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Obligations and

Contracts
Finals
Reviewer
For Oblicon under
Eduardo Labitag

Sir

Block C 2015,
editing and adding to Karichi Santos
(B2013) work
Gabriel Ruaro
Wretz Musni
Casiano Flores III
Kate Tuason
Elvin Salindo
Bettina Rayos del Sol
Aya dela Pea

Table of Contents
Title I. OBLIGATIONS ________________________________________________________ 1
Chapter I. General Provisions __________________________________________________ 1
SOURCES OF OBLIGATIONS, as found in Art. 1157. ____________________________ 3
CLASSIFICATIONS OF OBLIGATIONS _____________________________________ 7
Chapter II. Nature and Effects of Obligations ______________________________________ 8
KINDS OF PRESTATION _________________________________________________ 8
BREACH OF OBLIGATION ______________________________________________ 11
REMEDIES OF CREDITOR IN CASE OF BREACH ___________________________ 15
SUBSIDIARY REMEDIES OF CREDITOR ___________________________________ 17
EXTINGUISHMENT OF LIABILITY IN CASE OF BREACH DUE TO FORTUITOUS
EVENT ________________________________________________________________ 19
USURIOUS TRANSACTIONS _____________________________________________ 21
FULFILLMENT OF OBLIGATIONS ________________________________________ 24
TRANSMISSIBILITY OF RIGHTS __________________________________________ 24
Chapter III. Different Kinds of Civil Obligations___________________________________ 24
I.

Pure and Conditional Obligations _________________________________________ 24

II.

Obligation with a Period ________________________________________________ 31

III.

Alternative Obligations ________________________________________________ 35

IV. Joint and Solidary obligation _____________________________________________ 38


V.

DIVISIBLE AND INDIVISIBLE OBLIGATION ___________________________ 45

Chapter IV. Extinguishment of Obligations _______________________________________ 49


I.

Modes of Extinguishment _______________________________________________ 49

III. Loss or Impossibility ___________________________________________________ 58


IV.

Condonation or Remission _____________________________________________ 61

V.

Confusion or Merger of Rights ___________________________________________ 62

VII.

Novation __________________________________________________________ 67

Title II. CONTRACTS ________________________________________________________ 74


Chapter I. General Provisions _________________________________________________ 74
Chapter II. Essential Requisites of Contracts ______________________________________ 79
CONSENT _____________________________________________________________ 79
Chapter III. Form of Contracts ________________________________________________ 88
Chapter IV. Reformation of Instruments _________________________________________ 89

DEFECTIVE CONTRACTS _________________________________________________ 92


Chapter VI. Rescissible Contracts ______________________________________________ 92
Chapter VII. Voidable or Annullable Contracts ____________________________________ 95
Chapter VIII. Unenforceable Contracts __________________________________________ 98
Chapter IX. VOID OR INEXISTENT CONTRACTS _____________________________ 103
Title III. NATURAL OBLIGATIONS ___________________________________________ 111
Title IV. ESTOPPEL _________________________________________________________ 113
Title V. TRUSTS ____________________________________________________________ 115

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University of the Philippines


College of Law

OBLIGATIONS AND CONTRACTS


Professor Eduardo A. Labitag
2nd Semester, AY 2011-2012

Title I. OBLIGATIONS
Chapter I. General Provisions
Definition

Art 1156 Obligation is a juridical necessity to give, to do or not to do.

Concept

There arises a legal relation between two parties due to one of the 5 sources of obligation.

One party (the debtor) is bound to give something or perform some act.

The other party(the creditor) may demand that thing or that act from the debtor.
Obligatory relation in its totality
The juridical relation, created by virtue of certain facts, between two or more persons, whereby the creditor or obligee, may demand
of the debtor or obligor, a definite prestation.
Criticism of definition (Sanchez Roman):
It is one-sided and reflects only the debtors side of the agreement. In any obligation, the debtor has to give, to do, or not do.
However, there is also a corresponding imposition of definite conduct on the creditor. The latter is not mentioned in the definition of
obligation under Art 1156.
Elements of Obligation:
Personal Elements:
1. Active subject (Creditor/Obligee)

The party with the power to demand the prestation (obligee/creditor).


2.

Passive subject (Debtor/Obligor)


The party bound to perform the prestation.

TIP: In most obligations, the party designated with a name ending in or is the debtor, while the party designated with a name ending
in ee is the creditor. The obvious exception is creditor.
e.g. payor (debtor)/payee (creditor), bailor (debtor)/bailee (creditor).
Objective Element:
3. Prestation or Object

Not a thing, but a particular conduct of the debtor.


KINDS OF PRESTATION
a. TO GIVE-consists in the delivery of a movable or an immovable thing, whether to create a real right, or merely for some other
form of possession.
b. TO DO includes all kinds of work or services, whether mental or physical.
c. NOT TO DO- consists in abstaining from some act.
Question: Why is there no prestation NOT TO GIVE?
Because the prestation not to do includes the prestation not to give, as doing includes giving.
REQUISITES OF PRESTATION
i.
Physically and juridically possible
ii.
Determinate or at least determinable according to pre-established elements or criteria
iii.
Possible equivalent in money

Not only economic value

May also include value that the law may give it, e.g. moral damages
4. Efficient cause or juridical tie or vinculum juris

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Relation between obligor and oblige which is established:


o By law (e.g. relation of husband and wife giving rise to the obligation to support)
o By bilateral acts (e.g. contracts giving rise to the obligations stipulated therein)
o By unilateral acts (e.g. crimes and quasi-delicts)

5. Formnot essential for obligations per se, though certain kinds of obligations require it.
Distinction between Natural and Civil Obligation
NATURAL

CIVIL

As to enforceability

Not by court actions, but by good conscience of


debtor

Court action or coercive power of public


authority

As to basis

Equity and Natural Justice

Positive Law

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SOURCES OF OBLIGATIONS, as found in Art. 1157.
A. LAW [Ex-Lege]
Art 1158. Obligations derived from law are NOT PRESUMED. Only those expressly determined in this Code or in special laws are demandable, and shall be regulated by
the precepts of the law which establishes them; and as to what has not been foreseen, by the provisions of this book.

B.

Arise from the law itself.


Not presumed; only those expressly provided for in law are enforceable.
Agreement of the parties is not necessary e.g. tax collection, Art 448 and Art 488.

CONTRACTS [Ex-Contractu]

Art 1159. Obligations arising from contracts have the force of law between the contracting parties and should be complied with in good faith.

C.

Expresses principle of autonomy of will


Presupposes that contract is valid and enforceable. Otherwise, no obligation.
Also no obligation if the contract is not perfected, i.e there was no acceptance of the offer.
However, damages can be recovered when contract is not perfected if:
o Offer is clear and definite, leading offeree in good faith to incur expenses in expectation of entering into a
contract.
o Withdrawal of the offer must be without any illegitimate cause. If offeror:

Is guilty of fault or negligence, liability would be based on Art 2176 (quasi-delicts).

Is not guilty of fault or negligence, then the withdrawal was in abuse of a right; liability would be
based on Art 19(bad faith).

QUASI-CONTRACTS[Quasi Ex-Contractu]

Art 1160 Obligations derived from quasi-contracts shall be subject to the provisions of Chapter 1, Title XVII.
Art 2142 Certain lawful, voluntary and unilateral acts give rise to the juridical relation of quasi-contract to the end that no one shall be unjustly enriched or benefited at
the expense of another.

