OBLICON Reviewer

OBLIGATIONS AND CONTRACTS
REVIEWER
TITLE I – OBLIGATIONS (c) NEGATIVE OBLIGATION – the obligation not

to do (which naturally inludes not to give)
CHAPTER 1 D. From the viewpoint of persons obliged -
GENERAL PROVISIONS “sanction” -
(a) UNILATERAL – where only one of the parties
1156. An obligation is a juridical necessity to give, to is bound (e.g. Plato owes Socrates P1,000.
do, or not to do. Plato must pay Socrates.)
(d) BILATERAL – where both parties are bound
JURIDICAL NECESSITY – juridical tie; connotes that in case of (e.g. In a contract of sale, the buyer is
noncompliance, there will be legal sanctions. obliged to deliver)
- may be:
 An obligation is nothing more than the duty of a (b.1) reciprocal
person (obligor) to satisfy a specific demandable (b.2) non-reciprocal – where performance by one is non-
claim of another person (obligee) which, if breached, dependent upon performance by the other
is enforceable in court.
ELEMENTS OF OBLIGATION
 A contract necessarily gives rise to an obligation but a) ACTIVE SUBJECT – (Creditor / Obligee) the person who
an obligation does not always need to have a is demanding the performance of the obligation;
contract. b) PASSIVE SUBJECT – (Debtor / Obligor) the one bound to
perform the prestation or to fulfill the obligation or duty;
DAMAGES – sum of money given as a compensation for the c) PRESTATION – (to give, to do, or not to do) object;
injury or harm suffered by the obligee for the violation of his subject matter of the obligation; conduct required to be
right. observed by the debtor;
d) EFFICIENT CAUSE – the JURIDICAL TIE which binds the
KINDS OF OBLIGATION parties to the obligation; source of the obligation.
A. From the viewpoint of “sanction” - e) CAUSA (causa debendi/causa obligationes) - why
(a) CIVIL OBLIGATION – that defined in Article obligation exists
1156; an obligation, if not fulfilled when it
becomes due and demandable, may be PRESTATION (Object)
enforced in court through action; based on 1. TO GIVE – delivery of a thing to the creditor (in sale,
law; the sanction is judicial due process deposit, pledge, donation);
(b) NATURAL OBLIGATION – a special kind of 2. TO DO – covers all kinds of works or services
obligation which cannot be enforced in court (contract for professional services);
but which authorizes the retention of the 3. NOT TO DO – consists of refraining from doing some
voluntary payment or performance made by acts (in following rules and regulations).
the debtor; based on equity and natural law.
(i.e. when there is prescription of duty to Requisites of Prestation / Object:
pay, still, the obligor paid his dues to the 1) licit (if illicit, it is void)
obligee – the obligor cannot recover his 2) possible (if impossible, it is void)
payment even there is prescription) the 3) determinate or determinable (or else, void)
sanction is the law, but only conscience had 4) pecuniary value
originally motivated the payment.
(c) MORAL OBLIGATION – the sanction is  INJURY – wrongful act or omission which causes loss
conscience or morality, or the law of the or harm to another
church. (Note: If a Catholic promises to hear  DAMAGE – result of injury (loss, hurt, harm)
mass for 10 consecutive Sundays in order to
receive P1,000, this obligation becomes a 1157. Obligation arises from – (1) law; (2) contracts;
civil one.) (3) quasi-contracts; (4) acts or omissions punished by
B. From the viewpoint of subject matter - law; (5) quasi-delicts.
(a) REAL OBLIGATION – the obligation to give
(b) PERSONAL OBLIGATION – the obligation to (1) LAW (Obligation ex lege) – imposed by law itself; must
do or not to do (e.g. the duty to paint a be expressly or impliedly set forth and cannot be presumed
house, or to refrain from committing a - [See Article 1158]
nuisance)
C. From the affirmativeness and negativeness of the (2) CONTRACTS (Obligation ex contractu) – arise from
obligation - stipulations of the parties: meeting of the minds / formal
(a) POSITIVE OR AFFIRMATIVE OBLIGATION – agreement
the obligation to give or to do - must be complied with in good faith because it is the “law”
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between parties; neither party may unilaterally evade his Code itself.
obligation in the contract, unless:  Special laws – refer to all other laws not contained in
a) contract authorizes it the Civil Code.
b) other party assents
1159. Obligations arising from contracts have the force
Note: of law between the contracting parties and should be
Parties may freely enter into any stipulations, provided they complied with in good faith.
are not contrary to law, morals, good customs, public order
or public policy CONTRACT – meeting of minds between two persons whereby
- [See Article 1159] one binds himself, with respect to the other, to give, to do
something or to render some service; governed primarily by
(3) QUASI-CONTRACTS (Obligation ex quasi-contractu) – the agreement of the contracting parties.
arise from lawful, voluntary and unilateral acts and which are
enforceable to the end that no one shall be unjustly enriched VALID CONTRACT – it should not be against the law, contrary
or benefited at the expense of another to morals, good customs, public order, and public policy.
- 2 kinds:
a. Negotiorum gestio - unauthorized management;  In the eyes of law, a void contract does not exist and
This takes place when a person voluntarily takes no obligation will arise from it.
charge of another’s abandoned business or
property without the owner’s authority OBLIGATIONS ARISING FROM CONTRACTS – primarily
b. Solutio indebiti - undue payment; This takes governed by the stipulations, clauses, terms and conditions of
place when something is received when there is their agreements.
no right to demand it, and it was unduly
delivered thru mistake  If a contract’s prestation is unconscionable (unfair)
- [See Article 1160] or unreasonable, even if it does not violate morals,
law, etc., it may not be enforced totally.
(4) DELICTS (Obligation ex maleficio or ex delicto) – arise
from civil liability which is the consequence of a criminal  Interpretation of contract involves a question of law.
offense
- Governing rules: COMPLIANCE IN GOOD FAITH – compliance or performance in
1. Pertinent provisions of the RPC and other penal laws accordance with the stipulations or terms of the contract or
subject to Art 2177 Civil Code agreement.
[Art 100, RPC – Every person criminally liable for a felony is
also civilly liable] FALSIFICATION OF A VALID CONTRACT – only the
2. Chapter 2, Preliminary title, on Human Relations unauthorized insertions will be disregarded; the original terms
( Civil Code ) and stipulations should be considered valid and subsisting for
3. Title 18 of Book IV of the Civil Code – on damages the partied to fulfill.
- [See Article 1161]
1160. Obligations derived from quasi-contracts shall be
(5) QUASI-DELICTS / TORTS (Obligation ex quasi-delicto subject to the provisions of chapter 1, title 17 of this
or ex quasi-maleficio) – arise from damage caused to another book.
through an act or omission, there being no fault or
negligence, but no contractual relation exists between the QUASI-CONTRACT – juridical relation resulting from lawful,
parties voluntary and unilateral acts by virtue of which, both parties
- [See Article 1162] become bound to each other, to the end that no one will be
unjustly enriched or benefited at the expense of the other.
1158. Obligations from law are not presumed. Only
those (1) expressly determined in this code or (2) in  There is no consent - consent is PRESUMED.
special laws are demandable, and shall be regulated by
the precepts of the law which establishes them; and as (1) NEGOTIORUM GESTIO – juridical relation
to what has not been foreseen, by the provisions of this which takes place when somebody
code. voluntarily manages the property affairs of
another without the knowledge or consent
 Unless such obligations are EXPRESSLY provided by of the latter; owner shall reimburse the
law, they are not demandable and enforceable, and gestor for necessary and useful expenses
cannot be presumed to exist. incurred by the latter for the performance of
 The Civil Code can be applicable suppletorily to his function as gestor.
obligations arising from laws other than the Civil (2) SOLUTIO INDEBITI – something is received
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when there is no right to demand it and it obligation to pay for the damage done, there being fault or
was unduly delivered through mistake; negligence but there is no pre-existing contractual relation
obligation to return the thing arises on the between parties.
part of the recipient. (e.g. If I let a
storekeeper change my P500 bill and by REQUISITES:
error he gives me P560, I have the duty to a. omission
return the extra P60) b. negligence
c. damage cause to the plaintiff
1161. Civil obligations arising from criminal offenses d. direct relation of omission, being the cause, and
shall be governed by the penal laws, subject to the the damage, being the effect
provisions of Article 2177, and of the pertinent e. no pre-existing contractual relations between
provisions of Chapter 2, Preliminary in Human parties
Relations, and of Title 18 of this book, regulating
damages. Fault or Negligence – consists in the omission of that diligence
which is required by the nature of the obligation and
Governing rules: corresponds with the circumstances of the person, time, and
1. Pertinent provisions of the RPC and other penal laws of the place.
subject to Art 2177 Civil Code
[Art 100, RPC – Every person criminally liable for a felony is BASIS DELICTS QUASI-DELICTS
also civilly liable] 1. INTENT Criminal / Negligence
2. Chapter 2, Preliminary title, on Human Relations malicious
( Civil Code ) 2. INTEREST Affects PUBLIC Affects PRIVATE
3. Title 18 of Book IV of the Civil Code – on damages interest interest
3. LIABILITY Criminal and Civil liability
 Every person criminally liable for a felony is also civil liabilities
criminally liable (art. 100, RPC) 4. PURPOSE Purpose – Indemnification
punishment
CRIMINAL LIABILITY INCLUDES: 5.COMPROMISE Cannot be Can be compromised
(a) RESTITUTION – restoration of property compromised
previously taken away; the thing itself shall 6. GUILT Proved beyond Preponderance of
be restored, even though it be found in the reasonable evidence
possession of a third person who has doubt
acquired it by lawful means, saving to the
latter his action against the proper person
who may be liable to him.
(b) REPARATION OF THE DAMAGE CAUSED – Note:
court determines the amount of damage: The SC in Sagrada v. Naccoco implied that the sources of
price of a thing, sentimental value, etc. obligation in Art 1162 is exclusive. Many commentators
(c) INDEMNIFICATION FOR CONSEQUENTIAL believe, however that it should not be. At present, there is
DAMAGES – includes damages suffered by one more possible source of obligations - PUBLIC OFFER
the family of the injured party or by a third (Public Offer is in fact a source of obligation in
person by reason of the crime. the German Civil Code) – Ateneo memory aid
Effect of acquittal in criminal case: *** The enumeration in 1157 is not scientific because in
a. when acquittal is due to reasonable doubt – no civil reality there are only 2 sources of obligations: law and
liability contract (quasi-contract, delicts, and quasi-delicts are
b. when acquittal is due to exempting circumstances – there imposed by law) [Leung Ben v. O'Brien, 38 Phil. 182]
is civil liability
c. when there is preponderance of evidence – there is civil CHAPTER 2
liability NATURE AND EFFECT OF OBLIGATIONS
1163. Every person obliged to give something is also

1162. Obligations derived from quasi-delicts shall be obliged to take care of it with the proper diligence of a
governed by the provisions of chapter 2, title 17 of this good father of a family, unless the law or the
book, and by special laws. stipulation of the parties requires another standard of
care.
QUASI-DELICT (culpa aquiliana) – an act or omission by a
person which causes damage to another giving rise to an  Speaks of an obligation to care of a DETERMINATE
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thing (that is one which is specific; a thing identified yet the owner of the property before the delivery.
by its individuality) which an obligor is supposed to
deliver to another. � ACTUAL DELIVERY – actual delivery of a thing from the
 Reason: the obligor cannot take care of the whole hand of the grantor to the hand of the grantee (presonally),
class/genus or manifested by certain possessory acts executed by the
grantee with the consent of the grantor (realty).
DUTIES OF DEBTOR: � CONSTRUCTIVE TRADITION – representative of symbolical
in essence and with intention to deliver the ownership.
 Preserve or take care of the things due.
 DILIGENCE OF A GOOD FATHER – a good father FRUITS:
does not abandon his family, he is always ready 1. NATURAL – spontaneous products of the soil, the
to provide and protect his family; ordinary care young and other products of animals;
which an average and reasonably prudent man 2. INDUSTRIAL – produced by lands of any cultivation
would do. or labor;
 ANOTHER STANDARD OF CARE – extraordinary 3. CIVIL – those derived by virtue of juridical relation.
diligence provided in the stipulation of parties.
 FACTORS TO BE CONSIDERED – diligence 1165. When what is to be delivered is a determinate
depends on the nature of obligation and thing, the creditor … may compel the debtor to make
corresponds with the circumstances of the delivery. If the thing is indeterminate or generic, he
person, time, and place. may ask that the obligation be complied with at the
expense of the debtor. If the obligor delays or has
** Debtor is not liable if his failure to deliver the thing is due promised to deliver the same ting to two or more
to fortuitous events or force majeure… without negligence or persons who do not have the same interest, he shall be
fault in his part. responsible for any fortuitous event until he has
effected the delivery.
 Deliver the fruits of a thing
 Deliver the accessions/accessories DETERMINATE THING
 Deliver the thing itself  something which is susceptible of particular
 Answer for damages in case of non-fulfillment or breach designation or specification;
 obligation is extinguished if the thing is lost due to
1164. The creditor has a right to the fruits of the thing fortuitous events.
from the time the obligation to deliver it arises. INDETERMINATE THING
However, he shall acquire no real right over it until the  something that has reference only to a class or
same has been delivered to him. genus;
 obligation to deliver is not so extinguished by
REAL RIGHT (jus in re) – right pertaining to person over a fortuitous events.
specific thing, without a passive subject individually
determined against whom such right may be personally REMEDIES FOR FAILURE OF DELIVERY (determinate thing)
enforced. 1. Complaint for specific performance – an action to
 a right enforceable against the whole world compel the fulfillment of the obligation.
2. Complaint for rescission of the obligation – action to
PERSONAL RIGHT (jus ad rem) – a right pertaining to a rescind
person to demand from another, as a definite passive subject, 3. Complaint for damages – action to claim for
the fulfillment of a prestation to give, to do or not to do. compensation of damages suffered
 a right enforceable only against a definite person or
group of persons.  As a general rule, “no person shall be responsible for
those events which could not be foreseen, or which,
 Before the delivery, the creditor, in obligations to though foreseen, are inevitable, except:
give, has merely a personal right against the debtor 1. in cases expressly specified by the law
– a right to ask for delivery of the thing and the 2. when it is stipulated by the parties
fruits thereof. 3. when the nature of the obligation requires
 Once the thing and the fruits are delivered, then he assumption of risk
acquires a real right over them.  An indeterminate thing cannot be object of
 Ownership is transferred by delivery which could be destruction by a fortuitous event because genus
either actual or constructive. (Art. 1477) � never perishes.
 The remedy of the buyer when there is no delivery
despite demand is to file a complaint for “SPECIFIC 1166. The obligation to give a determinate thing
PERFORMANCE AND DELIVERY” because he is not includes that of delivering all its accessions and
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accessories, even though they may not have been

mentioned.
ORDINARY DELAY – mere failure to perform an obligation at
ACCESSIONS – fruits of the thing or additions to or the appointed time.
improvements upon the principal LEGAL DELAY (DEFAULT) – tantamount to non-fulfillment of
 those which are naturally or artificially attached to the the obligation and arises after an extrajudicial or judicial
thing demand was made upon the debtor.
ACCESSORIES – things included with the principal for the KINDS OF DEFAULT:
latter’s embellishment, better use, or completion a) MORA SOLVENDI – delay on the part
of the debtor to fulfill his obligation;
When does right to fruits arise? – from the time the obligation REQUISITES:
to deliver arises 1. failure of the obligor to perform obligation on
 Conditional – from the moment the condition the DATE agreed upon;
happens 2. demand (j/ej) by the creditor;
 With a term/period – upon the expiration of the 3. failure to comply with such demand
term/period
 Simple – from the perfection of the contract EFFECTS:
1) debtor – liable for damages and
1167. If a person obliged to do something fails to do it, interests
the same shall be executed at his cost. This same rule 2) debtor – liable for the loss of a thing
shall be observed if he does it in contravention of the due to a fortuitous event
tenor of the obligation … it may be decreed that what
has been poorly done be undone. KINDS:
1) mora solvendi ex re – default in real
THREE SITUATIONS: obligations (to give)
a) Debtor’s failure to perform an obligation 2) mora solvendi ex persona – default in
 creditor may do the obligation, or by another, at personal obligations (to do)
the expense of the debtor;
 recover damages b) MORA ACCIPIENDI – delay on the
b) Performance was contrary to the terms agreed part of the creditor to accept the
upon performance of the obligation;
 order of the court to undo the same at the Effects:
expense of the debtor 1. creditor – liable for damages
c) Performance in a poor manner 2. creditor – bears the risk of loss of the thing
 order of the court to undo the same at the 3. debtor – not liable for interest from the time of
expense of the debtor creditor’s delay
4. debtor – release himself from the obligation
1168. When the obligation consists in NOT DOING and
the obligor does what has been forbidden him, it shall c) COMPENSATIO MORAE – delay of the
also be undone at his expense. obligors in reciprocal obligation.
Effect: the default of one compensates the default of
1169. Those obliged to deliver or to do something incur the other; their respective liabilities shall be offset
in delay from the time the obligee judicially or equitable.
extrajudicially demands from them the fulfillment of
their obligation.  Default / Delay in negative obligation is not possible.
However, the demand by the creditor shall not be (In negative obligation, only fulfillment and violation
necessary in order that delay may exists: are possible)
 When the law or obligation so expressly declares; 1170. Those who in the performance of their
 When from the nature of the contract, time us the obligations are guilty of fraud, negligence, or delay,
essence and motivating factor for its and those who in any manner contravene the tenor
establishment; thereof, are liable for damages.
 When demand would be useless (prestation is
impossible); FRAUD (dolo) – deliberate intentional evasion of the faithful
 In reciprocal obligations, from the moment one of fulfillment of an obligation;
the parties fulfills his obligation; NEGLIGENCE (culpa or fault) – voluntary act or omission of
 When the debtor admits he is in default diligence, there being no malice, which prevents the normal
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fulfillment of an obligation; NATURE OF Direct, Incidental to the

DELAY (mora) – default or tardiness in the performance of an NEGLIGENCE substantive and performance of the
obligation after it has been due and demandable; independent obligation.
CONTRAVENTION OF TERMS OF OBLIGATION (violatio)– GOOD FATHER OF Complete and Not complete and
violation of terms and conditions stipulated in the obligation; THE FAMILY proper defense proper defense in the
this must not be due to a fortuitous event. DEFENSE (parents, selection of
guardian, employees.
employers)
1171. Responsibility arising from fraud is demandable PRESUMPTION OF No presumption There is presumption
in all obligations. Any waiver of an action for future NEGLIGENCE – injured party – defendant must
fraud is void. must prove prove that there was
negligence of the no negligence in the
 To allow such waiver will necessarily render the defendant. carrying out of the
obligatory force of contracts illusory. terms of the contract.
 The law does not prohibit waiver of an action for
damages based on fraud already committed.
1173. The fault or negligence of the obligor consists in
 Any deliberate deviation from the normal way of
the omission of that diligence which is required by the
fulfilling the obligation may be a proper basis for
nature of the obligation and corresponds with the
claim for damages against the guilty party.
circumstances of the persons, of he time and of the
place… If the law or contract does not state the
INCIDENTAL FRAUD – committed in the performance of an
diligence which is to be observed in the performance,
obligation already existing because of a contract.
that which is expected if a good father of a family shall
CAUSAL FRAUD – employed in the execution of contract in
be required.
order to secure consent; remedy is annulment bec of vitiation
of consent.
FRAUD distinguished from NEGLIGENCE
1172. Responsibility arising from negligence in the FRAUD NEGLIGENCE
performance of every kind of obligation is also There is deliberate intention There is no deliberate
demandable, but such liability may be regulated by the to cause damage. intention to cause damage.
courts, according to circumstances. Liability cannot be Liability may be mitigated.
mitigated.
Court’s discretion because: Waiver for future fraud is Waiver for future negligence
(a) negligence depends upon the void. may be allowed in certain
circumstances of a case – good or bad cases:
faith of the obligor may be considered 1. gross – can never be
as well as the conduct or misconduct of excused in advance;
the obligee; against public policy
(b) it is not as serious as fraud. 2. simple – may be
excused in certain cases
Negligence – lack of foresight or knowledge
Imprudence – lack of skill or precaution
DILIGENCE – the attention and care required of a person in a
TEST OF NEGLIGENCE given situation and is opposite of negligence.
Did the defendant, in doing the alleged negligent act, use the
reasonable care and caution which an ordinary prudent man NEGLIGENCE – consists in the omission of that diligence
would have used in the same situation? which is required by the nature of the particular obligation
and corresponds with the circumstances of the persons, of the
TWO TYPES OF NEGLIGENCE: time, and of the place.
KINDS of DILIGENCE:
Basis 1. Culpa 2. Culpa
1. DILIGENCE OF A GOOD FATHER – a good father
Aquiliana Contractual
does not abandon his family, he is always ready
(Quasi-delict) (Breach of
to provide and protect his family; ordinary care
contract)
which an average and reasonably prudent man
DEFINITION Negligence Negligence in the
would do.
between parties performance of
2. Diligence required by the law governing the
not so related by contractual obligation
particular obligation
pre-existing
3. Diligence stipulated by the parties
contract
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1174. Except in cases expressly specified by the law, or USURY LAW – makes the usurers criminally liable if the
when it is otherwise declared by stipulation, or when interest charged on loans are more that the limit prescribed
the nature of the obligation requires the assumption of by law.
risk, no person shall be responsible for those events  This law is repealed – Circular No. 905 of the Central
which could not be foreseen, or which, though Bank has expressly removed the interest ceilings
foreseen, were inevitable. prescribed by the USURY LAW.
FORTUITOUS EVENT – an occurrence or happening which 1176. The receipt of the principal by the creditor
could not be foreseen or even if foreseen, is inevitable; without reservation with respect to the interest, shall
absolutely independent of human intervention; act of God. give rise to the presumption that said interest has been
paid.
FORCE MAJEURE - an event caused by the legitimate or The receipt of a later installment of a debt without
illegitimate acts of persons other than the obligor; there is reservation as to prior installments, shall likewise raise
human intervention. the presumption that such installments have been paid.
 conditions which exempt obligor from liability:  These are mere presumptions.
1. event is independent of the will of obligor  To be sure – write the interest and the dates covered
2. it must either be unforeseeable or unavoidable by such payment in the receipt.
3. occurrence must render it impossible for the debtor
to fulfill the obligation in a normal matter 1177. The creditors, after having pursued the property
4. the obligor is free of partiipation in injury to creditor. in possession of the debtor to satisfy their claims, may
exercise all the rights and bring all the actions of the
REQUISITES OF FORTUITOUS EVENT: latter for the same purpose, save those which are
1. Independent of the human will (or at least of the inherent in his person; they may also impugn the acts
obligor’s) which the debtor may have done to defraud them.
2. Unforeseen or unavoidable
3. Of such character as to render it impossible for REMEDIES AVAILABLE TO CREDITORS FOR THE
the obligor to comply with his obligation in a SATISFACTION OF THEIR CLAIMS:
normal manner 1. Exact fulfillment with right to damages
4. Obligor – free from any 2. Exhaustion of the debtor’s properties still in his
participation/aggravation of the injury to the possession – writ of attachment (before judgment)
obligee (no negligence or imprudence) or writ of execution (for final judgment not yet
executed)
EXEPTIONS: 3. ACCION SUBROGATORIA – an action where the
1. When it is expressly stipulated that he shall be liable creditor whose claims had not been fully satisfied,
even if non-performance of the obligation is due to may go after the debtors (3rd person) of the
fortuitous events; defendant debtor.
2. When the nature of the obligation requires the 4. ACCION PAULIANA – an action where the creditor
assumption of risk; files an action in court for the RESCISSION of acts or
3. When the obligor is in delay; contracts entered into by the debtor designed to
4. When the obligor has promised the same thing to defraud the former.
two or more persons who do not have the same
interest; 1178. Subject to the laws, all rights acquired in virtue
5. When the possessor is in bad faith and the thing lost of an obligation are transmissible, if there has been no
or deteriorated due to fortuitous event; stipulation to the contrary.
6. When the obligor contributed to the loss of the thing.
EXCEPTIONS:
1175. Usurious transactions shall be governed by a) Those not transmissible by their nature like
special laws. purely personal rights;
b) Those not transmissible by provision of law;
USURY – contracting for or receiving interest in excess of the c) Those not transmissible by stipulation of parties.
amount allowed by law for the loan or use of money, goods,
etc. CHAPTER 3
DIFFERENT KINDS OF OBLIGATIONS
SIMPLE LOAN – one of the parties delivers to another, money
or other consumable thing upon the condition that the same Section 1 – Pure and Conditional Obligations
amount of the same kind and quality shall be paid.
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1179. Every obligation whose performance does not creditor depends upon the happening of the event which
depend upon a future or uncertain event, or upon a constitutes the condition; if such condition does not take
past event unknown to the parties, is demandable at place, it would be as of the conditional obligation had never
once. existed.
Every obligation which contains a resolutory condition (e.g. promise to give a car after graduating from law school
shall also be demandable, without prejudice to the as cum laude)
effects of the happening of the event.
Resolutory Condition – the rights and obligations already
CONDITION – an event which is both future and uncertain existing are under threat of extinction upon the happening or
upon which the existence or extinguishment of an obligation fulfillment of such condition.
is made to depend. (e.g. donation by reason of marriage – the celebration of
marriage is a resolutory condition; if the marriage did not
PURE OBLIGATION – an obligation which does not contain any push through, the donation may be revoked)
condition or term upon which the fulfillment is made to
depend; immediately demandable by the creditors and the 1182. When the fulfillment of the condition depends
debtor cannot be excused from not complying with his upon the sole will of the debtor, the conditional
prestation. obligation shall be void. If it depends upon chance or
upon the will of a third person, the obligation shall take
CONDITIONAL OBLIGATION – an obligation subject to a effect in conformity with the provisions of this Code.
condition.
a) Suspensive Obligation – its fulfillment gives rise  Applies only to suspensive conditions.
to an obligation; the demandability of the
obligation or the effectivity of the contract can
take place only after the condition has been 3 KINDS OF CONDITIONS UNDER THIS ARTICLE:
fulfilled. 1. POTESTATIVE – a suspensive condition
b) Resolutory Obligation – its happening which depends upon the will of one of the
extinguishes the obligation which is already contracting parties = if at the sole will of
existing; the debtor, it is void; if at the creditor’s, still
valid. this is to prevent the establishment of
1180. When the debtor binds himself to pay when his illusory obligations.
means permit him to do so, the obligation shall be 2. CASUAL – the condition depends upon
deemed to be one with a period, subject to the chance or the will of a third person;(i.e.
provisions of Article 1197. cellphone warranty)
3. MIXED – the condition depends partly upon
 Speaks of a period depending on the will of the the will of the parties and partly upon
DEBTOR. If its purpose is to delay, immediate action chance or the will of a third person;
is allowed. The court fixes the terms. (example ni Atty. De Chavez: passing the
bar)
PERIOD – a future and certain event upon the arrival of
which, the obligation subject to it either arises or is 1183. Impossible conditions, those contrary to good
extinguished. customs or public policy and those prohibited by law
shall annul the obligation which depends upon them. If
INDICATIONS OF A TERM OR PERIOD: the obligation is divisible, that part thereof which is not
When the debtor binds himself to pay – affected by the impossible or unlawful condition shall
 when his means permit him to do so be valid.
 little by little The condition not to do an impossible thing shall be
 as soon as possible considered as not having been agreed upon.
 from time to time
 as soon as I have the money POSSIBLE CONDITION – if it is capable of realization or
 in partial payment actualization according to nature, law, public policy or good
 when in the position to pay customs.
1181. In conditional obligations, the acquisition of 2 KINDS OF IMPOSSIBLE CONDITIONS:

rights, as well as the extinguishment or loss of those 1. Physically Impossible – cannot exist or cannot be done in
already acquired, shall depend upon the happening of its nature;
the event which constitutes the condition. 2. Legally Impossible – contrary to law, good customs, or
public policy.
Suspensive Condition – the acquisition of rights by the
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When a conditional obligation is VOID – impossible conditions

