Short answer. No. Article 1521 provides that where goods are in a third person's possession at the time of sale, the seller has not fulfilled the delivery obligation unless and until that third person acknowledges to you, the buyer, that it holds the goods on your behalf. Without that acknowledgment, delivery is not complete.
What the law says
Where the goods at the time of sale are in the possession of a third person, the seller has not fulfilled his obligation to deliver to the buyer unless and until such third person acknowledges to the buyer that he holds the goods on the buyer's behalf.
Civil Code, Article 1521 — Place, Time, and Cost of Delivery. Read the full provision →
Acknowledgment by the third party is the trigger for delivery
Article 1521 addresses your exact situation directly. Where the goods at the time of sale are in the possession of a third person, the seller has not fulfilled his obligation to deliver to the buyer unless and until such third person acknowledges to the buyer that he holds the goods on the buyer's behalf. The seller cannot simply point to the goods sitting in the warehouse and call that delivery complete. Something more is legally required: the warehouse operator has to acknowledge, to you, that it now holds the goods for you rather than for the seller.
Why physical location is not enough on its own
The reason this acknowledgment matters is that possession by a third party creates an obvious risk of confusion about who the goods actually belong to at any given moment. Without the warehouse telling you it now holds the goods on your behalf, the seller could still deal with those same goods as though they remained his — reselling them, pledging them, or otherwise treating them as his own — because nothing has formally changed hands from the warehouse's perspective. The acknowledgment is what converts the third party's custody from holding for the seller into holding for you.
What acknowledgment actually requires
The statute requires acknowledgment made to you, the buyer, not merely an internal note or a private arrangement between the seller and the warehouse that you never see. Until you have that acknowledgment, the seller's delivery obligation remains unperformed as a matter of law, regardless of how confident the seller is that the warehouse will cooperate. If your seller has not arranged for that acknowledgment, you are entitled to treat the delivery obligation as still outstanding.
What this means for you practically
If the warehouse holding your goods has not told you it now holds them on your behalf, you have grounds to insist that the seller has not yet completed delivery, whatever the seller may claim about the goods being set aside or reserved for you. Getting that acknowledgment in writing protects you if a dispute later arises over whether the goods were genuinely yours at a particular point in time, since the article makes that acknowledgment, not mere physical location, the deciding factor.
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.
- Sps. Alexander and Julie Lam vs. Kodak Philippines, Ltd, G.R. No. 167615, January 11, 2016 — read the decision on LawPhil →