A Quasi-Contract is a juridical relation which arises from acts that are lawful, voluntary and unilateral.
Basic Concept: One party, who becomes the debtor, benefits from the voluntary acts of another, who becomes the creditor.
The creditor, having incurred costs or expended some effort, has the right to be reimbursed for the costs or effort.
Differentiated from the other sources of obligations:
o Unlike a crime/delict, the act giving rise to a quasi-contract is lawful.
o Unlike a quasi-delict, the act is voluntary, and not based on negligence or lack of foresight. Also, where in a
quasi-delict, the act leads to damage, in a quasi-contract, the act leads to benefit or enrichment.
o Unlike a contract, the act was entered into only by one party.

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Kinds of Quasi-contracts
1. Negotiorum gestio (officious management)
Art 2144. Whoever voluntarily takes charge of the agency or management of the business or property of another, without any power from the latter, is obliged to continue
the same until the termination of the affair and its incidents, or to require the person concerned to substitute him, if the owner is in a position to do so. This juridical
relation DOES NOT arise in either of these instances:
1) When the property or business is not neglected or abandoned
2) If in fact the manager has been tacitly authorized by the owner
Art. 2150. Although the officious management may not have been expressly ratified, the owner of the property or business who enjoys the advantages of the same shall
be liable for obligations incurred in his interest, and shall reimburse the officious manager for the necessary and useful expenses and for the damages which the latter
may have suffered in the performance of his duties.

Whenever a property or business is, without any express approval from the owner, managed or maintained by another
party, to the expense or damage of the latter, the owner must reimburse these expenses or damages.

2. Solutio indebiti (payment not due)


Art 2154 If something is received when there is no right to demand it, and it was unduly delivered through mistake, the obligation to return it arises.

When one receives something through a mistake, he must return it.

3. Other quasi-contracts (support given by strangers and other Good Samaritans )

The basic concepts of reimbursing someone for the benefits received, and of returning something that is not deserved are
embraced in these articles:
Art 2164 When, without the knowledge of the person obliged to give support, it is given by a stranger, the latter shall have a right to claim the same from the former,
UNLESS it appears that he gave it out of piety and without intention of being repaid.
Art 2165 When funeral expenses are borne by a third person, without the knowledge of those relatives who were obliged to give support to the deceased, said
relatives shall reimburse the third person, should the latter claim reimbursement.
Art 2166 When the person obliged to support an orphan, or an insane or other indigent person unjustly refuses to give support to the latter, any third person may furnish
support to the needy individual, with right of reimbursement from the person obliged to give support. The provisions of this article apply when the father or mother of a
child under eighteen years of age unjustly refuses to support him.
Art 2167 When through an accident or other cause a person is injured or becomes seriously ill, and he is treated or helped while he is not in a condition to give consent
to a contract, he shall be liable to pay for the services of the physician or other person aiding him, UNLESS the service has been rendered out of pure generosity.
Art 2168 When during a fire, flood, storm, or other calamity, property is saved from destruction by another person without the knowledge of the owner, the latter is bound
to pay the former just compensation.
Art 2169 When the government, upon the failure of any person to comply with the health or safety regulations concerning property, undertakes to do the necessary
work, even over his objection, he shall be liable to pay the expenses.
Art 2170 When by accident or other fortuitous event, movables separately pertaining to two or more persons are commingled or confused, the rules on co-ownership shall
be applicable.
Art 2171 The rights and obligations of the finder of lost personal property shall be governed by Articles 719 and 720.
Art 2172 The right of every possessor in good faith to reimbursement for necessary and useful expenses is governed by Article 546.
Art 2173 When a third person, without the knowledge of the debtor, pays the debt, the rights of the former are governed by Articles 1236 (recover what has been
beneficial to debtor) and 1237 (cannot compel creditor to subrogate payor in his rights).
Art 2174 When in a small community a nationality of the inhabitants of age decide upon a measure for protection against lawlessness
fire, flood, storm or other calamity, anyone who objects to the plan and refuses to contribute to the expenses but is benefited by the project as executed shall be
liable to pay his share of said expenses.
Art 2175 Any person who is constrained to pay the taxes of another shall be entitled to reimbursement from the latter.

D. ACTS or OMISSIONS PUNISHED BY LAW/CRIME/DELICTS [Ex-Delictu, Ex-Maleficio, Culpa Criminal]


Art 1161 Civil obligations arising from criminal offense shall be governed by the penal laws, subject to the provisions of Art 2177, and of the pertinent provisions of
Chapter 2, Preliminary Title on Human Relations and of Title XVIII of this Book, regulating damages.
Art 100, RPC Every person criminally liable for a felony is also civilly liable.

GENERAL RULE: Civil liability is a necessary consequence of criminal liability

Reason: Commission of crime causes not only moral evil but also material damage.

Art 12, RPC (Exempting circumstances); the ff. do not incur criminal liability but are NOT EXEMPT from civil liability:
1.
Imbecile or insane person, unless acting in a lucid interval
2.
Person under 15 years of age
3.
Person over 15 years of age and under 18, unless acting with discernment
4.
Acting under compulsion of an irresistible force
5.
Acting under impulse of an uncontrollable fear of an equal or greater injury

EXCEPTIONS (crimes without civil liability)


o Criminal contempt
o Gambling
o Traffic violations

Civil liability arising from Crime


o Governed by penal laws.
o Under the Rules of Court (Rule 111),

General Rule: Civil action for recovery of civil deemed instituted with the criminal action. Criminal
action bars separate civil action for the same offense.

Exceptions:

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Offended party reserves the right to institute it separately.


The law provides for an independent civil action before start of criminal action.
Also, the ff. are provided by the Civil Code:
o Obligations not arising from the act or omission claimed to be criminal (Art 31)
e.g. Payment of obligations incurred due to falsification
o Violations of constitutional rights and liberties of individuals (Art 32)
o Defamation, fraud or physical injuries (Art 33)
o Refusal or failure of members of police force to render protection to life or
property (Art 34)

Extent of Civil Liability


Art 104, RPC What is included in civil liability:
1. Restitutionthing itself is restored (Art 105, RPC)
2. Reparation of damage causedcourt determines amount of damage (Art 106, RPC)
3. Indemnification for consequential damagesnot only for the offended party but also those suffered by his family or
by a 3rd person by reason of the crime (Art 107, RPC)

Civil liability for crimes is extinguished in the same manner as other obligations.
Subsidiary Liability for Crime
1. Innkeepers, tavern keepers and any other persons or corporations shall be civilly liable for crimes committed in their
establishment, in all cases where a violation of municipal ordinances or some general or special police regulation shall have
been committed by them or their employees.
2. Also applicable to employers, teachers, persons and corporations engaged in any kind of industry for felonies committed by
their servants, pupils, apprentices or employees in discharge of their duties.
Liability of employers:
LIABILITY OF EMPLOYERS FOR ACTS OF EMPLOYEES
QUASI-DELICT (Art 2180, CC)

CRIME (Art 103, RPC)

Primary and independentcan be sued by the injured party. If


he has paid damages to such party, he can recover the amount
from his employee

Subsidiaryemployee must first be convicted and sentenced to pay


civil indemnity. Employee must then be shown insolvent so that
employer may be liable.

Employer can avoid liability by proving that he exercised the


diligence of a good father to prevent damage

Liability is absolute. Diligence is not a defense.