annul the obligation which depends upon them; the obligor 1184 1185
knows his obligation cannot be fulfilled, he has no intention to (POSITIVE SUSPENSIVE) (NEGATIVE SUSPENSIVE)
comply with his obligation. Jose obliges himself to give Jose obliges himself to give the
the pregnant woman Maria pregnant woman Maria P5000 if
When a conditional obligation is VALID – if the condition is P5000 if she would give birth she would NOT give birth on
negative (not to do an impossible thing), it is disregarded and on or before December 30. December 30.
the obligation is rendered pure and valid. a. Jose is LIABLE if Maria a. Jose is NOT LIABLE if Maria
gives birth on or before gives birth on December 30.
Only the affected obligation is void, if the obligation is December 30.
divisible, and the part thereof not affected by the impossible b. Jose is NOT LIABLE if b. Jose is LIABLE if Maria DID
condition is valid. Maria gives birth after NOT give birth on December 30
December 30. – if Maria gives birth BEFORE or
Only the condition is void if there is already a pre-existing AFTER December 30.
obligation and it does not depend upon the fulfillment of the c. If Maria would have a c. If Maria would have a
condition which is impossible. miscarriage before December miscarriage before December
30, the obligation is 30, the obligation is deemed
1184. The condition that some event happen at a EXTINGUISHED. FULFILLED.
determinate time shall extinguish the obligation as
soon as the time expires or if it has become indubitable
that the event will not take place.
1186. The condition shall be deemed fulfilled when the
Positive condition – refers to the fulfillment of an event or obligor voluntarily prevents its fulfillment.
performance of an act  This provision speaks of the DOCTRINE OF
CONSTRUCTIVE FULFILLMENT
Negative condition – refers to the non-fulfillment or non-
performance of an act. - REQUISITES:
1. The condition is SUSPENSIVE;
POSITIVE SUSPENSIVE CONDITION 2. The obligor ACTUALLY PREVENTS the fulfillment of
The obligation is extinguished: the condition;
1. As soon as the TIME EXPIRES without the event 3. He acts VOLUNTARILY.
taking place;
2. As soon as it has become certain that the EVENT  Malice or fraud is not required, as long as his
WILL NOT TAKE PLACE although the time specified purpose is to prevent the fulfillment of the condition.
has not yet expired.  No person shall profit by his own wrong.
** TIME is the condition – should happen for the obligation to 1187. The effects of a conditional obligation to give,
extinguish. once the condition has been fulfilled, shall retroact to
the day of the constitution of the obligation.
1185. The condition that some event will not happen at Nevertheless, when the obligation imposes reciprocal
a determinate time shall render the obligation effective prestations upon the parties, the fruits and interests
from the moment the time indicated has elapsed, or if it during the pendency of the condition shall be deemed
has become evident that the event cannot occur. to have been mutually compensated. If the obligation is
If no time has been fixed, the condition shall be unilateral, the debtor shall appropriate the fruits and
deemed fulfilled at such time as may have probably interests received, unless from the nature and
been contemplated, bearing in mind the nature of the circumstances of the obligation it should be inferred
obligation. that the intention of the person constituting the same
was different.
** This is a condition of non-happening of a future event. In obligations to do and not to do, the courts shall
determine, in each case, the retroactive effect of the
The obligation shall become effective and binding: condition that has been complied with.
a) From the moment the time indicated has elapsed
without the event taking place;  Applies only to fulfilled suspensive conditions.
b) From the moment it has become evident that the  Retroactive statute
event cannot occur, although the time indicated has  The effects of the obligation is deemed to commence
not yet elapsed. not from the fulfillment of the obligation but from the
day of its constitution (similar to the legitimation of a
1184 -vs- 1185 natural child)
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 The article does not require the delivery of fruits or 1190. When the conditions have for their purpose the
payment of interests accruing (accumulating) before extinguishment of an obligation to give, the parties,
the fulfillment of the suspensive condition. upon the fulfillment of said conditions, shall return to
each other what they have received.
 Obligations to do or not to do – the retroactive effect In case of the loss, deterioration or improvement of the
shall be determined by the court using its sound thing, the provisions which, with respect to the debtor,
discretion without disregarding the intentions of the are laid down in the preceding article shall be applied
parties. to the party who is bound to return.
As for the obligations to do and not to do, the
1188. The creditor may, before the fulfillment of the provisions of the second paragraph of Article 1187 shall
condition, bring the appropriate actions for the be observed as regards the effect of the
preservation of his right. extinguishment of the obligation.
The debtor may recover what during the same time he
has paid by mistake in case of a suspensive condition.  Refers to the fulfillment of a resolutory condition.
 When the resolutory condition happened, the
Preservation of the rights of CREDITOR – the debtor may obligation is considered as if it did not exist.
render nugatory (not serious, ignore) the obligation upon the  The parties are bound to return or restore whatever
happening of the obligation. they have received from each other – “reciprocal
 Action for prohibition restraining the alienation of the restitution”
thing pending the happening of the suspensive  Donation by reason of marriage – if the marriage
condition; does not happen, such donation should be returned
 Action to demand security if the debtor has become to the donor.
insolvent;  Loss, deterioration and improvement – governed by
 Action to set aside alienations made by the debtor in 1189.
fraud of creditors;  In obligations to do and not to do, the courts shall
 Actions against adverse possessors to interrupt the determine, in each case, the retroactive effect of the
running prescriptive period. condition that has been complied with.
 To have his rights annotated in the registry.
1191. The power to rescind obligations is implied in
Rights of the DEBTOR – entitled to recover what has been reciprocal ones, in case one of the obligors should not
paid by mistake prior to the happening of the suspensive comply with what is incumbent upon him.
condition. The injured party may choose between the fulfillment
and the rescission of the obligation, with the payment
1189. When the conditions have been imposed with the of damages in either case. He may also seek rescission,
intention of suspending the efficacy of an obligation to even after he has chosen fulfillment, if the latter should
give, the following rules shall be observed in case of become impossible.
the improvement, loss or deterioration of the thing The court shall decree the rescission claimed, unless
during the pendency of the condition: there be just cause authorizing the fixing of a period.
This is understood to be without prejudice to the rights
LOSS of third persons who have acquired the thing, in
(1) debtor without fault – obligation is accordance with Articles 1385 and 1388 and the
extinguished Mortgage Law.
(2) debtor with fault – obligation to pay
damages RECIPROCAL – arise from same causse; each is a debtor and
creditor of the other
DETERIORATION
1. debtor without fault – impairment is to RESCISSION – resolution or cancellation of the contract
be borne by the creditor  Applies only to reciprocal obligations where two
2. debtor with fault – creditor chooses: parties are mutually debtor and creditor of each
rescission of obligation, fulfillment, other in the same transaction. The cause must be
indemnity identical ad the obligations must arise
simultaneously.
IMPROVEMENT  The party who can demand rescission should be the
1. by nature or time – improvement: inure to the party who is ready, willing, and able to comply with
benefit of the creditor his own obligations while the other is not capable to
2. at the expense of the debtor – granted to the perform his own.
usufructuary
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REVIEWER
REMEDIES:
1. Specific performance or fulfillment of Term – length of time sure to come
obligation with damages; Condition – fact or event uncertain to come
2. Rescission of contract with damages.
Basis Period/Term Condition
Effect of rescission: the parties must surrender whatever they 1. TIME Always refers to Can refer to past
have received from the other, and the obligation to pay is FUTURE events unknown to
extinguished. the parties
2. FULFILLMENT Sure to happen at May or may not
If there is an express stipulation of automatic rescission an exact date or happen.
between parties – such resolution shall take place only after indefinite time but
the creditor has notified the debtor of his choice of rescission sure to come.
subject to judicial scrutiny. 3. INFLUENCE Merely fixes the May cause the arising
time for the or cessation of the
1192. In case both parties have committed a breach of demandability or obligation.
the obligation, the liability of the first infractor shall be performance of
equitably tempered by the courts. If it cannot be obligation.
determined which of the parties first violated the
contract, the same shall be deemed extinguished, and
each shall bear his own damages. REQUISITES:
3. Future
FIRST INFRACTOR KNOWN 4. Certain, sure to come
The liability of the first infractor should be equitably reduced. 5. Physically or legally possible
– equitably offset each other’s damages.
1194. In case of loss, deterioration or improvement of
FIRST INFRACTOR CANNOT BE DETERMINED the thing before the arrival of the day certain, the rules
The court shall declare the extinguishment of the obligation in Article 1189 shall be observed.
and each shall bear his own damages.
1195. Anything paid or delivered before the arrival of
Section 2 – Obligations with a Period the period, the obligor being unaware of the period or
believing that the obligation has become due and
1193. Obligations for whose fulfillment a day certain demandable, may be recovered, with the fruits and
has been fixed, shall be demandable only when that interests.
day comes.
Obligations with a resolutory period take effect at once,  The payment or delivery is done before the arrival of
but terminate upon arrival of the day certain. the period.
A day certain is understood to be that which must
necessarily come, although it may not be known when. CONSEQUENCES:
If the uncertainty consists in whether the day will come 1. If he was not aware of the period or he
or not, the obligation is conditional, and it shall be believes that the obligation has become due
regulated by the rules of the preceding Section. and demandable – he can recover what he
paid or delivered including fruits and
PERIOD / TERM – consists in a space or length of time upon interests;
the arrival of which, the demandability or the extinguishment 2. If he was aware and he paid voluntarily –
of an obligation is determined; it may be definite (exact date he cannot recover the delivery made; it is
or time is known) or indefinite (arrival of date is unknown but deemed a waiver of the benefit of the term
sure to come). and the obligation is considered already
- Future + Certain event matured.
GENERAL CLASSIFICATIONS:  The presumption is that the debtor knew that the
a) EX DIE / SUSPENSIVE PERIOD – from a day debt was not yet due. He has the burden of proving
certain give rise to the obligation; suspensive that he was unaware of the period.
effect.
b) IN DIEM / RESOLUTORY PERIOD – arrival of a 1196. Whenever in an obligation a period is designated,
term certain terminated the obligation; it is presumed to have been established for the benefit
resolutory effect. of both the creditor and the debtor, unless from the
tenor of the same or other circumstances it should
appear that the period has been established in favor of
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one or of the other. debtor.
 PRESUMPTION: Obligation with a period is for the  If the obligation does not state and intend a period,
benefit of both the creditor and debtor. the court is not authorized to fix a period.
 EXCEPTION: when it appears that the period is for  The court must fix the duration of the period to
the benefit of one or the other prevent the possibility that the obligation may never
be fulfilled or to cure a defect in a contract whereby
 This cannot apply when the court was authorized by it is made to depend solely upon the will of one of
the parties to fix a reasonable term. the parties.
 The benefit of the term may be the subject of Court cannot fix the period:
stipulation of the parties. 1. If there is a period agreed upon by the
1. Term is for the benefit of the debtor alone – parties and it has already lapsed or expired.
he cannot be compelled to pay prematurely, 2. From the very moment the parties give
but he can if he desires to do so. their acceptance and consent to the period
- Example: A obliges himself to pay B within 5 years. A fixed by the court, it becomes a law
cannot be compelled to pay prematurely, but he can pay governing their contract.
anytime within 5 years (A will benefit because he can pay
anytime he wants as long as it is within 5 years; B will not 1198. The debtor shall lose every right to make use of
benefit from the interests if A decides to pay early). the period:
2. Term is for the benefit of the creditor – He (1) When after the obligation has been contracted, he
may demand fulfillment even before the becomes insolvent, unless he gives a guaranty or
arrival of the term but the debtor cannot security for the debt;
require him to accept payment before the (2) When he does not furnish to the creditor the
expiration of the stipulated period. guaranties or securities which he has promised;
- Example: A borrows money from B and is obliged to make (3) When by his own acts he has impaired said
the payment on December 5. B may compel A to make the guaranties or securities after their establishment, and
payment before December 5, but A may not compel B to when through a fortuitous event they disappear, unless
receive the payment before December 5 (B will benefit from he immediately gives new ones equally satisfactory;
the interests that will accrue before December 5). (4) When the debtor violates any undertaking, in
consideration of which the creditor agreed to the
 The creditor may have reasons other than the period;
maturity of interest, that’s why, unless the creditor (5) When the debtor attempts to abscond.
consents, the debtor has no right to accelerate the
time of payment even if the premature tender The period is disregarded and the obligation becomes pure
includes an offer to pay the principal and interest in and immediately demandable: [IGIVA]
full.
 [I] When debtor becomes insolvent;
1197. If the obligation does not fix a period, but from  The insolvency need not be judicially
its nature and the circumstances it can be inferred that declared. It is sufficient that debtor could
a period was intended, the courts may fix the duration not pay his debts due to lack of money or
thereof. funds.
The courts shall also fix the duration of the period  [G] When the debtor does not furnish guaranties or
when it depends upon the will of the debtor. securities;
In every case, the courts shall determine such period  [I] When guaranties or securities given have been
as may under the circumstances have been probably impaired or have disappeared;
contemplated by the parties. Once fixed by the courts,  If security was lost through debtor’s fault -
the period cannot be changed by them. impairment
 If security was lost through fortuitous event -
JUDICIAL PERIOD – period designated by the court. disappearance
CONTRACTUAL PERIOD – period fixed by the parties in their  [V] When debtor violates an undertaking;
contract. If such undertaking is the reason for the creditor to agree
with such period.
Court will fix a period:  [A] When debtor attempts to abscond (escape).
1. When no period is mentioned, but it is inferable from Mere attempt to abscond is sufficient. It is an indication of
the nature and circumstances of the obligation that a bad faith.
period was intended by the parties.
2. When the period is dependent upon the will of the Section 3 – Alternative Obligations
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1199. A person alternatively bound by different  There being but one prestation available, this
prestations shall completely perform one of them. prestation becomes a simple obligation.
The creditor cannot be compelled to receive part of one
and part of the other undertaking. 1203. If through the creditor's acts the debtor cannot
make a choice according to the terms of the obligation,
OBLIGATIONS WITH PLURAL PRESTATIONS: the latter may rescind the contract with damages.
1. CONJUNCTIVE/COMPOUND OBLIGATION - an
obligation where the debtor has to perform ALL the (1) If the debtor could not make a choice due to
several prestations in the contract to extinguish the the creditor’s act of making the prestations
obligation. impossible, debtor may RESCIND the
2. ALTERNATIVE OBLIGATION – an obligation where contract with damages - rescission takes
the debtor is required to fulfill ONLY ONE of the place at the initiative of the debtor.
several prestations to extinguish the obligation. (2) If the debtor is being prevented to choose
3. FACULTATIVE OBLIGATION – an obligation where the only a particular prestation, and there are
debtor is bound to perform ONLY ONE prestation, others available, he is free to choose from
with a reserved right to choose another prestation as them, after notifying the creditor of his
SUBSTITUTE for the principal. decision.
1200. The right of choice belongs to the debtor, unless 1204. The creditor shall have a right to indemnity for
it has been expressly granted to the creditor. damages when, through the fault of the debtor, all the
The debtor shall have no right to choose those things which are alternatively the object of the
prestations which are impossible, unlawful or which obligation have been lost, or the compliance of the
could not have been the object of the obligation. obligation has become impossible.
The indemnity shall be fixed taking as a basis the value
Implied grant to the creditor is not allowed. If it does not of the last thing which disappeared, or that of the
appear on the agreement as to whom among them has the service which last became impossible.
right to choose, it is the debtor who can choose. Damages other than the value of the last thing or
service may also be awarded.
1201. The choice shall produce no effect except from
the time it has been communicated.  If the impossibility of all the objects of the
alternative obligation is caused by the debtor, the
1. The choice shall not produce any legal effect creditor is entitled to damages.
until it has been duly communicated to the other  If such impossibility is caused by a fortuitous event,
party. the obligation is extinguished and the debtor is
2. It can be done in writing, verbally, impliedly, or released from responsibility, unless the contrary is
any unequivocal means. stipulated by the parties.
3. Once the choice has been communicated to the  The creditor cannot claim for damages if the debtor
other party: can still perform the remaining prestations.
1. The obligation is now LIMITED only to the  The damages that may be recovered is based on the
PRESTATION CHOSEN, with all the natural last thing which disappeared or the service which
consequences flowing therefrom; became impossible. This last one is converted into a
2. The choice is IRREVOCABLE. simple obligation.
a. The performance of prestation without announcing
the choice to the creditor is NOT BINDING. 1205. When the choice has been expressly given to the
b. The consent of the other party is NOT REQUIRED in creditor, the obligation shall cease to be alternative
making the choice – that will in effect frustrate the from the day when the selection has been
clear intention of the law and the nature of the communicated to the debtor.
alternative obligation. Until then the responsibility of the debtor shall be
c. If there is delay in the making of choice – punish the governed by the following rules:
one who is supposed to exercise the right of choice
for the delay he caused – court may order the debtor A. only one thing lost – fortuitous event – creditor
to make a choice, or creditor to make the choice chooses from the remainder – debtor delivers the
within certain period, or court makes the choice. choice to creditor;
B. only one remains – debtor delivers the same to the
1202. The debtor shall lose the right of choice when creditor;
among the prestations whereby he is alternatively C. only one thing lost – fault of the debtor
bound, only one is practicable. 1. creditor may choose any one of the
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REVIEWER
remainders;  When the obligation is ambiguous, it must be

2. creditor may choose the price or value of considered as joint obligation.
the one which was lost;
3. may choose 1 or 2 plus damages CONSEQUENCES OF SOLIDARITY:
D. all things lost – fault of the debtor – creditor may 1. Passive Solidarity – full payment made by anyone of
choose the price of ANYONE of the things, with the solidary debtors extinguishes the obligation. The
damages if warranted. one who paid can claim reimbursement from his co-
debtors as regards their corresponding shares in the
The same rules shall be applied to obligations to do or obligation.
not to do in case one, some or all of the prestations A, B, & C are solidary debtors of D in the sum of P900.
should become impossible. D can demand payment of the entire obligation when it
becomes due, from any one of the debtors or from all of them
 This article applies only when the right of choice has at the same time.
been expressly granted to the creditor. If C paid the whole P900 to D, he may claim reimbursement
from A and B.
1206. When only one prestation has been agreed upon,
but the obligor may render another in substitution, the 2. Active Solidarity – full payment to any of the
obligation is called facultative. creditors extinguishes the obligation. The creditor
The loss or deterioration of the thing intended as a who received the entire amount will be liable to pay
substitute, through the negligence of the obligor, does the corresponding shares of his co-creditors in
not render him liable. But once the substitution has accordance with their internal agreement.
been made, the obligor is liable for the loss of the
Garfield owes the sum of P40,000 to Mickey, Minnie, Donald,
substitute on account of his delay, negligence or fraud.
and Pluto, who are solidary creditors. Garfield can pay anyone
of them. If Mickey received the P40,000, he is liable to pay
 If loss or deterioration happened before substitution
the corresponding shares of his co-creditors.
is made, obligor is not liable; after substitution is
communicated, he is liable for loss (through delay,
MIXED SOLIDARITY
negligence or fraud)
a. Solidary Debtors, Joint Creditors

Section 4 – Joint and Solidary Obligations
 P9,000.00 – total debt
1207. The concurrence of two or more creditors or of Debtors (Solidary) Creditors (Joint)
two or more debtors in one and the same obligation Aida pays P4,500.00 John = P 4,500.00
does not imply that each one of the former has a right Lorna pays P4,500.00 Marsha P 4,500.00
to demand, or that each one of the latter is bound to Fe
render, entire compliance with the prestation. There is
a solidary liability only when the obligation expressly
so states, or when the law or the nature of the b. Joint Debtors, Solidary Creditors
obligation requires solidarity.  P 9,000.00 – total debt
Debtors (Joint) Creditors (Solidary)
INDIVIDUAL OBLIGATION – one debtor and one creditor Aida (P 3,000.00) John (can claim from debtors)
Lorna (P 3,000.00) Marsha (-same-)
COLLECTIVE OBLIGATION – two or more debtors and two or Fe (P 3,000.00)
more creditors
1. JOINT – entire obligation is to be paid or 1208. If from the law, or the nature or the wording of
performed proportionately by the debtors; the obligations to which the preceding article refers the
2. SOLIDARY – each one of the debtors are contrary does not appear, the credit or debt shall be
obliged to pay the entire obligation, each presumed to be divided into as many shares as there
one of the creditors has the right to demand are creditors or debtors, the credits or debts being
from any of the debtors, the fulfillment of considered distinct from one another, subject to the
the entire obligation; Rules of Court governing the multiplicity of suits.
A. Passive Solidarity – solidarity on the part of
the DEBTORS  This provision speaks of JOINT DIVISIBLE
B. Active Solidarity – solidarity on the part of OBLIGATION.
the CREDITORS.
 SOLIDARITY SHOULD BE EXPRESSED – law,  When there is a concurrence of several creditors or
stipulation, nature of obligation. of several debtors in one and in the same obligation,
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REVIEWER
there is a presumption that the obligation is joint. deliver the thing jointly. In case of breach, the obligation is
 Each of the creditors shall be entitled to demand only converted into monetary obligation for indemnity for
the payment of his proportionate share of the credit. damages. Batman and Robin will be liable only for P
 Each of the debtors may be compelled to pay only 750,000.00 each.
his proportionate share of the debt.
 The credits or debts shall be considered distinct from  The act of one is not binding (others must concur)
one another.
1210. The indivisibility of an obligation does not
CONSEQUENCES OF JOINT OBLIGATION: necessarily give rise to solidarity. Nor does solidarity of
1. Each debtor – liable for a proportionate part of the itself imply indivisibility.
entire debt;
Thales, Socrates, Plato, & Aristotle owe P100 to Bruce Lee  Solidarity is expressed in the stipulations of the
= 4 debts and 1 credit party, law governing the obligation, or the nature of
Each of them owes Bruce Lee P25 the obligation.
Bruce Lee cannot collect the entire P100 from any one of
them. INDIVISIBLE OBLIGATION – an obligation where the
2. Each creditor – entitled to a proportionate part of the prestation or object to be delivered cannot be performed by
credit; parts without altering its essence or substance.
Piggy owes P100 to Froggy and Fishy
= 1 debt and 2 credits Basis Indivisibility Solidarity
Froggy can only collect 50 from Piggy, 1. Nature Refers to the Refers to the tie
Same with Fishy prestation of the existing between
3. Demand made by one creditor upon one debtor contract parties of the
produces the effects of default only as between obligation (who is
them, but not with respect to the others; liable)
Bubbles demanded payment from Buttercup; Buttercup was 2. Number of Does not require Requires plurality of
in default. This does not mean that the others are in default subjects / parties plurality of parties parties
too because Bubbles did not demand from them. 3. Effect of breach Obligation is The liability, even if
of obligation converted into converted into
4. The interruption of prescription caused by the
monetary indemnity for
demand made by one creditor upon one debtor will
obligation for damages, remains
not benefit the co-creditors;
indemnity for solidary.
Wittgenstein extended the period in which Tarski should have
damages – each
paid his debt to him. This does not mean that the same
debtor is liable
extension applies to Tarski's debt to Davidson.
only for his part in
5. The insolvency of one debtor will not increase the the indemnity.
liability of his co-debtors, nor will it allow a creditor
to demand anything from the co-creditors.
1211. Solidarity may exist although the creditors and
If Husserl and Merleau-Ponty are debtors of Sartre for
the debtors may not be bound in the same manner and
P1,000,000.00 and Husserl becomes insolvent, the liability of
by the same periods and conditions.
Merleau-Ponty will only be P500,000.00 representing his
proportional share of ½ in the whole obligation.
 The solidarity of the debtors is not affected even if
different terms and conditions are made applicable to
1209. If the division is impossible, the right of the
them.
creditors may be prejudiced only by their collective
 Enforcement of the terms and conditions may be
acts, and the debt can be enforced only by proceeding
made at different times. The obligations which have
against all the debtors. If one of the latter should be
matured can be enforced while those still undue will
insolvent, the others shall not be liable for his share.
have to be awaited. Enforcement can be made
against any one of the solidary debtors although it
JOINT INDIVISIBLE OBLIGATION – an obligation where
can happen that a particular obligation chargeable to
solidarity is not provided and the prestation or object is not
a particular debtor is not yet due. He will be
susceptible of division; its fulfillment requires the concurrence
answerable for all the prestations which fall due
of all debtors, while doing each one’s parts.
although chargeable to the other co-debtors.
Batman and Robin jointly obliged themselves to deliver a

Sad Face, Happy, and Fanny got a loan of P150 from Smiley.
brand new Toyota Fortuner worth P1,500,000.00 to
They signed a promissory note solidarily binding themselves
Superman. The object, a vehicle, is indivisible. They must
to pay Smiley under the following terms:
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Sad Face will pay P50 with 3% on December 30, creditors, the first demand must be given priority.
2006
Happy will pay P50 with 4% on December 30, 2007 1215. Novation, compensation, confusion or remission
Fanny will pay P50 with 5% on December 30, 2008 of the debt, made by any of the solidary creditors or
On December 31, 2006, Smiley can collect his P50 with 3% with any of the solidary debtors, shall extinguish the
from any one of the debtors, but not the whole P150 because obligation, without prejudice to the provisions of
it is not yet entirely due. The maturity of the other amounts Article 1219.
should still be awaited. If maturity comes, Smiley can collect The creditor who may have executed any of these acts,
from any of the debtors, because they are expressly solidary as well as he who collects the debt, shall be liable to
in liabilities, and not affected by the secondary stipulations. the others for the share in the obligation corresponding
to them.
1212. Each one of the solidary creditors may do
whatever may be useful to the others, but not anything NOVATION – obligations are modified by:
which may be prejudicial to the latter. 1. Changing their object or principal conditions;
2. Substituting the person of the debtor; and
 Every solidary creditor is benefited by the useful acts 3. Subrogating (placing) a third person in the rights of
of any one of them. the creditor. [Art. 1291, CC]
 If a solidary creditor performs an act which is not fair
to his co-creditors, the act may have valid legal COMPENSATION – takes place when two persons, in their own
effects or the obligation of the debtor due to them right, become creditors and debtors of each other
may be extinguished, but the performing creditor  the amount of one is covered by the amount of the other
shall be liable to his co-creditors. Erap borrowed P100 from Fernando.
Fernando borrowed P75 from Erap.
 Question: May solidary creditors perform an act Erap’s obligation to Fernando is now P25 only, because the
that is beneficial to others? original obligation was offset by Fernando’s supposed-to-be
obligation to Erap.
1213. A solidary creditor cannot assign his rights
without the consent of the others. CONFUSION – takes place when the characters of creditor
and debtor are merged in the same person.
Assign – transfer of right Tito pays his debt to Vic with a check payable to “cash”.
Vic paid his debt to Joey with the same check.
 The assignee does not become a solidary creditor, Joey paid his debt to Tito, with the same check Tito issued to
and any payment made upon him by the debtor does Vic.
not extinguish the obligation. He is considered a Tito becomes paid by his own check. He becomes the debtor
STRANGER, and his acts are not binding to the and the creditor of himself at the same time.
solidarity.
REMISSION – the gratuitous abandonment by the creditor of
 DOCTRINE OF MUTUAL AGENCY - In solidary
his right; acceptance of the obligor is necessary.
obligations, the act of one is act of the others.
 Exceptions to the doctrine:
 These 4 modes of extinguishing obligations are acts
1. Art. 1212 – a creditor may not perform an act
prejudicial to the other solidary co-creditors because
prejudicial to other creditors
these have the effect of extinguishing the debt or
2. Art. 1213 – a creditor cannot transfer his right
obligation which is due to all of them.
without consent  The only recourse of the co-creditors is to let the one
who executed any of those acts be liable for the
1214. The debtor may pay any one of the solidary
shares corresponding to all his co-creditors (in their
creditors; but if any demand, judicial or extrajudicial,
internal agreement).
has been made by one of them, payment should be
made to him.
1216. The creditor may proceed against any one of the
solidary debtors or some or all of them simultaneously.
 The debtor can pay any one of the solidary creditors.
The demand made against one of them shall not be an
Such payment when accepted by any of the solidary
obstacle to those which may subsequently be directed
creditors will extinguish the obligation.
against the others, so long as the debt has not been
 To avoid confusion on the payment of the obligation,
fully collected.
the debtor is required to ay only to the demanding
creditor and that payment is sufficient to effect the  When there is passive solidarity, the creditor can
extinguishment of the obligation.
proceed against:
 In case two or more demands made by the other
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1. Any of the solidary debtors;

2. Some of the solidary debtors;  Atty De Chavez: Ito ay provision sa tanga...
3. All of the solidary debtors, simultaneously. (siyempre, 'pag nagbayad na, wala nang obligation,
wala na ding ire-remit...)
Extrajudicial demands - first demand shall not prevent
subsequent demands on the other co-debtors, if co-debtor  Any belated (delayed) remission by the creditor of
first to have been required to fulfill obligation did not act on the share of any of the debtor has no effect on the
it. internal relationship of the co-debtors.
1217. Payment made by one of the solidary debtors Payment before remission: A, B, and C solidarily owe D
extinguishes the obligation. If two or more solidary P1,500.00. B paid the entire obligation. After which, D
debtors offer to pay, the creditor may choose which remitted the share of C. B can collect P500.00 each from A
offer to accept. and C even if the share of C in the obligation had been
He who made the payment may claim from his co- remitted.
debtors only the share which corresponds to each, with
the interest for the payment already made. If the
Remission before payment: A, B, and C solidarily owe D
payment is made before the debt is due, no interest for
P1,500.00. D remitted the share of C. Thereafter, B paid the
the intervening period may be demanded.
entire obligation. B can collect P500.00 from A but not from
When one of the solidary debtors cannot, because of
C. However, B may ask D to give back P500, which is the
his insolvency, reimburse his share to the debtor
supposed-to-be share of C.
paying the obligation, such share shall be borne by all
his co-debtors, in proportion to the debt of each.
 After the prior payment of the entire obligation,
there is nothing to remit because the obligation had
Payment – consists in the delivery of the thing or the
been extinguished.
rendition (rendering) of the service whish is the object of the
obligation.
1220. The remission of the whole obligation, obtained
by one of the solidary debtors, does not entitle him to
Interest – compensation for the use of borrowed money
reimbursement from his co-debtors.
Partial payment – the solidary debtor who made the partial
payment is entitles to be reimbursed only for such amount of
 There is nothing to be reimbursed because he did
not spend any money, the remission being a
money which he had paid and which exceeds his own share in
gratuitous act.
the obligation.
1221. If the thing has been lost or if the prestation has

If one of the debtors is insolvent and could not pay his share
become impossible without the fault of the solidary
in the obligation, all solidary debtors including the paying
debtors, the obligation shall be extinguished.
debtor shall share proportionately in the settlement of the
If there was fault on the part of any one of them, all
corresponding share of the insolvent debtor. [In short, his co-
shall be responsible to the creditor, for the price and
debtors will save his ass.]
the payment of damages and interest, without
prejudice to their action against the guilty or negligent
1218. Payment by a solidary debtor shall not entitle
debtor.
him to reimbursement from his co-debtors if such
If through a fortuitous event, the thing is lost or the
payment is made after the obligation has prescribed or
performance has become impossible after one of the
become illegal.
solidary debtors has incurred in delay through the
judicial or extrajudicial demand upon him by the
No reimbursement if:
creditor, the provisions of the preceding paragraph
shall apply.
1. Obligation PRESCRIBES
 The creditor did not make any demand for more than
Loss of the thing or impossibility of prestation –
10 years.
1. NO FAULT – solidary debtors –
2. Obligation becomes ILLEGAL
 Law has been passed, making such prestation illegal. obligation is extinguished
2. FAULT of any one of them – all are
liable because of their mutual agency
1219. The remission made by the creditor of the share
3. FORTUITOUS EVENT – delay on the
which affects one of the solidary debtors does not
part of the debtors – all will be liable
release the latter from his responsibility towards the
co-debtors, in case the debt had been totally paid by
anyone of them before the remission was effected.
 If the thing due was not lost, but there is merely a
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delay, fraud or negligence on the part of one of the

solidary debtors, all (including the innocent) debtors  The unfulfilled undertaking (duty) is converted into a
will share in the payment of the PRINCIPAL monetary obligation which is not divisible.
prestation. The damages and interest imposed will  The guilty debtor is liable for damages.
be borne by the guilty debtor.
 Obligation to deliver is converted into an obligation 1225. For the purposes of the preceding articles,
to pay indemnity when there us loss or impossibility obligations to give definite things and those which are
of performance. not susceptible of partial performance shall be deemed
to be indivisible.
1222. A solidary debtor may, in actions filed by the When the obligation has for its object the execution of
creditor, avail himself of all defenses which are derived a certain number of days of work, the accomplishment
from the nature of the obligation and of those which of work by metrical units, or analogous things which by
are personal to him, or pertain to his own share. With their nature are susceptible of partial performance, it
respect to those which personally belong to the others, shall be divisible.
he may avail himself thereof only as regards that part However, even though the object or service may be
of the debt for which the latter are responsible. physically divisible, an obligation is indivisible if so
provided by law or intended by the parties.
DEFENSES OF A SOLIDARY DEBTOR: In obligations not to do, divisibility or indivisibility shall
be determined by the character of the prestation in
1. Defense arising from the nature of the obligation – each particular case.
such as payment, prescription, remission, statute of
frauds, presence of vices of consent, etc. The following are considered INDIVISIBLE obligations:
2. Defenses which are personal to him or which 1. Obligation to give definite things
pertains to his own share alone – such as minority, 2. Obligations which are not susceptible of partial
insanity and others purely personal to him. performance
3. Defenses personal to the other solidary creditors but 3. Even though the object or service may be physically
only as regards that part of the debt for which the divisible, it is indivisible if:
other creditors are liable. a. the law so provides
b. when the parties intended it to be indivisible
Section 5 – Divisible and Indivisible Obligations
The following obligations are deemed DIVISIBLE:
1223. The divisibility or indivisibility of the things that 1. When the object of the obligation is the execution of
are the object of obligations in which there is only one a certain number of days of work
debtor and only one creditor does not alter or modify 2. When the object of the obligation is the
the provisions of Chapter 2 of this Title. accomplishment of work measured in units
3. When the object of the obligation is susceptible of
DIVISIBILITY – refers to the susceptibility of an obligation to partial compliance
be performed partially. 4. When the object of the obligation is such that the
 Obligation to deliver 100 sacks of rice or a particular debtor is required to pay in installments
type
INDIVISIBILITY – refers to the non-susceptibility of an  If the contract is divisible, and a part of it is illegal,
obligation to partial performance. the illegal part is void, and the rest shall be valid and
 Obligation to deliver a particular computer set enforceable.
 If the contract is indivisible, and a part of it is illegal,
If a thing could be divided into parts and as divided, its value the entire contract is void.
is impaired disproportionately, that thing is INDIVISIBLE.  Partial performance of an indivisible obligation is
tantamount to non-performance.
1224. A joint indivisible obligation gives rise to
indemnity for damages from the time anyone of the Section 6 – Obligations with a Penal Clause
debtors does not comply with his undertaking. The
debtors who may have been ready to fulfill their 1226. In obligations with a penal clause, the penalty
promises shall not contribute to the indemnity beyond shall substitute the indemnity for damages and the
the corresponding portion of the price of the thing or of payment of interests in case of noncompliance, if there
the value of the service in which the obligation is no stipulation to the contrary. Nevertheless,
consists. damages shall be paid if the obligor refuses to pay the
penalty or is guilty of fraud in the fulfillment of the
JOINT INDIVISIBLE OBLIGATION – the object is indivisible obligation.
but the liability of the parties is joint. The penalty may be enforced only when it is
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demandable in accordance with the provisions of this 3. fortuitous event – principal obligation
Code. and penalty are extinguished
PENALTY CLAUSE 1228. Proof of actual damages suffered by the creditor

