Yes. In the Philippines, a buyer may sue a seller for failure to deliver the land title when the seller is legally bound to do so and fails, refuses, or is unable to comply. The buyer’s remedies depend on the contract, the status of payment, the condition of the property, the existence of liens or defects, the conduct of the parties, and whether title transfer was expressly promised as part of the sale.

This issue is common in sales of residential lots, house-and-lot packages, agricultural land, inherited property, condominium units, and private off-market real estate transactions. In many disputes, the buyer has already paid all or a large part of the price, taken possession, and discovered later that the title was never transferred, could not be transferred, or was never clean in the first place.

The legal answer is not merely whether the buyer can sue. The real question is: what kind of case should be filed, against whom, for what relief, and on what legal theory? In Philippine law, the answer may involve the Civil Code, property law, obligations and contracts, damages, specific performance, rescission, estoppel, fraud, reformation, and in some cases even criminal liability.

I. The Basic Rule: Delivery of the Thing Sold Includes What Is Necessary for Ownership

In a contract of sale, the seller is obliged to transfer ownership and deliver the thing sold. In real estate transactions, this does not mean handing over a physical document alone. It means putting the buyer in a position to acquire legal ownership, which ordinarily requires the execution of the proper deed and the transfer of title through the Registry of Deeds.

In Philippine practice, “delivery of the title” usually refers to one or more of these:

giving the owner’s duplicate certificate of title to the buyer,
executing a notarized deed of absolute sale,
surrendering documents needed for transfer,
paying or cooperating on taxes and clearances as agreed,
appearing before government offices when necessary,
causing cancellation of the seller’s title and issuance of a new one in the buyer’s name.

A seller who sells land but does not deliver the documents and cooperation necessary to transfer ownership may be in breach of contract. A seller who cannot deliver because the title is defective, encumbered, nonexistent, double-sold, forged, or still in the name of a deceased owner may face even greater civil exposure.

II. Why Failure to Deliver Title Matters

For land, title is everything. A buyer without transferred title faces serious risks:

inability to prove ownership against third parties,
inability to resell or mortgage the property,
inability to build lawfully or secure permits,
exposure to adverse claims, liens, or boundary disputes,
risk that the seller may sell again to another person,
difficulty asserting rights against heirs, co-owners, or creditors.

In Philippine real estate transactions, mere possession is not always enough. A buyer may occupy land for years but still face legal insecurity if the title remains with the seller or with another person.

III. When Exactly Can a Buyer Sue?

A buyer can sue when there is a legal duty on the seller’s part to deliver or facilitate transfer of title and the seller fails to do so. This duty may arise from:

1. A Deed of Absolute Sale

If the deed is already executed and the price has been fully paid, the seller ordinarily has no basis to withhold title transfer unless the parties agreed otherwise or the buyer still has unperformed obligations.

2. A Contract to Sell

This is different from a perfected sale. In a contract to sell, ownership is usually reserved by the seller until full payment. If the buyer has not fully complied with suspensive conditions, the seller may not yet be bound to transfer title. Many buyers mistakenly sue too early under a contract to sell.

3. A Conditional Sale

If the condition has been fulfilled, the buyer may demand compliance. If the seller still refuses to transfer, suit may lie.

4. Installment Sale of Real Property

The buyer’s rights may be affected by special rules, especially where cancellation procedures are involved. A seller cannot simply keep the money and refuse transfer without observing the law and the contract.

5. Oral Agreements Followed by Payment and Possession

These are difficult and fact-sensitive. Real estate sales should generally be in writing to be enforceable. Still, issues of partial performance, receipts, admissions, estoppel, and unjust enrichment may arise.

6. Sales Involving Developers, Subdivisions, or Condominiums

The buyer may have remedies not only under the contract and Civil Code but also under housing and subdivision regulatory frameworks, depending on the facts.

IV. The Main Causes of Action Available to the Buyer

A buyer’s lawsuit for nondelivery of title can take different forms.

A. Specific Performance

This is often the primary remedy. The buyer asks the court to order the seller to do what the seller promised to do, such as:

execute the deed of absolute sale,
surrender the owner’s duplicate title,
sign transfer documents,
appear before the Registry of Deeds or tax authorities,
remove obstacles caused by the seller,
deliver a clean and registrable title.