All employers, whether engaged in some enterprise or not, are


liable for the acts of their employees, including househelpers.

Employers liable only when he is engaged in some kind of business


or industry, and when the employee committed the crime during
the performance of the duty.

3 possible sources of liability for employers


1.
criminal action
2.
quasi-delict
3.
breach of contract
D.

QUASI-DELICTS [Quasi Ex-Delicto, Quasi Ex-Maleficio, Culpa Aquilana, Tort (common law)]

Art 1162 Obligations derived from quasi-delicts shall be governed by the provisions of Chapter 2, Title XVII of this Book and by special laws.
Art 2176 Whoever by act or omission causes damage to another, there being fault or negligence, is obliged to pay for the damage done. Such fault or negligence when there
is no pre-existing contractual relation between the parties, is called quasi-delict and is governed by the provisions of this Chapter.

BASIS: Undisputable principle of equity; fault or negligence cannot prejudice anyone else besides its author and in no case should its
consequences be borne by him who suffers the harm produced by such fault or negligence.

Man is responsible not only for his voluntary willful acts, executed consciously and intentionally but also for those acts
performed with lack of foresight, care and diligence, which cause material harm to society or to other individuals.
Test of Negligence:
Would a prudent man, in the position of the person to whom negligence is attributed, foresee harm to the person injured as a
reasonable consequence of the course about to be pursued?
ELEMENTS OF NEGLIGENCE

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a) Duty on the part of the defendant to protect the plaintiff from injury of which the latter complains
b) Failure to perform such duty
c) An injury to the plaintiff through such failure
KINDS OF NEGLIGENCE
1. Culpa aquilana or culpa extra-contractual

Negligence as a source of obligation, a quasi-delict.

Name derives from the Lex Aquilia of Rome.


2. Culpa contractual

Negligence in the performance of a contract

Technically not a quasi-delict, though it is a tort.

The true source of the obligation is the contract that is not performed due to negligence.
3. Culpa criminal

Criminal negligence
Question: ARE TORTS THE SAME AS QUASI-DELICTS ?
No. The term tort embraces all forms of negligence, while a quasi-delict covers only negligence that arises outside of a contract
(culpa aquilana)
Distinction between Culpa Aquilana and Culpa Contractual
CULPA AQUILANA (culpa extra-contractual)

CULPA CONTRACTUAL

Governed by Art 2176 to 2194

Governed by Art 1179 onwards

Negligence as a source of obligation

Negligence in the performance of a contract

Fault or negligence which constitutes an independent source of


obligation between parties not previously bound

Fault or negligence of the debtor as an incident in the fulfillment


of an existing obligation

Negligence of defendant should be the proximate cause of


damage if liability is to attach.

Distinction between Quasi-delicts and Crimes


AS TO
Nature of
violated

QUASI-DELICT
Private rights; wrong against the individual

Public right; wrong against the state

Condition of mind

Criminal intent is not necessary. Possible that there is


no criminal charge but only civil liability for damages
arising from quasi-delict

Criminal intent is necessary; without it, there can be


no crime.

Legal Basis
Liability

Actionable in any act or omission wherein fault of


negligence intervenes.

Not as broad as quasi-delict. Only punishable if there


is a penal law clearly penalizing it.

Always damages to injured party.

Certain crimes do not have civil liability. (see above,


under crimes)

Forms of Redress

Reparation of injury suffered by injured party

Fine (accruing to public treasury)


Indemnification or Imprisonment, or both.

Amount
evidence

Preponderance of Evidence

Beyond reasonable doubt

Can be compromised

Can never be compromised.

Liability
Damages

Compromise

right

CRIMES

of
for

of

NOTE: An obligation can arise from both crime and quasi-delict at the same time (e.g. physical injuries) BUT one can only recover
damage once.
Requisites of Liability under Quasi-Delicts

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1.
2.
3.

There exists a wrongful act or omission imputable to the defendant by reason of his fault or negligence
There exists a damage or injury
Direct causal connection or relation of cause and effect between the fault or negligence and the damage or injury OR that the
fault or negligence be the cause of damage or injury

DOCTRINE OF PROXIMATE CAUSE: such adequate and efficient cause as, in the natural order of events, and
under the particular circumstance surrounding the cause, would necessarily produce the event

NATURAL AND PROBABLE CAUSE: either when it acts directly producing the injury, or sets in motion other
causes so producing it and forming a continuous chain in natural sequence down to the injury.

CONCURRENT CAUSE: if two causes operate at the same time to produce a result which might be produced by
either independently of the other, each of them is a proximate cause.
On plaintiffs negligence:

When the plaintiffs own negligence was the immediate and proximate cause of his injury, he cannot recover
damages.

BUT if negligence is only contributory, the immediate and proximate cause of the injury is defendants lack of due
care, the plaintiff may recover damages, the courts shall mitigate the damages to be awarded (Art 2179)
Liability for fault of others - Obligation arising from quasi-delict is demandable not only for ones own acts or omissions, but also
for those of persons for whom one is responsible.
From Art. 2180:

Parents responsible for damages caused by minor children who live in their company.
o Includes special parental authority of schools, administrators and teachers (Arts. 218 and 219, FC), in which
case they will be principally and solidarily liable, while parents or guardians will be subsidiarily liable.

Defense for those with special parental authority: Exercise of proper diligence required under the
particular circumstances. (usually diligence of a good father)

Guardians liable for damages caused by minors or incapacitated persons under their authority and
who live in their company.

Employers liable for damages caused by their employees when the employee is acting within the
scope of their assigned tasks. (see chart for liability of employers, under Crimes, supra.)

State is responsible when it works through a special agent, but not when the damage caused by the
official to whom the task done properly pertains.
NEW SOURCES OF OBLIGATIONS, generally recognized by law although not included in the code:
1. Unjust enrichment (CC categorized under quasi-contract)
2. Unilateral declaration of will
3. Abuse of rights (CC categorized under quasi-delict)
CLASSIFICATIONS OF OBLIGATIONS
A.
1.

Primary Classification under the Civil Code

Pure and Conditional (Arts 1179-1192)

time of enforceability

PURE: demandable at once

CONDITIONAL: fulfillment or extinguishment depends upon a future and uncertain event (i.e. a condition)
i.
Presumed suspensive
2. Obligations with a Period (Art 1193-1198)

Time of demandability

With a PERIOD: its fulfillment or extinguishment depends upon a future and certain event
3. Alternative and Facultative (Art 1199-1206)

multiple objects/prestations

ALTERNATIVE: multiple prestations, all of which can be selected from; Debtor will perform one or some but not all,
dependent on a choice to be made, generally by the debtor, but possibly by the creditor.