 Purposes: Jurado book is not necessary in order that the penalty may be
 This is an accessory obligation attached to the demanded.
principal obligation, which imposes an additional
liability in case of breach of the principal obligation. d. As long as the agreement or contract is breached.
 It pushes the debtor to perform his obligation e. The mere non-fulfillment of the principal obligation
faithfully and without delay – within the period entitles the creditor to the penalty stipulated.
agreed upon, or else, he suffers a fixed civil penalty f. The purpose of the penalty clause is precisely to
without need of proving the damages of the other avoid proving damages.
party.
1229. The judge shall equitably reduce the penalty
The penalty imposable is a substitute for the indemnity for: when the principal obligation has been partly or
a. damages irregularly complied with by the debtor. Even if there
b. payment of interest in case of breach of obligation has been no performance, the penalty may also be
1. unless the contrary is stipulated! reduced by the courts if it is iniquitous or
unconscionable.
EXCEPTIONS – additional damages may be recovered from
the following acts: JUDICIAL REDUCTION OF PENALTY
4. If the debtor refuses to pay the penalty  Principal obligation – partly complied with by the
5. If the debtor is guilty of fraud in the fulfillment debtor (but not in indivisible obligation, because it is
of the obligation tantamount to non-compliance)
6. If there is express stipulation that the other  Principal obligation – complied not in accordance
damages or interests are demandable to the with the tenor of the agreement (refers to irregular
penalty in the penal clause performance)
 Penalty – iniquitous or unconscionable
1227. The debtor cannot exempt himself from the
performance of the obligation by paying the penalty,  Judge’s power to reduce penalties are limited to
save in the case where this right has been expressly private contracts.
reserved for him. Neither can the creditor demand the
fulfillment of the obligation and the satisfaction of the INIQUITOUS OR UNCONSCIONABLE – when it is revolting to
penalty at the same time, unless this right has been the conscience or common sense; grossly disproportionate to
clearly granted him. However, if after the creditor has the damages suffered.
decided to require the fulfillment of the obligation, the
performance thereof should become impossible without PENALTY NOT ENFORCEABLE:
his fault, the penalty may be enforced. 1. Impossible performance of principal
obligation due to fortuitous events
 A debtor cannot evade from payment of his principal 2. Creditor prevented the debtor from fulfilling
obligation by choosing to pay the penalty stipulated, the obligation
except when the debtor is EXPRESSLY granted with 3. Penalty is contrary to good morals or good
the right to substitute the penalty for the principal customs
obligation. – an obligation with penalty clause cannot 4. Both parties are guilty of breach of contract
be turned to facultative obligation unless expressly 5. Breach of contract by the creditor
stipulated in the contract. 6. None of the parties committed any willful or
 The creditor cannot demand the stipulated fulfillment culpable violation of the agreement
of the principal obligation and the penalty at the
same time, except 1230. The nullity of the penal clause does not carry
a. when the creditor was clearly given the right to with it that of the principal obligation.
enforce both the principal obligation and The nullity of the principal obligation carries with it
penalty; that of the penal clause.
b. when the creditor has demanded fulfillment of
the obligation but cannot be fulfilled due to the Because the penal clause is only an accessory to the principal
1. debtor’s fault – creditor may demand obligation, it cannot exist alone.
for penalty If the penal clause is void, the principal obligation remains
2. creditor’s fault – he cannot claim the enforceable.
penalty
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The nullity of penal clause does not mean the nullity of the a.) identity of prestation - the very thing or service due must
principal. be delivered or released
For example: b.) integrity – prestation must be fulfilled completely
In case of non-payment of P10,000, P1,000 per day as  Time of payment – the payment or performance
penalty shall be imposed. It is a void contract but it is not an must be on the date stipulated (may be made even
excuse that you don't have to pay the principal which is on Sundays or on any holiday, although some states
P10,000. like the Negotiable Instruments Law states that
payment in such case may be made on the next
CHAPTER 4 succeeding business day)
EXTINHGUISHMENT OF OBLIGATIONS  The burden of proving that the obligation has been
extinguished by payment devolves upon the debtor
GENERAL PROVISIONS
who offers such a defense to the claim of the plaintiff
creditor
1231. Obligations are exringuished:
5. by payment or performance  The issuance of a receipt is a consequence of usage
6. by loss of the thing due and good faith which must be observed (although
7. by condonation or remission our Code has no provision on this) and the refusal of
8. by confusion or merger of the rights of the creditor to issue a receipt without just cause is a
creditor and debtor ground for consignation under Art 1256 ( if a receipt
9. by compensation has been issued by payee, the testimony alone of
10. by novation payer would be insufficient to prove alleged
Other causes of extinguishment of obligations, such as payments)
annulment, rescission, fulfillment of a resolutory
condition, and prescription, are governed elsewhere in 1234. If the obligation has been substantially
this Code. performed in good faith, the obligor may recover as
though there had been a strict and complete
1232. Payment means not only the delivery of money fulfillment, less damages suffered by the obligee.
but also the performance, in any other manner of an  In order that there may be substantial performance
obligation. of an obligation, there must have been an attempt in
good faith to perform, without any willful or
Payment means not only delivery of money but also the intentional departure therefrom
performance.  The non-performance of a material part of a contract
will prevent the performance from amounting to a
 It is the fulfillment of the prestation due that substantial compliance
extinguishes the obligation by the realization of the  A party who knowingly and willfully fails to perform
purposes for which it was constituted his contract in any respect, or omits to perform a
 It is a juridical act which is voluntary, licit and made material part of it cannot be permitted under the
with the intent to extinguish an obligation protection of this rule to compel the other party to
 Requisites: perform; and the trend of the more recent decisions
1. person who pays is to hold that the percentage of omitted or irregular
2. the person to whom payment is made performance may in and of itself be sufficient to
3. the thing to be paid show that there has not been a substantial
4. the manner, time and place of payment etc performance
 The paying as well as the one receiving should have  The party who has substantially performed may
the requisite capacity enforce specific performance of the obligation of the
other party or may recover damages for their breach
 Kinds:
upon an allegation of performance, without proof of
1. normal –when the debtor voluntarily performs the
complete fulfillment.
prestation stipulated
2. abnormal – when he is forced by means of a judicial  The other party, on the other hand, may by an
proceeding either to comply with prestation or to pay independent action before he is sued, or by a
indemnity counterclaim after commencement of a suit against
him, recover from the first party the damages which
1233. A debt shall not be understood to have been he has sustained by the latter’s failure to completely
paid unless the thing or service in which the oligatoin fulfill his obligation
consists has been completely delivered or rendered, as
the case may be. 1235 – When the oblige accepts the performance,
knowing its incompleteness or irregularity, and without
 States 2 requisites of payment:
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expressing any protest or objection, the obligation is in the creditor, which are extinguished by the
deemed fully complied with payment
 A person entering into a contract has a right to insist
on its performance in all particulars, according to its 1238. Payment made by a third person who does not
meaning and spirit. But if he chooses to waive any of intend to be reimbursed by the debtor is deemed to be
the terms introduced for his own benefit, he may do a donation, which requires the debtor’s consent/ but
so. the payment is in any case valid as to the creditor who
 But he is not obliged to accept anything else in place has accepted it
of that which he has contracted for and if he does ART 1239. In obligations to give, payment made by one
not waive this right, the other party cannot recover who does not have the free disposal of the thing due
against him without performing all the stipulations and capacity to alienate it shall not be valied, without
on is part prejudice to the provisions of article 1427 under the
 To constitute a waiver, there must be an intentional Title on “Natural Obligations”
relinquishment of a known right. A waiver will not  consignation will not be proper here. In case the
result from a mere failure to assert a claim for creditor accepts the payment, the payment will not
defective performance/payment. There must have be valid except in the case provided in article 1427
been acceptance of the defective performance with
actual knowledge if the incompleteness or defect, 1240. Payment shall be made to the person in whose
under circumstances that would indicate an intention favor the obligation has been constituted, or his
to consider the performance as complete and successor in interest, or any person authorized to
renounce any claim arising from the defect receive it
 A creditor cannot object because of defects in  the authority of a person to receive payment for the
performance resulting from his own acts or directions creditor may be
a.) legal – conferred by law (e.g.,guardian of the
1236. The creditor is not bound to accept payment or incapacitated, administrator of the estate of the deceased)
performance by a third person who has no interest in b.) conventional – when the authority has been given by
the fulfillment of the obligation, unless there is a the creditor himself (e.g., agent who is appointed to collect
stipulation to the contrary. Whoever pays for another from the debtor
may demand from the debtor what he has paid, except  payment made by the debtor to a wrong party does
that if he paid without the knowledge or against the not extinguish the obligation as to the creditor
will of the debtor, he can recover only insofar as the (void), if there is no fault or negligence which can be
payment has been beneficial to the debtor imputed to the latter (even when the debtor acted in
 Reason for this article: whenever a third person pays utmost good faith, or through error induced by the
there is a modification of the prestation that is due. fraud of the 3rd person). It does not prejudice the
 Generally, the 3rd person who paid another’s debt is creditor and the accrual of interest is not suspended
entitled to recover the full amount he paid. The law, by it
however limits his recovery to the amount by which
the debtor has been benefited, if the debtor has no 1241. Payment to a person who is incapacitated to
knowledge of, or has expressed his opposition to administer his property shall be valid if he has kept the
such payment thing delivered, or insofar as the payment has been
 If the debt has been remitted, paid compensated or beneficial to him. Payment made to a third person shall
prescribed, a payment by a third person would also be valid insofar as it has redounded to the benefit
constitute a payment of what is not due; his remedy of the creditor. Such benefit to the creditor need not be
would be against the person who received the proved in the following cases:
payment under such conditions and not against the (1) If after the payment, the third person acquires the
debtor who did not benefit from the payment creditor's rights;
 payment against debtor’s will – even if payment of (2) If the creditor ratifies the payment to the third
the third party is against the will of the debtor, upon person;
payment by the third party, the obligation between (3) If by the creditor's conduct, the debtor has been led
the debtor and creditor is already extinguished to believe that the third person had authority to receive
the payment. (1163a)
1237. Whoever pays on behalf of the debtor without  payment shall be considered as having benefited the
the knowledge or against the will of the latter, cannot incapacitated person if he made an intelligent and
compel the creditor to subrogate him in his rights, such reasonable use thereof, for purposes necessary or
as those arising from a mortgage, guaranty or penalty useful to him, such as that which his legal
 This article gives to the third person who paid only a representative would have or could have done under
simple personal action for reimbursement, without similar circumstances, even if at the time of the
the securities, guaranties and other rights recognized complaint the effect of such use no longer exists
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(e.g., taxes on creditor’s property, money to  The defects of the thing delivered may be waived by
extinguish a mortgage on creditor’s property) the creditor, if he expressly so declares or if, with
 the debtor is not released from liability by a payment knowledge thereof, he accepts the thing without
to one who is not the creditor nor one authorized to protest or disposes of it or consumes it
receive the payment, even if the debtor believed in
good faith that he is the creditor, except to the 1245. Dation in payment, whereby property is alienated
extent that the payment inured to the benefit of the to the creditor in satisfaction of a debt in money, shall
creditor be governed by the law of sales. (n)
 in addition to those mentioned above, payment to a  This is the delivery and transmission of ownership of
third person releases the debtor:
a thing by the debtor to the creditor as an accepted
a.) when, without notice of the assignment of credit, he
equivalent of the performance of the obligation.
pays to the original creditor
b.) when in good faith he pays to one in possession of the  The property given may consist not only of a thing
credit but also of a real right (such as a usufruct)
 even when the creditor receives no benefit from the  Considered as a novation by change of the object
payment to a third person, he cannot demand  Where the debt is money, the law on sale shall
payment anew, if the mistake of the debtor was due govern; in this case, the act is deemed to be a sale
to the fault of the creditor with the amount of the obligation to the extent that
it is extinguished being considered as price
1242. Payment made in good faith to any person in  Difference between Dation and Cession (see Art.
possession of the credit shall release the debtor. 1255)
(1164)
 the person in possession of the credit is neither the 1246. When the obligation consists in the delivery of an
creditor nor one authorized by him to receive indeterminate or generic thing, whose quality and
payment, but appears under the circumstances of circumstances have not been stated, the creditor
the case, to be the creditor. He appears to be the cannot demand a thing of superior quality. Neither can
owner of the credit, although in reality, he may not the debtor deliver a thing of inferior quality. The
be the owner (e.g., an heir who enters upon the purpose of the obligation and other circumstances shall
hereditary estate and collects the credits thereof, but be taken into consideration. (1167a)
who is later deprived of the inheritance because of  If there is disagreement between the debtor and the
incapacity to succeed) creditor as to the quality of the thing delivered, the
 it is necessary not only that the possession of the court should decide whether it complies with the
credit be legal, but also that the payment be in good obligation, taking into consideration the purpose and
faith other circumstances of the obligation
 Both the creditor and the debtor may waive the
1243. Payment made to the creditor by the debtor after benefit of this article
the latter has been judicially ordered to retain the debt  see Art. 1244
shall not be valid. (1165)
 the payment to the creditor after the credit has been 1247. Unless it is otherwise stipulated, the
attached or garnished is void as to the party who extrajudicial expenses required by the payment shall
obtained the attachment or garnishment, to the be for the account of the debtor. With regard to judicial
extent of the amount of the judgment in his favor. costs, the Rules of Court shall govern. (1168a)
 The debtor upon whom garnishment order is served  This is because the payment is the debtor’s duty and
can always deposit the money in court by way of it inures to his benefit in that he is discharged from
consignation and thus relieve himself from further the burden of the obligation
liability
1248. Unless there is an express stipulation to that
1244. The debtor of a thing cannot compel the creditor effect, the creditor cannot be compelled partially to
to receive a different one, although the latter may be of receive the prestations in which the obligation consists.
the same value as, or more valuable than that which is Neither may the debtor be required to make partial
due. In obligations to do or not to do, an act or payments.
forbearance cannot be substituted by another act or However, when the debt is in part liquidated and in
forbearance against the obligee's will. (1166a) part unliquidated, the creditor may demand and the
 Upon agreement of consent of the creditor, the debtor may effect the payment of the former without
debtor may deliver a different thing or perform a waiting for the liquidation of the latter. (1169a)
different prestation in lieu of that stipulated. In this  The creditor who refuses to accept partial prestations
case there may be dation in payment or novation does not incur delay except when there is abuse of
right or if good faith requires acceptance
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 This article does not apply to obligations where there after he has incurred in delay, the additional
are several subjects or where the various parties are expenses shall be borne by him. These provisions
bound under different terms and conditions are without prejudice to venue under the Rules of
Court.(1171a)
1249. The payment of debts in money shall be made in  Since the law fixes the place of payment at the
the currency stipulated, and if it is not possible to domicile of the debtor, it is the duty of the creditor to
deliver such currency, then in the currency which is go there and receive payment; he should bear the
legal tender in the Philippines. The delivery of expenses in this case because the debtor cannot be
promissory notes payable to order, or bills of exchange made to shoulder the expenses which the creditor
or other mercantile documents shall produce the effect incurs in performing a duty imposed by law and
of payment only when they have been cashed, or when which is for his benefit.
through the fault of the creditor they have been  But if the debtor changes his domicile in bad faith or
impaired.
after he has incurred in delay, then the additional
In the meantime, the action derived from the original
expenses shall be borne by him
obligation shall be held in the abeyance. (1170)
 LEGAL TENDER means such currency which in a  When the debtor has been required to remit money
given jurisdiction can be used for the payment of to the creditor, the latter bears the risks and the
debts, public and private, and which cannot be expenses of the transmission. In cases however
refused by the creditor where the debtor chooses this means of payment, he
 so long as the notes were legal tender at the time bears the risk of loss.
they were paid or delivered, the person accepting
them must suffer the loss if thereafter they became SUBSECTION 1
valueless APPLICATION OF PAYMENTS
 the provisions of the present article have been
modified by RA No. 529 which states that payments 1252. He who has various debts of the same kind in
of all monetary obligations should now be made in favor of one and the same creditor, may declare at the
currency which is legal tender in the Phils. A time of making the payment, to which of them the
stipulation providing payment in a foreign currency same must be applied. Unless the parties so stipulate,
is null and void but it does not invalidate the entire or when the application of payment is made by the
contract party for whose benefit the term has been constituted,
 A check, whether a manager’s check or an ordinary application shall not be made as to debts which are not
check is not legal tender and an offer of the check in yet due.
payment of debt is not a valid tender of payment If the debtor accepts from the creditor a receipt in
which an application of the payment is made, the
1250. In case an extraordinary inflation or deflation of former cannot complain of the same, unless there is a
the currency stipulated should supervene, the value of cause for invalidating the contract. (1172a)
the currency at the time of the establishment of the  Requisites:
obligation shall be the basis of payment, unless there is 1. 1 debtor and 1 creditor only
an agreement to the contrary. (n) 2. 2 or more debts of the same kind
 Applies only where a contract or agreement is 3. all debts must be due
involved. It does not apply where the obligation to 4. amount paid by the debtor must not be
pay arises from law, independent of contracts sufficient to cover the total amount of all
the debts
 Extraordinary inflation of deflation may be said to be
that which is unusual or beyond the common  It is necessary that the obligations must all be due.
fluctuations in the value of the currency, which Exceptions: (1) whe there is a stipulation to the
parties could not have reasonably foreseen or which contrary; and (2) the application of payment is made
was manifestly beyond their contemplation at the by the party for whose benefit the term or period has
time when the obligation was constituted been constituted (relate to Art. 1196).
 It is also necessary that all the debts be for the same
1251. Payment shall be made in the place designated in kind, generally of a monetary character. This
the obligation. There being no express stipulation and includes obligations which were not originally of a
if the undertaking is to deliver a determinate thing, the monetary character, but at the time of application of
payment shall be made wherever the thing might be at payment, had been converted into an obligation to
the moment the obligation was constituted. In any pay damages by reason of breach or
other case the place of payment shall be the domicile of nonperformance.
the debtor.  If the debtor makes a proper application of payment
 If the debtor changes his domicile in bad faith or but the creditor refuses to accept it because he
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REVIEWER
wants to apply it to another debt, such creditor will proportionately.

incur in delay  Example: debtor owes his creditor several debts, all
 RIGHT OF DEBTOR TO MAKE APPLICATION. If at the of them due, to wit: (1) unsecured debt, (2) a debt
time of payment, the debtor does not exercise his secured with mortgage of the debtor's property, (3)
right to apply it to any of his debts, the application a debt with interest, (4) a debt in which the debtor is
shall be understood as provided by law, unless the solidarily liable with another. Partial payment was
creditor makes the application and his decision is made by the debtor, without specification as to
accepted by the debtor. This application of payment which the payment should be applied.
can be made by the creditor only in the receipt The most onerous is (4), followed by (2), then
issued at the time of payment (although the (3), then (1). Consequently, payment shall be
application made by creditor may be contested by made in that order.
the debtor if the latter’s assent to such application
was vitiated by such causes as mistake, violence, SUBSECTION 2
intimidation, fraud, etc) PAYMENT BY CESSION
 The debtor and the creditor by agreement, can
1255. The debtor may cede or assign his property to his
validly change the application of payment already
creditors in payment of his debts. This cession, unless
made without prejudice to the rights of third persons
there is stipulation to the contrary, shall only release
acquired before such agreement
the debtor from responsibility for the net proceeds of
the thing assigned. The agreements which, on the
1253. If the debt produces interest, payment of the
effect of the cession, are made between the debtor and
principal shall not be deemed to have been made until
his creditors shall be governed by special laws. (1175a)
the interests have been covered. (1173)
 Interest paid first before principal  Cession is a special form of payment whereby the
debtor abandons or assigns all of his property for the
 Applies both to compensatory interest (that benefit of his creditors so that the latter may obtain
stipulated as earnings of the amount due under the payment of their credits from the proceeds of the
obligation) and to interest due because of delay or property.
mora on the part of the debtor
 Requisites:
 SC held that this provision applies only in the 1. plurality of debts
absence of a verbal or written agreement to the 2. partial or relative insolvency of the debtor
contrary (merely directory, not mandatory) 3. acceptance of cession by the creditors
 Kinds of Cession:
1254. When the payment cannot be applied in
1. Contractual (Art. 1255)
accordance with the preceding rules, or if application
2. Judicial (Insolvency Law)
can not be inferred from other circumstances, the debt
which is most onerous to the debtor, among those due,  Must be initiated by debtors
shall be deemed to have been satisfied. If the debts  Requires two or more creditors, debtors insolvent,
due are of the same nature and burden, the payment cession accepted by creditors
shall be applied to all of them proportionately. (1174a)  Such assignment does not have the effect of making
 As to which of 2 debts is more onerous is the creditors the owners of the property of the
fundamentally a question of fact, which courts must debtor unless there is an agreement to that effect
determine on the basis of the circumstances of each
case
 Debts are not of the same burden (1st par.)– Rules:
 Difference between Dation and Cession
1. Oldest are more onerous than new ones DATION CESSION
2. One bearing interest more onerous than one
may be 1 creditor many creditors
that does not
3. secured debt more onerous than unsecured does not require insolvency requires partial or relative
one insolvency
4. principal debt more onerous than guaranty
delivery of a thing delivery of all the property
5. solidary debtor more onerous than sole
debtor transfer of ownership of the no transfer of ownership (only
6. share in a solidary obligation more onerous property of possession and
to a solidary debtor administration)
7. liquidated debt more onerous than
a novation
unliquidated
 Debts are of the same burden (2 nd par.)– the payment extinguishes the effect is merely to release
payment shall be applied to all of them pro rata or obligation (to the extent of debtor from the net proceeds
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REVIEWER
the value of the thing of the property; hence, partial 2. [L] The consignation of the obligation was made
delivered) extinguishment of obligation. because of some legal cause provided in the present
article
3. [N] That previous notice of the consignation has
SUBSECTION 3 been given to persons interested in the performance
TENDER OF PAYMENT AND CONSIGNATION of the obligation
4. [D] The amount or thing due was placed at the
1256. If the creditor to whom tender of payment has disposal of the court
been made refuses without just cause to accept it, the 5. [N] After the consignation had been made the
debtor shall be released from responsibility by the persons interested had been notified thereof
consignation of the thing or sum due.
Consignation alone shall produce the same effect in the  If the reason for consignation is the unjust refusal of
following cases: the creditor to accept payment, it must be shown:
(1) When the creditor is absent or unknown, or does 1. That there was previous tender of payment, without
not appear at the place of payment; which the consignation is ineffective
(2) When he is incapacitated to receive the payment at 2. That the tender of payment was of the very thing
the time it is due; due, or in case of money obligations that legal
(3) When, without just cause, he refuses to give a tender currency was offered
receipt; 3. That the tender of payment was unconditional and
(4) When two or more persons claim the same right to 4. That the creditor refused to accept payment without
collect; just cause
(5) When the title of the obligation has been lost.
(1176a)  Exception to requirement for tender of payment:
 Tender of payment : manifestation made by the [AIR-TT]
debtor to the creditor of his desire to comply with his 1. [A] When creditor is absent or unknown or does not
obligation; The act of the debtor of offering to the appear at place of payment
creditor the thing or amount due 2. [I] When he is incapacitated to receive payment
 Consignation : Deposit of the object or the amount 3. [R] When he refuses to give receipt, without just
due with the proper court after refusal or inability of cause
the creditor to accept the tender of payment 4. [T] When two or more persons claim same right to
collect
 Tender of payment by certified check is valid; a mere 5. [T] When title of the obligation has been lost
check would also be valid for tender of payment if
the creditor makes no prompt objection, but this  The 1st and 2nd Special Requisites of Consignation
does not estop the latter from later demanding are embodied in Article 1256.
payment in cash  As to the 2nd requisite ([L] – legal cause) the
 When a tender of payment is made in such a form following musst be present:
that the creditor could have immediately realized (a) the tender of payment must have been made prior
payment if he had accepted the tender, followed by a to the consignation
prompt attempt of the debtor to deposit the means (b) that it must have been unconditional [e.g. where the
of payment in court by way of consignation, the debtor tendered a check for P3,250 to the creditor as
accrual of interest on the obligation will be payment of a debt conditioned upon the signing by
suspended from the date of such tender. But when the latter of a motion to dismiss a complaint for legal
the tender of payment is not accompanied by the separation, such tender of payment is invalid.]
means of payment, and the debtor did not take any (c) that the creditor must have refused to accept the
immediate step to make a consignation, then the payment without just cause [it is not necessary for
interest is not suspended from the time of such the court where the thing or the amount is deposited
tender. to determine whether the refusal of the creditor to
accept the same was with or without just cause. The
 GENERAL REQUISITES OF VALID CONSIGNATION vs question will be resolved anyway in a subsequent
SPECIAL REQUISITES proceeding. Hence, the mere refusal of the creditor
General Req : relative to payment (Arts. 1232 - to accept the tender of payment will be sufficient
1251) (Manresa)]
Special Req : very nature of consignation (Arts.
1256 – 1258) 1257. In order that the consignation of the thing due
may release the obligor, it must first be announced to
 Special Requisites of consignation: [DLN-DN] the persons interested in the fulfillment of the
1. [D] There was a debt due obligation.
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The consignation shall be ineffectual if it is not made withdraw the thing or the sum deposited, allowing the
strictly in consonance with the provisions which obligation to remain in force. (1180)
regulate payment. (1177)  Consignation has a retroactive effect and the
 The lack of notice does not invalidate the payment is deemed to have been made at the time
consignation but simply makes the debtor liable for of the deposit of the thing in court or when it was
the expenses placed at the disposal of the judicial authority
 The tender of payment and the notice of  The effects of consignation are: 1.) the debtor is
consignation sent to the creditor may be made in the released in the same manner as if he had performed
same act. In case of absent or unknown creditors, the obligation at the time of the consignation
the notice may be made by publication because this produces the same effect as a valid
payment, 2.) the accrual of interest on the obligation
 1st paragraph of this article – pertains to the 3rd is suspended from the moment of consignation, 3.)
Special Requisite of Consignation ([N] Previous the deteriorations or loss of the thing or amount
Notice) consigned occurring without fault of the debtor must
- Tender of Payment vs Previous Notice : the former be borne by the creditor, because the risks of the
is a friendly and private act manifested only to the thing are transferred to the creditor from the
creditor; the latter is manifested also to other moment of deposit 4.) any increment or increase in
persons interested in the fulfillment of the obligation. value of the thing after the consignation inures to
the benefit of the creditor.
 2nd paragraph of this article – pertains to the General
Requisites of Consignation (Arts. 1232-1251), which  When the amount consigned does not cover the
must be complied with entire obligation, the creditor may accept it,
reserving his right to the balance. If no reservations
1258. Consignation shall be made by depositing the are made, the acceptance by the creditor of the
things due at the disposal of judicial authority, before amount consigned may be regarded as a waiver of
whom the tender of payment shall be proved, in a further claims under the contract
proper case, and the announcement of the consignation
in other cases. 1261. If, the consignation having been made, the
The consignation having been made, the interested creditor should authorize the debtor to withdraw the
parties shall also be notified thereof. (1178) same, he shall lose every preference which he may
 1st paragraph hereof - 4th Special Requisite of have over the thing. The co-debtors, guarantors and
Consignation ([D] Disposal of the Court) sureties shall be released. (1181a)
- this is complied with if the debtor depostis the  When the consignation has already been made and
thing or amount with the Clerk of Court the creditor has accepted it or it has been judicially
 2nd paragraph hereof - 5th Special Requisite of declared as proper, the debtor cannot withdraw the
Consignation ([N] Subsequent Notice) thing or amount deposited unless the creditor
- this is to enable the creditor to withdraw the goods consents thereto. If the creditor authorizes the
or money deposited. debtor to withdraw the same, there is a revival of
the obligation, which has already been extinguished
1259. The expenses of consignation, when properly by the consignation, and the relationship of debtor
made, shall be charged against the creditor. (1179) and creditor is restored to the condition in which it
 The consignation is properly made when: was before the consignation. But third persons,
solidary co-debtors, guarantors and sureties who are
1.) after the thing has been deposited in court, the creditor
benefited by the consignation are not prejudiced by
accepts the consignation without objection and without any
the revival of the obligation between the debtor and
reservation of his right to contest it because of failure to
the creditor
comply with any of the requisites for consignation; and
2.) when the creditor objects to the consignation but the
SECTION 2
court, after proper hearing, declares that the consignation has
LOSS OF THE THING DUE
been validly made
1262. An obligation which consists in the delivery of a
*in these cases, the creditor bears the expenses of the
determinate thing shall be extinguished if it should be
consignation
lost or destroyed without the fault of the debtor, and
before he has incurred in delay.
1260. Once the consignation has been duly made, the
When by law or stipulation, the obligor is liable even
debtor may ask the judge to order the cancellation of for fortuitous events, the loss of the thing does not
the obligation. Before the creditor has accepted the extinguish the obligation and he shall be responsible
consignation, or before a judicial declaration that the for damages. The same rule applies when the nature of
consignation has been properly made, the debtor may the obligation requires the assumption of risk.
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REVIEWER
Requisites:
1263: In an obligation to deliver a generic thing, the 1. event or change in the circumstances could have
loss or destruction of anything of the same kind does been foreseen of the time of the execution contract
not extinguish the obligation. (n) 2. it makes the performance of the contract extremely
difficult but not impossible
1264. The courts shall determine whether, under the 3. the event must not be due to the act of any of the
circumstances, the partial loss of the object of the parties
obligation is so important as to extinguish the 4. the contract is for a future prestation. If the
obligation. (n) contract is of immediate fulfillment, the gross
inequality of the reciprocal prestations may be
1265. Whenever the thing is lost in the possession of involve desion or want of cause.
the debtor, it shall be presumed that the loss was due
to his fault, unless there is proof to the contrary, and 1268. When the debt of a thing certain and determinate
without prejudice to the provisions of article 1165. This proceeds from a criminal offense, the debtor shall not
presumption does not apply in case of earthquake, be exempted from the payment of its price, whatever
flood, storm, or other natural calamity. (1183a) may be the cause for the loss, unless the thing having
been offered by him to the person who should receive
 3rd paragraph of Art. 1165: whe the obligor delays, it, the latter refused without justification to accept it.
or has promised to deliver the same thing to two or (1185)
more persons who do not have the same interest, he
shall be liable for any fortuitious event until he has Example: X hit Y; Y claim damages for X and X run after the
effected the delivery insurance. The insurance is not the 3rd party
 Hence, in cases where Art. 1165, par. 3 is applicable,
even if the debtor can prove that the loss of the 1269. The obligation having been extinguished by the
thing in his possession was not through his fault or loss of the thing, the creditor shall have all the rights of
that it was through a fortuitous event, he shall still action which the debtor may have against third persons
be liable to the creditor for damages. by reason of the loss. (1186)
1266. The debtor in obligations to do shall also be NOTE:

released when the prestation becomes legally or * There is no such thing as loss of a generic thing
physically impossible without the fault of the obligor.
(1184a) 1270. Condonation or remission is essentially
gratuitous, and requires the acceptance by the obligor.
LEGAL IMPOSSIBILITY : may either be - It may be made expressly or impliedly.
1. direct (when the law prohibits the performance or One and the other kind shall be subject to the rules
execution of the work agreed upon, i.e. when it is which govern inofficious donations. Express
immoral or dangerous) condonation shall, furthermore, comply with the forms
2. indirect (the law imposes duties of a superior of donation. (1187)
character upon the obligor which are incompatible
with the work agreed upon, although the latter may 1271. The delivery of a private document evidencing a
be perfectly licit, as where the obligor is drafted for credit, made voluntarily by the creditor to the debtor,
military service or for a civil function) implies the renunciation of the action which the former
had against the latter.
PHYSICAL IMPOSSIBILTY : examples – death of the debtor; If in order to nullify this waiver it should be claimed to
when there is an accident... be inofficious, the debtor and his heirs may uphold it by
proving that the delivery of the document was made in
1267. When the service has become so difficult as to be
virtue of payment of the debt. (1188)
manifestly beyond the contemplation of the parties, the
obligor may also be released therefrom, in whole or in
1272. Whenever the private document in which the
part. (n)
debt appears is found in the possession of the debtor, it
shall be presumed that the creditor delivered it
DOCTRINE OF UNFORESEEN EVENT
voluntarily, unless the contrary is proved. (1189)
(rebus sic stantibus)
It refers to obligation "to do" (personal obligation)
Parties are presumed to have the risk 1273. The renunciation of the principal debt shall
It does not apply aleatory contracts (insurance contract) extinguish the accessory obligations; but the waiver of
Excluded highly speculative business (stock exchange) the latter shall leave the former in force. (1190)
Monatory obligations are excluded (governed by 1357)
1274. It is presumed that the accessory obligation of
pledge has been remitted when the thing pledged, after
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REVIEWER
its delivery to the creditor, is found in the possession of  As to their effects

the debtor, or of a third person who owns the thing.  compensation may be total (when
(1191a)
the two obligations are of the same
amount); or
SECTION 4
CONFUSION OR MERGER OF RIGHTS  partial (when the amounts are not
equal).
1275. The obligation is extinguished from the time the  As to origin
characters of creditor and debtor are merged in the 1. it may be legal;
same person. (1192a) 2. facultative;
 Merger or confusion is the meeting in one person of 3. conventional;
the qualities of creator and debtor with respect to 4. or judicial.
the same obligation. It erases the plurality of ■ It is legal when it takes place by operation
subjects of the obligation. Further, the purposes for of law because all requisites are present.
which the obligation may have been created are ■ It is facultative when it can be claimed by
considered as fully realized by the merger of the one of the parties, who, however, has the
qualities of debtor and creditor in the same person. right to object to it, such as when one of
the obligations has a period for the benefit
 Requisites of merger or confusion are: of one party alone and who renounces that
(1) It must take place between the creditor and the
period so as to make the obligation due.
principal debtor,
■ It is conventional when the parties agree to
(2) the very same obligation must be involved, for if
compensate their mutual obligations even if
the debtor acquires rights from the creditor, but not
some requisite is lacking.
the particular obligation in question in question there
■ It is judicial when decreed by the court in a
will be no merger,
case where there is a counterclaim.
(3) the confusion must be total or as regards the
entire obligation.
From Dean Pineda:
 The effect of merger is to extinguish the obligation. Compensation Distinguished From Payment. In
compensation, there can be partial extinguishment of the
1276. Merger which takes place in the person of the obligation; in payment, the performance must be completer,
principal debtor or creditor benefits the guarantors. unless waived by the creditor. Payment involves delivery of
Confusion which takes place in the person of any of the action, while compensation (legal compensation) takes place
latter does not extinguish the obligation. (1193) by operation of law without simultaneous delivery.
 The extinguishment of the principal obligation Compensation Distinguished from Merger. In
through confusion releases the guarantor’s because compensation, there are at least two persons who stand as
the obligation of the latter is merely accessory. When principal creditors and debtor of each other, in merger, there
the merger takes place in the person of a guarantor, is only one person involved in whom the characters of creditor
the obligation is not extinguished. and debtor are merged. In merger, there is only one
obligation, while in compensation, there are two obligations
1277. Confusion does not extinguish a joint obligation involved.
except as regards the share corresponding to the
creditor or debtor in whom the two characters concur. 1279. In order that compensation may be proper, it is
(1194) necessary:
(1) That each one of the obligors be bound principally,
SECTION 5 and that he be at the same time a principal creditor of
COMPENSATION the other;
(2) That both debts consist in a sum of money, or if the
1278. Compensation shall take place when two things due are consumable, they be of the same kind,
persons, in their own right, are creditors and debtors of and also of the same quality if the latter has been
each other. (1195) stated;
 Compensation is a mode of extinguishing to the (3) That the two debts be due;
concurrent amount, the obligations of those persons (4) That they be liquidated and demandable;
who in their own right are reciprocally debtors and (5) That over neither of them there be any retention or
creditors of each other. It is the offsetting of two controversy, commenced by third persons and
obligations which are reciprocally extinguished if communicated in due time to the debtor. (1196)
they are of equal value. Or extinguished to the  For compensation to take place, the parties must be
concurrent amount if of different values. mutually debtors and creditors (1) in their own right,
 Kinds of Compensation: and (2) as principals. Where there is no relationship
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REVIEWER
of mutual creditors and debtors, there can be no  Fourth Requisite—That they be liquidated and
compensation. Because the 1st requirement that the demandable. >> A debt is considered ‘liquidated’
parties be mutually debtors and creditors in their when its amount is clearly fixed. Of if it is not yet
own right, there can be no compensation when one specially fixed, a simple mathematical computation
party is occupying a representative capacity, such as will determine its amount or value. It is
a guardian or an administrator. The 2nd requirement ‘unliquidated’ when the amount is not fixed because
is that the parties should be mutually debtors and it is still subject to a dispute or to certain condition.
creditors as principals. This means that there can be It is not enough that the debts be liquidated. It is also
no compensation when one party is a principal essential that the same be demandable. A debt is demandable
creditor in one obligation but is only a surety or if it is not yet barred by prescription and it is not illegal or
guarantor in the other. invalid.
 The things due in both obligations must be fungible,
 Fifth Requisite—That over neither of them there be
or things which can be substituted for each other.
any retention or controversy, commenced by third
 Both debts must be due to permit compensation.
persons and communicated in due time to the
 Demandable means that the debts are enforceable in
debtor. >> A debt of a thing cannot be a subject of
court, there being no apparent defenses inherent in
compensation if the same had been subject of a
them. The obligations must be civil obligations,
garnishment of which the debtor was timely notified.
including those that are purely natural. An obligation
When a credit or property had been properly
is not demandable, therefore, and not subject to
garnished of attached, it cannot be disposed of
compensation, in the following cases: (1) when there
without the approval of the court.
is a period which has not yet arrived, including the
cases when one party is in a state of suspension of
1280. Notwithstanding the provisions of the preceding
payments; (2) when there is a suspensive condition
article, the guarantor may set up compensation as
that has not yet happened; (3) when the obligation
regards what the creditor may owe the principal
cannot be sued upon, as in natural obligation.
debtor. (1197)
 A debt is liquidated when its existence and amount is
 The liability of the guarantor is only subsidiary; it is
determined. Compensation can only take place
accessory to the principal obligation of the debtor. If
between certain and liquidated debts.
the principal debtor has a credit against the creditor,
which can be compensated, it would mean the
From Dean Pineda:
extinguishment of the guaranteed debt, either totally
The five requisites of a legal compensation are
or partially. This extinguishment benefits the
enumerated in the Article. All requisites must be present
guarantor, for he can be held liable only to the same
before compensation can be effectual.
extent as the debtor.
6. First Requisite—That each of the obligators be bound
principally and that he be at the same time a
From Dean Pineda:
principal creditor of the other. >>The parties must
Exception to the Rule On Compensation; Right of
be mutual creditor and debtor of each other and
Guarantor to Invoke Compensation Against Creditor. The
their relationship is a principal one, that is, they are
general rule is that for compensation to operate, the parties
principal debtor and creditor of each other.
must be related reciprocally as principal creditors and debtors
 Second Requisite—That both debts consist in such a of each other. Under the present Article, the guarantor is
sum of money, or if the things due are consumable, allowed to set up compensation against the creditor.
they be of the same kind, and also of the same
quality if the latter has been stated. >>When the 1281. Compensation may be total or partial. When the
debts consist of money, there is not much of a two debts are of the same amount, there is a total
problem when it comes to compensation to the compensation. (n)
concurrent amount. It is a matter of mathematical  Total Compensation—debts are of the same amount.
computation. When the debt consist of things, it is
necessary that the things are consumable which  Partial Compensation—Debts are not of the same
must be understood as ‘fungible’ and therefore amount; operative only up to the concurrent
susceptible of substitution. More than that they must amount.
be of the same kind. If the quality has been states,
the things must be of the same quality. 1282. The parties may agree upon the compensation of
 Third Requisite—That the two debts are due. >> A debts which are not yet due. (n)
debt is ‘due’ when its period of performance has  Voluntary compensation is not limited to obligations
arrived. If it is a subject to a condition, the condition which are not yet due. The parties may compensate
must have already been fulfilled. However, in by agreement any obligations, in which the objective
voluntary compensation, the parties may agree upon requisites provided for legal compensation are not
the compensation of debts which are not yet due. present. It is necessary, however, that the parties
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REVIEWER
should have the capacity to dispose of the credits notified thereof. If the notice of assignment is
which they compensate, because the extinguishment simultaneous to the transfer, he can set up
of the obligations in this case arises from their wills compensation of debts prior to the assignment. If
and not from law. notice was given to him before the assignment, this
takes effect at the time of the assignment; therefore
1283. If one of the parties to a suit over an obligation the same rule applies. If he consents to the
has a claim for damages against the other, the former assignment, he waives compensation even of debts
may set it off by proving his right to said damages and already due, unless he makes a reservation.
the amount thereof. (n)  But if the debtor was notified of the assignment, but
Art. 1284. When one or both debts are rescissible or he did not consent, and the credit assigned to a third
voidable, they may be compensated against each other person matures after that which pertains to the
before they are judicially rescinded or avoided. (n) debtor, the latter may set up compensation when the
 Although a rescissible or voidable debt can be assignee attempts to enforce the assigned credit,
compensated before it is rescinded or annulled, the provided that the credit of the debtor became due
moment it is rescinded or annulled, the decree of before the assignment. But it f the assigned credit
rescission or annulment is retroactive, and the matures earlier than that of the debtor, the assignee
compensation must be considered as cancelled. may immediately enforce it, and the debtor cannot
Recission of annulment requires mutual restitution; set up compensation, because the credit is not yet
the party whose obligation is annulled or rescinded due.
can thus recover to the extent that his credit was  If the debtor did not have knowledge of the
extinguished by the compensation, because to that assignment, he may set up by way of compensation
extent he is deemed to have made a payment. all credits maturing before he is notified thereof.
Hence, if the assignment is concealed, and the
1285. The debtor who has consented to the assignment assignor still contracts new obligation in favor of the
of rights made by a creditor in favor of a third person, debtor, such obligation maturing before the latter
cannot set up against the assignee the compensation learns of the assignment will still be allowable by
which would pertain to him against the assignor, way of compensation. The assignee in such case
unless the assignor was notified by the debtor at the would have a personal action against the assignor.
time he gave his consent, that he reserved his right to
the compensation. 1286. Compensation takes place by operation of law,
If the creditor communicated the cession to him but the even though the debts may be payable at different
debtor did not consent thereto, the latter may set up places, but there shall be an indemnity for expenses of
the compensation of debts previous to the cession, but exchange or transportation to the place of payment.
not of subsequent ones. (1199a)
If the assignment is made without the knowledge of  This article applies to legal compensation and not to
the debtor, he may set up the compensation of all voluntary compensation.
credits prior to the same and also later ones until he
had knowledge of the assignment. (1198a) 1287. Compensation shall not be proper when one of
 Assignment after Compensation. When compensation the debts arises from a depositum or from the
has already taken place before the assignment, obligations of a depositary or of a bailee in
inasmuch as it takes place ipso jure, there has commodatum.
already been an extinguishment of one of the other Neither can compensation be set up against a creditor
of the obligations. A subsequent assignment of an who has a claim for support due by gratuitous title,
extinguished obligation cannot produce any effect without prejudice to the provisions of paragraph 2 of
against the debtor. The only exception to this rule is Article 301. (1200a)
when the debtor consents to the assignment of the E. The prohibition of compensation when one of the
credit; his consent constitutes a waiver of the debts arises from a depositum (a contract by virtue
compensation, unless at the time he gives consent, of which a person [depositary] receives personal
he informs the assignor that he reserved his right to property belonging to another [depositor], with the
the compensation. obligation of safely keeping it and returning the
 Assignment before compensation. The assignment same) or commodatum (a gratuitous contract by
may be made before compensation has taken place, virtue of which one of the parties delivers to the
either because at the time of assignment one of the other a non-consumable personal property so that
debts is not yet due or liquidated, or because of the latter may use it for a certain time and return it)
some other cause which impedes the compensation. is based on justice. A deposit of commodatum is
As far as the debtor is concerned, the assignment given on the basis of confidence in the depositary of
does not take effect except from the time he is the borrower. It is therefore, a matter of morality,
the depositary or borrower performs his obligation.
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 With respect to future support, to allow its contracted or afterwards. Compensation rests upon a
extinguishment by compensation would defeat its potestative right, and a unilateral decision of the
exemption from attachment and execution. , and debtor would be sufficient renunciation.
may expose the recipient to misery and starvation. Compensation can be renounced expressly of
Common humanity and public policy forbid this impliedly.
consequence. Support under this provision should be  No Compensation. Even when all the requisites for
understood, not only referring to legal support, to compensation occur, the compensation may not take
include all rights which have for their purpose the place in the following cases: (1) When there is
subsistence of the debtor, such as pensions and renunciation of the effects of compensation by a
gratuities. party; and (2) when the law prohibits compensation.
(Unless otherwise indicated, commentaries are sourced from
1288. Neither shall there be compensation if one of the the Civil Code book IV by Tolentino).
debts consists in civil liability arising from a penal
offense. (n) SECTION 6
 If one of the debts consists in civil liability arising NOVATION
from a penal offense, compensation would be HOW OBLIGATIONS ARE MODIFIED
improper and inadvisable because the satisfaction of
such obligation is imperative. 1291. Obligations may be modified by:
 The person who has the civil liability arising from (1) Changing their object or principal condition
crime is the only party who cannot set up the (2) Substituting the person of the debtor
compensation; but the offended party entitled to the (3) Subrogating a third person in the rights of a
indemnity can set up his claim in compensation of creditor
his debt.  Novation is the extinguishment of an obligation by a
Art. 1289. If a person should have against him several substitution or change of the obligation by a
debts which are susceptible of compensation, the rules subsequent one which extinguishes or modifies the
on the application of payments shall apply to the order first either by:
of the compensation. (1201) changing the object or principal conditions
 It can happen that a debtor may have several debts by substituting the person of the debtor
to a creditor. And vice versa. Under these subrogating a third person in the rights of the creditor
circumstances, Articles 1252 to 1254 shall apply.  Novation is a juridical act of dual function. At the
time it extinguishes an obligation it creates a new
1290. When all the requisites mentioned in Article 1279 one in lieu of the old
are present, compensation takes effect by operation of  Classification of Novation
law, and extinguishes both debts to the concurrent  as to nature
amount, even though the creditors and debtors are not 1. Subjective or personal – either
aware of the compensation. passive or active. Passive if there is
 Legal compensation takes place from the moment substitution of the debtor. Active if
that the requisites of the articles 1278 and 1270 co- a third person is subrogated in the
exist; its effects arise on the very day which all its rights of the creditor.
requisites concur. 2. Objective or real – substitution of
 Voluntary of conventional compensation takes effect the object with another or
upon the agreement of the parties. changing the principal conditions
3. Mixed – Combination of subjective
 Facultative compensation takes place when the
and objective
creditor declares his option to set it up.
 Judicial compensation takes place upon final  as to form
judgment.  Express – parties declare that the old obligation is
substituted by the new
 Effects of Compensation:
(1) Both debts are extinguished to the concurrent amount;  Implied – an incompatibility exists between the old
(2) interests stop accruing on the extinguished obligation of and the new obligation that cannot stand together
the part extinguished;  as to effect
(3) the period of prescription stops with respect to the 2. Partial – when there is only a modification or change
obligation or part extinguished; in some principal conditions of the obligation
(4) all accessory obligations of the principal obligation which 1. Total – when the old obligation is completely
has been extinguished are also extinguished. extinguished
 Renunciation of Compensation. Compensation can be  Requisites of Novation:
renounces, either at the time an obligation is  A previous valid obligation
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REVIEWER
 Agreement of all parties 1. Essential elements – without which there is no contract;

 Extinguishment of the old contract – may be express they are a) consent, b) subject matter and c) cause
of implied 2. Natural elements – exist as part of the contract even if the
 Validity of the new one parties do not provide for them, because the law, as
TITLE II. suppletory to the contract, creates them
CONTRACTS 3. Accidental elements – those which are agreed by the
parties and which cannot exist without stipulated
CHAPTER 1
GENERAL PROVISIONS * Stages of a Contract:
4. 3 stages:
GENERAL PROVISIONS 1. Preparation, conception, or generation – period of
negotiation and bargaining, ending at the moment of
Art. 1305. A contract is a meeting of the minds agreement of the parties
between two persons whereby one binds himself, with 2. Perfection or birth of the contract – the moment when the
respect to the other to give something or to render parties come to agree on the terms of the contract
some service. 3. Consummation or death – the fulfillment or performance of
* relate to Art. 1159 of CC the terms agreed upon in any contract
* Definition:
4. Sanchez Roman – a juridical convention manifested 1306. The contracting parties may establish such
in legal form, by virtue of which one or more persons bind stipulations, clauses, terms & conditions as they may
themselves in favor of another or others, or reciprocally, to deem convenient, provided they are not contrary to
the fulfillment of a prestation to give, to do or not to do. law, morals, good customs, public order, or public
* Other Terms: policy.
c) Perfect promise – distinguished from a contract, in that the  This article embodies the principle of autonomy of
latter establishes and determines the obligations arising contracts
therefrom; while the former tends only to assure and pave * Freedom to contract:
the way for the celebration of a contract in the future. 7. Any person has the liberty to enter into a contract so
d) Imperfect Promise – mere unaccepted offer long as they are not contrary to law, morals, good customs,
e) Pact – a special part of the contract, sometimes incidental public order or public policy.
and separable for the principal agreement 8. The legislature, under the constitution, is prohibited
f) Stipulation – similar to a pact; when the contract is an from enacting laws to prescribe the terms of a legal contract.
instrument, it refers to the essential and dispositive part, as * Validity of Stipulations:
distinguished from the exposition of the facts and antecedents 3. Any and all stipulations not contrary to law, morals,
upon which it is based. good customs, public order or public policy is valid
* Number of Parties: * Trust Receipts:
 The Code states “two persons”; what is meant actually is 5. Trust receipts, as contracts, in a certain manner
“two parties”. For a contract to exist, there must be two partake of the nature of a conditional sale as provided by the
parties. Chatter Mortgage Law, that is, the importer becomes the
 A party can be one or more persons. absolute owner of the imported merchandise as soon as he
* Husband & Wife: had paid its price.
c. Husbands and wives cannot sell to each other as a protection * Other Stipulations:
of the conjugal partnership. (3) Other valid stipulations: Venue of Action, Escalation clauses,
d. They can however enter into a contract of agency. & Limitation of carrier’s liability
* Auto-contracts: * Compromises:
4. It means one person contracts himself. 3. Compromises create reciprocal concessions so that
5. As a general rule, it is accepted in our law. The parties avoid litigation.
existence of a contract does not depend on the number of 4. The Court must approve it and once approved, the
persons but on the number of parties. parties are enjoined to comply strictly and in good faith with
6. There is no general prohibition against auto- the agreement.
contracts; hence, it should be held valid. * Juridical Qualification:
* Contracts of Adhesion: 4. Juridical Qualification is different from validity. It is
5) Contracts prepared by another, containing provisions the law that determines juridical qualification.
that he desires, and asks the other party to agree to them if 5. The contract is to be judged by its character and
he wants to enter into a contract. courts will look into the substance and nor to the mere from
Example: transportation tickets of the transaction.
f. It is valid contract according to Tolentino because the other * Limitations on Stipulation:
party can reject it entirely. 3. An act or a contract is illegal per se is on that by
* Characteristics of Contracts: universally recognized standards us inherently or by its
4. 3 elements: nature, bad, improper, immoral or contrary to good
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REVIEWER
conscience. most analogous nominate contracts, and by the

* Contrary to law: customs of the place.
3. Freedom of contract is restricted by law for the good
of the public. INNOMINATE CONTRACTS – those which lack individuality and
4. It is fundamental postulate that however broad the are not regulated by special provisions of law.
freedom of the contracting parties may be, it does not go so
far as to countenance disrespect for or failure to observe a * Innominate Contracts:
legal prescription. The Statute takes precedence. do ut des (I give that you may give) – An agreement in which
Examples: A will give one thing to B, so that B will give another thing to
3. A promissory note which represents a gambling debt A.
is unenforceable in the hands of the assignee. do ut facias (I give that you may do) – An agreement under
4. Stipulations to pay usurious interests are void. which A will give something to B, so that B may do something
5. A contract between to public service companies to for A.
divide the territory is void because it impairs the control of facio ut facias (I do that you may do) – An agreement under
the Public Service Commission. which A does something for B, so that B may render some
6. Agreement to declare valid a law or ordinance is other service for A.
void. facio ut des (I do that you may give) – An agreement under
* Contrary to Morals: which A does something for B, so that B may give something
d) Morals mean good customs or those generally accepted to A.
principles of morality which have received some kind of social * Analogous contracts:
and practical confirmation. 3) Innominate contracts, in the absence of stipulations and
Examples: specific provisions of law on the matter, are to be governed
d. a promise to marry or nor to marry, to secure legal by rules applicable to the most analogous contracts.
separation, or to adopt a child
e. a promise to change citizenship, profession, religion or Art. 1308. The contract must bind both contracting
domicile parties; its validity or compliance cannot be left to the
f. a promise not to hold public office or which limits the will of one of them.
performance of official duties
g. a promise to enter a particular political party or separate * Principle of Mutuality of Contract:
from it 3. The binding effect of contract on both parties is
h. contracts which limit in an excessive manner the personal based on the principles:
or economic freedom of a person  that obligations arising from contracts have the
i. to make an act dependent on money or some pecuniary force of law between the contracting parties
value, when it is of such a nature that it should not depend  that there must be mutuality between the
thereon; payment to kill another. parties based on their essential equality, to which is
* Contrary to Public Order: repugnant to have one party bound by the contract leaving
4. Public order means the public weal or public the other free therefrom.
policy. It represents the public, social, and legal interest in A contract containing a condition which makes its fulfillment
private law that which is permanent and essential in dependent exclusively upon the uncontrolled will of one of the
institutions, which, even if favoring some individual to whom contracting parties is void.
the right pertains, cannot be left to his own will. * Unilateral Cancellation:
5. A contract is said to be against public order if the Just as nobody can be forced to enter into a contract, in the
court finds that the contract as to the consideration or the same manner once a contract is entered into, no party can
thing to be done, contravenes some established interest of renounce it unilaterally or without the consent of the other.
society, or is inconsistent with sound policy and good morals, Nobody is allowed to enter into a contract, and while the
or tends clearly to undermine the security of individual rights. contract is in effect, leaves, denounces or disavows the
Examples: contract to the prejudice of the other.
(d) Common carrier cannot stipulate for exemption for liability * When Stipulated:
unless such exemption is justifiable and reasonable and the F. However, when the contract so stipulates that one
contract is freely and fairly made. may terminate the contract upon a reasonable period is valid.
(e) Payment to intermediaries in securing import licenses or G. Judicial action for the rescission of the contract is no
quota allocations. longer necessary when the contract so stipulates that it may
(f) Contract of scholarship stipulating that the student must be revoked and cancelled for the violation of any of its terms
remain in the same school and that he waives his right to and conditions. This right of rescission may be waived.
transfer to another school without refunding the school * Express Agreement:
The article reflects a negative form of rescission as valid.
Art. 1307. Innominate contracts shall be regulated by Negative Form of Rescission – a case which is frequent in certain
the stipulations of the parties, by the provisions of contracts, for in such case neither is the article violated, nor
Titles I & II of this Book, by the rules governing the is there any lack of equality of the persons contracting; such
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REVIEWER
as cancellation of a contract due to default or non-payment or and thus diminish the available security for the claims of
failure to do service. creditors. (article 1313)
3. In some cases as in composition in insolvency
Art. 1309. The determination of the performance may
and in suspension of payments, certain agreements are made
be left to a third person, whose decision shall not be
binding by law on creditors who may not have agreed thereto.
binding until it has been made known to both
* Enforcement of contract:
contracting parties.
d) Only a party to the contract can maintain an action to enforce
 Exception to Art. 1308 (Mutuality of Contract)
the obligations arising under said contract.
 A third person may be called upon to decide whether * Annulment of contracts:
or not performance has been done for the fulfillment of the 7. A third person cannot ask for a contract’s annulment
contract. Such decision becomes binding when the contracting because he is not party to it.
parties have been informed of it. 8. Exception: when it is prejudicial to his rights, the
third person may ask for its rescission.
Art. 1310. The determination shall be obligatory if it is * Contracts bind heirs:
evidently inequitable. In such case, the courts shall  General rule: rights and obligations under a contract are
decide what is equitable under the circumstances. transmissible to heirs.
 Exception to Art. 1308 (Mutuality of Contract)  Heirs are not third persons because there is privity of
11. However, when the decision cannot be arrived due to interest between them and their predecessor.
inequity, the courts shall decide what is equitable for the * Intransmissible Contracts:
parties involved. 4. Exceptions:
Art 1311. Contracts take effect only between the 1. contracts of purely personal in nature –
parties, their assigns and heirs, except in case where partnership and agency
the rights and obligations arising from the contracts 2. contracts for payment of money debts are
are not transmissible by their nature, or by stipulation charged not to the heirs but to the estate of the decedent
or by provision of law. The heir is not liable beyond the * Stipulations for Third Parties:
value of the property he received from the decedent. (3) Second paragraph creates an exception to the first.
If a contract should contain some stipulation in (4) When there is such stipulation pour autrui, it can be enforced.
favor of a third person, he may demand its fulfillment (5) 2 Divisions:
provided he communicated his acceptance to the 1. those where the stipulation is intended for the
obligor before its revocation. A mere incidental benefit sole benefit of such third person
or interest of a person is not sufficient. The contracting 2. those where an obligation is due from the
parties must have clearly and deliberately conferred a promisee to the third person and the former seeks to
favor upon a third person. discharge it by means of such stipulation
 1st paragraph of this article embodies the principle of * Requisites of Article:
relativity of contract (d) To apply the second paragraph, the following are necessary:
1. stipulation in favor of a third persons
 Four exceptional instances where a contract may produce 2. stipulation in favor of a third persons should be
effect on third persons: Art. 1311-1314 a part, not the whole, of the contract
3. clear and deliberate conferment of favor upon a
* Parties bound by contract: third person by the contracting parties and not a mere
3. Generally, only the parties that agreed on the incidental benefit or interest
contracts are bound by the contract. 4. stipulation should not be conditioned or
4. Transmission is possible to the heirs or assignees if compensated by any kind of obligation whatever
so stipulated and in certain contracts.
* Third persons not bound:
5. that the third person must have communicated
4. It is s general rule that third parties are not bound by the acts his acceptance to the obligor before its revocation
of another. 6. neither of the contracting parties bears the legal
5. A contract cannot be binding upon and cannot be enforced representation or authorization of the third party
against one who is not a party to it, even if he has knowledge * Beneficiaries:
of such contract and has acted with knowledge thereof. 4. A stipulation may validly be made in favor of
6. Important Latin maxim: Res inter alio acta aliis necque nocet indeterminate persons, provided that they can be determined
prodest. in some manner at the time when the prestation from the
* Third persons affected: stipulation has to be performed.
c) There are exceptions to the rule. They are: * Test of Beneficial Stipulation:
4. To constitute a valid stipulation pour autrui, it must
1. A contract creating a real right affects third be the purpose and intent of the stipulating parties to benefit
persons who may have some right over the thing. (article the third person, and it is not sufficient that the third person
1312) may be incidentally benefited by the stipulation.
2. A contract may reduce the properties of a debtor 5. Test of Beneficial Stipulation: intention of the parties
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REVIEWER
as disclosed by their contract.  If a third person induced a party to violate his side of
6. To apply this, it matters not whether the stipulation the contract, the other party may sue the third person for
is in the nature of a gift or whether there is an obligation damages.
owing from the promisee to the third person.  Requisites:
* Acceptance of Third Party:  the existence of a valid contract
5. Stipulation pour autrui has no binding effect unless it  knowledge by the third person of the existence of a
is accepted by the third party. contract
6. Acceptance is optional to the third person: he is not  interference by the third person in the contractual
obliged to accept it. relation without legal justification
7. It may be in any form, express or implied, written or
oral Jurisprudential basis: Manila Railroad Co. vs. Compañia
8. There is no time limit to acceptance until the Transatlantica
stipulation is revoked before the third person’s acceptance. 1. ...the process must be accomplished by
* Rights of Parties: distinguishing clearly between the right of action arising from
c. The original parties, before acceptance of the third the improper interference with the contract by a stranger
persons, still have the right to revoke or modify the contract. thereto, considered as an independent act generative of civil
* Dependence on Contract: liability, and the right of action ex contractu against a party to
(e) Right of the third person emanates from the contract; the contract resulting form the breach thereof.
defenses are also available against the contract. * Extent of Liability:
(f) If after the third person has accepted the stipulation and the (3) The extent of liability of a third person interfering is limited to
parties failed to perform or defaulted, he can sue wither for the damage that the other party incurred.
specific performance or resolution, with indemnity for (4) Liability is solidary, the offending party and the third person,
damages, as authorized by article 1191. because in so far as the third person is concerned, he
* Who may revoke: commits a tortious act or a quasi-delict, for which solidary
(b) General Rule: it pertains to the other contracting party or responsibility arises.
promisee, who may exercise it without the consent of the
promisor. But it may be agreed that the revocation should Art 1315. Contracts are perfected by mere consent, and
have the consent of the promisor. from that moment the parties are bound not only to the
(c) The right of revocation cannot be exercised by the heirs or fulfillment of what has been expressly stipulated but
assignees of the promisee; they might not want to honor the also to all the consequences which, according to their
decedent’s promise. nature, may be in keeping with good faith, usage and
* Collective contracts: law.
(c) Definition: contracts where the law authorizes the will of the * embodies the Principle of Consensuality:
majority to bind a minority to an agreement notwithstanding 4. Perfection of a contract, in general: the moment
the opposition of the latter, when all have a common interest from which it exists; the juridical tie between the parties
in the juridical act. arises from that time.
5. Perfection of Consensual Contracts: the mere
Art 1312. In contracts creating real rights, third consent which is the meeting of the minds of the parties upon
persons who come into possession of the object of the the terms of the contract
contract are bound thereby, subject to the provisions of 1. consent may not be expressly given.
the Mortgage Law and the Land Registration laws. * Binding Effect of Consensual Contracts:
* Real Rights in Property 2. The binding force of such contracts are not limited to
 A real right directly affects property subject to it; what is expressly stipulated, but extends to all consequences
hence, whoever is in possession of such property must which are the natural effect of the contract, considering its
respect that real right. true purpose, the stipulations it contains, and the object
involved.
Art 1313. Creditors are protected in cases of contracts
intended to defraud them. Art 1316. Real contracts, such as deposit, pledge or
* Contracts in Fraud of Creditors commodatum, are not perfected until the delivery of
 When a debtor enters into a contract in fraud of his the object of the obligation.
creditors, such as when he alienated property gratuitously  Exception to Art. 1315 or Principle of Consensuality
without leaving enough for his creditors (article 1387), the
creditor may ask for its rescission. * Perfection of real contracts:
Real contract is not perfect by mere consent. The delivery of
Art 1314. Any third person who induces another to the thing is required.
violate his contract shall be liable for damages to the Delivery is demanded, neither arbitrary nor formalistic.
other contracting party.
* see Arts. 1177 and 1380 Art 1317. No one may contract in the name of another
* Interference of Third Persons: without being authorized by the latter, or unless he has
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REVIEWER
by law a right to represent him.  EXTRAORDINARY = peculiar to a