This remedy is strongest when:

there is a valid contract of sale,
the buyer has paid, tendered payment, or is ready and willing to perform,
the seller’s obligation is clear,
transfer is still legally possible.

Specific performance is especially appropriate where the buyer still wants the property and title, not just a refund.

B. Rescission or Resolution

If the seller’s breach is substantial, the buyer may seek rescission or resolution of the sale. This means undoing the contract and restoring the parties, so far as possible, to their previous positions.

The buyer may demand:

return of the purchase price,
reimbursement of taxes, fees, and expenses paid,
damages,
cancellation of annotations adverse to the buyer if proper.

This remedy is often chosen when title transfer has become impossible, the seller acted fraudulently, the land was sold to another, or the buyer no longer wants the transaction.

C. Damages

Even where specific performance is possible, the buyer may recover damages if the seller’s breach caused loss. Damages may include:

actual or compensatory damages,
moral damages in proper cases,
exemplary damages in aggravated cases,
attorney’s fees and litigation expenses when justified,
legal interest where appropriate.

Actual damages require proof. Receipts, contracts, tax declarations, invoices, loan records, and similar evidence are important.

D. Annulment or Declaration of Nullity

If the supposed sale was void or voidable because of fraud, forgery, simulation, illegality, lack of authority, lack of consent, or sale by a person who had no right to sell, the buyer may need to attack the contract itself.

This happens where:

the seller was not the true owner,
the property was conjugal or co-owned and sold without required consent,
the land was inalienable,
the documents were falsified,
the seller misrepresented title status.

E. Reconveyance and Related Property Actions

If title has already been transferred to another person through fraud, bad faith, or an irregular transaction, the buyer may bring an action involving reconveyance, cancellation of title, or annotation of rights, depending on the facts.

F. Recovery of Sum of Money

Where the property cannot be transferred and the dispute is effectively about refund, the buyer may sue for return of the purchase price and other amounts paid.

V. The Key Distinction: Contract of Sale vs. Contract to Sell

This distinction is crucial in Philippine real estate litigation.

In a contract of sale, ownership may pass upon delivery, subject to the usual rules. The seller who has already bound himself to transfer ownership may be sued for breach if he does not cooperate in title transfer.

In a contract to sell, the seller reserves ownership until full payment or satisfaction of a suspensive condition. If the buyer has not fully paid, the seller’s duty to transfer may not yet have arisen. In that case, the buyer cannot successfully demand title transfer as though the sale were already absolute.

Many disputes turn on the wording of the contract:

Is transfer promised upon down payment?
Is full payment a condition precedent?
Is there automatic cancellation?
Is there a grace period?
Who pays capital gains tax, documentary stamp tax, transfer tax, registration fees, and real property tax arrears?
Does the seller undertake to clear liens first?
Is the seller obliged to process transfer personally?

The actual contract language can decide the case.

VI. Must the Buyer Have Fully Paid Before Suing?

Not always, but usually the buyer must at least show readiness and willingness to perform his own obligations.

If the Buyer Has Fully Paid

The buyer’s case is generally stronger. The seller has less justification to withhold title transfer unless:

taxes or fees allocated to the buyer remain unpaid,
documents are incomplete due to buyer fault,
transfer is delayed by causes not attributable to the seller,
the sale is void or defective for some other reason.

If the Buyer Has Not Fully Paid

The seller may argue that title transfer is not yet due. Still, the buyer may sue in some circumstances, such as:

the seller repudiated the obligation,
the seller is clearly unable to transfer title,
the seller committed prior substantial breach,
the buyer is withholding payment because the seller cannot deliver what was promised.

This becomes a question of reciprocal obligations. One party’s failure may excuse or suspend the other’s performance.

VII. What Counts as Failure to Deliver Title?

Failure to deliver title is broader than simply not handing over the certificate. It may include:

refusing to execute the final deed,
withholding the owner’s duplicate title after payment,
refusing to sign transfer papers,
failing to clear tax arrears or encumbrances the seller undertook to clear,
selling land without authority or without title,
failing to secure consent of spouse, heirs, or co-owners where required,
failing to settle estate proceedings so transfer can occur,
refusing to appear before agencies despite repeated demand,
delivering a title that is fake, forged, canceled, or not registrable,
delivering land different from what was sold,
double sale,
allowing the property to be foreclosed or levied upon despite the sale.