FACULTATIVE: multiple prestations, but only one can be demanded at a certain time; There is a principal obligation, which
can be substituted by a substitute prestation at the choice of the DEBTOR.
4. Joint and Solidary (Joint and Solidary (Art 1207-1222)

multiple subjects , focuses on the tie that bonds the parties

JOINT: each can be made to pay only his share in the obligation

SOLIDARY: one can be made to pay for the whole obligation subject to reimbursement
5. Divisible and Indivisible (Art 1223-1225)

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6.

performance of the prestation, not to the thing which is object thereof, whether it can be fulfilled in parts or not
With a penal clause (Art 1226-1230)
accessory undertaking to assume greater liability in case of breach

B. Secondary Classification
1.
Legal (Art 1158) from law, Conventional (Art 1159) from contracts, or Penal (Art 1161) from commission of a crime
2.
(As to subject matter) Real (to give) and Personal (to do or not to do)
3.
(As to subject matter of obligation) Determinate and Generic
a.
Presumed determinate/specific
4.
Positive (to give, to do) and Negative (not to give, not to do)
5.
Unilateralonly one party bound to perform obligation, one debtor and one creditor (e.g. simple and remuneratory
donation, to give support), and
Bilateral/Reciprocal Obligations, emptio venditotwo parties are reciprocally bound thus debtor and creditor of each other (e.g.
purchase and sale, ease, letting and hiring)
*synallagmatic contractsperfectly reciprocal contracts
6.
Individualonly one subject and Collectiveseveral subjects
7.
Accessorydepends on the principal obligation e.g. pledge, mortgage; and
Principalmain obligation
8.
As to object or prestation
a.
Simpleonly one prestation
b.
Multipletwo or more prestations
i.
Conjunctiveall must be performed
ii.
Distributiveone or some must be performed
1.
Alternativemore than one prestation but one party may choose which one; several are due but only one must be fulfilled at
the election of the debtor
2.
Facultativemain prestation and a substitute prestation and it is the debtor who chooses; only one thing is due but the
debtor has reserved the right to substitute it with another
9.
Possiblecapable of being performed, either physically or legally, and
Impossiblephysically or legally incapable of being done
Question: Is it possible to have an obligation that is pure and conditional, with and without a period, joint and solidary, etc.
at the same time?
Yes. The different classifications are mutually exclusive from one another, so an obligation can be conditional and joint, for example. At
the same time, the possibility of an alternative obligation allows for all the kinds of obligation to co-exist in one obligation.
e.g.
A promises to pay B:
a.
P1000 if B graduates with honors,
b.
P500 when he turns 21,
c.
P1000 in 10 installments,
And so on.

Chapter II. Nature and Effects of Obligations


KINDS OF PRESTATION
A.

Obligation TO GIVE
SPECIFIC THING (determinate)
One that is individualized and can be identified or
distinguished from others of its kind.
Carries with it the accessory obligation to take care of the
specific thing.

GENERIC THING (indeterminate)


Indicated only by its kind, without being designated and
distinguished from others of the same kind.
Object due becomes determinable from moment of delivery

DUTIES OF THE OBLIGOR (Letters B-D are the accessory/incidental obligations)


a.
to deliver thing itself
Art 1244 Par 1 The debtor of a thing cannot compel the creditor to receive a different one, although the latter may be of the same value as, or more valuable than that
which is due.

Though upon agreement or consent of the creditor, the debtor may deliver a different thing or perform a different prestation
in lieu of that stipulatedDATION in payment (Art 1245) or OBJECTIVE NOVATION (Art 1291)
o Defects of the thing may be waived by the creditor if he so expressly declares OR
o With knowledge thereof, he accepts the thing without protest or disposes or consumes it. waiver of defect

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Accessory/Incidental Obligations
b.
to preserve thing with due care
Art 1163 Every person obliged to give something is also obliged to take care of it with the proper diligence of a good father of a family , UNLESS the law or the
stipulation of the parties requires another standard of care.

Why: the obligation to deliver would be illusory if the thing to be delivered were not to be maintained.
What kind of diligence: Generally, DILIGENCE OF GOOD FATHER OF FAMILY; elaborated in Art 1173
However, some situations call for extraordinary diligence, or the utmost diligence of a very cautious person, e.g.
contract of carriage

Failure to preserve the thingLiability for damages

BUT if due to FORTUITOUS EVENTS or FORCE MAJEURE Exempted from responsibility


c.

to deliver the accessions and accessories

Art 1166 Obligation to give a determinate thing includes that of delivering all its accessions and accessories , even though they may not have been mentioned.

- May be qualified by contrary intentions of the parties, e.g. exclude delivery of accession or accessory of the thing.
ACCESSIONS
Includes everything which is produced by a thing, or which
is incorporated or attached thereto, either naturally or
artificially.
Does not include fruits because Art. 1164 mentioned it
already.
Accesion continua which includes:
1.
Accesion natural, E.g. alluvion (soil that is carried
onto the land by runoff from rains)
2.
Accesion industrial, e.g building, plants.

ACCESSORIES
Those things which, destined for embellishment, use or
preservation of another thing or, more importantly, have
for their object the completion of the latter for which they
are indispensable or convenient.

d. to deliver the fruits


Art 1164 Par 1 The creditor has a right to the fruits of the thing from the time the obligation to deliver
it arises. However, there is no real right until the same has been delivered to him.

General Rule: Non nudis pactis, sed traditione domina rerum trasferentur:
The ownership of things is transferred not only by mere agreements but by delivery.

Therefore, in general, the creditor has a right to the fruits of the thing from the time the obligation to deliver it arises.
i.
However, the right to actually use or dispose the fruits, being a real right, cannot be exercised
until they have been delivered.
REAL RIGHTpower belonging to a person over a specific thing, without a passive subject individually determined, against whom
such right may be personally exercised
Gives to a person a direct and immediate power over a thing, which is susceptible of being exercised, not only against a
determinate person but against the whole world
E.g. rights of ownership and possession.
PERSONAL RIGHTpower belonging to one person to demand of another, as a definite passive subject, the fulfillment of a
prestation to give, to do or not to do.
CORRELATIVE RIGHTS OF THE OBLIGEE/CREDITOR
(from Sir Labitags diagrammatical outline)
1. Right to compel delivery
a. Fruits (both industrial and natural from the time obligation to deliver arises), accessions and accessories
b. No real right until delivery
i.
Before delivery, the relief is a personal action against debtor,
ii.
No right against the world
2. Right to rescission or resolution
3. Right to damages
a. Failure to deliver

FORTUITOUS EVENT extinguishes liability for


A. Nonperformance
B. Loss/deterioration of specific thing
Only before occurrence of suspensive condition, debtor is released from obligation to
deliver.
Only before occurrence of resolutory condition, creditor is released from obligation to
return the thing.
C. However, liability subsists if

Ruaro, Musni, Flores, Tuason, Salindo, Rayos del Sol, dela Pea |Page 10 of 119
-

Expressly Specified by Law

Art 1942 Bailee liable for loss (commodatum)

Art 2001 Act of a thief

Art 2147 Negotiorum gestio

Art 1993 Loss of deposit

Fraud or malice (bad faith)

Art 1165 Par 3 Delivers to two or more persons having different interest

Debtor already in delay when FE happened

Debtor guilty of concurrent negligence


o Although in this case, it is no longer a FE

Liability arises from criminal act except if debtor tenders thing and creditor
unjustifiably refuses to receive (Art 1268)
Stipulation to the contrary
Nature of obligation requires assumption of risk, e.g. insurance
Fraud
Negligence in performance
Delay or default
Any manner in contravention of the tenor of obligation
Thing to be delivered is generic (Genus cannot be extinguished)
GENERIC/INDETERMINATE THING
Art 1246 When the obligation consists in the delivery of an indeterminate or generic thing , whose quality and circumstances have not been stated , the creditor
cannot demand a thing of superior quality. Neither can the debtor deliver a thing of inferior quality. The purpose of the obligation and other circumstances shall be taken
into consideration.