A contract entered into in the name of another by specific contract (e.g. price in a contract of sale)
one who has no authority or legal representation, or ■ NATURAL = derived from the nature of the
who has acted beyond his powers, shall be contract, and as a consequence, ordinarily accompany the
unenforceable, unless it is ratified, expressly or same, although they can be excluded by the contracting
impliedly, by the person on whose behalf it has been parties if they so desire
executed, before it is revoked by the other contracting ■ ACCIDENTAL = those which exist only when
party. the contracting parties expressly provide for them for the
* Ratification necessary: purpose of limiting or modifying the normal effects of the
 A contract entered into in behalf of another who has not contract.
authorized it is not valid or binding on him unless he ratifies
the transaction.  In descending order, the law imposes the essential
 When ratified, he is estopped to question the legality of elements, presumes the natural and authorizes the
the transaction. accidental.
 Kinds of ratification:  Conversely, the will of the contracting parties
1. express conforms to the first, accepts or repudiates the second and
2. implied establishes the third.
 The ratification has a retroactive effect from the
moment of its celebration, not from its ratification. SECTION 1
 Before ratification, the contract is in a state of
suspense; its effectivity depends on its ratification. The other CONSENT
party must not do anything prior to ratification that shall
prejudice the rights of the other party. Art. 1319. Consent is manifested by the meeting of the
 When not ratified, the person who entered into a offer and the acceptance upon the thing and the cause
contract in behalf of another without authority becomes liable which are to constitute the contract. The offer must be
to the other party, if he did not inform the latter that he does certain and the acceptance absolute. A qualified
not have any representation or authority. acceptance constitutes a counter-offer.
 When such deficiency or lack of authority has been Acceptance made by letter or telegram does not bind
relayed to the other, he cannot claim for damages against he the offerer except from the time it came to his
person without authority. knowledge. The contract, in such a case, is presumed to
have been entered into in the place where the offer
CHAPTER 2 was made. (1262a)
 CONSENT (cum sentire) : agreement of wills.
ESSENTIAL REQUISITES OF CONTRACTS  CONSENT (as applied to contracts) : concurrence of
the wills of the contracting parties with respect to the object
GENERAL PROVISIONS and the cause which shall constitute the contract
 Requisites:
Art. 1318. There is no contract unless the following  consent must be manifested by the concurrence
requisites concur: of the offer and the acceptance (Arts. 1319-1326);
(1) Consent of the contracting parties;  contracting parties must possess the necessary
(2) Object certain which is the subject matter of the legal capacity (Arts. 1327-1329); and
contract;  consent must be intelligent, free, spontaneous
(3) Cause of the obligation which is established. (1261) and real (Arts. 1330-1346)
 There must be at least 2 parties to every contract.  Forms: Consent may either be express or implied.
The number of parties, however, should not be confused with There is also a presumptive consent, which is the basis of
the number of persons. quasi-contracts.
 A single person can represent 2 parties, and one  Manifestation: Consent is manifested by the
party can be composed of 2 or more persons. concurrence of offer and acceptance with respect to the
 Consent presupposes capacity. There is no effective object and the cause of the contract. Once there is such a
consent in law without the capacity to give such consent. manifestation, the period or stage of negotiation is
 REQUISITES of CONTRACT IN GENERAL: terminated. If consensual, the contract is perfected.
- may either be =  A unilateral proposition must be definite
■ ESSENTIAL= without which there would be (distinguished from mere communications), complete (stating
no contract; the essential and non-essential conditions desired by the
 COMMON = present in all contracts offeror), and intentional (serious) when accepted by another
= Consent, object and cause [COC] party for such proposition to form a valid contract.
 SPECIAL =present only in certain  According to Tolentino, however, a unilateral promise
contracts (e.g. delivery in real contracts or form in solemn is not recognized by our Code as having obligatory force. To
ones) be so, there must be an acceptance that shall convert it into a
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REVIEWER
contract. 3. The offer with a period lapses upon the termination of the
 Mental reservation—when a party makes a period. Thus the acceptance, to become effective, must be
declaration but secretly does not desire the effects of such known to the offeror before the period lapses.
declaration. The mental reservation of the offeror, unknown
to the other, cannot affect the validity of the offer. Art. 1322. An offer made through an agent is accepted
 Complex offers: In cases where a single offer from the time acceptance is communicated to him. (n)
involves two or more contracts, the perfection where there is  An intermediary who has no power to bind either the
only partial acceptance will depend upon the relation of the offeror or the offeree is not an agent; his situation is similar
contracts between themselves, whether due to their nature, to that of a letter carrier.
or due to the intent of the offeror.
 Simultaneous offers: As a rule, the offer and the Art. 1323. An offer becomes ineffective upon the death,
acceptance must be successive in order that a contract may civil interdiction, insanity, or insolvency of either party
arise. When there are crossed offers, however, no contract is before acceptance is conveyed. (n)
formed unless one of the parties accepts the offer received by  The disappearance of either party or his loss of
him. capacity before perfection prevents the contractual tie from
 Acceptance must not qualify the terms of the offer to being formed.
produce a contract. It should be unequivocal,
 Successive agreements: If the intention of one or Art. 1324. When the offerer has allowed the offeree a
both parties is that there be concurrence on all points, the certain period to accept, the offer may be withdrawn at
contract is not perfected if there is a point of disagreement— any time before acceptance by communicating such
even if there is already agreement on the essential elements withdrawal, except when the option is founded upon a
of the contract. consideration, as something paid or promised. (n)
 Meanwhile, if there is no declaration that agreement c) It is not the moment of sending but the time of receipt of the
on an accessory or subordinate matter is necessary, the revocation or acceptance which is controlling.
contract will be perfected as soon as there is concurrence on d) The delay in transmission is at the risk of the sender, because
the object and the cause. he is the one who selects the time and the manner of making
 Intermediary: If he carries the offer and the the transmission.
acceptance in written form, the rule applicable to acceptance e) Contract of Option: This is a preparatory contract in which
by letter will apply (see illustration below). If carries the offer one party grants to the other, for a fixed period and under
verbally, and the acceptance is also verbal, the perfection of specified conditions, the power to decide whether or not to
the contract will be at the moment he makes the acceptance enter into a principal contract. It must be supported by an
known to the offeror. independent consideration, and the grant must be exclusive.
 By correspondence: When the offer to buy was
written or prepared in Tokyo, and the acceptance thereof in Art. 1325. Unless it appears otherwise, business
Manila was sent by the offeree by airmail to and received by advertisements of things for sale are not definite
the offeror in Tokyo, the contract is presumed to have been offers, but mere invitations to make an offer. (n)
entered into in Tokyo.  Sales advertisements: A business advertisement of
 Effect of silence: Modern jurists require the following things for sale may or may not constitute a definite offer. It is
in order that silence may produce the effect of tacit not a definite offer when the object is not determinate.
acceptance—1) that there is a duty or the possibility to  When the advertisement does not have the
express oneself; 2) that the manifestation of the will cannot necessary specification of essential elements of the future
be interpreted in any other way; 3) that there is a clear contract, it cannot constitute of an offer. The advertiser is
identity in the effect of the silence and the undisclosed will. free to reject any offer that may be made.
 The general rule, however, is that silence is
ambiguous and does not authorize any definite conclusion. Art. 1326. Advertisements for bidders are simply
Circumstances will have to be taken into consideration. invitations to make proposals, and the advertiser is not
 Withdrawal of offer: Both the offer and the bound to accept the highest or lowest bidder, unless
acceptance can be revoked before the contract is perfected. the contrary appears. (n)
d) In judicial sales, however, the highest bid must necessarily be
Art. 1320. An acceptance may be express or implied. accepted.
(n)
 Implied acceptance may arise from acts or facts Art. 1327. The following cannot give consent to a
which reveal the intent to accept, such as the consumption of contract:
the things sent to the offeree, or the fact of immediately (1) Unemancipated minors;
carrying out of the contract offered. (2) Insane or demented persons, and deaf-mutes who
do not know how to write. (1263a)
Art. 1321. The person making the offer may fix the  Unemancipated minors cannot enter into valid
time, place, and manner of acceptance, all of which contracts, and contracts entered into by them are not binding
must be complied with. (n) upon them, unless upon reaching majority they ratify the
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REVIEWER
same. A simple mistake of account shall give rise to its

 Insane persons: It is not necessary that there be a correction. (1266a)
previous of declaration of mental incapacity in order that a  Ignorance and error are 2 different states of mind.
contract entered into by a mentally defective person may be Ignorance means the complete absence of any notion about a
annulled; it is enough that the insanity existed at the time the particular matter, while error or mistake means a wrong or
contract was made. false notion about such matter.
 Being deaf-mute is not by itself alone a  Annulment of contract on the ground of error is
disqualification for giving consent. The law refers to the deaf- limited to cases in which it may reasonably be said that
mute who does not know how to write. without such error the consent would not have been given.
 An error as to the person will invalidate consent
Art. 1328. Contracts entered into during a lucid interval when the consideration of the person has been the principal
are valid. Contracts agreed to in a state of drunkenness cause of the same.
or during a hypnotic spell are voidable. (n)  Mistake as to qualifications, even when there is no
 The use of intoxicants does not necessarily mean a error as to person, is a cause vitiating consent, if such
complete loss of understanding. The same may be said of qualifications have been the principal cause of the contract.
drugs. But a person, under the influence of superabundance  A mistake as to the motive of a party does not affect
of alcoholic drinks or excessive use of drugs, may have no the contract; to give it such effect would destroy the stability
capacity to contract. of contractual relations. When the motive has, however, been
 In hypnotism and somnambulism, the utter want of expressed and was a condition of the consent given,
understanding is a common element. annulment is proper—because an accidental element is, by
f) Art. 1329. The incapacity declared in Article 1327 is the will of the parties, converted into a substantial element.
subject to the modifications determined by law, and is
understood to be without prejudice to special Art. 1332. When one of the parties is unable to read, or
disqualifications established in the laws. (1264) if the contract is in a language not understood by him,
 The Rules of Court provide a list of incompetents and mistake or fraud is alleged, the person enforcing
who need guardianship: persons suffering from the penalty of the contract must show that the terms thereof have
civil interdiction, hospitalized lepers, prodigals, deaf and been fully explained to the former. (n)
dumb who are unable to write and read, those of unsound
mind (even though they have lucid intervals), and persons Art. 1333. There is no mistake if the party alleging it
not being of unsound mind but by reason of age, disease, knew the doubt, contingency or risk affecting the
weak mind, and other similar causes cannot, without outside object of the contract. (n)
aid, take care of themselves and manage their property—  To invalidate consent, the error must be excusable.
becoming an easy prey for deceit and exploitation. It must be a real error and not one that could have been
 Special disqualification: Persons declared insolvent or avoided by the party alleging it. The error must arise from
bankrupt, husband and wife (incapacity to sell property to facts unknown to him.
each other).  A mistake that is caused by manifest negligence
 The incapacity to give consent to contracts renders cannot invalidate a juridical act.
the contract merely voidable, while special disqualification
makes it void. Art. 1334. Mutual error as to the legal effect of an
agreement when the real purpose of the parties is
Art. 1330. A contract where consent is given through frustrated, may vitiate consent. (n)
mistake, violence, intimidation, undue influence, or  Three requisites under this article: 1) the error must
fraud is voidable. (1265a) be as to the legal effect of an agreement; 2) it must be
6. Requisites of consent: 1) It should be intelligent or with mutual; and 3) the real purpose of the parties is frustrated.
an exact notion of the matter to which it refers; 2) It should  The legal effects include the rights and obligations of
be free; and 3) It should be spontaneous. the parties, not as stipulated in the contract, but as provided
7. Defects of the will: intelligence is vitiated by error; by the law. The mistake as to these effects, therefore, means
freedom by violence, intimidation, or undue influence; and an error as to what the law provides should spring as
spontaneity by fraud. consequences from the contract in question.
 An error as to the nature or character is always
Art. 1331. In order that mistake may invalidate essential, and makes the act juridically inexistent.
consent, it should refer to the substance of the thing
which is the object of the contract, or to those Art. 1335. There is violence when in order to wrest
conditions which have principally moved one or both consent, serious or irresistible force is employed.
parties to enter into the contract. There is intimidation when one of the contracting
Mistake as to the identity or qualifications of one of the parties is compelled by a reasonable and well-grounded
parties will vitiate consent only when such identity or fear of an imminent and grave evil upon his person or
qualifications have been the principal cause of the property, or upon the person or property of his spouse,
contract. descendants or ascendants, to give his consent.
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REVIEWER
To determine the degree of intimidation, the age, sex Art. 1338. There is fraud when, through insidious
and condition of the person shall be borne in mind. words or machinations of one of the contracting
A threat to enforce one's claim through competent parties, the other is induced to enter into a contract
authority, if the claim is just or legal, does not vitiate which, without them, he would not have agreed to.
consent. (1267a) (1269)
g. Duress is that degree of constraint or danger either  Fraud is every kind of deception, whether in the form
actually inflicted (violent) or threatened and impending of insidious machinations, manipulations, concealments, or
(intimidation), sufficient to overcome the mind and will of a misrepresentations, for the purpose of leading another party
person of ordinary firmness. into error and thus executing a particular act.
h. Violence refers to physical force or compulsion, while  Fraud produces qualified error; it induces in the
intimidation refers to moral force or compulsion. other party an inexact notion of facts. The will of another is
i. Requisites of violence: 1) That the physical force maliciously misled by means of false appearance of reality.
employed must be irresistible or of such degree that the  “Insidious words or machinations” include false
victim has no other course, under the circumstances, but to promises; exaggeration of hopes or benefits; abuse of
submit; and 2) that such force is the determining cause in confidence; and fictitious names, qualifications, or authority.
giving the consent to the contract.  Kinds of fraud: 1) dolo causante—which determines
j. Requisites of intimidation: 1) that the intimidation or is the essential cause of the consent; 2) dolo incidente—
must be the determining cause of the contract, or must have which does not have such a decisive influence and by itself
caused the consent to be given; 2) that the threatened act be cannot cause the giving of consent, but refers only to some
unjust or unlawful; 3) that the threat be real and serious, particular or accident of the obligation.
there being an evident disproportion between the evil and the  Dolo causante can be a ground for annulment; dolo
resistance which all men can offer; and 4) that it produces a incident cannot be a ground for annulment.
reasonable and well-grounded fear from the fact that the  The result of fraud is error on the part of the victim.
person from whom it comes has the necessary means or  Requisites of fraud: 1) it must have been employed
ability to inflict the threatened injury. by one contracting party upon the other; 2) it must have
induced the other party to enter into the contract; 3) it must
Art. 1336. Violence or intimidation shall annul the have been serious; 4) and it must have resulted in damage or
obligation, although it may have been employed by a injury to the party seeking annulment.
third person who did not take part in the contract.
(1268) Art. 1339. Failure to disclose facts, when there is a duty
Art. 1337. There is undue influence when a person to reveal them, as when the parties are bound by
takes improper advantage of his power over the will of confidential relations, constitutes fraud. (n)
another, depriving the latter of a reasonable freedom of  Silence or concealment, by itself, does not constitute
choice. The following circumstances shall be fraud, unless there is a special duty to disclose certain facts,
considered: the confidential, family, spiritual and other or unless according to good faith and the usages of
relations between the parties, or the fact that the commerce, the communication should be made.
person alleged to have been unduly influenced was  Thus, the innocent non-disclosure of a fact does not
suffering from mental weakness, or was ignorant or in affect the formation of the contract or operate to discharge
financial distress. (n) the parties from their agreement.
 In intimidation, there must be an unlawful or unjust act
which is threatened and which causes consent to be given, Art. 1340. The usual exaggerations in trade, when the
while in undue influence there need not be an unjust or other party had an opportunity to know the facts, are
unlawful act. In both cases, there is moral coercion. not in themselves fraudulent. (n)
 Moral coercion may be effected through threats, c) Tolerated fraud includes minimizing the defects of the thing,
expressed or implied, or through harassing tactics. exaggeration of its good qualities, and giving it qualities that
 Undue influence is any means employed upon a party it does not have. This is lawful misrepresentation known as
which, under the circumstances, he could not well resist, and dolus bonus. This is also called lawful astuteness.
which controlled his volition and induced him to give his d) These misrepresentations are usually encountered in fairs,
consent to the contract—which otherwise he would not have markets, and almost all commercial transactions. They do not
entered into. give rise to an action for damages, either because of their
 A contract of adhesion is one in which one of the parties insignificance or because the stupidity of the victim is the real
imposes a ready-made form of contract, which the other cause of his loss.
party may accept or reject, but which the latter cannot e) The thinking is that where the means of knowledge are at
modify. These are contracts where all the terms are fixed by hand and equally available to both parties, one will not be
one party and the other has merely “to take it or leave it.” heard to say that he has been deceived.
 A contract of adhesion is construed strictly against the
one who drew it. Public policy protects the other party against Art. 1341. A mere expression of an opinion does not
oppressive and onerous conditions. signify fraud, unless made by an expert and the other
party has relied on the former's special knowledge. (n)
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REVIEWER
c. An opinion of an expert is like a statement of fact, and if SECTION 2. - Object of Contracts

false, may be considered a fraud giving rise to annulment.  The object of a contract is its subject matter. It is
the thing, right, or service which is the subject-matter of the
Art. 1342. Misrepresentation by a third person does not obligation arising from the contract.
vitiate consent, unless such misrepresentation has  Requisites: 1) It must be within the commerce of
created substantial mistake and the same is mutual. man; 2) it must be licit, or not contrary to law, morals, good
(n) customs, public policy, or public order; 3) it must be
 The general rule is that the fraud employed by a possible ; and 4) it must be determinate as to its kind.
third person upon one of the parties does not vitiate consent
and cause the nullity of a contract. Art. 1347. All things which are not outside the
 Exception: If one of the parties is in collusion with commerce of men, including future things, may be the
the third person, or knows of the fraud by the third person, object of a contract. All rights which are not
and he is benefited thereby, he may be considered as an intransmissible may also be the object of contracts.
accomplice to the fraud, and the contract becomes voidable. No contract may be entered into upon future
inheritance except in cases expressly authorized by
Art. 1343. Misrepresentation made in good faith is not law.
fraudulent but may constitute error. (n) 3. All services which are not contrary to law,
morals, good customs, public order or public policy may
Art. 1344. In order that fraud may make a contract likewise be the object of a contract. (1271a)
voidable, it should be serious and should not have been  Things which are outside the commerce of man:
employed by both contracting parties. 1. Services which imply an absolute submission by
Incidental fraud only obliges the person employing it to those who render them, sacrificing their liberty, their
pay damages. (1270) independence or beliefs, or disregarding in any manner the
 Fraud is serious when it is sufficient to impress, or to equality and dignity of persons, such as perpetual servitude
lead an ordinarily prudent person into error; that which or slavery;
cannot deceive a prudent person cannot be a ground for 1. Personal rights, such as marital authority, the status
nullity. and capacity of a person, and honorary titles and distinctions;
 Besides being serious, the fraud must be the 2. Public offices, inherent attributes of the public
determining cause of the contract. It must be dolo causante. authority, and political rights of individuals, such as the right
 When both parties use fraud reciprocally, neither one of suffrage;
has an action against the other; the fraud of one 3. Property, while they pertain to the public dominion,
compensates that of the other. Neither party can ask for the such as the roads, plazas, squares, and rivers;
annulment of the contract. 4. Sacred things, common things, like the air and the
sea, and res nullius, as long as they have not been
Art. 1345. Simulation of a contract may be absolute or appropriated.
relative. The former takes place when the parties do  Even future things can be the object of contracts, as
not intend to be bound at all; the latter, when the
long as they have the possibility or potentiality of coming into
parties conceal their true agreement. (n)
existence.
 Simulation is the declaration of a fictitious will,
 The law, however, generally does not allow contracts
deliberately made by agreement of the parties, in order to
on future inheritance. A contract entered into by a
produce, for the purposes of deception, the appearance of a
fideicommissary heir with respect to his eventual rights would
juridical act which does not exist or is different from that
be valid provided that the testator has already died. The right
which was really executed.
of a fideicommissary heir comes from the testator and
not from the fiduciary.
Art. 1346. An absolutely simulated or fictitious contract
Art. 1348. Impossible things or services cannot be the
is void. A relative simulation, when it does not
object of contracts. (1272)
prejudice a third person and is not intended for any
purpose contrary to law, morals, good customs, public  Things are impossible when they are not susceptible
order or public policy binds the parties to their real of existing, or they are outside the commerce of man.
agreement. (n) Personal acts or services impossible when they beyond the
c. In absolute simulation, there is color of a contract, without ordinary strength or power of man.
any substance thereof, the parties not having any intention to  The impossibility must be actual and
be bound. contemporaneous with the making of the contract, and not
d. In relative simulation, the parties have an agreement which subsequent thereto.
they conceal under the guise of another contract. Example: a  The impossibility is absolute or objective when
deed of sale executed to conceal donation. nobody can perform it; it is relative or subjective when due to
e. 2 juridical acts under relative simulation: ostensible act, that the special conditions or qualifications of the debtor it cannot
which the parties pretend to have executed; hidden act, that be performed.
which consists the true agreement between the parties.
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REVIEWER
 The absolute or objective impossibility nullifies the  When the motive of a debtor in alienating property is
contract; the relative or subjective does not. to defraud his creditors, the alienation is rescissible;
Art. 1349. The object of every contract must be 1. When the motive of a person in giving his consent is
determinate as to its kind. The fact that the quantity is to avoid a threatened injury, as in the case of intimidation,
not determinate shall not be an obstacle to the the contract is voidable; and
existence of the contract, provided it is possible to 2. When the motive of a person induced him to act on
determine the same, without the need of a new the basis of fraud or misrepresentation by the other party,
contract between the parties. (1273) the contract is voidable.
Art. 1352. Contracts without cause, or with unlawful
 The thing must have definite limits, not uncertain or
cause, produce no effect whatever. The cause is
arbitrary.
unlawful if it is contrary to law, morals, good customs,
 The quantity of the of the object may be public order or public policy. (1275a)
indeterminate, so long as the right of the creditor is not Art. 1353. The statement of a false cause in contracts
rendered illusory. shall render them void, if it should not be proved that
SECTION 3. - Cause of Contracts they were founded upon another cause which is true
 The cause of the contract is the “why of the and lawful. (1276)
contract,” the immediate and most proximate purpose of the  Where the cause stated in the contract is false, the
contract, the essential reason which impels the contracting latter may nevertheless be sustained by proof of another licit
parties to enter into it and which explains and justifies the cause.
creation of the obligation through such contract. Art. 1354. Although the cause is not stated in the
 The cause as to each party is the undertaking or contract, it is presumed that it exists and is lawful,
prestation to be performed by the other. The object of the unless the debtor proves the contrary. (1277)
contract is the subject matter thereof (e.g., the land which is  Unless the contrary is proved, a contract is
sold in a sales contract). Consideration, meanwhile, is the presumed to have a good and sufficient consideration. This
reason, motive, or inducement by which a man is moved to presumption applies when no cause is stated in the contract.
bind himself by an agreement. Art. 1355. Except in cases specified by law, lesion or
 Requisites: 1) it must exist; 2) it must be true; and inadequacy of cause shall not invalidate a contract,
3) it must be licit. unless there has been fraud, mistake or undue
Art. 1350. In onerous contracts the cause is understood influence. (n)
to be, for each contracting party, the prestation or  In case of lesion or inadequacy of cause, the general
promise of a thing or service by the other; in rule is that the contract is not subject to annulment.
remuneratory ones, the service or benefit which is
 In cases provided by law, however, such as those
remunerated; and in contracts of pure beneficence, the
mentioned in Art 1381, the lesion is a ground for rescission of
mere liberality of the benefactor. (1274)
the contract.
6. In onerous contracts, the cause need not be
adequate or an exact equivalent in point of actual value,  Gross inadequacy naturally suggests fraud and is
especially in dealing with objects which have a rapidly evidence thereof, so that it may be sufficient to show it when
fluctuating price. There are equal considerations. taken in connection with other circumstances.
7. A remuneratory contract is one where a party gives CASES
something to another because of some service or benefit SANCHEZ VS RIGOS
given or rendered by the latter to the former, where such June 14, 1972
service or benefit was not due as a legal obligation. The Nicolas Sanchez and Severina Rigos executed an “Option to
consideration of one is greater than the other’s. Purchase” whereby Rigos “agreed, promised, and committed’
8. A gratuitous contract is essentially an agreement to to sell to Sanchez a parcel of land for P1,510. The
give donations. The generosity or liberality of the benefactor understanding was that the Option will be deemed
is the cause of the contract. There is nothing to equate. “terminated and elapsed” if Sanchez fails to exercise his right
Art. 1351. The particular motives of the parties in to buy said property within 2 years from the execution of the
entering into a contract are different from the cause agreement. Sanchez did tender several payments within the
thereof. (n) specified period but Rigos rejected said payments, arguing
that the Option was a unilateral promise to sell and was
 Cause is the objective, intrinsic, and juridical reason
unsupported by any valuable consideration and by force of
for the existence of the contract itself, while motive is the
the Civil Code. And therefore, pointed out Rigos, the Option
psychological, individual, or personal purpose of a party to
was null and void.
the contract.
HELD: The Option was not a contract to buy and sell. It did
 As a general principle, the motives of a party do not not impose upon Sanchez the obligation to purchase Rigos’
affect the validity or existence of a contract. Exceptions: property. It merely granted Sanchez an option to buy. There
When motive predetermines the purpose of the contract, such is nothing in the contract to indicate that Rigos’ agreement or
as promise was supported by a consideration “distinct from the
price” stipulated for the sale of land.
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REVIEWER
Under Arts 1324 and 1479 of the Civil Code, however, a Veloso ordered to pay Michael & Co.
unilateral promise to sell—although not binding as a contract MAPALO VS MAPALO
in itself for lack of a separate consideration—nevertheless May 19, 1966
generates a bilateral contract of purchase and sale upon Spouses Miguel and Candida Mapalo—simple and illiterate
acceptance. farmers—donated the eastern half of their property to Maximo
In other words, since there may be no valid contract without Mapalo, Miguel's brother, who was about to get married.
a cause or consideration, the promisor is not bound by his Maximo, however, deceived Miguel and Maxima into signing a
promise and may, accordingly, withdraw it. Pending notice of deed of absolute sale over the entire property in his favor.
his withdrawal, his accepted promise partakes of the nature Maximo and his notary public led the spouse to believe that
of an offer to sell which, if accepted as in the case at bar, the deed of sale covered only the eastern half of the property.
results in a perfected contract of sale. Decision: for Sanchez. The deed even stated an alleged consideration of P500, which
“An option implies the legal obligation to keep the offer to sell the spouses never received. Thirteen years later, Maximo sold
open for the time specified. It could be withdrawn before the entire property to Evaristo, Petronila, Pacifico, and Miguel
acceptance, if there was no consideration for the option. But Narciso—who first took possession of the eastern half and
once the offer to sell is accepted, a bilateral promise to sell later demanded Miguel and Candida to vacate the western
and to buy ensues, and the offeree ipso facto assumes the half. The spouses moved to declare the deeds of sale over the
obligations of a purchaser.” – J. Antonio, concurring opinion. western half of the property null and void.
HILL VS VELOSO HELD: Consent in the case at bar was admittedly given, albeit
July 24, 1915 under the influence of fraud. Accordingly, said consent,
Maximina Veloso claimed that she was tricked by her son-in- although defective, did exist. In such case, the defect in the
law Domingo Franco into signing a blank document, consent would provide a ground for annulment of a voidable
unknowingly binding her to a debt of P6,319 to Michael & Co. contract, not a reason for nullity ab initio.
She thought, according to her, she was made to sign to As for the cause or consideration, liberality did not exist as
acknowledge an obligation to pay for the guardianship of the regards the western portion of the Mapalo property. There
minor children of Potenciano Veloso (her brother?). And that was no donation with regard to the same. Under the Civil
she learned of the true nature of the document (a promissory Code, contracts without a cause or consideration produce no
note to Michael & Co.) only after Franco’s death. But, clearly, effect whatsoever. The alleged consideration of P500 in the
her signatures on the promissory note were obtained by deed of sale was totally absent as it was not received by the
means of fraud. spouses. Decision: for Miguel and Candida.
HELD: Granted there was deceit in executing the Promissory SANTOS VS COURT OF APPEALS
Note to Michael & Co., still the deceit and error alleged could August 1, 2000
not annul the consent of Veloso nor exempt her from the Rosalinda Santos sold her property in Parañaque to Carmen
obligation incurred. The deceit, in order that it may annul the Caseda. Caseda gave an initial payment and took possession
consent, must be that which the law defines as a cause. of the property, which she then leased out. Caseda, however,
“There is deceit when by words or insidious machinations on suffered from bankruptcy and failed to pay the remaining
the part of one of the contracting parties, the other is induced balance. Santos re-possessed the property and collected the
to execute a contract which without them he would not have rentals from the tenants thereof. Caseda sold her fishpond in
made.” (Art 1269, Civil Code) Batangas and raised money enough to pay the balance.
Franco was not one of the contracting parties who may have Santos, however, wanted a higher price now taking into
deceitfully induced the other contracting party, Michael & Co., consideration the real estate boom in Metro Manila. Caseda
to execute the contract. The one and the other of the filed a petition either to have Santos execute the final deed of
contracting parties, to whom the law refers, are the active conveyance over the property or, in default thereof, to
and passive subjects of the obligation, the party of the first reimburse the amount she had already paid.
part and the party of the second part who execute the HELD: Taking into consideration the essential requisites of a
contract. The active subject and the party of the first part of contract, the Court concluded that there was no transfer of
the Promissory Note in question was Michael & Co., and the ownership simultaneous with the delivery of the property
passive subject and party of the second part were Veloso and purportedly sold to Caseda. The records clearly showed that,
Franco. Veloso and Franco, therefore, composed a single notwithstanding the fact that Caseda took possession of the
contracting party in contractual relation with or against property, the title had remained always in the name of
Michael & Co. Santos. Thus, the contract between Santos and Caseda was a
Franco, like any other person who might have induced Veloso contract to sell—ownership is reserved by the vendor and is
into signing the Promissory Note under the influence of not to pass until full payment of the purchase price.
deceit, would be but a third person. Under the Civil Code, Since the case at bar involves a contract to sell, a judicial
deceit by a third person does not in general annul consent. rescission of the agreement is not necessary. In a contract to
This deceit may give rise to more or less extensive and sell, the payment of the purchase price is a positive
serious responsibility on the part of the third person (Franco) suspensive condition. Failure to pay the price agreed upon is
and a corresponding right of action for the contracting party not a mere breach, casual or serious, but a situation that
prejudiced (Veloso). [Veloso will probably just have to file an prevents the obligation of the vendor to convey title from
action against the estate of Franco.] acquiring an obligatory force. Thus, if the vendor should eject
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REVIEWER
the vendee for failure to meet the condition precedent, he is Ratio:

