Legal Definitions - emptio

The term emptio originates from Roman and civil law and refers to the act of buying or a purchase. It forms the basis for several more specific legal concepts related to sales and acquisitions.

• emptio

  This term simply means the act of buying or a purchase.

  • Example 1: When a customer pays for a new smartphone at an electronics store, that transaction is an emptio.

    Explanation: The customer is performing the act of buying the phone, making it a purchase.

  • Example 2: A restaurant owner acquires a bulk order of fresh produce from a local farm. This acquisition constitutes an emptio.

    Explanation: The restaurant owner is buying goods for their business operations.

• emptio bonorum

  This refers to a specific type of forced sale in historical Roman and civil law, typically involving an insolvent debtor's estate. In such a public sale, the purchaser acquired all of the debtor's property, rights, and claims, and also became responsible for a pre-determined portion of the debtor's outstanding debts and liabilities.

  • Example 1: A struggling construction company declares bankruptcy. A court orders an emptio bonorum, where a new development firm purchases all of the bankrupt company's unfinished projects, equipment, and land holdings, agreeing to take on a specified amount of the original company's outstanding supplier invoices.

    Explanation: The new firm acquires all assets and a fixed portion of the liabilities of the insolvent debtor through a forced sale.

  • Example 2: Following a business failure, a small manufacturing plant's assets, including its machinery, inventory, and customer contracts, are put up for public auction. A competitor buys the entire lot, assuming responsibility for a pre-agreed percentage of the failed plant's existing bank loans.

    Explanation: The competitor is purchasing the entire estate of the insolvent business and taking on a defined share of its debts.

• emptio et venditio

  This term describes a contract of sale, emphasizing that it involves both a buyer (emptio) and a seller (venditio). For this contract to be valid in Roman law, there had to be an agreement on the item being sold and its price. Both parties had specific duties and rights within the transaction.

  • Example 1: A homeowner signs an agreement to sell their house to a buyer for a specific price, with a closing date set for two months later. This written agreement outlining the terms for both parties is an emptio et venditio.

    Explanation: This is a formal contract where the buyer agrees to purchase, and the seller agrees to sell, a specific item (the house) for an agreed price, establishing mutual obligations.

  • Example 2: An artist agrees to create a custom portrait for a client for a fee of $5,000, with a contract detailing the size, medium, and delivery date. This arrangement constitutes an emptio et venditio.

    Explanation: Both the artist (seller) and the client (buyer) have agreed on the "thing" (the portrait) and its "price," creating a binding contract with reciprocal duties.

• emptio rei facta a pluribus ementibus

  This refers to a purchase made by multiple buyers. Importantly, such a joint purchase does not automatically establish a legal partnership among the purchasers.

  • Example 1: Three friends decide to buy a rare vintage car together, each contributing an equal share of the purchase price. They own the car jointly but do not form a formal business partnership for its maintenance or use.

    Explanation: Multiple individuals are buying a single item, but their joint ownership does not automatically create a partnership.

  • Example 2: A group of unrelated investors pools their resources to acquire a large tract of undeveloped land, intending to hold it as a long-term investment. While they are co-owners, they have not established a formal partnership entity to manage or develop the land.

    Explanation: Several buyers are involved in a single purchase, but their collective action does not inherently lead to a partnership.

• emptio rei speratae

  This term describes the purchase of something that does not yet exist or is not yet in the seller's possession at the time of the agreement. The price for such a purchase typically depends on the actual outcome or yield of the future item.

  • Example 1: A brewery contracts with a hop farm to buy the entire yield of a specific hop variety from the upcoming harvest. The final price per pound will be determined after the harvest, based on the actual quantity and quality of hops produced.

    Explanation: The brewery is buying a future crop that doesn't exist yet, and the price is contingent on the actual yield.

  • Example 2: A film studio agrees to purchase the rights to a screenplay that an author is still writing. The initial payment is small, but the full purchase price and royalties will be calculated based on the script's completion, its eventual production, and box office success.

    Explanation: The studio is buying a future creative work, and the final cost is tied to its eventual existence and performance.

• emptio spei

  This is a specific type of emptio rei speratae where the price is fixed and must be paid regardless of whether the hoped-for thing actually materializes or what its actual gain turns out to be. The buyer essentially purchases the "hope" or chance of an outcome.

  • Example 1: A person buys a lottery ticket for a fixed price. They are purchasing the "hope" of winning a prize, but the price of the ticket remains the same whether they win millions or nothing at all.

    Explanation: The buyer pays a fixed price for the chance of a future event (winning), accepting the risk of no gain.

  • Example 2: An art collector pays a flat fee to an explorer for the exclusive rights to any ancient artifacts found during a planned archaeological dig in a remote region. The collector must pay the fee even if the expedition yields no valuable discoveries.

    Explanation: The collector is paying a fixed price for the "hope" of finding artifacts, irrespective of the actual outcome of the dig.