Creditor may ask for compliance by 3rd person at debtors expense; action for substituted performance (Art 1165)
LIMITED GENERIC THING:
generic objects confined to a particular class, the class is considered in itself a determinate object

CORRELATIVE RIGHTS OF THE OBLIGEE/CREDITOR


(acc. To Sir Labitags diagram)
1. Right to ask for rescission or damages
2. Right to damages
i.
Failure to deliver
ii.
Fraud (malice or bad faith)
iii.
Negligence
iv.
Delay
v.
Contravention of tenor
(acc. to BarOps Reviewer 2008)
SPECIFIC THING
GENERIC THING
In case of breach of obligation, to recover damages, To ask for the performance of the obligation at the expense of the
compel specific performance, or both.
debtor.
Entitlement to fruits and interests from the time
obligation to deliver arises.
B.

Obligation TO DO

Art 1244 Par 2 In obligations to do or not to do , an act or forbearance cannot be substituted by another act or forbearance against the obligees will.

Exceptions:

With consent of creditor

Facultative obligations

Art 1167 If a person is obliged to do something fails to do it, the same shall be executed at his cost. The same rule may be observed if he does it in contravention of the
tenor of the obligation. Furthermore, it may be decreed that what has been poorly done be undone.

Reliefs available in case of failure to perform obligation to do:


(Note: all may be availed of in concurrence with damages)
1. Execution of obligation by 3rd party at the cost of the creditor in case of failure to perform.
2. Execution of obligation by 3rd party at cost of creditor when tenor of obligation is contravened.
3. To undo what has been poorly done.
4. To pay damages

Note: Some obligations, when breached, may only lead to indemnification for damages.

Obligations that require personal performance by the debtor (e.g. singers, painters)

Obligations that have become impossible due to the fault of the debtor (e.g. loss or impossibility)

Actions that when done, can no longer be undone by the creditor (e.g. poorly sung performance by Nora Aunor)

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Question: Why is there no action for compliance ?


Because such an action would constitute involuntary servitude which is prohibited by the Constitution (Sec 18 (2), Art. III), or at the
very least, the crime of coercion.
C.

Obligation NOT TO DO

Art 1244 Par 2 In obligations to do or not to do, an act or forbearance cannot be substituted by another act or
forbearance against the obligees will.

Strictest prestation
o
Even the slightest performance of what is not to be done is considered
o
Cannot be performed by delegate or agent
o
No default or delay
o
Must come with period

a breach of the obligation.

No legal accessory obligations arise (as compared to obligation to give)


Relief for breach of obligation not to do:

Art 1268 When the obligation consists in not doing, and the obligor does what has been forbidden him, it shall also be undone at his expense.

o
o

Obligation to be undone at his expense


Damages

BREACH OF OBLIGATION
Distinction between SUBSTANTIAL and CASUAL/SLIGHT breach
SUBSTANTIAL
Total
Amounts to non-performance
Basis for rescission and payment of damages

CASUAL
Partial
A part is performed
Gives rise to liability for damages

GENERAL RULE: Rescission will not be permitted for a slight or casual breach of the contract, but only for such breaches that are so
substantial and fundamental as to defeat the object of the parties in making the agreement.
Cases:
y Song Fo v Hawaiian Phils
y Velarde v CA
MODES OF BREACH
Art 1170 Those who in the performance of their obligations are guilty of FRAUD, NEGLIGENCE, or DELAY and those who in any manner CONTRAVENE THE
TENOR thereof, are liable for damages.

Question: What are the other forms of breach aside from those mentioned in the civil code?
1.
Absolute non-performance; while the other 4 forms of breach occur in the performance of the obligation, should there be no
performance at all, there would still be a breach in the obligation.
2.
Also, anticipatory breach; even before obligation becomes due, one party expresses that he will not be able to fulfill his
prestation.
1.
FRAUD (Dolo)
Concept-Fraud is the voluntary execution of a wrongful act, or a willful omission, knowing and intending the effects which
naturally and necessarily arise from such act or omission.

Deliberate and intentional evasion of the normal fulfillment of obligations

Any voluntary and willful act or omission which prevents the normal realization of the prestation, knowing and intending the
effects which naturally and necessarily arise from such act

Cannot cover mistake and errors of judgment made in good faith, ergo synonymous to bad faith (dishonest purpose or some
moral obliquity and conscious doing of wrong)

The element of INTENT and NOT the harm done is the test
KINDS OF FRAUD
1. Fraud in the performance (Art 1171)
2. Fraud in the execution/creation/birth of the contract
a. Dolo causante (Art 1344)
b. Dolo incidente (Art 1338)
FRAUD (Art 1171)
DOLO CAUSANTE (Art 1338)

DOLO INCIDENTE (Art 1344)

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WHEN
PRESENT
PURPOSE

During the performance of a preexisting obligation


Evade normal fulfillment of
obligation

During the perfection of a contract


Secure consent of another to enter
into contract

RESULT

Breach of obligation

Vitiation of consent; void contract

GIVES RISE
TO

Right in favor of creditor to recover


damages

Right of innocent party to claim


damages.

Secure consent of another, but


fraud was not the principal
inducement in the contract
Does not result in vitiation of
consent; voidable contract
Right of innocent party to annul

Cases:
y Woodhouse v Halili
y Geraldez v CA
Non-waiver of Future Fraud
Art 1171 Responsibility arising from fraud is demandable in ALL OBLIGATIONS. Any waiver of action for future fraud is VOID.

To permit such advance renunciations would practically leave the obligation without effect.
Allowing a waiver for future fraud would invite fraudulent acts after the obligation arises.
The law does not prohibit the renunciation of the action for damages on the ground of fraud already committed.

Effects of Fraud - Liability for damages, a crime or a quasi-delict (Art 1170)


2.

NEGLIGENCE (Culpa contractual)

Art 1172 Responsibility arising from negligence in the performance of EVERY KIND OF OBLIGATION is also demandable, but such liability may be REGULATED BY
COURTS, according to the circumstances.

Conceptabsence of due diligence


Art 1173 Par 1 The fault or negligence of the obligor consists in the omission of that diligence which is required by the nature of obligation and corresponds with the
circumstances of the persons, of the time and the place. When negligence shows BAD FAITH, the provisions of Art 1171 (responsibility arising from fraud) and Art 2201
Par 2 (responsible for all damages reasonably attributed to non-performance) shall apply.
Art 2201 Par 2 In case of fraud, bad faith, malice or wanton attitude, the obligor shall be responsible for all damages which may be REASONABLY ATTRIBUTED to
the non-performance of obligation.

STANDARD OF DILIGENCE REQUIRED:


That which the law or the obligation itself states.

Extraordinary diligence, or utmost diligence of very cautious persons

Art 1733 Common carriers


Art. 1733. Common carriers, from the nature of their business and for reasons of public policy, are bound to observe extraordinary diligence in the vigilance over the goods
and for the safety of the passengers transported by them, according to all the circumstances of each case.

Art 1744 Less than extraordinary diligence for carriers

Art. 1744. A stipulation between the common carrier and the shipper or owner limiting the liability of the former for the loss, destruction, or deterioration of the goods to a
degree less than extraordinary diligence shall be valid, provided it be:
(1) In writing, signed by the shipper or owner;
(2) Supported by a valuable consideration other than the service rendered by the common carrier; and
(3) Reasonable, just and not contrary to public policy.