enforcing the contract and not rescinding it. 1. Article 1315 of the Civil Code, provides that a contract is
For comparative purposes, in a contract of sale, non-payment perfected by mere consent. Consent, on the other hand, is
of the price is a negative resolutory condition. The vendor has manifested by the meeting of the offer and the acceptance
lost ownership of the thing sold and cannot recover it unless upon the thing and the cause which are to constitute the
the contract is rescinded and set aside. contract (See Article 1319, Civil Code).
Decision: For Santos. 2. In the case at bar, the signing and execution of the
SANTOS VS HEIRS OF JOSE MARIANO AND ERLINDA contract by the parties clearly show that, as between the
MARIANO-VILLANUEVA parties, there was a concurrence of offer and acceptance with
October 24, 2000 respect to the material details of the contract, thereby giving
Spouses Macario Mariano and Irene Peña-Mariano owned 6 rise to the perfection of the contract.
parcels of land. When Macario died and left no will, his share 3. To illustrate, when petitioners accepted private
over the properties passed on to his children and Irene. respondents’ bid proposal (offer), there was, in effect, a
Irene, who was appointed the heirs’ lawful representative and meeting of the minds upon the object (waste management
agent, subsequently executed an Affidavit of Merger whereby project) and the cause (BOT scheme). Hence, the perfection
she merged unto her name the land titles covering all the of the contract.
properties in question. Over the years, she remarried and 4. Despite the lack of valid notice of award, the defect was
disposed of all 6 parcels of land in favor of one Raul Santos. cured by the subsequent execution of the contract entered
The children learned of all this only after Irene’s death. into and signed by authorized representatives of the parties;
ISSUE: Whether the supposed contracts of sale of various 5. In any event, petitioners, as successors of those who
pieces of real property entered into between Irene as vendor previously acted for the government (Chairman Oreta, et al),
and the respective vendees were bona fide contracts, legal, are estopped from assailing the validity of the notice of award
and binding upon the children—who were registered co- issued by the latter. As private respondents correctly
owners of said real properties. observed, in negotiating on the terms and conditions of the
HELD: Even with a duly executed written document BOT contract and eventually signing said contract, the
purporting to be a contract of sale, the Court cannot rule that government had led private respondents to believe that the
the subject contracts of sale are valid, when the evidence notice of award given to them satisfied all the requirement of
presented in the courts below show that there had been no the law.
meeting of the minds between the supposed seller and 6. There being a perfected contract, MMDA cannot revoke or
corresponding buyers of the parcels of land in the case at bar. renounce the same without the consent of the other. From
The case is replete with evidence tending to show that there the moment of perfection, the parties are bound not only to
was really no intention to sell the subject properties as far as the fulfillment of what has been expressly stipulated but also
the children were concerned. to all the consequences which, according to their nature, may
MMDA vs JANCOM be in keeping with good faith, usage, and law (Article 1315,
Facts: Jancom won the bid to operate the waste disposal site Civil Code). The contract has the force of aw between the
in San Mateo, Rizal under the Build-Operate-Transfer (BOT) parties and they are expected to abide in good faith by their
scheme.Aafter a series of meetings and consultations respective contractual commitments, not weasel out of them.
between the negotiating teams of EXECOM and JANCOM, the Just as nobody can be forced to enter into a contract, in the
BOT Contract for the waste-to-energy project was signed same manner, once a contract is entered into, no party can
between JANCOM and the Philippine Government, represented renounce it unilaterally or without the consent of the other. It
by the Presidential Task Force on Solid Waste Management is a general principle of law that no one may be permitted to
through DENR Secretary Victor Ramos, CORD-NCR Chairman change his mind or disavow and go back upon his own acts,
Dionisio dela Serna, and MMDA Chairman Prospero Oreta. The or to proceed contrary thereto, to the prejudice of the other
BOT contract was submitted to President Ramos for approval party. Nonetheless, it has to be repeated that although the
but this was too close to the end of his term which expired contract is a perfected one, it is still ineffective or
without him signing the contract. President Ramos, however, unimplementable until and unless it is approved by the
endorsed the contract to incoming President Joseph E. President.
Estrada. However, due to the clamor of residents of Rizal Palma vs Canizares
province, President Estrada had, in the interim, also ordered Facts:
the closure of the San Mateo landfill. Due to these Saturnina Salazar and Juan Canizares took part in a game of
circumstances, the Greater Manila Solid Waste Management chance. Canizares lost and as a result thereof, became
Committee adopted a resolution not to pursue the BOT indebted to Salazar in the amount of $5,000. This was
contract with JANCOM. MMDA decided to hold a new bidding evidenced in a promissory note signed by the brother-in-law
for other waste management in other locations. Jancom won of Canizares. Canizares paid 500, leaving a balance of 4500.
a court order compelling the MMDA to push through with their Salazar meanwhile, received 4500 from Palma. She indorsed
contract. the note to Palma who demanded the sum from Canizares.
Issue: Was there a valid contract despite the lack of signature Issue: Is Canizares under obligation to pay Palma?
by the President and valid notice of award? Held: No
Held: Yes Ratio:
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REVIEWER
It is indubitable that the indebtedness of 5,000 pesos with complete accessories. They made partial payments which
expressed in the note referred to arose in a monte game, a were evidenced by provisional receipts. However, by Aurgust
game of chance, and therefore expressly prohibited by law. 27, 1979, no further payments were made. On November of
As the law does not allow an action for the recovery of money the same year, petitioner demanded that Conpinco pull out
won in such games (art. 1798 of the Civil Code), it follows the VHS unit because “it was not the unit requested for
that the action brought by Palma can not be maintained, nor demonstration.” Petitioner also requested the return of the
can any judgment be rendered by the courts directing the 15k deposit. In response, conpinco sent petitioners a
payment of the sum claimed in the complaint. collection letter for the Cinema Vision and for the National
The undertaking expressed in the note executed by a third VHS. Petitioners are claiming that there was no perfected
person in favor of the woman, Salazar, by order of Cañizares contract of sale between them and respondent Conpinco as
does not constitute a ratification or confirmation of the there was no meeting of the minds of the parties upon the
obligation contracted to pay the sum lost in a monte game. thing which is the object of the contract and upon the price of
Furthermore, it has not been proven that Canizares gave his the said thing. Petitioners claim they only requested a
consent to the subrogation demonstration.
Thus, the obligation of the supposed debtor, because of its Issue: WON there was a contract?
vicious origin, is not enforceable in court, it follows that no Held: YES
recovery can be had in this suit. Ratio:
Dumez vs. NLRC The claims of petitioners are belied by the two documents of
Facts: sale signed by the spouses as buyers which documents were
Petitioner is a French company which hires Filipino workers notarized.
through a ECCOI, a company existing in the The acts of petitioners before and after the delivery of the
Philippines. Dumez needed 4 Senior Draftsmen who were National VHS negates any claim that the set was delivered for
willing to work for $600/month at Saudi Arabia. Private demonstration purposes only and that there was no meeting
respondent Jose was among the draftsmen that were hired by of the minds between the parties as to the subject of the sale
ECCOI in behalf of Dumez. The employment agreement of and its price. (delivery of checks as partial downpayment
Jose showed that his monthly base salary would be etc.)
$680. This discrepancy was discovered when Dumez began Yuvienco vs. Dacuycuy
preparing the papers related to respondent’s first month Facts:
salary. The discrepancy was reported to ECCOI who in turn Petitioners were selling a parcel of land located in
claimed that it was a mere typographical error. Meanwhile, Tacloban. They expressed willingness to sell the property at
Jose insisted on being paid $680 per month as stated in his 6.5M to private respondents as long as the latter would make
employment agreement. Dumez eventually dismissed Jose on known its decision to buy not later than July 31, 1978. The
the grounds of “surplus employee, excess of manpower and private respondents reply, thru a letter stated “we agree to
retrenchment.” A case was filed by Jose before the POEA and buy property proceed to Tacloban to negotiate details.” The
then before the NLRC who ordered Dumez to pay the respondents are now filing a complaint for specific
respondent’s salary for the unexpired portion of 1 year. performance which the petitioners want dismissed on the
Issue: WON there existed a valid contract between Dumez ground of lack of cause of action. The judge ruled negatively
and Jose? on the motion to dismiss.
Held: NO Issue: WON the facts show the existence of a perfected
Ratio: contract of sale?
The amount of monthly salary base was a prime consideration Held: NO
of the parties in signing the employment contract. Mutual Ratio:
mistake, however, prevented the proposed contract from Art. 1319 CC: Consent is manifested by the meeting of the
arising. offer and the acceptance upon the thing and the cause which
The mutual mistake here should be distinguished from a are to constitute the contract. The offer must be certain and
mistake which vitiates consent in a voidable contract. the acceptance absolute. A qualified acceptance constitutes a
The element of consent was not present at all in this counter-offer. Acceptance made by letter or telegram does
case. There was no concurrence of the offer and acceptance not bind the offerer except from the time it came to his
upon the subject matter and the cause which are to constitute knowledge. The contract, in such a case, is presumed to have
the contract. been entered into in the place where the offer was made.
In a situation wherein one or both parties consider that The telegram instructing Atty Gamboa to “proceed to
certain matters or specifics, in addition to the subject matter Tacloban to negotiate details” is the key that negates and
and the causa should be stipulated and agreed upon, the area makes it legally impossible for the court to hold that
of agreement must extend to all points that the parties deem respondents’ acceptance of petitioners offer, was the
material or there is no contract. “absolute” one that Art. 1319 requires.
Somoso vs. CA “to negotiate” is practically the opposite of the idea that an
Facts: agreement has been reached.
The spouses Somosa purchased from Conpinco one unit VHS There was a failure of any meeting of the minds of the
(23k) with accessories and one unit Cinema Vision (124.5k) parties. It was because of their past failure to arrive at an
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REVIEWER
agreement that petitioners had to put an end to the 4.4. Art. 2134: The amount of the principal and of the
uncertainty by writing the letter dating July 12, 1978. interest shall be specified in writing; otherwise the contract of
FORM OF CONTRACTS antichresis shall be void.
Dauden-Hernaez vs. De los Angeles (1969) Note: Antichresis: a contract whereby the creditor acquires
This is a petition for a writ of certiorari to set aside certain the right to receive the fruits of an immovable of his debtor,
orders of the CFI of Quezon City dismissing a complaint for with the obligation to apply them to the payment of the
breach of contract and damage, etc. interest, if owing and thereafter to the principal of his credit
Facts: (Art. 2132).
 Marlene Dauden-Hernaez is a motion picture actress a. Contracts that the law requires to be proved by some
who has filed a complaint against private resp Hollywood Far writing (memorandum) of its terms as in those covered by
East Productions Inc and its President Ramon Valuenzela to the old Statute of Frauds, now Art. 1403(2) of the CC. (This is
recover P14, 700 representing a balance due to said actress needed for enforceability of the contract by an action in
for her services as leading actress in two motion pictures court).
produced by the company and to recover damages.  The basis error in the court’s decision lies in
overlooking that in our contractual system it is not enough
 Her petition was dismissed by the lower court
that the law should require that the contract be in writing, as
because “it was defective because not evidenced by any
it does in Art. 1358. The law MUST further PRESCRIBE that
written document, either public or private considering that the
without the writing the contract is not valid or enforceable by
claim is more than P500 ” thereby violating Article 1356 and
action.
1358 of the Civil Code.
5. Order set aside and case remanded to court of origin
Issue:
for further proceedings.
WON the court below abused its discretion in ruling that a
Alano et al vs. Babasa (1908)
contract for personal services involving more than P500 was
Facts:
either invalid or unenforceable under the last par of 1358 of
(e) Juana Cantos assisted by her husband Jose Alano filed a
the CC.
complaint against the defendant Jose Babasa alleging that the
Held:
complainant Cantos has the right to repurchase the land
 Yes. The court below abused its discretion. There which her father pledged to guarantee a debt of P1300 in
was a misunderstanding of the role of the written form in favor of Fulgencio Babasa and Maria Cantos, the parents of
contracts, as ordained in the present CC. the defendant (relative siguro ng complainant yung
 The contractual system of our CC still follows that of defendant, pinsan siguro).
the Spanish Code of 1889 and of the “Ordenamiento de (f) The contract entered into on July 18, 1883 stipulated a
Alcala” (ah so Leghis) of upholding the spirit and intent of the condition that the creditors should enjoy the usufruct of said
parties over formalities, hence, in general, contracts are valid land from the date of contract and that for seven years to
and binding from their perfection regardless of the form, take possession of the land as if their own and that after 7
whether they be oral of written as provided by Art 1315 years, the debtor is entitled to redeem the land by paying the
(Contracts are perfected by mere consent xxx) and by 1356 debt.
( Contracts shall be obligatory in whatever form they may (g) Petitioner claims that they talked to defendant and that in the
have been entered into xxx). beginning engaged to permit its redemption later on offered
 The essential requisites are present in the to definitely purchase said land at an increase price but
contract- C-O-C. plaintiff did not agree.
 However 1356 also provides two exceptions: (h) Defendant made a general denial and alleged that the land
a. Contracts for which the law itself requires that they described had been sold with right of repurchase and that the
be in some particular form (writing) in order to make them parents of the plaintiff had lived years after the expiration of
valid and enforceable (the so-called solemn contracts). the 7-year period provided and that they never exercised the
Ex. right to repurchase.
1. donation of immovable property (in public ins) (Art. 749) Issue:
2. donation of movables worth more than P5,000 (Art. 748) WON the plaintiff can repurchase the said land taking into
3. contracts to pay interest in loans (mutuum) (Art. 1956). consideration that the Civil Code was enacted in Dec. 1889
4. agreements contemplated in: which provides a different prescriptive period.
4.1. Art 1744: Stipulation bet the common carrier and the Held:
shipper or the owner limiting the liability of the former for the No. Her action has already prescribed.
loss destruction or deterioration of the goods to a degree less  The contract was entered into on July 18, 1883 and
than extraordinary diligence xxx
the 7 year expiration has commenced on June 19, 1890 and
4.2. Art 1773: A contract of partnership is void, whenever
at that time the CC became effective already thus the
immovable property is contributed thereto, if an inventory of
provisions of the Code can be applied on the case.
said property is not made, signed by the parties, and
attached to the public instrument.  Art. 1939 shall be the applicable to the case which
4.3. Art. 1874: When a sale of a piece of land or any interest states that: Prescription, which began to run before the
therein is through an agent, the authority of the latter shall publication of this code, shall be governed by the prior laws;
be in writing; otherwise, the sale shall be void. but if, after this code became operative, all the time required
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REVIEWER
in the same for prescription has elapsed, it shall be effectual,  RTC rendered judgment for the plaintiff on the sole
even if according to said prior laws a longer period of time ground that since the property was registered under the Land
may be required. Registration Act, the defendants could not acquire it through
 Excerpt from the contract: “it has been agreed to prescription.
between us that we shall convey to him the said land from Issue:
this day, and that he will cause the same to be worked from WON the lower court was correct in rendering the judgment
this date as if it were his own property for a period of seven for the plaintiff.
years; that we shall have the right to redeem it for the said Held:
sum of P1,000 at the expiration of seven years in such a No. One sells or buys the property as he sees it, in its actual
manner that said land shall be under his care as long as we setting and by its physical metes and bounds, and not by the
do not pay the redemption money”. mere lot number assigned to it in the certificate or title.
 In the absence of an express agreement, the right to  The portion correctly referred to as lot A was already
redeem the thing sold shall only last and may only be in the possession of Atilano II who had constructed his
exercised within 4 years counted from the date of the residence therein even before the sale in his favor.
contract (in this case, it shall be counted from 1889 when the  The sale was a simple mistake in the drafting of the
said code went into effect). It has already expired when the document. The mistake did not vitiate the consent of the
action was brought in 1907. parties or affect the validity and binding effect of the contract
 Relevance of case under the title: It is a contract of between them.
sale with right to repurchase and it is valid, perfect and  The new CC provides a remedy for such a situation
efficient because the three requisites are present and is also by means of reformation of the instrument. This remedy is
binding notwithstanding the fact that it has been drawn up as available when, there having been a meeting of the minds of
a private document, and the legalization of a contract by the parties to a contract, their true intention is not expressed
means of a public writing and its entry in the register are not in the instrument purporting to embody the agreement by
essential solemnities or requisites for its validity and efficacy reason of mistake, fraud, inequitable conduct or accident
as between the contracting parties, but just conditions of (1359).
form which the law imposes in order that it may be effective
 In this case, the deed of sale executed in 1920 need
and recorded agreement may be respected by the latter.
no longer be reformed. The parties have retained possession
 Judgment affirmed. of their respective properties conformably to the real intention
REFORMATION OF INSTRUMENTS of the parties to that sale, and all they should do is to execute
Atilano vs. Atilano (1969) mutual deeds of conveyance.
Facts: Investors Finance Corporation vs. CA (1991)
 In 1916, Eulogio Atilano I acquired by purchase from Facts:
Villanueva lot no. 535 in Zamboanga, obtained the transfer  Before April 30, 1974 resp Richmann Tractors Inc,
certificate of title in his name and in 1920 divided the said lot with Pajarillaga as president were the owners of certain
into 5 parts identified as lots Nos. 535-A, 535-B, 535-C, 535- construction equipment and being in need of financing (for
D, 535-D, 535-E. operation of their construction and logging business) went to
 On May 18, after the subdivision of the said lot, he Investor’s Finance Corporation (or FNCB Finance) with their
executed a deed of sale cover lot E in favor of his brother equipment as collateral. In the documents which were
Eulogio Atiliano II, who obtained lot E, and the three other executed, it was made to appear that FNCB was the owner of
lots were sold to other persons. Atilano I retained for himself the equipments and that private resp were merely leasing
only the remaining portion of the land presumably Lot A. them. As a consideration for the lease, private resp were to
 In 1952, Atilano II died, thus his widow and children pay monthly amortizations over a period of 36 mos).
obtained the transfer certificate over E in their names as co-  On April 30, 1974, petitioner FNCB Finance and
owners but in 1959 they decided to subdivide the lot and they respondent Richmann Tractors executed a Lease Agreement
then discovered upon the results of the survey that the land covering various properties described in the Lease Schedules
they were actually occupying was lot A and not E. attached to the Lease Agreement. As security for the payment
 Because of this, they demanded that Lot E be of resp Richmann’s obligations under the Lease Agreement,
surrendered to them and offered to surrender Lot A to the resp Pajarillaga’s executed a Continuing Guaranty dated April
descendants of Atilano I but they refused. It is 30, 1974.
understandable that they wanted Lot E because it has an area  Richmann also applied for and was granted credit
of 2612 sqm as compared to 1808 sqm of lot A. financing facilities by petitioner in the amount of almost 1M
 Defendants (Atilano II descendants) answered that it payable in installments.
was just an involuntary error and that the intention of the  Private respondents defaulted in their respective
parties was to convey the lot correctly identified as A. Atilano obligations. FNCB demanded for the obligations to be fulfilled
I had been possessing and had his house on the portion and thereafter filed a complaint for seizure.
designated as E and in fact increased the area by purchasing  A writ of replevin was issued for the seizure of the
the adjacent lot from its owner Carpio. heavy equipment and machineries subject of the lease
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REVIEWER
agreement and when served upon the Pajarillaga’s, they pay his debt to Borromeo even after the lapse of ten years,
panicked and proceeded to the office of the FNCB and its the legal prescriptive period for recovery of debts. The
counself and thereafter signed a Compromise agreement creditor never instituted any action against the debtor within
which states among others that the Pajarillaga’s acknowledge the ten years following the execution of the said document
that plaintiff is the owner of all the properties and that they Action to recover the sum from the debtor was filed only after
have been allowed to temporarily operated the properties ten years and was rejected by CA for 2 main reasons: (1)ten-
under the direct control and supervision of plaintiff and/or its year prescriptive period for recovery of debts had elapsed, (2)
representatives with the express understanding that document promising to pay even after ten years was void
defendants acknowledge and recognize plaintiff’s ownership because promise was illegal, it being violative of principle
and right to repossess and take custody of said properties. “that a person cannot renounce future prescription”.
 This agreement was approved by Branch XXI of this Issue: WON written document promising to pay after ten
Court and a decision was rendered enjoining the parties years is void for being illegal.
thereto to faithfully comply with the terms and conditions. But Held: No. In the interpretation of the written document or
the Pajarillaga’s still did not comply with the compromise contract wherein Villamor promised to pay his debt even after
agreement thus the sheriff levied on 27 pieces of heavy ten years, CA relied too heavily on the words employed in
equipment. said document without taking the intention of the parties into
consideration. Reference to the prescriptive period of ten
 The Pajarillaga’s claim that there was fraud because
years is susceptible to the construction that only after the
they signed the Compromise agreement without the help of
lapse thereof could the demand be made for the payment of
their counsel and that it was just one-sided in favor of FNCB,
the obligation.
thus, filed for an annulment of the compromise agreement
Prescriptive period to file action thus started to run only after
and the simulated lease agreement. (RTC and CA ruled in
ten years had lapsed. This is consistent with the actions and
favor of the Pajarilla’s)
intent of the two parties.
Issue:
In declaring the said contract to be void, CA ran counter to
WON annulment should be the proper remedy for the
the well-settled maxim that between two possible
Pajarillaga spouses.
interpretations, that which saves rather than destroys is to be
Held:
preferred.
f. No. According to the Court, their action for annulment of the
Lim Yhi Luya v CA 1980
simulated lease agreement was seasonably filed in 1979,
Facts: Lim Yhi Luya entered into a contract of sale with
within 10 years from the date of its execution in 1974 (1144
private respondent, Hind Sugar Company, wherein the latter
CC). However the trial court and the CA should have treated
sold to the former 4,085 piculs of sugar. The terms of the
it as an action for reformation of contract.
contract which was drawn by the respondent company
g. For when the true intention of the parties to a contract is not
explicitly stated “cash upon signing of this contract”. Much of
expressed in the instrument purporting to embody their
the sugar was properly delivered to the plaintiff in the next
agreement by reason of mistake, fraud, inequitable conduct
few months except for a remaining 350 piculs of sugar. When
or accident, the remedy of the aggrieved party is to ask for
plaintiff filed an action to compel the delivery of the remaining
the reformation, not annulment, of the instrument to the end
350 piculs, private respondent company contended that no
that their true agreement may be expressed therein.
payment had yet been made by the plaintiff, contrary to the
h. If the true transaction between FNCB and Pajarillaga or
terms stipulated in their contract. Plaintiff had no receipt to
Richman Tractors—an loan with chattel mortgage—had been
prove that payment had been made but contends that the
reflected in the documents, instead of a simulated financial
terms stipulated in the contract is sufficient proof that
leasing, the creditor-mortgagee (FNCB), upon the
payment had been made at around the time the contract was
mortgagor’s default in paying the debt, would have been
signed.
entitled to seize the mortgaged machinery and equipment
Issue: WON the statement “cash upon signing of this contact”
from Pajarillaga for the purpose of foreclosing the chattel
in the contract of sale drawn up by the respondent company
mortgage therein. The mortgagors would have had no cause
may be interpreted as sufficient proof that payment had in
of action for actual, moral and exemplary damages arising
fact been made.
from the replevin of their mortgaged machinery and
Held: Yes. Although the contract is ambiguous enough to
equipment by the creditor, FNCB.
admit of several valid interpretations, the interpretation to be
INTERPRETATION OF CONTRACTS
taken shall not favor the respondent company since it is the
Borromeo v CA 1972
party who caused the ambiguity in its preparation. (see Art
Facts: Jose A. Villamor, the debtor, borrowed from Canuto O.
1377) The ambiguity raised by the use of the words or
Borromeo, the original creditor, a large sum of money for
phrases in the questioned provision must be resolved and
which he mortgaged his house and lot. Said mortgage,
interpreted against the respondent company.
however, was not properly drawn up and registered, so that
Respondent company's act of delivering to the petitioner four
the mortgaged house and lot ended up attached to a separate
delivery orders covering all the 4,035 piculs of sugar, viewed
civil action initiated by a certain Mr. Miller against Villamor.
in the light of the established fact that all sugar transactions
When Villamor was being pressed to settle his obligation with
between petitioner and respondent are always in cash.. is a
Borromeo, the former assured his creditor that he would still
clear confirmation of the fact that petitioner paid in cash the
pay the debt and executed a written document promising to
page 47
REVIEWER
cost of the sugar.. on the very day that the contract was compelled at the time they were effected, are also
signed.. rescissible. (1292)
Riviera Filipina v CA 2002 Art. 1383. The action for rescission is subsidiary; it
Facts Riviera Filipina, Inc. entered into a contract of lease cannot be instituted except when the party suffering
with Juan Reyes involving 1,018 square meters of real damage has no other legal means to obtain reparation
property owned by Reyes. Paragraph 11 of the lease contract for the same. (1294)
expressly provided that “lessee shall have the right of first Art. 1384. Rescission shall be only to the extent
refusal should the lessee decide to sell the property during necessary to cover the damages caused. (n)
the term of the lease.” When Reyes decided to sell the Art. 1385. Rescission creates the obligation to return
property in 1988, he entered into a series of negotiations with the things which were the object of the contract,
Riviera Filipina but the parties failed to agree on the price for together with their fruits, and the price with its
the subject property. Riviera Filipina, Inc. clearly expressed interest; consequently, it can be carried out only when
its refusal to go beyond the price of 5,000 per square meter. he who demands rescission can return whatever he
Another interested party offered to purchase the same may be obliged to restore.
property for 5,300 per square meter. Riviera Filipina was well- Neither shall rescission take place when the things
informed that there were other interested buyers but did not which are the object of the contract are legally in the
know of specific price offered by other party. Riviera Filipina possession of third persons who did not act in bad
now filing suit against Reyes and 3rd party purchaser, faith.
contending that their right of first refusal was violated In this case, indemnity for damages may be demanded
because they were not given the opportunity to match the from the person causing the loss. (1295)
offer of 5,300 per square meter. Art. 1386. Rescission referred to in Nos. 1 and 2 of
Issue WON right of first refusal in the contract of lease may Article 1381 shall not take place with respect to
be interpreted as to require that the lessee have specific contracts approved by the courts. (1296a)
knowledge of the price offered by other interested parties, Art. 1387. All contracts by virtue of which the debtor
thereby amounting to a right to match. alienates property by gratuitous title are presumed to
Held No. “Intention of the parties shall be accorded primordial have been entered into in fraud of creditors, when the
consideration and in case of doubt, their contemporaneous donor did not reserve sufficient property to pay all
and subsequent acts shall be principally considered.” debts contracted before the donation.
The actions of the two principal parties involved in the Alienations by onerous title are also presumed
contract of lease shaped their understanding and fraudulent when made by persons against whom some
interpretation of the “right of first refusal” to mean simply judgment has been issued. The decision or attachment
that should Reyes decide to sell the property during the term need not refer to the property alienated, and need not
of the lease, such sale should first be offered to Riviera. have been obtained by the party seeking the rescission.
Riviera's stubborn approach in its negotiations with Reyes In addition to these presumptions, the design to
showed crystal clear that there was never any need to defraud creditors may be proved in any other manner
disclose such information. recognized by the law of evidence. (1297a)
DEFECTIVE CONTRACTS: Art. 1388. Whoever acquires in bad faith the things
RESCISSIBLE CONTRACTS alienated in fraud of creditors, shall indemnify the
Art. 1380. Contracts validly agreed upon may be latter for damages suffered by them on account of the
rescinded in the cases established by law. (1290) alienation, whenever, due to any cause, it should be
Art. 1381. The following contracts are rescissible: impossible for him to return them.
(1) Those which are entered into by guardians If there are two or more alienations, the first acquirer
whenever the wards whom they represent suffer lesion shall be liable first, and so on successively. (1298a)
by more than one-fourth of the value of the things Art. 1389. The action to claim rescission must be
which are the object thereof; commenced within four years.
(2) Those agreed upon in representation of absentees, For persons under guardianship and for absentees, the
if the latter suffer the lesion stated in the preceding period of four years shall not begin until the
number; termination of the former's incapacity, or until the
(3) Those undertaken in fraud of creditors when the domicile of the latter is known. (1299)
latter cannot in any other manner collect the claims Notes:
due them; * 4 years from when? Example insane , from lucid interval
(4) Those which refer to things under litigation if they ba?
have been entered into by the defendant without the * 1st remedy (since subsidiary action ang rescission) is to ask
knowledge and approval of the litigants or of for the amount of lesion to be repaired.
competent judicial authority; UFC V CA
(5) All other contracts specially declared by law to be May 13, 1970
subject to rescission. (1291a) Magdalo V. Francisco, Sr. invented the Mafran sauce, a food
Art. 1382. Payments made in a state of insolvency for seasoning made out of banana (ketchup?) and had the
obligations to whose fulfillment the debtor could not be formula patented and the name registered as his own
page 48
REVIEWER
trademark. violates the reciprocity between the parties. It is not a

