Short answer. Article 1994 only lets the depositary withhold the item until paid — a right of retention, not a right of sale. Calling it a "pledge" does not let the depositary auction your property the way an actual pledge contract would. Selling it generally needs a separate agreement, a specific law, or a court order.

What the law says

The depositary may retain the thing in pledge until the full payment of what may be due him by reason of the deposit.

Civil Code, Article 1994 — Depositary's Right of Retention. Read the full provision →

Retention, Not Automatic Foreclosure

Article 1994 says the depositary "may retain the thing in pledge" until paid — language that borrows the vocabulary of pledge but stops at withholding possession of the item. It does not itself say the depositary may sell the item, apply the proceeds toward the debt, and return any excess, which are the defining features of an actual pledge contract under the Civil Code's separate title covering that arrangement specifically. The lawmakers borrowed the label to describe the strength of the hold, not to hand over everything that comes with a full pledge.

Why the Word 'Pledge' Is Doing Limited Work

Calling the retention "in pledge" signals that the depositary's hold on the item is a real security interest, superior to an ordinary unpaid creditor's claim, and good even against the depositor's other creditors down the line. But a security interest that merely lets someone keep hold of a thing and a security interest that lets them sell it outright are two different legal powers, and this article grants only the first of the two. Retention pressures the depositor to pay by withholding something of value; a right to sell goes much further, taking the property out of the depositor's hands entirely.

What Would Actually Authorize a Sale

For the depositary to actually sell the goods, there generally needs to be an express pledge agreement satisfying the separate requirements for that contract, a specific statute authorizing the sale outright (as some warehouse or pawnshop laws do), or a court judgment allowing execution against the property. Absent one of those, selling the goods unilaterally exposes the depositary to liability for conversion of your property, on top of whatever amount it was originally owed for the storage itself.

What the Depositor Can Do About It

A depositor facing an unpaid storage bill and a threatened sale should ask precisely what legal basis the business is relying on — the deposit contract itself, a pawnshop-type license, or something else entirely — since that basis determines whether selling the goods without going through a court or a proper pledge procedure first is actually lawful at all. Asking in writing also creates a record that the business made the decision to sell despite having no clear authority, which matters if the dispute later escalates.

Cases citing this provision

These Supreme Court decisions cite the provision above. We list them so you can read them yourself; the summaries of what each decided are not ours to give.

Related provisions

Note. Statute text quoted on this page is reproduced from the official enactment and is linked to the full provision. The explanation around it is general legal information from Vivas & Nobles Law Office, not legal advice. Whether it applies to your situation depends on facts only a lawyer reviewing them can assess.