        
        BUYER CEASES TO BE LIABLE FOR PRICE
        a. UPON RETURN
        
        SELLER REPAYS
        a. UPON RETURN/AFTER OFFER
        Where the buyer is entitled to rescind the sale and elects to do so, he shall cease to be liable for the price upon returning or offering to return the goods. If the price or any part thereof has already been paid, the seller shall be liable to repay so much thereof as has been paid, concurrently with the return of the goods, or immediately after an offer to return the goods in exchange for repayment of the price.
        
        RESCISSION & REFUSAL
        
        BUYER = BAILEE
        a. LIEN TO SECURE PAID PRICE
        b. REMEDIES OF UNPAID SELLER(LSRR)
        Where the buyer is entitled to rescind the sale and elects to do so, if the seller refuses to accept an offer of the buyer to return the goods, the buyer shall thereafter be deemed to hold the goods as bailee for the seller, but subject to a lien to secure the payment of any portion of the price which has been paid, and with the remedies for the enforcement of such lien allowed to an unpaid seller by article 1526.
        
        Article 1526. Subject to the provisions of this Title, notwithstanding that the ownership in the goods may have passed to the buyer, the unpaid seller of goods, as such, has:
        (1) A lien on the goods or right to retain them for the price while he is in possession of them;
        (2) In case of the insolvency of the buyer, a right of stopping the goods in transitu after he has parted with the possession of them;
        (3) A right of resale as limited by this Title;
        (4) A right to rescind the sale as likewise limited by this Title.
        
        BREACH OF CONDI:
        
        REFUSE
        
        WAIVE PERF
        Article 1545. 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.
        
        NON-PERF -> BREACH OF WARRANTY
        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.
        
        NO TRANSFER:
        BUYER MAY TREAT DELIVERY AS
        CONDITION TO PERFORM AND PAY
        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)
    - - VOID
        
        FALSE MISREP
        
        SUBSTANTIAL
        Not every false representation voids the contract, only those matters substantially affecting the buyer’s interest, not matters of opinion, judgment, probability, or expectation. [Songco v. Sellner, G.R. No. L11513 (1917)]
        
        NO FALSE MATERIAL REPRESENTATION
        
        EXAM BY BUYER-> NO MISREP
        When the buyer undertakes his own investigation, and the seller does nothing to prevent it from being as full as the buyer chooses, the buyer cannot afterwards allege misrepresentations.
        [Songco v. Sellner]
        
        OPPORTUNITY TO EXAM
        When concealment of facts comes with an active misstatement of fact or a partial statement of fact such that withholding of that unsaid portion makes that which is stated absolutely false However, a buyer who fails to inspect the condition of property despite ample opportunity to do so when there is no opposition on the part of seller to inspect cannot later on allege false representation. [Philippine Manufacturing Co. v. Go Jocco, G.R. No. L-24256 (1926)]