Art 1998-2002 Inn keepers, hotel keepers

In the absence thereof, that which would be observed by a good father of the family (bonos paterfamilias, Art. 1173),
which means the diligence of an ordinary or average person.
Negligence a question of fact must be determined upon its particular facts and circumstances
Distinction between Culpa and Dolo
CULPA (Negligence)
Mere want of care or negligence, not the voluntariness of act or
omission
Liability may be mitigated by courts
Waiver for future negligence:
Valid if simple
Void if gross

DOLO (Fraud)
Willfulness or deliberate intent to cause damage or injury to
another.
Liability cannot be mitigated by courts
Waiver for future fraud void.

Distinction between Culpa Aquilana and Culpa Contractual (see table under Quasi-delict, supra.)
Different provisions apply to the two concepts, hence different legal effects.

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Question: Can certain kinds of negligence be tantamount to fraud ?
Yes. Gross negligence, or wanton negligence, where one party shows utter disregard for the obligation, is tantamount to fraud.
Cases:
y Gutierrez v Gutierrez
y Vasquez v Borja
Exemption from Liability for Negligence
1. INSURANCE: A party to a contract is relieved from the effects of his fault or negligence by a 3rd person.
2. Party to a contract renounces in advance the right to enforce liability arising from the fault or negligence of the other (waiver of
future negligence)
a. VOID if gross negligence
Stipulations exempting from liability for that amount to a fraud
b. VALID if simple negligence only
Cases:
y De Guia v Manila Electric Co
y US v Barias
y Sarmiento v Sps Cabrido
y Crisostomo v CA
Effects of Negligence
1. Damages are demandable, which the courts may regulate according to circumstances
2. Invalidates defense of fortuitous event
3.

DELAY (mora)

Concept non-fulfillment of obligation with respect to time


Art 1169 Those obliged to DELIVER or to DO something incur in delay from the time the OBLIGEE JUDICIALLY OR EXTRAJUDICIALLY DEMANDS
from them the fulfillment of their obligations.
However, the DEMAND by the creditor shall NOT be necessary in order that delay may exist:
1. When the OBLIGATION or LAW expressly so declares. When from the nature and the circumstances of the obligation it appears that the DESIGNATION OF THE
TIME when the thing to be delivered or the service is to be rendered was a controlling motive for the establishment of the contract
3. When demand would be USELESS, as when the obligor has rendered it beyond his power to perform

General Rule: No delay without judicial or extra-judicial demand.


Exceptions:
1.
When the obligation expressly declares, E. g. insertion of clauses without prior notice, without further notice, without
need for further demand.
2.
When the law expressly declares, e.g. Payment of taxes
a.
However, not enough merely to fix date for performance; must also state that default will immediately follow.
3.
Time is of the essence, e.g. delivery of tickets after show is finished, delivery of wedding dress after the day set for the
ceremony.
a.
Period is controlling motive or principal inducement for creation of obligation; Obligation would not have been created for a
date other than that fixed.
4.
When demand would be useless, e.g. singer who cannot perform on the night of a concert.
a.
Usually
1. Special qualification
2. Sold thing to another party
b.
Performance becomes impossible
i.
Caused by some act or fault of the debtor, or
ii.
Impossibility by fortuitous event, but debtor bound himself to be liable in case of such events.
5.
Reciprocal Obligations

General rule: No need for judicial or extrajudicial demand once one of the parties fulfills side of obligation.

No delay for either party if neither of them does not or is not ready to comply in a proper manner with what is
incumbent upon him.

However, once one of the parties fulfills his part of the obligation, delay by the other begins.
NOTE: There can only be delay in positive obligations (to give and to do) and not in negative obligations (not to give and not to do).
Kinds of Mora
a.
Mora solvendidefault on the part of the debtor which may either be:
EX RE referring to obligations to give
EX PERSONA referring to obligations to do

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REQUISITES OF MORA SOLVENDI


1. PRESTATION is demandable and already liquidated
- There can be no delay if the obligation is not yet due. There is no mora in natural obligations because performance is optional and
voluntary.
2. That the debtor delays performance
- Effects of mora only arise when the delay is due to the causes imputable to the debtor; hence there is legally no delay if this is caused
by factors not imputable to the debtor (e.g. fortuitous events)
3. That the creditor requires or demands the performance extrajudicially or judicially
- Mere reminder is not a demand because it must appear that the benevolence and tolerance of the creditor has ended.
WHEN DOES THE COMPUTING OF PAYMENT OF INTERESTS OR DAMAGES BEGIN ?
If extrajudicial: date of demand
If uncertain: date of filing of complaint (for purposes of computing payment of interests or damages)

Demand may be in any form, provided it can be proved. It is also generally necessary even if a period has been fixed in the
obligation.
Burden of proof of demand on the creditor.
Demand must refer to the prestation that is due and not another.
But even if without demand, debtor incurs in delay if he acknowledges his delay.
Request for extension of time for payment is not sufficient acknowledgement of delay. The acknowledgement must be
express.

Cases:
y Cetus Devt Corp v CA
y Santos Ventura Hocorma Foundation v Santos
y Vasquez v Ayala Corporation
Case:
y Abella v Francisco
b.

Mora accipiendidefault on the part of the creditor


Delay in the performance based on the omission by the creditor of the necessary cooperation, especially acceptance on his
part.
Generally, debtor can perform at any time after the obligation has been created, even before the date of maturity.
It is necessary however that it be lawful for the debtor to perform, and that he can perform (e.g. when the period is
established for the benefit of the creditor or both of the parties).

REQUISITES OF MORA ACCIPIENDI


1. Offer of performance by the debtor who has the required capacity
2. Offer must be to comply with the prestation as it should be performed
3. Creditor refuses the performance without just cause
*Special case when obligation to pay arises out of a crime.
Art 1268 When the debt of a thing certain and determinate proceeds from a criminal offense , the debtor shall not be exempted from the payment of its price, whatever
may be the cause for the loss, UNLESS the thing having been offered by him to the person who should receive it, the latter refused without justification to accept it.

Cases:
y Vda de Villaruel v Manila Motor Co
y Tengco v CA
c. Compensatio morae

Parties in a bilateral contract can regulate the order in which they shall comply with their reciprocal prestations. Otherwise,
the fulfillment must be SIMULTANEOUS and RECIPROCAL
GENERAL RULE: Fulfillment of parties should be simultaneous
EXCEPTION: Contrary stipulation (e.g. installment plans)
Case:
y Central Bank v CA
Effects of Mora
A. Mora solvendi (Delay in payment)

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1.
2.
B.
1.
2.
3.
4.
5.
6.

When it has for its object a determinate thing, the delay places the risk of the thing on the debtor
Debtor becomes liable for damages of the delay
Mora accipiendi (delay in acceptance)
Responsibility of the debtor for the thing is reduced and limited to fraud and gross negligence
Debtor is exempted from the risks of loss of thing, which automatically pass to the creditor
All expenses incurred by the debtor for the preservation of the thing after the mora shall be chargeable to the creditor
If the obligation bears interest, the debtor does not have to pay it from the moment of the mora
The creditor becomes liable for damages
The debtor may relieve himself of the obligation by the consignation of the thing

c.

Compensation morae (compensated delays)


1. Exceptio non adempleti contractus: one is not compelled to perform his prestation when the other contracting party is not yet
prepared to perform his prestation; default of one compensates the default of the other.

See discussion on delay in fulfillment of reciprocal obligations, supra.


