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Art. 1594.

Actions for breach of the contract of sale of goods shall be governed particularly by
the provisions of this Chapter, and as to matters not specifically provided for herein, by other
applicable provisions of this Title. (n)

This article talks about the coverage or inclusions and the limitations of the provisions
for the breach of contract of sale of goods. Under this article, it states that all kinds of goods are
covered by the provisions. The growing fruits or crops are also included and all those personal
property other than real estate. For its limitations, the article states its inapplicability to certain
properties, those immovable such as land and building.

Art. 1595. Where, under a contract of sale, the ownership of the goods has passed to the
buyer and he wrongfully neglects or refuses to pay for the goods according to the terms of the
contract of sale, the seller may maintain an action against him for the price of the goods.

Where, under a contract of sale, the price is payable on a certain day, irrespective of delivery
or of transfer of title and the buyer wrongfully neglects or refuses to pay such price, the seller
may maintain an action for the price although the ownership in the goods has not passed. But
it shall be a defense to such an action that the seller at any time before the judgment in such
action has manifested an inability to perform the contract of sale on his part or an intention
not to perform it.

Although the ownership in the goods has not passed, if they cannot readily be resold for a
reasonable price, and if the provisions of article 1596, fourth paragraph, are not applicable,
the seller may offer to deliver the goods to the buyer, and, if the buyer refuses to receive
them, may notify the buyer that the goods are thereafter held by the seller as bailee for the
buyer. Thereafter the seller may treat the goods as the buyer's and may maintain an action
for the price. (n)

The article specifies about the instances where the seller may maintain an action for the
price afagainst the buyer. The first part explains about the case wherein there is a wrongful
refusal from the buyer of the goods regardless of the fact that there was already a transfer of
ownership. Here, the buyer’s refusal involves fulfillment of the obligation to pay in accordance
with the terms of the contract of sale. The second case under the article explains about a sale of
goods wherein there is an agreement or stipulation as to a specific day that the price must be
paid. Here, there is no transfer of ownership or delivery. However, the buyer unreasonably
refused to pay the price. The last instance is where a buyer wrongfully refused to accept the
delivery of the thing sold which the seller may be the bailee for such. The ownership has not
passed in the third instance however, in such case the goods are treated as the buyer’s by the
seller.
Art. 1596. Where the buyer wrongfully neglects or refuses to accept and pay for the goods,
the seller may maintain an action against him for damages for non-acceptance.

The measure of damages is the estimated loss directly and naturally resulting in the ordinary
course of events from the buyer's breach of contract.

Where there is an available market for the goods in question, the measure of damages is, in
the absence of special circumstances showing proximate damage of a different amount, the
difference between the contract price and the market or current price at the time or times
when the goods ought to have been accepted, or, if no time was fixed for acceptance, then at
the time of the refusal to accept.

If, while labor or expense of material amount is necessary on the part of the seller to enable
him to fulfill his obligations under the contract of sale, the buyer repudiates the contract or
notifies the seller to proceed no further therewith, the buyer shall be liable to the seller for
labor performed or expenses made before receiving notice of the buyer's repudiation or
countermand. The profit the seller would have made if the contract or the sale had been fully
performed shall be considered in awarding the damages. (n)

T he article talks about the second action available for the breach of the contract of sale
of goods where seller maintains action for damages for non-acceptance of the goods. Such
action is applicable to an executory contract or a sale where ownership has not passed, sale
where a buyer unreasonably refused to fulfill obligation to pay the price and lastly, in a sale
where the goods are unidentified at the time of contract. The damages are measure based on
the difference between the price which the buyer refused to pay, the contract price and the
current value of the goods left on the hands of the seller, the market price. In instances where
the market price is unidentifiable, the buyer is liable to the seller for the entire amount which
the latter has suffered for such breach of the contract. Lastly, damages may be proximate under
special instances, that is the greater amount compared to the difference between the contract
price and market price.

Art. 1597. Where the goods have not been delivered to the buyer, and the buyer has
repudiated the contract of sale, or has manifested his inability to perform his obligations
thereunder, or has committed a breach thereof, the seller may totally rescind the contract of
sale by giving notice of his election so to do to the buyer. (n)

The article provides the instances where the seller may rescind the contract. It states
that the notice of the buyer to the seller of his election is necessary for the request of
rescission. When the buyer has repudiated or neglects the contract of sale, the seller has the
right to rescission. Furthermore, rescission as a right of the seller is also applicable in case that
the buyer declares his inability to perform his obligation and when he generally committed a
breach of the contract. This article is limited to circumstances where goods are not yet
delivered to the buyer.

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