Short answer. The thing sold is actually delivered when it is placed in the buyer's control and possession — that is, when the buyer can freely take, use and dispose of it. Article 1497 of the Civil Code states this simply, and it is the moment ownership normally passes and the seller's duty to deliver is fulfilled.
What the law says
The thing sold shall be understood as delivered, when it is placed in the control and possession of the vendee.
Civil Code, Article 1497 — Actual Delivery. Read the full provision →
Control and possession, not just handing over
Article 1497 gives the basic test: The thing sold shall be understood as delivered, when it is placed in the control and possession of the vendee. The key words are control and possession. Actual delivery means the buyer is put in a position to take the thing, use it and dispose of it as an owner — not merely shown it or promised it. For movable goods this is usually the physical turning-over of the item: the keys and the car, the sacks handed across, the appliance carried out of the store. What matters is that the buyer, and no longer the seller, now holds and commands the thing.
Why the moment of delivery matters
Delivery is not a formality — several important consequences hinge on it. As a rule, ownership of the thing sold passes to the buyer upon its delivery, not upon the signing of the contract or the payment of the price alone. With ownership generally goes the risk of loss: once the thing is truly in the buyer's control, its accidental destruction is usually the buyer's loss, not the seller's. Delivery also fixes when the seller has performed the core obligation of a sale, and when the buyer may be compelled to pay if payment was tied to delivery. Getting the date and the fact of delivery right therefore decides who bears a later loss.
Actual delivery is only one kind
The law recognises that not every sale can be handed over by hand, so actual delivery is only one of several accepted ways to deliver. Ownership can also pass by constructive or legal delivery — for example, executing a public instrument of sale for real property, handing over the keys to a warehouse holding the goods, or delivering documents of title. These are treated as equivalent to placing the thing in the buyer's control even though nothing physical changes hands at that instant. The practical point is that if physical turning-over has not happened, a buyer may still have received delivery in law, and a seller cannot always insist that only a hand-to-hand transfer counts.
What delivery does not settle
Delivery answers when the thing was handed over; it does not by itself cure other problems with the sale. A defective or hidden-fault item is still defective after delivery, and the buyer's remedies for hidden defects survive it. Delivery by someone who did not own or was not authorised to sell the thing does not automatically make the buyer the owner. And accepting delivery is not the same as waiving a complaint about quality or shortage, though delay in complaining can weaken a claim. Where a dispute turns on whether and when delivery occurred — common in real-property and shipment sales — the documents and dates are decisive, and it is worth reviewing them with counsel.
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.
- Spouses Godofredo Alfredo, et al. vs. Spouses Armando Borras, et al, G.R. No. 144225, June 17, 2003 — read the decision on LawPhil →
- Far East Fuel Corporation vs. Airtropolis Consolidators Philippines, Inc, G.R. No. 254267, February 1, 2023 — read the decision on LawPhil →
- Felipa Binasoy Tamayao and the Heirs of Rogelio Tamayao represented by Felipa Binasoy Tamayao, G.R. No. 244232, November 3, 2020 — read the decision on LawPhil →
- NFF Industrial Corporation vs. G & L Associates Brokerage and/or Gerardo Trinidad, G.R. No. 178169, January 12, 2015 — read the decision on LawPhil →