In May 1960, Francisco Sr. entered into a contract with subsidiary action, and Art 1191 may be scanned without
Universal Food Corporation entitled “Bill of Assignment” disclosing anywhere that the action for rescission thereunder
wherein Francisco assigned the USE of the Mafran sauce is subordinated to anything other than the culpable breach of
formula to UFC (right to mass produce and sell) in exchange his obligations by the defendant. This rescission is a principal
for a permanent assignment as Second Vice President and action retaliatory in character, it being unjust that a party be
Chief Chemist with a salary of P300/month, and becoming a held bound to fulfill his promise, when the other violates his.
member of the Board of Directors. Hence the reparation of damages for the breach is purely
On November 30, 1960 UFC dismissed Francisco and the staff secondary.
working on the Mafran sauce on the pretense of scarcity and In Art 1381, the cause of action is subordinated to the
high prices of raw materials; but 5 days later, the President existence o f that prejudice because it is the raison d’ etre as
and General Manager of UFC Tirso T. Reyes, ordered the well as the measure of the right to rescind. Hence, when the
Auditor/Superintendent and the Assistant Chief Chemist to defendant makes good the damage caused, the action cannot
produce the Mafran sauce in full swing, to recall the laborers be maintained or continued, as expressly provided in Art.
dismissed (except for Francisco Sr.) and to hire additional 1383 and 1384. But the operation of these 2 articles is limited
daily laborers. The Mafran sauce produced was of inferior to the cases of rescission for lesion enumerated in Article
quality because of the absence of Francisco Sr. who alone 1381 of the CC, and does not apply to cases under Art. 1191.
knew the exact formula. Equitorial V Mayfair, ibid. (case #14 sa page 1 syllabus)
GM Reyes also admitted that “I consider the two months we Nov. 21, 1996
paid him (Francisco Sr.) is the separation pay.” In 1967, Carmelo entered a contract of lease with Mayfair
Thus Francisco Sr. filed an action for Rescission of the Theater for a portion of Carmelo’s property with a stipulation
contract. Lower court dismissed the case. CA reversed: (par. 8) of an exclusive option by Mayfair to purchase the
rescinded the contract and ordered UFC to 1. Return the property in case Carmelo decides to sell it.
Mafran Sauce formula and trademark 2. Pay Francisco Sr. his In 1974, Mr. Pascal of Carmelo called Mr. Yang of Mayfair
salary since Dec 1960 until the return of the Mafran formula because another party was willing to buy the property.
and trademark and 3. Pay attorney’s fees and costs. Despite Mayfair giving notice of interest to buy; Carmelo sold
Held: CA correctly observed that UFC schemed and the property to Equatorial on 1978.
maneuvered to ease out and dismiss Francisco Sr. from the Mayfair then brought suit for the annulment of the sale of the
service as chief chemist, in flagrant violation of the Bill of leased premises to Equatorial.
Assignment; and that the notice of recall was to placate RTC dismissed the petition and found par. 8 to be an option
Francisco Sr. Therefore in addition UFC is 4. Enjoined from clause that cannot bind Carmelo for lack of separate and
using in any manner said Mafran sauce trademark and distinct consideration.
formula and 5. pay legal interest on Francisco Sr.’s salary. CA reversed; par. 8 – right of first refusal according to art.
Doctrine: 1479 par. 2.
The general rule is that rescission of a contract will not be Held: Par. 8 is a right of first refusal, so the contract between
permitted for a slight or casual breach, but only for such Carmelo and Equatorial must be rescinded.
substantial and fundamental breach as would defeat the very Ratio: the right was incorporated for Mayfair’s protection;
object of the parties making the agreement. The question of Mayfair should be given the right to match the P11.3M price.
whether a breach of a contract is substantial depends upon Equatorial is a buyer in bad faith.
the attendant circumstances. Doctrine: same with Guzman, Bocaling V Bonnevie
Recall: Art 1191 CC: The power to rescind obligations is Guzman, Bocaling V Bonnevie
implied in reciprocal ones, in case one of the obligors should March 2, 1992
not comply with what is incumbent upon him. Africa Valdez de Reynoso, the administratrix of a parcel of
The injured party may choose between the fulfillment and the land leased it to the Bonnevies for P4,000 per month with a
rescission of the obligation with the payment of damages in stipulation that the Bonnevies will be given first priority to
either case. He may also seek rescission even after he has purchase the land should Reynoso decide to sell it.
chosen fulfillment, if the latter should become impossible. According to Reynoso, she notified the Bonnevies via
The Court shall decree the rescission claimed, unless there be registered mail on Nov 3, 1976 her intention to sell the
just cause authorizing the fixing of a period. property for P600K, giving them 30 days to exercise their
This is understood to be without prejudice to the rights of right, which she failed to prove. The Bonnevies allege that
third persons who have acquired the thing, in accordance with they didn’t receive any letter.
Art 1385 and Art 1388 of the Mortgage Law. Reynoso sold the land to Guzman, Bocaling and Co. for
Tolentino: Art 1191 Rescission is used, instead of Resolution P400K.
which is more apt. The Bonnevies filed an action for annulment of the sale, and
Difference of Art 1191 to Art 1381: that Reynoso be required to sell the property to them which
J. J.B.L. Reyes: CFI granted and CA affirmed.
A rescission for breach of contract under Art 1191 CC is not Held: The CA correctly held that the Contract of Sale was not
predicated on injury to economic interests of the party voidable but Rescissible.
plaintiff, but on the breach of faith by the defendant, that Doctrine:
page 49
REVIEWER
Under Art. 1380 to 1381 (3) of the Civil Code, a contract  Persons capable cannot
otherwise valid may nonetheless be subsequently rescinded allege the incapacity of those with whom they contracted
by reason of injury to third persons like creditors. The status
 Persons who exerted
of creditors could be validly accorded the Bonnevies for they
violence, undue influence, who employed fraud or caused
had substantial interests that were prejudiced by the sale of
mistake – action for annulment cannot be based on these
the subject property to the petitioner without recognizing
flaws
their right of first priority under the Contract of Lease.
l Gives rise to the responsibility of restoring
According to Tolentino, rescission is a remedy granted by law
to each other things subject matter of the contract, with
to the contracting parties and even to third persons, to secure
fruits, price with its interest, except in cases provided by law
reparation for damages caused to them by a contract, even if
(Art. 1398)
this should be valid, by means of the restoration of things to
their condition at the moment prior to the celebration of said  Service – value thereof will serve
contract. as the basis for damages
It is a relief allowed for the protection of one of the  Incapacitated persons not obliged
contracting parties and even third persons from all injury and to make restitutions except insofar as he has been benefited
damage the contract may cause, or to protect some by the thing or price received by him (Art. 1399)
incompatible and preferent right created by the contract.  If objects cannot be returned
Rescission implies a contract which, even if initially valid, because these were lost through his fault, he shall return the
produces a lesion or pecuniary damage to someone that fruits received and the value of the thing at the time of the
justifies its invalidation for reasons of equity loss, with interests from the same date (Art. 1400)
Voidable Contracts
 As long as one of the contracting
Voidable Contracts
parties does not restore what in virtue of the annulment
 Contracts that are voidable or annullable:
decree he is bound to return, the other cannot be compelled
 When either party is incapable of giving consent
to comply with what is incumbent upon him. (Art. 1402)
to a contract
l Extinguishment of action (Art. 1401)
 When consent is vitiated by mistake, violence,
intimidation, undue influence, fraud  if object is lost through the fault or
l Binding, unless annulled by a proper court fraud of person who has the right to institute the proceedings
action  if action based on incapacity of any
l Ratifiable (Art. 1390) one of contracting parties, loss of thing shall not be an
 Prescription for action of annulment: 4 years to obstacle to the success of action, unless loss or fraud took
begin: place through the plaintiff’s fault
l when vice is due to intimidation, violence or CASES
undue influence – from the time defect of consent ceases Uy Soo Lim v. Tan Unchuan
l mistake or fraud – from the time of Facts:
discovery  An action for annulment of a contract whereby Uy
l entered into by minors or those incapable of Soo Lim sold to Pastrano all his interest in the estate of the
giving consent – the moment guardianship ceases (Art. 1391) late Santiago Pastrano
 Ratification
 Santiago migrated to the Philippines when he was
13. Married Candida Vivares, had two children with her –
l extinguishes action for annulment (Art.
Francisca (defendant in the suit and wife of co-defendant) and
1392)
Concepcion.
l may be express or tacit (Art. 1393)
 Santiago returned to China and had illicit relations
 tacit ratification – the execution of with Chan Quieg. Came back to the Philippines and never saw
an act which necessarily implies an intention to waive his her again. Received a letter from her saying that she borne
right by the party, who, knowing of the reason which renders him a son named Uy Soo Lim.
the contract voidable, has a right to invoke annulment.  Believing that Uy Soo Lim being his only son, he
l may be effected by the guardian of the dictated his will leaving to him 7/9 of his properties to the
incapacitated person (Art. 1394) son.
l does not require the conformity of the  Claimants to the estate:
person who does not have a right to bring an action for  Candida – ½ as widow
annulment (Art. 1395)  Francisca and Concepcion – that Uy Soo Lim was
l cleanses the contract from all its defects not entitled for not being a son, legitimate or illegitimate
from the moment it was constituted (Art. 1396)  Chan Quieg – ½ as widow (their marriage was
 Annulment valid under the laws of China)
l Who may institute (Art. 1397)  Uy Soo Lim appointed Choa Tek Hee as adviser and
 By all who are obliged principally or agent and executed a power of attorney in favor of him to
subsidiarily represent him in the negotiations
 Exceptions:
page 50
REVIEWER
 Compromise was reached – Uy Soo Lim to divest his  Consent being an essential element of contracts,
interest in the estate for P82,000.00, Francisca declared the when it is given by mistake, the validity of contractual
sole owner of all the properties. relations becomes legally impaired
 Uy Soo Lim filed a case to annul the contract alleging Rural Bank of Caloocan v. CA
that undue influence was exerted on him, and that his youth Facts:
was taken advantage of. 5. Maxima Castro, accompanied by Valencia, applied to
Issue: WON Uy Soo Lim can file for annulment RBC for an industrial loan of 3 thousand
Held: No. 6. The Valencia spouses applied for a 3 thousand peso loan
Ratio: as well, which was also granted
e) Although he was a minor at the time of the execution of the 7. Both loans being granted, Castro was made to sign a
contract, he failed to repudiate it immediately upon reaching promissory note, as a principal in the first, and as a co-maker
the age of majority in the Valencia note. They were secured by a real-estate
f) He also tacitly ratified the contract when he disposed of the mortgage on Castro’s house and lot.
greater part of the proceeds when he became of age and after 8. Castro received a Notice of Sheriff’s Sale in satisfaction
he had full knowledge of facts upon which he is trying to of the obligation covering the two promissory notes
disclaim 1. Only then did she realize that the mortgage was
g) If he were seeking to annul the contract, he would also have encumbrance not just for her 3k loan, but also for the 3k loan
asked that payments to him by the defendants be of the Valencias; she was made to sign without knowledge of
stopped. Instead, he proceeded to secure, spend and dispose this fact
of every cent of the proceeds) 2. She filed a suit for annulment from the second
h) Art. 1393 – express or tacit ratification promissory note and the mortgage covering this, and the
i) Art. 1398 – responsibility of restoring to each other things annulment of the foreclosure sale.
subject matter of the contract Issue: WON fraud can be alleged to free Castro from
j) Art. 1401 – extinguishment of action for annulment: if object responsibility with respect to the 2nd promissory note
is lost through the fault or fraud of person who has the right Held: Yes
to institute the proceedings Ratio:
Sps. Theis v. CA
Facts:  The mistake committed by both Castro and the bank
which led to the vitiation of consent is due to the Valencias
 Carlsons Dev’t. Corp. owned three adjacent lots
fraud and misrepresentation
1. Lot covered by TCT 15515
2. Lot covered by TCT 15516  A contract may be annulled on the ground of vitiated
3. Lot covered by TCT 15684 consent due to fraud by a third person even without the
 A fourth lot was adjacent to Lot 15684, which was connivance with one of the contracting parties
not owned by Carlsons Dev’t.  The bank committed a mistake in not ensuring the
 1985: Carlsons constructed a two-storey house on extent of the coverage of the mortgage.
the third lot (erroneously indicated to be covered by TCT MWSS v. CA
15515) Facts:
 Lots 15515 and 15516 mistakenly surveyed to be g. 1965: MWSS leased around 128 hectares of land to CHGCCI
located on lot number 4 for 25 years renewable for another 15 years with a stipulation
 The fourth lot was sold to Sps. Theis by Carlsons allowing for the exercise of a right of first refusal should it be
Dev’t., covered by said TCTs. The Theis did not immediately put up for sale
occupy the lot; went to Germany instead. Upon return, they h. President Marcos issued an LOI directing MWSS to cancel the
discovered that the lot was owned by another lease and to dispose the property. MWSS and CHGCCI agreed
 Theis insisted on buying lot number 4, which was not on the sale
possible as it was not owned by Carlsons; instead, Carlsons i. MWSS approved the sale in favor of Silhouette, CHGCCI’s
Dev’t. offered lots 1 and 2, which was refused. assignee for 25M.
 This time, Theis insisted on lot number 3; counter- j. Silhouette entered a deed of sale with Ayala (1984)
offer by Carlson to return purchase price x 2, refused. k. 1993: MWSS filed an action seeking the declaration of nullity
 Carlsons filed an action for annulment on the ground of the MWSS-Silhouette sale due to Silhouette’s fraudulent
of mistake acts and Marcos’s undue influence over MWSS
Issue: WON Carlsons can seek for annulment on the ground Issue: WON the sale can be declared null and void
of mistake Held: No.
Held: Yes Ratio:
Ratio:  All the essential requisites being present, the
 Carlsons’ mistake was made in good faith contract can only be voidable, and not void, as all the
 When mistake was discovered, offers were made essential requisites of the contract are present.
to offset the damage caused by the mistake  Being voidable at the most, prescriptive period of
 The nature of mistake as to vitiate consent must be four years from the time of the discovery of the mistake and
that which speaks of the substance of the contract from the time the undue influence ceases should be observed.
page 51
REVIEWER
 If the vice of consent is based on Marcos’s undue b) those that fail to comply with the Statute of Frauds;
influence, the four years should be counted from the moment c) those where both parties are incapable of giving consent to
the undue influence ceased, which is in 1986 a contract.
UNAUTHORIZED CONTRACTS
 If mistake is alleged, prescriptive period of four
e) When a person enters into a contract for and in the name of
years to begin from the discovery of the same, it should’ve
the another, without authority to do so, the contract does not
begun from the date of the execution of the sale of
bind the latter, unless he ratifies the same. The agent, who
documents, deemed to have taken place on the date of
has entered into the contract in the name of the purported
registration of the deeds with the Register of Deeds as
principal, but without authority from him, is liable to third
registration is constructive notice to the world
persons upon the contract; it must have been the intention of
 Furthermore, there was ratification on the part of the parties to bind someone, and, as the principal was not
MWSS, both impliedly (making demands for payment) and bound, the agent should be. Ex: Without my authority, my
expressly (signing of the contract of sale itself) made. brother sold my car, in my name to X. The contract is
UNENFORCEABLE CONTRACTS2 unauthorized and cannot affect me unless I ratify the same
UNENFORCEABLE CONTRACTS expressly or implicitly, as by accepting the proceeds of the
Art. 1403. The following contracts are unenforceable, sale. (Paras)
unless they are ratified:
 Mere lapse of time, no matter how long, is not the
(1) Those entered into in the name of another person
ratification required by law of an unenforceable contract
by one who has been given no authority or legal
(Tipton v. Velasco, 6 Phil 67, as cited in Paras).
representation, or who has acted beyond his powers;
STATUTE OF FRAUDS
(2) Those that do not comply with the Statute of Frauds
4. Meaning: descriptive of statutes which require
as set forth in this number. In the following cases an
certain classes of contracts to be in writing.
agreement hereafter made shall be unenforceable by
5. Purpose: to prevent fraud and perjury in the
action, unless the same, or some note or memorandum,
enforcement of obligations depending for their evidence upon
thereof, be in writing, and subscribed by the party
the unassisted memory of witnesses by requiring certain
charged, or by his agent; evidence, therefore, of the
enumerated contracts and transactions to be evidenced by a
agreement cannot be received without the writing, or a
writing signed by the party to be charged.
secondary evidence of its contents:
6. Application: This statute does not deprive the parties
(a) An agreement that by its terms is not to be
the right to contract with respect to matters therein involved,
performed within a year from the making thereof;
but merely regulates the formalities of the contract necessary
(b) A special promise to answer for the debt, default, or
to render it unenforceable. The statute of frauds, however,
miscarriage of another;
simply provides for the manner in which contracts under it
(c) An agreement made in consideration of marriage,
shall be proved. It does not attempt to make such contracts
other than a mutual promise to marry;
invalid if not executed in writing but only makes ineffective
(d) An agreement for the sale of goods, chattels or
the action for specific performance. The statute of frauds is
things in action, at a price not less than five hundred
not applicable to contracts which are either totally or partially
pesos, unless the buyer accept and receive part of such
performed, on the theory that there is a wide field for the
goods and chattels, or the evidences, or some of them,
commission of frauds in executory contracts which can only
of such things in action or pay at the time some part of
be prevented by requiring them to be in writing, a fact which
the purchase money; but when a sale is made by
is reduced to a minimum in executed contracts because the
auction and entry is made by the auctioneer in his sales
intention of the parties becomes apparent by their execution,
book, at the time of the sale, of the amount and kind of
and execution concludes, in most cases, the rights of the
property sold, terms of sale, price, names of the
parties.
purchasers and person on whose account the sale is
7. A note or memorandum is evidence of the
made, it is a sufficient memorandum;
agreement, and is used to show the intention of the parties.
(e) An agreement of the leasing for a longer period
No particular form of language or instrument is necessary to
than one year, or for the sale of real property or of an
constitute a memorandum or note as a writing under the
interest therein;
Statute of Frauds.
(f) A representation as to the credit of a third person.
General Rules of Application (mainly Paras):
(3) Those where both parties are incapable of giving
consent to a contract.  Applies only to executory contracts. But it is not
4. Unenforceable contracts cannot be enforced unless it is first enough for a party to allege partial performance in order to
ratified in the manner provided by law. An unenforceable render the Statute inapplicable; such partial performance
contract does not produce any effect unless it is ratified. must be duly proved, by either documentary or oral evidence;
Unenforceable contracts cannot be sued upon unless ratified  Cannot apply if the action is neither for damages
(Paras, 2003). because of the violation of an agreement nor for the specific
5. As to defectiveness, an unenforceable contract is nearer to performance of said agreeement;
absolute nullity than voidable or rescissible contracts.  Exclusive, i.e. it applies only to the agreements or
6. There are 3 kinds of unenforceable contracts: contracts enumerated herein;
a) unauthorized contracts;
page 52
REVIEWER
 Defense of the Statute may be waived; INCAPACITATED PARTIES

