A Civil Law Tradition
Art. 2475 imposes four specific obligations on the seller in a contract of sale:
1) He is bound to deliver the thing sold.
2) He is bound to warrant ownership and peaceful possession.
3) He is bound to warrant the absence of hidden defects.
4) He is bound to warrant that the thing sold is fit for its intended use.
Art; 2474. Construction of ambiguities respecting obligations of seller The seller must clearly express the extent of his obligations arising from the contract, and any obscurity or ambiguity in that expression must be interpreted against the seller.
Art. 2467. Transfer of risk. The risk of loss of the thing sold owing to a fortuitous event is transferred from the seller to the buyer at the time of delivery. That risk is so transferred even when the seller has delivered a nonconforming thing, unless the buyer acts in the manner required to dissolve the contract.
Art. 2477. Methods of making delivery. Delivery of an immovable is deemed to take place upon execution of the writing that transfers its ownership. Delivery of a movable takes place by handing it over to the buyer. If the parties so intend delivery may take place in another manner, such as by the seller’s handing over to the buyer the key to the place where the thing is stored, or by negotiating to him a document of title to the thing, or even by the mere consent of the parties if the thing sold cannot be transported at the time of the sale or if the buyer already has the thing at that time.
Art. 2481. Incorporeals, method of making delivery. Delivery of incorporeal movable things incorporated into an instrument, such as stocks and bonds, takes place by negotiating such instrument to the buyer. Delivery of other incorporeal movables, such as credit rights, takes place upon the transfer.of those movables.
Art. 2483. Costs of delivery and of removal. The cost of making delivery is borne by the seller and that of taking delivery by the buyer, in the absence of agreement to the contrary.
Art. 2555. Liability of the buyer who fails to take delivery. A buyer who fails to take delivery of the thing after a tender of such delivery, or who fails to pay the price, is liable for expenses incurred by the seller in preservation of the thing and for other damages sustained by the seller.
Art. 2484. Place of delivery. Delivery must be made at the place agreed upon by the parties or intended by them. In the absence of such agreement or intent, delivery must be made at the place where the thing is located at the time of the sale.
Art. 2485. Buyer’s rights upon default, damages. When the seller fails to deliver or to make timely delivery of the thing sold, the buyer may demand specific performance of the obligation of the seller to deliver, or may seek dissolution of the sale. In either case, and also when the seller has made a late delivery, the buyer may seek damages.
Art. 2487. Delivery excused until payment of price and for insolvency. The seller may refuse to deliver the thing sold until the buyer tenders payment of the price, unless the seller has granted the buyer a term for such payment.
Art. 2489. Condition of thing at time of delivery. The seller must deliver the thing sold in the condition that, at the time of the sale, the parties expected, or should have expected, the thing to be in at the time of delivery; according to its nature. “When the buyer has not seen the thing, as when goods are purchased at a distance, in the absence of a contrary agreement it is presumed that the thing is of merchantable quality.
Art. 2463. Expenses. The expenses of the act and other expenses incidental to the sale must be borne by the buyer.
Art. 2464. Price, essential elements. The price must be fixed by the parties in a sum either certain or determinable through a method agreed by them. There is no sale unless the parties intended that a price be paid. The price must not be out of all proportion with the value of the thing sold. Thus, the sale of a plantation for a dollar is not a sale, though it may be a donation in disguise.
Art. 2465. Price left to determination by third person. The price may be left to the determination of a third person. If the parties fail to agree on or to appoint such a person, or if the one appointed is unable or unwilling to make a determination, the price may be determined by the court.
Art. 2466. No price fixed by the parties. When the thing sold is a movable of the kind that the seller habitually sells and the parties said nothing about the price, or left it to be agreed later and they fail to agree, the price is a reasonable price at the time and place of delivery. If there is an exchange or market for such things, the quotations or price lists of the place of delivery or, in their absence, those of the nearest market, are a basis for the determination of a reasonable price. Nevertheless, if the parties intend not to be bound unless a price be agreed on, there is no contract without such an agreement.
Art-. 2461. Inclusion of accessories. The sale of a thing includes all accessories intended for its use in accordance with the law of property.
Art. 2460. Sale on view or trial. When the buyer has reserved the view or trial of the thing, ownership is not transferred from the seller to the buyer until the latter gives his approval of the thing.
Art. 2458. Sale by weight, tale or measure; lump sales. When things are sold by weight, tale, or measure, ownership is transferred between the parties when the seller, with the buyer’s consent, weighs, counts or measures the things. When things, such as goods or produce, are sold in a lump, ownership is, transferred between the parties upon their consent, even though the things are not yet weighed, counted, or measured.
Art. 2457. Transfer of ownership; things not individualized. When the object of a sale is a thing that must be individualized from a mass of things of the same kind, ownership is transferred when the thing is thus individualized according to the intention of the parties.
