Short answer. Article 1522 of the Civil Code lets you reject a short delivery outright. If you instead accept or keep the goods knowing the seller will not deliver the rest, you must pay the contract rate for what you kept. If you used or disposed of them before learning this, you owe only their fair value to you.
What the law says
Where the seller delivers to the buyer a quantity of goods less than he contracted to sell, the buyer may reject them, but if the buyer accepts or retains the goods so delivered, knowing that the seller is not going to perform the contract in full, he must pay for them at the contract rate.
Civil Code, Article 1522 — Delivery of Wrong Quantity. Read the full provision →
You may reject a short delivery
Article 1522 starts from a straightforward position: where the seller delivers to the buyer a quantity of goods less than he contracted to sell, the buyer may reject them. You are not obliged to accept a partial shipment just because the seller sent it. Rejection is the baseline option the article gives you when what arrives falls short of what the contract actually called for, and it applies regardless of why the shortfall happened.
Accepting the short delivery has a price
If instead you keep what was delivered, the article changes the outcome: if the buyer accepts or retains the goods so delivered, knowing that the seller is not going to perform the contract in full, he must pay for them at the contract rate. So choosing to keep a short delivery is not free — once you know the seller is not completing the order, holding onto what arrived commits you to paying the same rate you agreed to for the full order, applied to the smaller quantity you actually received.
A different rule if you used the goods before finding out
Article 1522 also covers buyers who acted before they knew the full picture: if, however, the buyer has used or disposed of the goods delivered before he knows that the seller is not going to perform his contract in full, the buyer shall not be liable for more than the fair value to him of the goods so received. This softens the contract-rate obligation for someone who genuinely did not yet know the rest of the order was not coming — their liability is capped at what the goods were actually worth to them, not the full contract price.
What decides which rule applies to you
The dividing line in Article 1522 is knowledge and timing: whether you accepted or kept the goods knowing the seller would not deliver the rest, and whether you used or disposed of them before learning that. Documenting when the short delivery arrived, what communication you had with the seller about completing the order, and what you did with the goods and when, will matter directly to which of the article's outcomes applies to your situation.
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 →