Short answer. A seller has three duties. Under the Civil Code the vendor is bound to transfer ownership of the thing, to deliver it, and to warrant it. Handing over the item is only the delivery part — the seller must also actually convey ownership and answer for defects and for the buyer's peaceful possession under the warranty.
What the law says
The vendor is bound to transfer the ownership of and deliver, as well as warrant the thing which is the object of the sale.
Civil Code, Article 1495 — Threefold Obligation of the Vendor. Read the full provision →
Three obligations, not one
Article 1495 states the seller's core duties in a single line: the vendor is bound to transfer the ownership of and deliver, as well as warrant the thing which is the object of the sale. That is three distinct obligations — to transfer ownership, to deliver, and to warrant. Physically handing over the item satisfies only the middle one. A seller who delivers the goods but never truly conveys ownership, or who disclaims all responsibility for what he sold, has not done everything the law requires of a vendor. The duty is a bundle, and delivery is just one strand.
Transferring ownership
Delivery and ownership are related but not identical. The vendor must place the buyer in a position to become the owner, not merely the possessor. In a sale, ownership generally passes upon delivery of the thing, so proper delivery is often how the transfer of ownership is accomplished. But the seller's obligation is that the buyer actually acquire ownership — which is why a seller who has no right to convey, or who fails to put the buyer in real control of the thing, falls short even if some object changed hands physically.
The warranties the seller owes
The duty to warrant is what makes the sale more than a bare handover. It covers two main assurances the law reads into a sale: a warranty against eviction — that the buyer will enjoy the legal and peaceful possession of the thing — and a warranty against hidden defects that make the thing unfit for its use or diminish it so much the buyer would not have bought it, or would have paid less. Through these warranties the seller stands behind both the buyer's title and the quality of what was sold.
How far the duties reach
These obligations frame the seller's basic exposure, but they have limits and can be shaped by the contract. Warranties may be increased, diminished, or, within legal bounds, waived by agreement, and a buyer who knew of a defect or an obvious flaw may not later complain of it. Delivery may be actual or constructive, and the parties can stipulate when ownership passes. Article 1495 sets the default architecture of a seller's duties; the specific rules on delivery, eviction, and hidden defects fill in exactly what each obligation demands in a given sale.
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.
- Tomas K. Chua vs. Court of Appeals, et al, G.R. No. 119255, April 9, 2003 — read the decision on LawPhil →
- Reynaldo San Pedro And Other Persons Acting In His Behalf vs. Spouses Angelito Trinidad And Consuelo Trinidad, G.R. No. 272300, April 7, 2025 — read the decision on LawPhil →
- Carlos B. De Guzman vs. Toyota Cubao, Inc, G.R. No. 141480, November 29, 2006 — read the decision on LawPhil →
- Josefina and Mamerto R. Palon, vs. Gil and Flocerfida S. Nino Brillante, et al, G.R. No. 138042, February 28, 2001 — read the decision on LawPhil →