Cessation of effects of mora
1. Renunciation by the creditor
a. Express
b. Implied: when after delay has been incurred, the creditor grants an extension of time to the debtor or agrees to a novation of the
obligation
2. Prescription
a. 10 years if written contract
b. 6 years if oral contract
4.
CONTRAVENTION OF TENOR

any illicit act which impairs the strict and faithful fulfillment of the obligation or every kind of defective performance.
(catchall provision)

Malicious or negligent violation of the terms and conditions stipulated in the obligation.

Must not be due to fortuitous event or force majeure, otherwise there would be no liability.

Immaterial whether or not the actor is in bad faith or negligent, what is required is that it is his fault or the act done that
contravenes their agreement.
Cases:
y Chavez v Gonzales (actually closer to fraud)
y Telefast v Castro (best example of contravention of tenor)
y Arrieta v NARIC
y Magat v Medialdea
5.

ABSOLUTE NON-PERFORMANCE
Debtor completely does not perform the obligation.
Worst form of breach.

6. ANTICIPATORY BREACH

Declaration by one of the contracting parties that he intends to repudiate his obligations in a contract before fully performing
them.

Effect is that the other party is released from his obligations and cannot be liable for not performing them.

Once one party commits anticipatory breach, he can no longer demand performance from the other party.
REMEDIES OF CREDITOR IN CASE OF BREACH
Primary Remedies:
1.
Action for performance (specific performance or obtain compliance)
2.
Action for damages (exclusively OR in addition to either of the first actions)
3.
Action for rescission
Subsidiary Remedies
1.
Accion Subrogatoria
2.
Accion Pauliana
3.
Other specific Remedies
A. ACTION FOR PERFORMANCE

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1. Action for specific performance (in obligation to give specific thing)


Art 1165 Par 1 When what is to be delivered is a determinate thing, the creditor, in addition to the right granted him by Art 1170 (indemnification for damages), may compel
the debtor to make the delivery .
ROC 39, Sec 10 Execution, satisfaction and effect of judgment.

Implies that the basis is a contractual relation between plaintiff and defendants.

2. Action for substituted performance (in obligation to give generic thing)


Art 1165 Par 2 If the thing is indeterminate or generic, he may ask that the obligation be

complied with at the expense of the debtor.

Delivery of anything belonging to the species stipulated will be sufficient.

Debtor cannot avoid obligation by paying damages if the creditor insists on the performance.
3. Action for substituted performance or undoing of poor work (in obligation to do)

Art 1167 If a person obliged to do something fails to do it, the same shall be executed at his cost .
This same rule shall be observed if he does it in contravention of the tenor of the obligation . Furthermore, it may be decreed that what has been done poorly be
undone .

The court has no discretion to merely award damages to the creditor when the act can be done in spite of the refusal or
failure of debtor to do so.

EXCEPTION: Imposition of personal force or coercion upon the debtor to comply with his obligation tantamount to
involuntary servitude and imprisonment for debt.
Cases:
y Chavez v Gonzales supra
y Tanguilig v CA
4. Action for undoing (in obligation not to do)
Art 1168 When the obligation consists in not doing, and the obligor does what has been forbidden him, it shall also be undone at his expense .

EXCEPTION: When the only feasible remedy is indemnification for the damages caused:

It has become impossible to undo the thing physically or legally

the act is definite and will not cease even if undone


B. ACTION FOR DAMAGES
Art 1170 Recoverable damages include any and all damages that a human being may suffer. Responsibility for damages is indivisible.

Kinds of Damages
1. Actual/Compensatoryoffsets actual injuries
a. Includes lost profits (lucre cessante)
2. Moraloffsets sleepless nights, anguish, etc.
a. Moral damages are typically not awarded for breach of contract.
3. Exemplary/Punitiveto punish;typically very high
4. Nominalvery small; typically just to show that you have indeed been injured
5. Temperatesomewhere between nominal and exemplary
6. Attorneys fees
C. ACTION FOR RESCISSION
(Tacit Resolutory Condition)
Art 1191 The power to rescind obligation is implied in reciprocal ones, in case one of the obligors should not comply with what is incumbent upon him. The injured
party may choose between FULFILLMENT and the RESCISSION of the obligation, with the payment of damages in either case. He may also seek rescission, even
after he has chosen fulfillment, if the latter should become IMPOSSIBLE.
The court shall decree the rescission claimed UNLESS there be a just cause authorizing the fixing of a period. This is understood to be without prejudice to the rights of
third persons who have acquired the thing, in accordance with Articles 1385 and 1388 and the Mortgage Law.
Art 1192 In case both parties have committed breach of obligation , the liability of the first infractor shall be equitably tempered by the courts. If it cannot be
determined which of the parties first violated the contract, the same shall be extinguished and each shall bear his own damages.

The remedy is alternative. Party seeking rescission can only choose one of fulfillment and rescission. There can be no partial
performance and partial rescission.

Only applies to reciprocal obligations, where there is reciprocity between the parties i.e. both parties are creditors and debtors
of one another in the same obligation.

Reciprocal obligations have a TACIT RESOLUTORY CONDITION.

Power to rescind :
o
Pertains to the injured partyparty who did not perform not entitled to insist upon the performance of the contract by the
defendant or recover damages by reason of his own breach
o
Rights of injured party subordinated to the rights of a 3rd person to whom bad faith is not imputable.
o
Not absolute, not permitted in casual/slight breach, may only be claimed in substantial breach (Song Fo v. Hawaiian

Ruaro, Musni, Flores, Tuason, Salindo, Rayos del Sol, dela Pea |Page 17 of 119
Philippines)
o
Rescission requires judicial approval to produce legal effect
o
EXCEPTION: object is not yet delivered AND obligation has not yet been performed

If the obligation has not yet been performed: extrajudicial declaration of party willing to perform would suffice; can refuse to
perform if the other party is not yet ready to comply

If the injured party has already performed: cannot extrajudicially rescind IF the other party opposes the rescission (otherwise,
rescission produces legal effect).

In the case the other party impugns rescission, the court comes in either to:
a.
Declare the rescission as properly made
b.
Give a period to the debtor in which to perform
Effects of Rescission
1.
Extinguishes obligatory relation as if it had never been created, extinction has a retroactive effect. Equivalent to invalidate the
juridical tie, leaving things in their status before the celebration of the contract
2.
Mutual restitution
EXPRESS RESOLUTORY CONDITION: automatic resolution if one of the parties does not comply with his obligation. Often
found in insurance contracts. Its nature is a facultative resolutory condition (Taylor v Uy Tieng)
SUBSIDIARY REMEDIES OF CREDITOR
1 Accion Subrogatoria (subrogatory action) primary action for correction
Art 1177 The creditors after having pursued the property in possession of the debtor to satisfy their claims, may exercise all the rights and bring all the actions of the
latter for the same purpose, save those which are inherent in his person; they may also impugn the acts which the debtor may have done to defraud them.

Concept Action which the creditor may exercise in place of the negligent debtor in order to preserve or recover for the patrimony of
the debtor the product of such action, and then obtain therefrom the satisfaction of his own credit.
Step by step:
A debtor fails in the payment of his debt because he has become insolvent.
Moreover, he is negligent or malicious in his actions regarding the maintenance of the property available to fulfill the credit.
The creditor, in order to satisfy the debt, can go after the debtors property.
In order to get that property, he can exercise all the rights and bring all the actions that the debtor himself could have
exercised to attach and conserve his property.
He may also impugn any acts the debtor may have done to defraud him.