 Personal defense, i.e. a contract infringing it cannot
 Ratification by one party converts the contract into a
voidable contract- voidable at the option of the party who has
be assailed by third persons;
not ratified.
 contracts infringing the Statute are not void; they Art. 1404. Unauthorized contracts are governed by
are merely unenforceable; Article 1317 and the principles of agency in Title X of
 The Statute of Frauds is a rule of exclusion, i.e. oral this Book.
evidence might be relevant to the agreements enumerated 1. Art. 1317. No one may contract in the name
therein and might therefore be admissible were it not for the of another without being authorized by the latter, or unless
fact that the law or the statute excludes oral evidence; he has by law a right to represent him.
 The Statute does not determine the credibility or  A contract entered into in the name of another by
weight of evidence. It merely concerns itself with the one who has no authority or legal representation, or who has
admissibility thereof; acted beyond his powers, shall be unenforceable, unless it is
 The Statute does not apply if it is claimed that the ratified, expressly or impliedly, by the person on whose behalf
contract does not express the true agreement of the parties. it has been executed, before it is revoked by the other
As long as true or real agreement is not covered by the contracting party. (1259a)
Statute, it is provable by oral evidence. (6) Requisites for a Person to contract in the name of another: a)
THE SPECIFIC AGREEMENTS UNDER THE STATUTE OF he must be duly authorized (expressly or impliedly) or b) he
FRAUDS must have by law a right to represent him (like the guardian,
1. Performance within a year. The 'making' of an or the administrator) or c) the contract must be subsequently
agreement, for the purpose of determining WON the period ratified (expressly or impliedly, by word or by deed). (Paras).
for performance brings the agreement within the Statute, Art. 1405. Contracts infringing the Statute of Frauds,
means the day on which the agreement is made, and the time referred to in No. 2 of Article 1403, are ratified by the
begins to run from the day the contract is entered into, and failure to object to the presentation of oral evidence to
not from the time that performance of it is entered upon. prove the same, or by the acceptance of benefit under
There must be intention that the performance should not be them.
performed within a year.  Two ways of ratification of contracts infringing the
2. Guaranty of Another's Debt. Test as to whether a Statute are: a) failure to object to the presentation of oral
promise is within the Statute: lies in the answer to the evidence; b) acceptance of benefits under them, since the
question whether the promise is an original or a collateral Statute does not apply to contracts which are partially
one. If the promise is original or independent, as to when the executed. Cross examination of the witnesses testifying orally
promisor is primarily liable, it is outside the Statute. If the on the contract amounts to a waiver or to a failure to object.
promise is collateral, the promise must be in writing. (Abrenica v. Gonda,as cited by Paras; Maam Rowie also made
3. Consideration of marriage. Applies to promises by a reference to this in one of her short kwentos).
3rd person to one of the parties contemplating the marriage. Art. 1406. When a contract is enforceable under the
Thus, a promise made by the father of a prospective bride to Statute of Frauds, and a public document is necessary
give a gift to the prospective husband is covered by the for its registration in the Registry of Deeds, the parties
statute. may avail themselves of the right under Article 1357.
4. Sale of personalty. Price of the property must be at  Art. 1357. If the law requires a document or
least P500 and covers both tangible and intangible property. other special form, as in the acts and contracts enumerated in
The Statute will not apply where there has been part payment the following article, the contracting parties may compel each
of the purchase price. If there is more than one item, which other to observe that form, once the contract has been
exceeds P500, the operation of the statute depends upon perfected. This right may be exercised simultaneously with
WON there is a single inseparable contract or several one. If the action upon the contract. (1279a)
inseparable, Statute applies. If the contract is separable, then  The right of one party to have the other execute the
each article is taken separately, and the application of the public document needed for convenience in registration, is
statute to it depends upon its price. Meaning of “things in given only when the contract is both valid and enforceable.
action”: incorporated or intangible personal property (Paras) (Paras)
5. Lease or sale of realty. Evidence to prove an oral Art. 1407. In a contract where both parties are
contract of sale of real estate must be disregarded if timely incapable of giving consent, express or implied
objections are made to its introduction. But the statute does ratification by the parent, or guardian, as the case may
not forbid oral evidence to prove a consummated sale of real be, of one of the contracting parties shall give the
property. contract the same effect as if only one of them were
6. Representation as to Credit. Limited to those which incapacitated.
operate to induce the person to whom they are made to enter If ratification is made by the parents or guardians, as
into contractual relations with the 3rd person, but not those the case may be, of both contracting parties, the
representations tending to induce action for the benefit of the contract shall be validated from the inception.
person making them. The statute does not cover
representations deceitfully made.
page 53
REVIEWER
f) Self-explanatory, hehe. Both Paras and Tolentino, walang Unaware of such sale, the 3 could not be considered to have
comments. However, we should take note of the retroactive remained silent and knowingly chose not to file an action for
effect of a ratified contract. annulment of the sale. Their alleged silence and inaction may
Art. 1408. Unenforceable contracts cannot be assailed not be interpreted as an act of ratification on their part. And
by third persons. there is also no evidence that the 3 brothers benefited from
 The defense of the Statute is personal to the party to the sale.
the agreement. Thus, it cannot be set up by strangers to the Doctrine:
agreement. Ratification means that one under disability voluntarily
 Just as strangers cannot attack the validity of voidable adopts and gives sanction to some unauthorized act or
contracts, so also can they not attack a contract because of defective proceeding, which without his sanction would
its unenforceability. Indeed the Statute of Frauds cannot be not be binding on him. It is this voluntary choice,
set up as a defense by strangers to the transaction. (Ayson v. knowingly made, which amounts to a ratification of
CA, 97 Phil. 965). what was theretofore unauthorized, and becomes the
CASES: authorized act of the party so making the ratification.
Yuvienco v. Dacuycuy, 1981 Regal Films,Inc. v. Concepcion, 2001
See facts in previous discussion. Under this heading, the Gabby Concepcion, thru his manager Lolit Solis, entered into
question is WON the claim for specific performance of the a contract with Regal for services to be rendered by
private respondents is enforceable under the Statute of respondent in petitioner's movies. Petitioner undertook to
Frauds. give 2 parcels of land of land to respondent, on top of talent
Held: No, since the agreement does not appear in any note or fee. In 1994, actor, and manager, filed an action against the
writing or memorandum signed by either of the petitioners or movie outfit, alleging that he was entitled to rescind the
any of the respondents. Thus, such oral contract involving the contract, owing to Regal's failure to honor the contract.
“sale of real property” comes squarely under the Statute of Petitioner alleged that there was an agreement, and an
Frauds. addendum to the original contract. In September 1994, Solis
Doctrine: moved for the dismissal of the complaint averring that there
In any sale of real property on installments, the Statute already was an amicable settlement. Concepcion opposed
of Frauds read together with the perfection saying that he had no consent and the contract was grossly
requirements of Article 1475 of the Civil Code must be disadvantageous to him. By 1995, and after the confluence of
understood and applied in the sense that the idea of events (read: Manila Filmfest scam), Regal intimated that it
payment on installments must be in the requisite of a was willing to release Concepcion from the contracts rather
note or memorandum therein contemplated. Under the than pursue the addendum. Concepcion then filed a motion
Statute of Frauds, the contents of the note or indicating that he was willing to honor the addendum. The
memorandum, whether in one writing or in separate Court held that Concepcion's attempt to ratify the addendum
ones merely indicative for an adequate understanding came too much late as Regal already revoked it.
of all the essential elements of the entire agreement, Issue3:
may be said to the contract itself, except as to the 1) WON a contract entered into in the name of another is
form. unenforceable if consent was not given by the party in whose
Coronel v. Constantino, 2003 behalf it was executed
Honoria Aguinaldo owned real property. When she died, ½ of Yes. A contract entered into in the name of another by one
the property was inherited by Emilia Meking vda. De Coronel who ostensibly might have but who in reality, had no real
and sons-Benjamin, Catalino and Ceferino; the other half by authority or legal representation, or who having such
Florentino Constantino and Aurea Buensuceso. Emilia Meking authority, acted beyond his powers, would be unenforceable.
sold the property to Jess Santos and Priscilla Bernardo, who 2) Assuming that the addendum was unenforceable, WON it is
later sold it to Constantino. In 1991, Constantino filed a susceptible to ratification by the person in whose behalf it was
complaint for declaration of ownership, quieting of title and executed
damages. CA ruled for Constantino. Yes. But ratification should be made before its revocation by
Issues/Held: the other contracting party.
1) WON the contract of sale executed by Emilia, in her own National Power Corp v. National Merchandising Corp.,
behalf is unenforceable with respect to the shares of her co- 1982
heirs-children In 1956, National Power Corp (NPC) and National
Yes. It has been shown that the contract was not signed by Merchandising Corp (Namerco), the latter as representative of
petitioner Benjamin and the shares of Catalino and Cferino in the International Commodities Corp of New York, entered into
the subject property were not sold by them. Since it cannot a contract for the purchase by the NPC of from the New York
be disputed that Benjamin did not sign the document, the firm of 4 thousand long tons of crude sulfur. A performance
contract is unenforceable against him. bond was executed by Domestic Insurance Company (DIC) to
2) WON the minor children can ratify unauthorized actions of guarantee Namerco's obligation. Under the contract, seller
their parents. would deliver the sulfur within 60 days from notice of
Yes. But in this case, no evidence was presented to show that establishment in its favor of a letter of credit. Failure to do
the 3 brothers were aware of the sale made by their mother. would make the seller and surety liable for damages. The New
page 54
REVIEWER
York firm advised Namerco that it might not secure the 1) WON the document is valid
availability of a vessel and DIC disclaimed responsibility for Yes. The private conveyance of the house and lot is therefore
the terms of the contract. Namerco did not disclose such valid between Aparato and the spouses. It is a private
instructions from its principal and proceeded with the document but this fact does not detract from its validity.
perfection of the contract. When the sulfur was not delivered, Generally, contracts are obligatory, in whatever form such
NPC sued DIC and Namerco. The court dismissed the action contracts may have been entered into, provided all the
against DIC for lack of jurisdiction. essential requisites for their validity are present. When
Issue: however the law requires that a contract be in some form for
1) WON Namerco exceeded its authority and in effect, acted it to be valid or enforceable, that requirement must be
in its own name complied with. Under Article 1358 requires that certain acts
Yes. The agent took chances, despite the principal's and contracts must be in a public document. Under Art. 1403,
instructions and thus, it acted on its own name. sales of real property must be in writing. Since the
2) WON the stipulation for liquidated damages is Pagpapatunay is in writing, it is enforceable under the
unenforceable since the contract was allegedly unenforceable Statute. But since it is not a public document, it does not
No. Article 1403 refers to unenforceability of the contract comply with Art. 1358. However, the requirement of Art.
against the principal. In this case, the contract containing the 1358 is not for the validity but for its efficacy.
stipulation for liquidated damages is not being enforced Villanueva v. CA, 1997
against its principal but against the agent and its surety. The Villanuevas are the tenants of the Dela Cruzes. In 1986,
Article 18974 implies that the agent who acts in excess of his the latter proposed the sale of the property and they agreed
authority is personally liable to the party with whom he at the price of P550,000. The Dela Cruzes asked for P10,000
contracted. Since Namerco exceeded the limits of its which would form part of the sale price. Sometime thereafter,
authority, it virtually acted in its own name and it is the Dela Cruzes told the Villanuevas that they are selling the
therefore, bound by the contract of sale, which, however is other half of the property to the Sabios, another tenant of the
not enforceable against its principal. Dela Cruzes. The Villanuevas agreed to such an arrangement
Jovan Land v. CA, 1997 and they, together with the Sabios, decided to pay only
Eugenio Quesada owns Q Building in Manila and wanted to P265,000 each corresponding to the value of ½ of the
sell it. Thru co-petitioner Mendoza, Jovan Land Pres. Joseph property. In 1987, the Dela Cruzes sold the portion which the
Sy learned of this development and sent offers to Quesada. Villanuevas were supposed to buy to the spouses Pile. The
The owner rejected the offers. In his third written offer, Sy Villanuevas then instituted this action.
enclosed a check worth P12M with a similar check for P1M as Issue: 1) WON there was a perfected contract of sale between
earnest money. Annotated on this 3rd letter-offer was the the petitioners and the Dela Cruzes
phrase 'received original, '9-4-89' beside which appears the Held: No. Sale is a consensual contract. In this case, what is
signature of Quesada. Petitioner then filed action for specific clear from the evidence is that there was no meeting of the
performance. minds as to the price, expressly or impliedly, directly or
Issue: WON the 'contract of sale' as alleged by Sy was indirectly. No contract was presented in evidence.
unenforceable 2) WON the Statute of Frauds is applicable though it was a
Held: No. The document was merely a memorandum of the contract of sale that was partly executed
receipt by the former of the latter's offer. The requisites of a No. The Statute applies only to executory contracts, but there
valid contract of sale are lacking in said receipt and therefore is no perfected contract in this case, therefore there is no
the 'sale' is neither valid nor enforceable. No written basis for the application of the Statute. The application of
agreement was reached. Under the Statute of Frauds, an such statute presupposes the existence of a perfected
agreement for the sale of real property or of an interest contract and requires only that a note or memorandum be
therein, to be enforceable, must be in writing and subscribed executed in order to compel judicial enforcement thereof.
by the party charged or by an agent therof. What took place was only prolonged negotiation to buy and
Cenido v. Apacionado, 1999 sell.
Bonifacio Aparato owns a parcel of unregistered land. He sold VOID OR INEXISTENT CONTRACTS
it to spouses Apacionado, who took care of him for 20 years What contracts are void or inexistent?
prior to his death. In the contract (Pagpapatunay) purporting The following contracts are void or inexistent from the
to the sale, it can be gleaned that because the Apacionados beginning:
took care of him, Bonifacio sold it for P10,000 and her signed  Those whose cause, object or purpose is contrary to
it with his full knowledge and consent, and there were 2 law, morals, good customs, public order or public policy;
witnesses to the signing of the contract. It was not notarized.
 Those which are absolutely simulated or fictitious;
One Renato Cenido claimed ownership over the property and
alleged that he was Aparato's illegitimate son and he was  Those whose cause or object did not exist at the
recognized as such by Bonifacio's brother, Gavino, and the time of the transaction;
two partitioned his estate among themselves. Cenido caused  Those whose object is outside the commerce of men;
the issuance to his name of a Tax Declaration over the  Those which contemplate an impossible service;
subject property.
 Those where the intention of the parties relative to
Issue:
the principal object cannot be ascertained;
page 55
REVIEWER
 Those expressly prohibited or declared void by law. Doctrine: The contracting parties here were prevented from
(a-g, Art 1409, NCC). seeking relief because they both have voluntarily entered into
the contract knowing that what they were doing violated the
 Those which are the direct results of previous illegal
Constitution (they are presumed to know the law). Well
contracts (Art 1422, NCC).
established is the doctrine that where the parties are in pari
Cases
delicto, no affirmative relief of any kind will be given to one
Liguez vs Hon. Court of Appeals
against the other. It is true that this doctrine is subject to one
Petitioner Conchita Liguez was the recipient of a donation of
important limitation, namely, “whenever public policy is
the parcel of land subject of this petition. Donation was
considered as advanced by allowing either party to sue for
allegedly made by and in view of the desire of one Salvador
relief against the transaction.” The cases in which this
Lopez, a married man of mature years, to have sexual
limitation may apply only “include the class of contracts which
relations with her, Liguez back then a minor, only 16 years of
are intrinsically contrary to public policy—contracts in which
age. After the donation, Liguez and Lopez cohabited and lived
the illegality itself consists in their opposition to public policy,
as husband and wife until Lopez was killed. It was found that
and any other species of illegal contracts (example: usurious
the donation was part of the land belonging to the conjugal
contracts, marriage-brokerage contracts). The present case
partnership of Lopez and his legal wife Maria Ngo. CA held
does not fall under the exception because it is not intrinsically
that the donation was inoperative and null and void because
contrary to public policy as its illegality consists in its being
(1) the husband had no right to donate conjugal property to
against the Constitution.
Liguez; and (2) because the donation was tainted with illegal
Phil Banking Corp vs Lui She
causa or consideration, of which the donor and donee were
Justina Santos and her sister Lorenza were the owners of a
participants.
piece of land in Manila. The sisters lived in one of the houses
SC reversed CA decision.
while they leased the other house to a Chinese named Wong
Doctrine: SC held that the CA erred in applying the pari
Heng and his family. When Lorenza died with no other heir,
delicto rule in this case. Both parties to donation here not
Justina became the sole owner of the property. As she was
having equal guilt; there had been no finding that Liguez had
then already about 90 years, Wong was her trusted man,
full knowledge of the terms of the bargain entered into by and
trusting him with receiving rentals for her other properties
between Lopez and her parents. Moreover, the rule that
and paying for her other expenses. In grateful
parties to illegal contracts will not be aided by the law should
acknowledgement, Justina entered into a number of contracts
also be understood as barring the parties from pleading
with Wong (a lease covering more than the current portion
illegality of the bargain either as a cause of action or as a
occupied by Wong, a contract of option to buy leased
defense. Thus, the heirs of Lopez cannot set up this plea, as
premises payable in ten years, another contract extending the
Lopez himself, even if he were living, had no right to such
lease term to 99 years, and another fixing the term of the
pleading.
option to 50 years).
The right of the husband to donate community property is
This petition was filed alleging that the contracts were
strictly limited by law. However, donation made in
obtained by Wong “through fraud, misrepresentation,
contravention of the law is not void in its entirety, but only in
inequitable conduct, undue influence and abuse of
so far as it prejudices the interest of the wife, whether
confidence…” and the Court was asked to cancel the
donation is gratuitous or onerous.
registration of the contracts.
Rellosa vs Gaw Chee Hun
TC rendered decision declaring all of the contracts null and
Petitioner Dionisio Rellosa sold to Gaw Chee Han a parcel of
void except for the first contract of lease. Both parties
land together with the house erected thereon situated in
appealed.
Manila. The vendor remained in possession of property under
SC modified TC’s decision in that it also declared the first
a contract of lease. Alleging that the sale was executed
contract of lease as null and void along with the rest.
subject to the condition that the vendee (Chinese) would
Doctrine: SC cancelled the contract of lease in this case not
obtain the Japanese Military Administration’s approval, and
on the basis of it allegedly being contrary to the expressed
that even if said condition was met, the sale would still be
will of one of the contracting parties (Santos’), rather it was
void under article XIII of the Constitution, the vendor prayed
voided because of its illegal causa. Based on the testimonies
for annulment of the contracts of sale and lease. Defendant
gathered, the contracts were entered into in an effort to
answered the complaint putting up the defense of estoppel
circumvent the Constitutional prohibition against the transfer
and that the sale was binding not being contrary to public
of lands to aliens. It became clear that the arrangement was
policy, law and morals. TC declared the contracts valid and
a virtual transfer of ownership whereby the owner divests
binding and dismissed complaint. CA affirmed decision in toto.
himself in stages not only of the right to enjoy the land, but
The SC sustained that the sale in question was indeed
also of the right to dispose of it—rights the sum total of which
entered into in violation of the Constitution, what’s left to be
is ownership. Thus, this illicit purpose became the illegal
determined is, can petitioner have the sale declared null and
causa rendering the contracts void.
void and recover the property considering the effect of the
Francisco vs. Herrera
law governing rescission in contracts? SC answered in the
Eligio Herrera Sr., father of respondent is the owner of two
negative. The sale in question is null and void, but plaintiff is
parcels of land. Petitioner Julian Francisco brought from said
barred from taking the present action under the principle of
land owner the first parcel, and later on, also the second.
pari delicto.
page 56
REVIEWER
Contending that the contract price was inadequate, the to PBAC. PBAC found Paircargo as the most qualified to
children of Herrera tried to negotiate to increase the purchase undertake the project. Sometime after this determination,
price. When Francisco refused, the Herreras filed a complaint Paircargo incorporated with PIATCO. AEDC, along with a slew
for annulment of sale alleging that the sale was null and void of other petitioners, filed with the RTC Pasig a petition to
on the ground that at the time of sale, Eligio Sr was declare the 1997 Concession Agreement between the
incapacitated to give consent to the contract because he was Government and PIATCO null and void for being contrary to
afflicted with senile dementia, characterized by deteriorating the Constitution, the BOT (Build-Operate-Transfer) Law and
mental and physical condition. its Implementing Rules and Regulations.
TC, later on affirmed by CA, declared the contract to be null SC declared the assailed agreement as void for being contrary
and void, ordered Francisco to return the lots in question and to public policy. A close comparison of the draft Concession
the Herreras to return to the former the purchase price paid. Agreement attached to the Bid Documents and the 1997
Francisco appealed, contesting that the CA erred in Concession Agreement reveals that the documents differ in at
completely ignoring the basic difference between a void and least two very important respects. While the Court concedes
merely voidable contract. Issue before the SC thereby is: that a winning bidder is not precluded from modifying certain
whether the assailed contracts of sale are void or merely provisions of the contract bidded upon, such changes must
voidable and hence capable of being ratified. not constitute substantial or material amendments that would
SC reversed the CA decision, the assailed contracts are only alter the basic parameters of the contract and would
voidable and were in fact ratified, therefore valid and binding. constitute a denial to the other bidders of the opportunity to
Doctrine: A void or inexistent contract is one which has no bid on the same terms
force and effect from the beginning. These are of two types: Doctrine: It is inherent in public biddings that there shall be
(1) those where one of the essential requisites as provided for fair competition among the bidders. Any contract that
by Art 1318 is wanting; circumvents this concept shall be declared null as being
(2) those declared to be so under Art 1409. contrary to public policy.
By contrast, a voidable or annullable contract is one in which III. NATURAL OBLIGATIONS
the essential requirements for validity under Art 1318 are 1. Definition
present, but vitiated. Such contracts may be rendered Natural obligations are those based on equity and natural law,
perfectly valid by ratification, which can be express or which are not enforceable by means of court action, but
implied. which, after voluntary fulfillment by the obligor, authorize the
Art 1327 provides that insane or demented persons cannot retention by the oblige of what has been delivered or
enter into contracts, But, if ever they do, the legal effect is rendered by reason thereof. In other words, they refer to
that the contract is voidable or annullable as provided for in those obligations without sanction, susceptible of voluntary
Art 1390. Hence, the contract in above case is merely performance, but not through compulsion by legal means.
voidable. Ratification in this case is implied and consisted in 2. vs Civil Obligations
Eligio’s children receiving payments on behalf of their father
Natural Obligations Civil Obligations
and their non-immediate filing of an action for reconveyance
as in fact they only filed it after Francisco did not agree to Basis Equity and natural law Positive law
them increasing the purchase price. Enforceability Not enforceable by court Enforceable by
Agan, Jr. vs Philippine International Air Terminals Co., action action
Inc. 3. vs Moral Obligations
Petitioner seek to prohibit the Manila International Airport
Natural Obligations Moral Obligations
Authority (MIAA) and the Dept of Transportation and
Communications (DOTC) from implementing contracts and Existence of juridical tie There exists a juridical tie No juridical
agreements executed by the Philippine Givernment through between the parties not whatsoever.
the DOTC and the MIAA and the Phil Intl Air Terminals Co., enforceable by court
Inc (PIATCO). action.
DOTC engaged the services of Aeroport de Paris (ADP) to Effect of fulfillment Voluntary fulfillment Voluntary fulfillmen
conduct a comprehensive study of the Ninoy Aquino Intl produces legal effects not produce legal
Airport (NAIA) and determine whether the present airport can which the courts which the courts re
cope with the traffic development up to 2010. A group of recognize and protect. and protect.
business leaders formed Asia’s Emerging Dragor Corp (AEDC) 4. Example
to explore the possibility of investing in the construction and One example would be the one that is regulated in Art 1424
operation of a new airport terminal. AEDC submitted an of the NCC. According to this article, when a right to sue upon
unsolicited proposal to the Government through DOTC/MIAA an obligation has lapsed by extinctive prescription, the obligor
for the development of NAIA International Passenger Terminal who voluntarily performs the contract cannot recover what he
III (NAIA IPT III). A committee called the Prequalification Bids has delivered or the value of the service he has rendered.
and Awards Committee (PBAC) was constituted by the DOTC IV. TRUSTS
for the implementation of the NAIA IPT III project. A What is a trust?
consortium headed by People’s Air Cargo and Warehousing 1. Trust is a legal relationship between one person
Co., Inc. (Paircargo), among others, submitted their proposal having an equitable ownership in property and another person
page 57
REVIEWER
owning the legal title to such property, the equitable EXPRESS TRUSTS
ownership of the former entitling him to the performance of Formalities Re Express Trusts:
certain duties and the exercise of certain powers by the latter  Express trusts are to be written for enforceability and
(Tolentino) not for validity as to between the parties; hence, by analogy,
1. It is the right to beneficial enjoyment of property, can be included under the Statute of Frauds.
the legal title of which is vested in another. It is a fiduciary
 By implication, since the article applies to immovable
relationship concerning property which obliges the person
property only, trust over personal property on oral agreement
holding it to deal with the property for the benefit of another
is valid and enforceable between the parties.
(Paras).
Characteristics of a Trust (Paras)  3rd Persons—trust must be made in a public
1. It is a fiduciary relationship. instrument and REGISTERED in the Registry of Property, if it
2. Created by law or agreement. concerns Real Property.
3. Where the legal title is held by one, the equitable How an Express Trust is Created:
title or beneficial title is held by another. 1. By conveyance to the trustee by an act inter vivos or
Trust distinguished from Guardianship or Executorship: mortis causa (as in a will).
2. By admission of the trustee that he holds the
 In a trust, the trustee or holder has LEGAL title to
property, only as a trustee.
the property.
3. Clear Intent—there must be a clear intention to
 A guardian, administrator or executor does not have. create a trust.
Trust distinguished from a Stipulation Pour Autrui 4. Capacity—The trustor must be capacitated to convey
 A trust may exist because of a legal provision or property (hence, a minor cannot create an express or
because of an agreement; a stipulation pour autrui can arise conventional trust of any kind).
only in the case of contracts. 5. Administration of the trust. The trustee must:
 A trust refers to specific property; a stipulation pour a. File a bond
autrui refers to a specific property or to other things. b. Make an inventory of the real and personal
Co-Ownership as Trust property in trust
 A Co-Ownership is a form of trust, with each co- c. Manage and dispose of the estate and
owner being a trustee for each of the others. faithfully discharge his trust in relation thereto, according to
CHAPTER 1 the law or terms of the trust as long as they are legal and
GENERAL PROVISIONS possible.
Parties to a Trust d. Render a true and clear account.
7. trustor or settler –he establishes the trust (may at e. Not acquire property held in trust by
the same time be the beneficiary) prescription as long as the trust is admitted.
8. trustee –hold the property in trust for the benefit of Effect if Trustee Declines
another  The trust ordinarily continues even if the trustee
9. beneficiary or cestui que trust –the person for whose declines. Why? The Court will appoint a new trustee unless
benefit the trust has been created. otherwise provided for in the trust instrument (Sec. 3, Rule
Elements of a Trust: 98, Rules of Court). A new trustee has to be appointed;
1. parties to the trust otherwise the trust will not exist.
2. the trust property or the trust estate or the subject  Beneficiary necessarily has to accept either
matter of the trust. expressly, impliedly or presumably. Acceptance is presumed if
Note: cf this with the ratio of the Mindanao Development the granting of benefit is purely gratuitous (no onerous
Authority v. CA & Ang Bansing case below condition).
 Express Trusts—created by the parties, or by How Express Trusts are ended:
intention of the trustor 1. Mutual agreement by all parties.
2. Expiration of the Term
 Implied Trusts—created by operation of the law; two
3. Fulfillment of the resolutory condition
kinds
4. Rescission or annulment
 Resulting trust (also bare or passive trusts) 5. Loss of subject matter of the trust
—there is intent to create a trust but it is not effective as an 6. Order of the court
express trust (cf Art. 1451). 7. Merger
 Constructive Trust—no intention to create a 8. Accomplishment of the purpose of the trust.
trust is present, but a trust is nevertheless created by law to CHAPTER 3
prevent unjust enrichment or oppression (cf 1456) IMPLIED TRUSTS
 The law of trusts has been much more frequently  Trusts are recognized only if they are not in conflict
applied in England and in the US than in Spain, so we may with the Civil Code, Code of Commerce, Rules of Court and
draw freely from American precedents in determining the Special Laws.
effects of trusts.  This is a resulting trust because a trust is intended.
CHAPTER 2
 Example:
page 58
REVIEWER
 A buys a piece of land from B. A 5. This is a constructive trust the purpose of the law to
pays the price so that he (A) may have the beneficial interest prevent unjust enrichment to the prejudice of the true owner.
in the land BUT the legal title is given to C. C is the trustee 1. Example:
and A is the beneficiary. 1. A owe’s B. To guarantee his debt, A sold her
parcel of land to B. Here, a trust is created. If A pays his debt
 This is again a resulting trust where the donee
when it becomes due, A may demand the resale of property
becomes the trustee of the real beneficiary.
to her.
 Example:
 This is a constructive trust and this article applies to
 A donated land to B. But it was any trustee, guardian or persons holding a fiduciary
agreed that B is supposed to have only 1/3 of the products of relationship (eg, an agent).
said land. There is a trust here and B is the trustee.
 Example:
 This is a constructive trust, the reason of the law
 An agent using his principal’s
being to prevent unjust enrichment.
money purchases land in his own name. He also registers it
 Example: under his name. Here, he will only be considered a trustee
 A wants to buy land from B but A and the principal is the beneficiary. The principal can bring an
has no money. So A asks C to pay for the land. The land is action for conveyance of the property to himself, so long as
then given in C’s name. This is supposed to be C’s security the rights of innocent third persons are not adversely
until the debt of A is paid. Here, an implied trust is created. C affected.
is a trustee and the beneficiary is A. When A has the money,  This is a constructive trust.
he may redeem the property from C and compel a 1. Example:
conveyance to A.  A was given a car by B although it
NOTE: This is not the same as mortgage. Mortgage is should have been given to C. A is considered merely a trustee
when A borrows money from C and A later buys land in of the car for the benefit of C.
his own name. A then executes a mortgage on the land NOTE: The mistake referred to in this article is one
in favor of C. This is not an implied trust. made my a third person, not one who is a party to the
Trust Receipts contract. If made by any of the parties, then no trusts
 Partakes of a nature of a conditional sale…the is created.
importer being the absolute owner of the imported DO TRUSTS PRESCRIBE?
merchandise as soon as he has paid its price; until the owner 5. Express trusts DO NOT. Implied Trusts—resulting
or the person who advanced payment has been paid in full, or trusts do not prescribe but constructive trusts do prescribe
if the merchandise has already been sold, the proceeds (see Salao v. Salao in the cases below)
turned over to him, the ownership continues to be vested in  This article applies whether it is real or personal
such person.” property. Even if it is oral evidence, said evidence must be
 This is a resulting trust for a trust is intended. trustworthy oral evidence, for oral evidence may be easily
fabricated.
 Example:
CASES
 A inherited a piece of land from his Salao v. Salao
father, but A caused the legal title to be put in the name of X, Facts:
a brother. Here a trust is impliedly established, with X as  Spouses Manuel Salao and Valentina Ignacio has 4
trustee and A as beneficiary.
children—Patricio (who died survived by son Valentin),
 This is a resulting trust in view of the intent to create Alejandra, Juan and Ambrosia. Spouses died leaving partition
a trust. of different fishponds to the three surviving children and
 Example: nephew Valentin.
 A group of Chinese wanted to buy  Main contention in this case is the Calunuran
a lot with a house on it to be used a clubhouse. The name of fishpond which the plaintiffs assert were co-owned by Juan,
the property was registered under only one of them. The Ambrosia and Valentin and that Juan and Ambrosia were just
registered owner leased the property, collected rents and holding in trust the part of Valentin. Plaintiffs here are the
when asked for accounting, refused to on account that he was heirs of Valentin against the heirs of Juan and
the owner. Nope, he is a mere trustee and is therefore Ambrosia. Plaintiffs say that they are enforcing a trust that
obliged render proper accounting. The beneficiaries are all Juan Salao violated.
members of the club. Issue:
 This is a resulting trust in view of the owner’s  WON there was a trust between Juan and Ambrosia
intention to create a trust. Salao with Valentin Salao?
 Example: Held:
■ A bought from B a parcel of land and it was 5. No, there was no trust—either express or implied
conveyed to A on A’s statement or declaration that he would (resulting and constructive trust)
hold it in behalf of C. Here, A is merely a trustee and C is the Ratio:
beneficiary.
page 59
REVIEWER
 A trust is defined as the right, enforceable solely on  WON defendants have acquired the property by
equity, to the beneficial enjoyment of property, the legal title acquisitive prescription?
to which is vested in another, but the word “trust” is Held: Yes
frequently employed to indicate duties, relations and Ratio:
responsibilities which are not strictly technical trusts. 5. The Friar Lands Act governs the sale of land to Pablo
 Not a scintilla of documentary evidence was Fabian wherein title of the land sold is reserved to the Gov’t
presented by the plaintiffs to prove that there was an express until the purchaser makes full payment of all required
trust over the Calunuran fishpond in favor of Valentin installments and the interest thereon. The equitable and
Salao. Purely parol evidence was offered by them to prove beneficial title really went to the purchaser the moment he
the alleged trust. Their claim that in the oral partition in 1919 paid the first installment and was given a certificate of
of the two fishponds was assigned to Valentin Salao is legally sale. Pending the completion of the purchase price, the
untenable—Article 1443—parol evidence cannot be used to purchaser is entitled to all the benefits and advantages which
prove an express trust. may accrue to the land as well as suffer the loss. He was
therefore the owner of the land and as such the legal rights to
 How about an implied trust? It was not proven by
the land passed onto his four daughters. Therefore, Silbina
any competent evidence. It is quite improbable because the and Teodora were just trustees of the land in question upon
alleged estate of Manuel Salao was likewise not satisfactorily the principle that if property is acquired through fraud, the
proven. The Court found it incredible that 47 hectares of person obtaining it is considered a trustee of an implied trust
Calunuran fishpond would be adjudicated merely by word of for the benefit of the person from whom the property comes.
mouth. The plaintiffs also never bothered (for nearly 40 6. However, laches may bar an action to enforce a
years) to procure any documentary evidence to establish their constructive trust such as the one in the case at
supposed interest or participation in the two bar. Defendants herein have been in possession of the land in
fishponds. Prescription and laches applies. question since 1928 up to present publicly and continuously
 There was no resulting trusts because there was under claim of ownership; they have cultivated it, harvested
never any intention on the part of Juan Salao, Ambrosia and and appropriated the fruits for themselves. The statute of
Valentin to create a trust—the registration of the fishpond limitations is within four years from the discovery of the fraud
were registered in the names of Juan and Ambrosia and was —this may start when they first registered the land (not
not vitiated by fraud or mistake. mentioned in the case when).
 Even if there was an implied trust, laches and 7. The court also used sec. 41 of Act 190 saying that 10
prescription has barred their action—they slept on their rights years of actual adverse possession by any person claiming to
(vigilanti prospiciunt jura or the law protects him who is be the owner for that time of any land or interest in land,
watchful of his rights). There was not mention of a period for uninterruptedly continued for ten years by occupancy,
laches or prescription to apply. descents, grants, or otherwise, in whatever way such
 Plaintiffs failed to measure up to the yardstick that a occupancy may have commenced or continued shall vest in
trust must be proven by clear, satisfactory and convincing every actual occupant or possessor of such land in full and
complete title.
evidence. It cannot rest on vague and uncertain evidence or
on loose, equivocal or indefinite declarations. 8. Plaintiffs’ action has prescribed and defendants have
acquired the land by acquisitive prescription.
Doctrine:
Doctrine/s:
 Prescription applies to constructive trusts. Parol 4. Prescription bars an action for constructive trusts—
evidence cannot be accepted in an express trust but can be within 4 years, and actual possession and occupancy of land
accepted in an implied trust if it is trustworthy. entitles one to acquire such land.
Fabian v. Fabian 5. Property gained through fraud is considered held in
Facts: trust (Art. 1456)
 Pablo Fabian bought Lot 164 from the Phil. Gov’t. He Bueno v. Reyes
died leaving four children who are the plaintiffs in this Facts
case. Silbina Fabian and Teodora Fabian, niece of Pablo  Francisco H. Reyes claimed property in Laoag as
Fabian, executed an affidavit saying that they are legal heirs belonging to him and his two brothers—Juan and Mateo
and as such a sale certificate was issued to them. In 1929, (defendants herein). Plaintiffs are the heirs of Jorge Bueno
they took physical possession of the land, enjoyed its fruits whom they say was the original owner. One of his children is
and from 1929 to present (1960), has been paying real estate Eugenia who was supposedly the wife of Francisco Reyes.
taxes thereon.  Francisco Reyes was entrusted to file an answer in a
 Plaintiffs filed this action for reconveyance averring cadastral proceeding in acquiring that certain property in
that the certificate of sale was gained through Laoag. He was entrusted with obtaining a title thereto for and
fraud. Defendants aver that Pablo did not really own the land in behalf of all the heirs of Jorge Bueno, including the wife
in question at the time of his death and the present action for Eugenia Bueno.
reconveyance has already prescribed.  Plaintiffs say that either in bad faith or by mistake,
Issue: Francisco Reyes filed an answer and obtained title to the
page 60
REVIEWER
property in his name and the defendant’s. Plaintiffs allege Ratio:

that they only have discovered these things this year.  While it may have been a constructive, implied trust,
 CFI and defendants proceeded on the theory that the its substance was substantially affected when Mariano
action for reconveyance was predicated on an implied trust Tamayo and Domantay executed a public instrument whereby
and as such, the action prescribes in 10 years (1936— Mariano explicitly acknowledged that his parents had sold to
Francisco Reyes acquired title on the land; 1962—time of the Domantay the parcel of land and stipulating that Domantay is
petition of reconveyance, total of 23 years). the absolute owner. This action made it an express trust
Issues: which is subsisting, not subject to the statute of limitations
 WON the trust was express or implied. WON the until repudiated, in which event the period of prescription
action for reconveyance has prescribed. begins to run only from the time of the repudiation. This took
Held: place in June 1952 when Mariano rejected Callejo’s
2. The trust was implied and remanded to lower court demand. Prescription does not attach since the action for
for further proceedings to determine whether there has been reconveyance was instituted a few days after the express
constructive notice. trust was repudiated.
Ratio Doctrine:
 The trust given to Francisco Reyes was supposed to  Express trusts do not prescribe unless repudiated in
be an express trust but it never materialized. This was an which event the period of prescription starts from the
implied trust arising by operation of the law. This was repudiation.
specifically a constructive trust since the allegation avers that Mindanao Dev’t Authority v. CA & Ang Bansing
the property was taken by mistake or fraud (Art. Facts
1456). Hence, prescription can supervene. Remember that an j. Francisco Ang Bansing owned a 300,000 sq.m. piece of
express trust is imprescriptible. Under Sec. 40 of the Old land in Davao wherein he sold part of it to Juan Cruz who
CivPro, action for recovery of property prescribes in 10 years. subsequently sold it also to the Commonwealth of the
Philippines. In the contract between Juan Cruz and Ang
 From what time should the prescriptive period
Bansing, it is stipulated that Juan Cruz will agree to work for
start? The cadastral proceeding where Reyes and his brothers
the titling of the entire area of land under his own expenses
obtained title thereto cannot be taken as constructive notice
and the expenses for the titling of the portion sold to him.
since it is an action in rem. Case remanded to trail court for
k. The President of the Philippines issued Proclamation no.
further proceedings to establish when the prescriptive period
459 transferring the ownership of certain parcels of lands in
started.
Davao to the Mindanao Dev’t Authority (MDA) subject to
Doctrine/s:
private rights, if any. MDA filed a complaint against Ang
5. Constructive implied trusts prescribe 10 years from
Bansing for reconveyance alleging that the stipulation in the
the time defendants are given constructive notice. Express
contract between Juan Cruz and Ang Bansing made Ang
trusts do not prescribe. Constructive notice can be the actual
Bansing a trustee thereby obligating Ang Bansing to deliver
registration of the land since this is a notice to the whole
the portion of land sold to Juan Cruz.
world.
l. Ang Bansing alleges that any ownership right over the
Tamayo v. Callejo
property has prescribes since it has already been 30 years.
Facts
m. CFI found that there was an express trust. CA says there
2. Mariano and Marcos Tamayo appealed from the
was no express trust.
decision of the CA granting the petition of Aurelio Callejo that
Issue:
a certain piece of land belonged to Callejo.
 WON there was an express trust created between Juan
3. Spouses Vicente and Cirila Tamayo owned a piece of
Cruz and Ang Bansing.
land in Pangasinan. Vicente died leaving to his sons the
Held: Nada
property (wife waived her portion). Before he died, he sold
Ratio:
part of the land to Domantay who in turn subsequently sold it
to Aurelio Callejo. When Mariano sold a part of his land to  Trusts are either express or implied. A trusts
someone and a surveyor went to check it out, the surveyor necessarily includes the following: (1) competent trustor and
was denied access by Callejo, saying that that part of the land trustee, (2) an ascertainable trust res, and (3) sufficiently
is his. Thus, this petition. certain beneficiaries.
4. Mariano Tamayo’s defense is that the land in dispute  The stipulation alluded to is nothing but a condition
is outside the perimeter of the certificate of title and he also that Ang Bansig shall pay the expenses for the registration of
alleged prescription. Tamayo argues that if the land bought his land and for Juan Cruz to shoulder the expenses for the
by Domantay was erroneously included in his certificate of registration of the land sold to him. The stipulation does not
title, then it created an implied trust between him and categorically create an obligation on the part of Ang Bansing
Domantay but the action for reconveyance has already to hold the property in trust for Juan Cruz.
prescribed in 10 years (1915—when title was issued to  There is no express trust as there was no
him; this case was instituted 1952). unequivocal disposition of property making himself a trustee
Issue: for the benefit of another. The intent to create a trust must
9. WON the action for reconveyance has prescribed. be definitive and particular.
Held: No
page 61
REVIEWER
 Even if we consider it as an implied trust, it has Using Ramos v. CA, the Court held that “if the purpose of the
already prescribed because more than 28 years has passed. payor of the consideration having title placed in the name of
Acton for reconveyance has prescribed. the another was to evade some rule of common or statute
Doctrine: law, the Courts will not assist the payor in achieving his
improper purpose by enforcing a resultant
 Trusts are created unequivocally and with the clear
intent to create a trust.
Tala Realty v. Banco Filipino Savings and Mortgage
Bank
Facts
2. Tala Realty Services is the absolute owner of several
parcels of land by virtue of a Deed of Sale executed between
Tala and respondent Bank. At issue here is one of those
parcels of land-the Bulacan property. On the same day that
Tala acquired the property, Tala and the Bank executed a
lease contract renewable in 20 years and subsequently
changed to 11 years, renewable for 9 years. After 11 years,
Tala reminded the Bank that the contract will expire soon and
negotiated for a renewable of the lease agreement.
3. There was no final agreement and in the end when
the Bank was not able to comply with the requirements of
Tala, Tala filed complaints for ejectment and/or unlawful
detainer.
4. The Bank’s defense story was that it undertook an
expansion program where they will buy a head office but if
they do so, they would exceed the limit of real estate
investment set by the General Bankings Act. To avoid the
limit set by law, they reduced their branch site holdings by
leasing instead of owning branch sites. Thus they entered into
a “warehousing agreement” with Tala wherein it is stipulated
that the properties will be reconveyed to the Bank at the
Bank’s demand or pleasure. This was not written in the
contract but the Bank was confident that Tala will honor this
agreement.
Issue:
 WON the conveyance of property was a trust under
the “warehousing agreement.”
Held: No
Ratio:
 It is clear that the Bank transferred ownership to
Tala when the former sold it to the latter. The Bank counters
that it was not really a sale because what Tala paid was
actually the advance rentals that the Bank gave to Tala and
therefore the contract should be understood as a
“warehousing agreement” whereby Tala holds the property
for the bank (just like a trust). Not meritorious.
 While there may have been a contract of sale and
lease back of the property which created an implied trust
“warehousing agreement” for the reconveyance of the
property, under the law, this implied trust is inexistent and
void for being contrary to law (the “warehousing agreement”
was meant to curtail the limitations set by the General
Bankings Act which prohibits a Bank from owning more than
the limit of real estate investment).
 An implied trust could not have been formed
between the Bank and Tala “where the purchase is made in
violation of an existing statute and in evasion of its express
provision, no trust can result in favor of the party who is
guilty of the fraud.
page 62

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OBLIGATIONS AND CONTRACTS

TITLE I – OBLIGATIONS (c) NEGATIVE OBLIGATION – the obligation not

1163. Every person obliged to give something is also

accessories, even though they may not have been

fulfillment of an obligation; NATURE OF Direct, Incidental to the

1181. In conditional obligations, the acquisition of 2 KINDS OF IMPOSSIBLE CONDITIONS:

When a conditional obligation is VOID – impossible conditions

one or of the other. debtor.

remainders;  When the obligation is ambiguous, it must be

a. Solidary Debtors, Joint Creditors

Batman and Robin jointly obliged themselves to deliver a

1. Any of the solidary debtors;

1221. If the thing has been lost or if the prestation has

delay, fraud or negligence on the part of one of the

PENALTY CLAUSE 1228. Proof of actual damages suffered by the creditor

wants to apply it to another debt, such creditor will proportionately.

1266. The debtor in obligations to do shall also be NOTE:

its delivery to the creditor, is found in the possession of  As to their effects

 Agreement of all parties 1. Essential elements – without which there is no contract;

conscience. most analogous nominate contracts, and by the

by law a right to represent him.  EXTRAORDINARY = peculiar to a

same. A simple mistake of account shall give rise to its

c. An opinion of an expert is like a statement of fact, and if SECTION 2. - Object of Contracts

the vendee for failure to meet the condition precedent, he is Ratio:

trademark. violates the reciprocity between the parties. It is not a

 Defense of the Statute may be waived; INCAPACITATED PARTIES

property in his name and the defendant’s. Plaintiffs allege Ratio:

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