What happens to a sale if the thing sold was already destroyed at the time we signed?

Total loss leaves nothing to sell

Article 1493 is blunt about it: If at the time the contract of sale is perfected, the thing which is the object of the contract has been entirely lost, the contract shall be without any effect. This is not rescission, which undoes a contract that existed, nor breach, which assumes an obligation the seller failed to meet. The agreement never had an object to attach to, so there is nothing to enforce on either side and no price to keep. Money already paid is recoverable because it was paid on a contract without effect, not because a court has to cancel anything first.

Partial loss is the buyer's election

Where the loss was partial, the law does not decide for you. The article says the vendee may choose between withdrawing from the contract and demanding the remaining part, paying its price in proportion to the total sum agreed upon. The choice belongs to the buyer alone; a seller cannot insist you take what survived. And the price of what remains is worked out proportionally against the total agreed, not renegotiated from scratch, which matters where the surviving portion is the part you actually wanted and the total price was struck on a per-unit basis.

The date of loss against the date of perfection

Everything turns on which came first. Article 1493 governs loss that had already happened when the contract was perfected. Loss occurring afterwards but before delivery is a separate problem: Article 1538 directs that the rules in Article 1189 be observed in case of loss, deterioration or improvement of the thing before its delivery, with the vendor considered the debtor. So a warehouse fire the week before signing and a fire the week after signing produce different analyses under different provisions, and the first thing to fix is the calendar.

What you will need to show

Prove the loss and prove when it happened. The incident report, the insurer's assessment, the certification from the authority that responded, and the photographs with their timestamps do that work. Then fix perfection: under Article 1475 a sale is perfected at the meeting of minds on the thing and the price, which is often earlier than the date typed on the deed. Where the loss was partial, get the remaining portion identified and valued before you elect, because the election is yours to make once and it is easier made with a figure in front of you.

Related provisions

• Civil Code, Article 1493 — Loss of the Thing at Perfection
• Civil Code, Article 1538 — Loss/Improvement Before Delivery
• Civil Code, Article 1475 — Perfection of the Sale