VIII. Common Real-Life Philippine Scenarios

1. Buyer Fully Paid, Seller Keeps Delaying Transfer

This is the classic case for specific performance with damages. The buyer may first send a formal demand and then sue if the seller still does not comply.

2. Seller Says the Title Is “Still Being Processed”

If the seller never had a transferable title, the buyer may sue for rescission, refund, and damages. Mere promises do not cure inability to convey.

3. Title Is Still in the Name of a Deceased Owner

If the seller has not settled the estate, he may not be able to transfer legal title. The buyer may sue depending on who signed and what was promised. Sometimes heirs sold property before proper settlement, creating serious defects.

4. Seller Mortgaged the Property

If the seller promised a clean title but the land is mortgaged and cannot be transferred unless redeemed, the buyer may sue. If the buyer knew and accepted the mortgage subject to payoff mechanics, the analysis changes.

5. Double Sale

If the seller sold the same land twice, the buyer may sue for damages and other property-based remedies. In Philippine law, double sale disputes are highly technical and depend on ownership, registration, possession, and good faith.

6. Land Is Untitled or Covered Only by Tax Declaration

If the contract spoke as though titled land would be delivered but the property is actually untitled, the buyer may sue for misrepresentation and breach. If the buyer knowingly bought untitled land, the dispute turns on the precise promise made.

7. The Seller Says the Buyer Must Shoulder All Transfer Steps

This depends on the contract. Buyers often pay the expenses but still need the seller’s cooperation for title transfer. The seller cannot sabotage the process and then blame the buyer.

8. Developer or Subdivision Seller Fails to Deliver Title for Years

The buyer may have contractual, civil, and regulatory remedies. Delay alone may already create actionable breach, especially where payment is complete and turnover/title delivery timelines were promised.

IX. Formal Demand: Is It Necessary?

As a practical matter, a formal written demand is highly advisable and often essential to establish breach, delay, and bad faith. It should state:

the contract and date,
the property description,
the payments made,
the seller’s obligation,
prior follow-ups,
a clear deadline to comply,
the relief demanded,
notice that legal action will follow.

Demand matters because delay or default often begins only upon judicial or extrajudicial demand, unless the law, the contract, or the circumstances make demand unnecessary.

Demand may be unnecessary in cases where:

the obligation states a date certain and time is controlling,
the seller made performance impossible,
the seller expressly refused to comply,
demand would be useless.

Still, sending a demand letter is usually the safer course.

X. What Must the Buyer Prove in Court?

A buyer suing for failure to deliver title generally needs to prove:

1. Existence of a Valid Agreement

Evidence may include:

deed of sale,
contract to sell,
reservation agreement,
receipts,
acknowledgment receipts,
promissory notes,
emails, chats, letters,
tax documents,
broker communications,
notarized instruments.

2. Performance or Readiness to Perform by the Buyer

The buyer should show:

full payment or tender of payment,
compliance with documentary obligations,
willingness to pay taxes/fees assigned to the buyer,
appearance when required,
efforts to complete the transfer.

3. Seller’s Obligation to Transfer Title

The contract should show that the seller undertook to transfer ownership or deliver registrable title.

4. Seller’s Breach

Proof may include:

unanswered demands,
refusal messages,
title defects,
registry records,
mortgage records,
tax delinquencies,
testimony from agencies or notaries,
contradictory acts by the seller.

5. Damage

If seeking damages, the buyer must prove actual loss.

XI. Seller Defenses the Buyer Should Expect

A seller sued for nondelivery of title may raise these defenses:

1. “The Buyer Has Not Fully Paid”

This is often the main defense. The seller may argue that transfer is not yet due.

2. “The Contract Is Only a Contract to Sell”

If true, and the suspensive condition has not been met, the buyer’s case for immediate transfer may fail.

3. “The Buyer Did Not Pay the Taxes and Fees Assigned to Him”

Transfer may stall if the buyer is contractually bound to shoulder certain fees and fails to do so.

4. “The Buyer Knew the Property Was Encumbered / Untitled / Under Estate Settlement”

Knowledge can weaken fraud-based claims, though it does not always excuse breach.

5. “Transfer Is Impossible Because of Government or Third-Party Issues”

The court will examine whether the impediment truly excuses the seller or whether it is a problem the seller was obligated to solve.

