Legal Questions

Who are the parties to a contract of sale?

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GENERAL RULE: All parties with capacity to contract can enter into a valid contract of sale.

1. Natural

2. Juridical – corporation/partnership/associations/Cooperatives

  • Status of contract valid
  • Remedies available therefor are:
  1. specific performance
  2. rescission
  3. damages


1. Minors

  • status of contract:  voidable only, therefore can be ratified

**Justice Paras: Minors may buy, but the contract is GENERALLY void. If what is bought by the minor is/are necessaries, then the minor must pay a reasonable price therefor.

  • remedy is action for annulment (with partial restitution in so far as the minor is benefited)


a. Contract with 3rd  parties

  • status of contract is valid

b. Sale between spouses

  • Status not provided for by law but VOID according to case law (Uy Siu Pin vs Cantollas).


i.  prevent defraudation of creditors

Rule: A sale of one spouse to the other is VOID. This is to protect creditors. BUT if a creditor becomes a creditor only AFTER the contract of sale between the spouses, then such creditor may not invoke the nullity of the sale. Creditor here is not protected.

(Atty. Bandonill Jr: This is one instance when a void act creates legal effects.)

ii.  avoid situation where dominant spouse take advantage of others

iii.  avoid circumvention on prohibition of donation between spouses

  • Exception

i. separation of property agreed (marriage settlement)

ii.  judicial separation of property

c. Common Law Spouses (Paramours)

  • Status of contract: VOID (per case law)
  • Rationale: evil sought to be avoided is present

3. OTHERS PER SPECIFIC PROVISIONS OF LAW – (Article 1491 of the Civil Code) (Relative Incapacity)

a. Guardian with regards to property of ward during period of guardianship

b. Agent with regards to property of principal

c. Executor/administrator with regards to the estate of the deceased

d. Public officers with regards to the property of the estate

e. Officer of court & employee – with regards to property in litigation

** A violation of Article 1491 renders the sale VOIDABLE.

** In the sale of an agent with regards to the property of the principal, it  would be valid if it is with the principal’s consent. Consent should be written.


1. Guardian / Agent / Executors – ratifiable in the sense that only private wrong is involved.

2. Public Officials / Officers of Court – not ratifiable in the sense that public wrong is concerned.

Contract of Sale Involving Lawyers

Not Allowed if:

1.  Lawyer-Client relationship exists.

2.  Subject matter of sale is in litigation.

3. Lawyer is not allowed to buy said property while in litigation. May include property subject to future litigation.

  • Reason:  due to public policy; ground for malpractice

a. Client is at the mercy of the lawyer

b. Law is a noble profession

c. 2 Masters – 2 interest; one cannot serve 2 masters at the same time


a. Amount of legal fees is based on a value of property

b. Property itself is involved

  • Not a sale but service contract
  • I give that you may do (innominate contract) so has to be governed by law on sales but because of public policy, considered VALID
  • Reason why contingent fee is followed:

i.  constitutional prohibition against impairment of contract

ii.  subject to control of courts (may be reduced if unconscionable or nullified)

iii.  canons of legal ethics

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