Question B.20, Civil Law, 2019 Bar Exam

Distinguish the following:

(a) Contract of sale and contract to sell (2%)

(b) Interruption and tolling of prescription of actions (2%)

Suggested Answer:

(a) In a contract of sale, title to the property passes to the buyer upon delivery of the thing sold. In contrast, in a contract to sell, ownership does not pass to the prospective buyer until full payment of the purchase price. The title of the property remains with the prospective seller.

In a contract of sale, the non-payment of the purchase price is a resolutory condition that entitles the seller to rescind the sale. In a contract to sell, the payment of the purchase price is a positive suspensive condition that gives rise to the prospective seller’s obligation to convey title. However, non-payment is not a breach of contract but an event that prevents the obligation of the vendor to convey title from becoming effective. The contract would be deemed terminated or cancelled, and the parties stand as if the conditional obligation had never existed.

(b) The interruption of the prescriptive period by written extrajudicial demand means that the said period would commence anew from the receipt of the demand. On the other hand, the tolling of the prescriptive period results in mere suspension.

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