6. “There Was No Final Sale”

The seller may claim the payments were deposits, earnest money subject to conditions, or part of failed negotiations.

7. “The Buyer Is in Bad Faith”

For example, the seller may claim the buyer refused to cooperate, failed to appear, or is using the case to escape the deal.

8. Prescription or Laches

If the buyer waited too long, the seller may invoke limitation periods or unreasonable delay.

XII. Specific Performance or Rescission: Which Is Better?

It depends on the buyer’s objective.

Choose Specific Performance When:

the buyer still wants the exact property,
title transfer remains legally possible,
the property has unique value,
market value has increased,
the seller is the true owner and can still comply.

Choose Rescission / Refund When:

title transfer is impossible or highly doubtful,
the seller acted fraudulently,
the property has serious hidden legal problems,
the buyer has lost trust,
the buyer needs recovery of money more than the land itself.

Some complaints plead both in the alternative: compel transfer, or if impossible, rescind and refund with damages.

XIII. Can the Buyer Recover Damages?

Yes, but damages are not automatic in amount.

Actual or Compensatory Damages

These require proof. Examples:

transfer taxes and registration fees wasted,
real property taxes the buyer paid,
cost of improvements made in reliance on the sale,
financing charges,
rental losses,
relocation costs,
documentary and processing expenses.

Moral Damages

These may be awarded in proper cases involving bad faith, fraud, oppressive conduct, or similar wrongful behavior. Mere breach of contract does not always justify moral damages.

Exemplary Damages

These may be available when the seller acted in a wanton, fraudulent, reckless, oppressive, or malevolent manner.

Attorney’s Fees

These may be awarded when the buyer was compelled to litigate due to the seller’s unjustified refusal, or where the law and circumstances justify such award.

Interest

When money is wrongfully withheld, interest may be imposed depending on the nature of the award and demand.

XIV. What If the Seller Never Owned the Land?

A seller who sells land without ownership or authority may still be sued. The buyer’s remedies may include:

annulment or declaration of nullity,
refund,
damages,
reconveyance-related relief if title was transferred elsewhere,
action against agents or brokers in proper cases,
possibly criminal complaint if fraud is present.

The severity of the seller’s liability often depends on whether there was good faith mistake or deliberate deceit.

XV. Fraud, Misrepresentation, and Bad Faith

Failure to deliver title is not always a simple breach. It may involve fraud if the seller:

falsely represented that he was the owner,
hid a mortgage, levy, or adverse claim,
concealed co-ownership or inheritance issues,
used fake or altered documents,
sold already sold property,
accepted payment while knowing transfer was impossible.

Fraud may support rescission, damages, and in some cases criminal action. But the facts must be proved carefully. Allegations of fraud are serious and not presumed.

XVI. Can Criminal Liability Arise?

Possibly, though the dispute is often civil. Criminal exposure may arise where the facts show deceit, fraudulent acts, falsification, or multiple sales under circumstances amounting to a crime.

Still, not every failure to deliver title is criminal. Many cases are ordinary breaches of contract. Buyers sometimes overstate criminal angles when the stronger immediate remedy is a civil action for specific performance, rescission, and damages.

A criminal complaint does not automatically solve the title problem. Even if filed, the buyer may still need a separate or related civil remedy.

XVII. What Court Case Is Usually Filed?

The proper action depends on the relief sought and the value/nature of the claim. Common actions include:

specific performance,
rescission or resolution,
annulment/nullity,
reconveyance/cancellation-related property action,
sum of money with damages.

Venue and jurisdiction depend on the nature of the action:

actions involving title to or possession of real property are generally local actions and are filed where the property is located;
purely personal actions such as collection or some contract actions may follow different venue rules;
the amount and nature of the claim affect which court has jurisdiction.

This part is technical and case-specific. Filing in the wrong court or wrong venue can cause dismissal or delay.

XVIII. What Documents Should the Buyer Gather Before Filing?

The buyer should assemble a clean documentary record:

deed of sale, contract to sell, reservation agreement,
official receipts, acknowledgment receipts, bank transfers,
tax declarations,
copy of title,
certified true copy from Registry of Deeds,
mortgage/encumbrance records,
real property tax receipts,
correspondence, emails, texts, chats,
broker advertisements or representations,
demand letters and proof of receipt,
IDs and signatures of parties,
proof of possession,
survey plans, lot plans, subdivision documents,
inheritance or estate records if relevant.

