Art. 1489. All persons who are authorized in this Code to obligate themselves, may enter into a contract of sale, saving the modifications contained in the following articles.

Where necessaries are those sold and delivered to a minor or other person without capacity to act, he must pay a reasonable price therefor. Necessaries are those referred to in Article 290. (Civil Code)


 Who may enter into a contract of sale?

As a general rule, all persons, whether natural or juridical, who can bind themselves, have the legal capacity to buy and sell.  


Who are incapacitated to enter into a contract of sale?

 A. Absolute Incapacity – pertains to persons who cannot bind themselves

  1.  Minor
  2.  Insane or demented persons
  3.  Deaf-mutes who do not know how to read and write

Contracts entered into by a minor and other incapacitated persons are not void but merely voidable, subject to annulment or ratification (Art. 1390 & 1393, CC). However, the action for annulment cannot be instituted by the person who is capable since he is disqualified from alleging the incapacity of the person with whom he contracts. (Art. 1397, CC)


 When is a sale by minor or other incapacitated person valid?

● A minor or other incapacitated person is without legal capacity to give consent to a contract of sale, and since consent is an essential requisite of every contract, the absence thereof cannot give rise to a valid sale.

Art. 1489 of the Civil Code, however, provides that "where necessaries are sold and delivered to a minor or other person without capacity to act (without the intervention of the parent or guardian), he must pay a reasonable price therefor." The resulting contract of sale therefore is valid and not merely voidable.

Necessaries cover everything indispensable for sustenance, dwelling, clothing, medical attendance, education and transportation, in keeping with the financial capacity of the family. Education includes his schooling or training for some profession, trade or vocation, even beyond the age of majority. Transportation shall include expenses in going to and from school, or to and from place of work. (Art. 194, Family Code)


● The sale of real estate, made by minors who pretend to be of legal age, when in fact they are not, is valid, and they will not be permitted to excuse themselves from the fulfillment of the obligations contracted by them, or to have them annulled (Mercado and Mercado vs. Espiritu, 37 Phil. 265).


B. Relative Incapacity – where it exists only with reference to certain persons or class of property (Art. 1490-1491).  The prohibition extends to sales by virtue of legal redemption, compromises, and renunciations.

  1. Husband and wife to each other – except when a separation of property was agreed upon in the marriage settlements, or when there has been a judicial separation of property;
  2. Guardian – as to the property of his ward;
  3. Agents – as to the property whose administration or sale has been entrusted to them, unless consent of the principal is given;
  4. Executors or administrators – as to the state under their administration;
  5. Public officers and employees – as to the property of the State or any subdivision thereof, or of the government-owned or controlled corporations, the administration of which is entrusted to them;
  6. Judges and government experts who take part in the sale of the property and rights under litigation;
  7. Aliens who are disqualified to purchase private agricultural lands under Art. XII, Secs. 3 and 7 of the Constitution;
  8. Unpaid seller having a right of lien or having estopped the goods in transitu; and,
  9. Officer holding the execution or his deputy.