Transfer of ownership at the time of delivery of thing sold

"It is required in the Proposed [new Civil] Code that the seller transfer the ownership over the thing sold. In the old Code his obligation is merely to deliver the thing, so that even if the seller is not the owner, he may validly sell, subject to the warranty to maintain the buyer in the legal and peaceful possession of the thing sold. The Commission considers the theory of the present law [old Civil Code] unsatisfactory from the moral point of view." (Report of the Code Commission, p. 141)

By the contract of sale one of the contracting parties obligates himself to transfer the ownership and to deliver a determinate thing, and the other to pay therefor a price certain in money or its equivalent. (Article 1458) The thing must be licit and the vendor must have a right to transfer the ownership thereof at the time it is delivered. (Article 1459)

True, in contracts of sale, the vendor need not possess title to the thing sold at the perfection of the contract. However, the vendor must possess title and must be able to transfer title at the time of delivery. In a contract of sale, title only passes to the vendee upon full payment of the stipulated consideration, or upon delivery of the thing sold. (Heirs of San Miguel v. CA, G.R. No. 136054, September 5, 2001, citing Valarao v. Court of Appeals, 363 Phil. 495 [1999]. See also Philippine National Bank v. Court of Appeals, 338 Phil. 795 [1997])

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