Certified copies from the Registry of Deeds and assessor’s office are especially important because private photocopies often tell only part of the story.

XIX. Does Possession by the Buyer Help?

Yes, but it does not replace title.

Possession may prove:

the reality of the transaction,
partial delivery,
reliance by the buyer,
improvements made,
the seller’s acknowledgment of the sale.

But possession alone does not guarantee registration. A buyer in possession can still lose against certain third parties under complex property rules, particularly where there is a double sale or defective ownership chain.

XX. The Problem of Double Sales

Double sale is one of the most dangerous outcomes of failure to transfer title promptly. A seller who keeps title in his name after receiving payment remains in a position to sell again.

In Philippine law, double sale disputes turn on special rules involving:

who first possessed,
who first registered,
who acted in good faith,
the nature of the property,
the timing and knowledge of the parties.

A buyer who delays transfer is exposed. Even a fully paying buyer may face litigation against a later buyer who registered first in good faith. This is one reason prompt title transfer matters so much.

XXI. What If the Title Has Existing Liens or Encumbrances?

A seller is generally expected to deliver the property in the condition promised. If the contract contemplates a clean title, the seller must clear liens unless the buyer knowingly accepted them.

Typical encumbrances include:

mortgage,
adverse claim,
levy,
lis pendens,
easement issues,
unpaid taxes,
restrictions in subdivision titles,
agrarian complications,
co-ownership claims.

The buyer may sue when the seller promised transfer of clean title and did not deliver. If the encumbrance was fully disclosed and accepted, the buyer’s remedy may be different.

XXII. Special Problem Areas in Philippine Land Sales

1. Estate Properties

Land still in the name of a deceased person often cannot be simply sold and transferred without proper estate settlement. Buyers who pay heirs informally may face years of difficulty.

2. Co-Owned Land

One co-owner generally cannot validly dispose of specific portions as though he alone owned the whole. Buyers must verify the extent of the seller’s share and authority.

3. Conjugal or Community Property

Spousal consent issues can invalidate or impair transfer.

4. Agricultural and Tenanted Land

Agrarian laws and tenant rights may complicate transfer.

5. Untitled Land

These transactions can be legal but are riskier and heavily document-dependent.

6. “Rights Only” Sales

Many buyers think they are buying titled land when they are only buying possessory rights or claims. This is a common source of conflict.

XXIII. Can the Buyer Stop Paying Until Title Is Delivered?

Sometimes, but this is risky.

In reciprocal obligations, one party’s serious breach may justify the other’s suspension of performance. However, buyers should not casually stop payments without legal basis, because the seller may then invoke default, cancellation rights, or forfeiture provisions.

Before suspending payments, the buyer must carefully examine:

whether the contract makes title transfer due only after full payment,
whether the seller is already in substantial breach,
whether the seller’s inability to transfer is clear,
whether notices and cure periods apply.

Improper suspension of payment can weaken the buyer’s case.

XXIV. What About Refunds and Forfeiture Clauses?

Some contracts provide that if the sale does not proceed, certain payments are forfeited. These clauses are not always enforceable as written. Courts may examine whether the forfeiture is valid, equitable, and consistent with law and public policy.

In installment sales of real property, buyers may have statutory protections, especially where they have paid substantial amounts over time. Sellers cannot always keep the payments and walk away without following proper procedures.

XXV. Prescription: How Long Does the Buyer Have to Sue?

This depends on the nature of the action.

Different periods may apply to:

written contracts,
oral contracts,
actions based on fraud,
actions involving real property,
actions to declare a contract void,
reconveyance-related claims,
money claims.

Prescription is highly technical. The clock may begin from breach, refusal, discovery of fraud, issuance of title to another, or other legally significant events. Delay can be fatal. Buyers who wait too long while relying on verbal assurances may lose valuable rights.

XXVI. What Can the Court Order?

Depending on the case, a Philippine court may order:

execution of the final deed,
delivery of the owner’s duplicate title,
cooperation in transfer,
cancellation or correction of improper annotations,
rescission of the sale,
refund of the price,
payment of damages,
attorney’s fees and costs,
interest,
other equitable relief consistent with the pleadings and proof.

If the seller refuses to comply with the judgment, additional enforcement measures may follow.

XXVII. Practical Litigation Strategy for Buyers

From a legal strategy standpoint, the buyer should decide early:

1. Do I Still Want the Property?

If yes, build a specific performance case. If no, build a rescission/refund case.

2. Is Transfer Still Legally Possible?

If the title is fatally defective, specific performance may be futile.

3. Who Exactly Should Be Sued?

Possible defendants may include:

the seller,
co-sellers,
heirs,
agents with independent liability,
holders of adverse title in certain situations,
developers or corporate entities.

4. What Interim Protection Is Needed?

In appropriate cases, annotations or provisional remedies may be considered to protect the buyer while the case is pending.

5. What Is the Strongest Evidence of Breach?

Often the best evidence is not the buyer’s story but the seller’s own documents, title records, and written promises.

XXVIII. Practical Advice for Drafting Contracts to Prevent This Dispute

A well-drafted real estate contract should clearly state:

exact property description,
title number,
seller’s representation of ownership,
whether title is clean,
who shoulders each tax and fee,
deadline for deed execution,
deadline for title transfer,
obligation to clear liens,
obligation to produce spouse/heirs/co-owner consent,
consequences of failure to transfer,
refund mechanics,
damages/liquidated damages clause if lawful,
venue clause where valid,
notices and addresses of parties.

Ambiguous contracts cause most of these lawsuits.

XXIX. Buyer’s Checklist Before Filing a Case

A buyer thinking of suing should ask:

Is there a signed written agreement?
Have I fully paid, or can I prove tender/readiness?
Is the seller the actual owner?
Is the title genuine and clean?
Are there mortgages, liens, tax delinquencies, or adverse claims?
Is this a sale or only a contract to sell?
Have I sent a formal demand?
Do I want transfer or refund?
Is the property already sold to another?
Has too much time passed?

These questions usually determine the theory of the case.

XXX. The Strongest Buyer Cases

A buyer usually has a strong case when all or most of these are present:

written sale agreement,
full payment clearly documented,
seller is the true owner,
title transfer was expressly promised,
buyer repeatedly demanded compliance,
seller delayed without valid reason,
seller withheld documents or cooperation,
title remains transferable,
buyer suffered measurable loss.

XXXI. The Weakest Buyer Cases

A buyer’s case is weaker when:

the agreement is oral and poorly documented,
the buyer has not fully paid under a contract to sell,
the property was known to be under estate settlement or co-ownership complications,
the buyer agreed to shoulder essential transfer steps but did nothing,
the seller’s duty to transfer has not yet matured,
the transaction concerns only rights or claims and not titled ownership,
the buyer delayed too long,
the evidence is mostly verbal.

XXXII. Is the Seller Automatically Liable Just Because Title Was Not Delivered?

No. Liability depends on fault, contract terms, and legal possibility.

A seller is not automatically liable where:

the buyer itself failed to perform first,
transfer is not yet due,
the buyer refused to pay expenses expressly assigned to him,
the delay was caused by force majeure or legal impediment not attributable to the seller,
the agreement was not yet a final sale,
the buyer knew and accepted the conditions causing delay.

But once the seller is bound to transfer and unjustifiably fails or refuses, liability becomes very real.

XXXIII. The Philippine Legal Bottom Line

A buyer in the Philippines can sue a seller for failure to deliver the land title. The usual remedies are:

specific performance to compel transfer,
rescission or resolution to cancel the deal and recover payments,
damages for losses caused by the breach,
and, where warranted, actions involving nullity, reconveyance, or fraud.

The outcome hinges on five core issues:

What exactly did the contract say?
Did the buyer perform or validly tender performance?
Was the seller already obligated to transfer title?
Why was title not delivered?
Is transfer still possible, or has the deal legally collapsed?

In Philippine real estate disputes, the buyer’s best protection is not merely having paid. It is having a written contract, a clear paper trail, formal demands, verified title records, and a legally sound choice of remedy.

Final Conclusion

Failure to deliver land title is not a minor inconvenience. It goes to the heart of ownership. Where the seller promised transfer and does not comply, the buyer is not helpless. Philippine law allows the buyer to go to court, compel performance where possible, rescind the transaction where appropriate, recover payments, and seek damages when the seller’s breach caused loss. The decisive factors are the nature of the contract, the buyer’s own compliance, the seller’s legal capacity to transfer, and the evidence proving breach and resulting injury.