Previous approval of court is not necessary

EXTENT: Plaintiff entitled only to so much as needed to satisfy his credit, any balance shall pertain to the debtor.

Patrimony of the debtor (includes both present and future property) is liable for the obligations he may contract by being a
legal guaranty in favor of his creditors. Hence, he cannot maliciously reduce such guaranty.

Double function:
o
Conserving the patrimony of the debtor by bringing into it property abandoned or neglected by him.
o
Making execution on such property thereafter.
Rights of Creditors
1. Levy by attachment and execution upon all the property of the debtor, except such as exempt by law from execution.
2. Exercise all the rights and actions of the debtor, except such as are inherently personal to him
3. To ask for rescission of the contracts made by the debtor in fraud of their rights
REQUISITES OF ACCION SUBROGATORIA
1. Creditor has an interest in the right or action not only because of his credit but because of insolvency of the debtor.
2. Malicious or negligent inaction of the debtor in the exercise of his right or action of such seriousness as to endanger the claim of the
creditor.
3. The credit of the debtor against a third person is certain, demandable and liquidated

It is not essential that the creditors claim be prior to the acquisition of the right by the debtor
4. The debtors right against 3rd persons must be patrimonial, or susceptible of being transformed to patrimonial value for the benefit
of the creditor.

Patrimonial-property, whether present or future


EXCEPTIONS TO ACCION SUBROGATORIA
1. Inherent rights of debtor

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a.
Right to existence

Therefore, what he is receiving as support is also exempt.


b.
Rights or relations of a public character
c.
Rights of an honorary character
d.
Rights consisting of powers which have not been used

Power to administer e.g. debtor fails to have some property leased; the creditor cannot lease it out for him.

Power to carry out an agency or deposit


o
purely personal acts

Power to accept an offer for a contract


e.
Non-patrimonial rights e.g. action to establish the creditors status as a legitimate or natural child, action for legal separation
or annulment of marriage, and other rights arising from family relations
f.
Patrimonial rights not subject to execution e.g. right to a government gratuity or pension
g.
Patrimonial rights inherent in the persons of the debtor e.g. right to revoke a donation by reason of ingratitude, right to
demand the exclusion of an unworthy heir
Art 772 Only those who at the time of the donor's death have a right to the legitime, and their heirs and successors in interest may ask for the reduction or
inofficious donations
Those referred to in the preceding paragraph cannot renounce their right during the lifetime of the donor, either by express declaration, or by consenting to the
donation. The donees, devisees and legatees, who are not entitled to the legitime and the creditors of the deceased can neither ask for the reduction nor avail themselves
thereof.
Sec 13, Rule 39, Rules of Court
Sec. 13. Answer to third (fourth, etc.) party complaint. A third (fourth, etc.) party defendant may allege in his answer his defenses, counterclaims or cross-claims,
including such defenses that the third (fourth, etc.) party plaintiff may have against the original plaintiff's claim. In proper cases, he may also assert a counterclaim against the
original plaintiff in respect of the latter's claim against the third-party plaintiff.

Includes Garnishment of Credit

Action by which property or money owed the debtor is withheld from him and applied to the payment of his debt.

Attach corporeal property so that the insolvents debtor will not deliver it to the insolvent until a judgment has been passed
directing him to apply the payment to the insolvents debt.

Not a type of novation.


2 Accion Pauliana
Art 1177 they may also impugn the acts which the debtor may have done to defraud them
Art 1381 Par 3 Those undertaken in fraud of creditors when the latter cannot in any othermanner collect the claims due them. (Found under Rescissible Contracts)

Concept Creditors have the right to set aside or revoke acts which the debtor may have done to defraud them. All acts of the debtor
which reduce his patrimony in fraud of his creditors, whether by gratuitous or onerous title, can be revoked by this action.

Payments of pre-existing obligations already due, whether natural or civil, cannot be impugned by an accion pauliana.
REQUISITES OF ACCION PAULIANA
1. Plaintiff asking for rescission (subsidiary action) has a credit prior to the alienation, although it may be demandable later.
Credit must be existing at the time of the fraudulent alienation, although not yet due. But at the time of accion pauliana, the credit
must already be due because it presupposes a judgment and unsatisfied execution which cannot exist when the debt is not yet
demandable at the time the rescissory action is brought.

GENERAL RULE: Credit is prior to the alienation

EXCEPTION: Credit is after alienation but entitled to accion pauliana because of some prior right
a. Claims were acknowledged by the debtor after alienation, but origin of which antedated the alienation
b. Those who become subrogated, after the alienation, in the rights of a creditor whose credits were prior
to the alienation
2. Debtor has made a subsequent contract, giving advantage to a 3rd person.
3. Creditor has no other remedy but to rescind the debtors contract to the 3rd
person (last resort).

If property is transferred, must be registered, and must be transferred after debt arises.
4. Act being impugned is fraudulent

Presumption of fraud may be found in Art 1387 (gratuitous transfer without leaving sufficient funds for obligations OR
gratuitous transfers by a judgment debtor) (Badges of fraud, under Rescissible Contracts)
a. Fictitious/insufficient consideration
b. Conveyance is after suit is filed and while it is pending
c. Sale on credit by insolvent debtor
d. Evidence of insolvency or large indebtedness
e. Transfer of All or nearly all of debtor s property
f. Transfer is between father and son when some of above is present
g. Failure of vendee to take exclusive possession of the property

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TEST OF FRAUD: Whether the conveyance was a bona fide transaction or a trick and contrivance to defeat creditors or
whether it conserves to the debtor a special right; founded on good consideration or is made with bona fide intent.

5. 3rd person who received the property is an accomplice in the fraud


Cases:
y Khe Hong Cheng v CA
y Siguan v Lim
Distinction between accion subrogatoria and accion pauliana (Finals Question)
ACCION SUBROGATORIA
ACCION PAULIANA
Not essential that credit is prior to the acquisition of debtors Credit must exist before fraudulent act
right.
Intent to defraud creditors is not required
If contracts rescinded are onerous, there must be fraudulent
intent
No period of prescription
Prescription after 4 years of discovery of fraud.
3 Other specific remedies (Accion Derecta)
Art 1652 (Lessor-lessee, sublessor-sublessee)
E.G. IF LESSOR leases his house w/ 4 bedrooms for P20k
If lessee subleases the property for P10k per room P40k (allowed)
If lessee owes back rentals for the property, the lessor can directly claim from the sub lessees
Art 1729 Subcontracts (Owner-Contractor-Subcontractor)
-filing of direct action to the owner by the subcontractor, unless the owner already paid the contractor for the payment to be given to
the subcontractor
Art 1608 Pacto de Recto Sale (sale subject to repurchase)
-if vendor has not repurchased the property within the period given, his right is waived

conventional redemption could be used... if still within the period given, the original vendor with the right to repurchase
could sue directly the 2nd buyer whom the 1st buyer sold the property sold to legal redemption
Art 1893 Contract of Agency (principal-agent-substitute)
-read with Art 1892 (when agent could appoint substitute/subagent)
-substitute would also be liable to the principal for the acts of the agent (principal could directly sue him)
Question: Can a creditor, through an accion subrogatioria, file an accion pauliana?
Gabes answer: Yes.
Situation: A is the debtor of B. A becomes insolvent, so B has to go after As property. Among As property is a credit to C. However,
C also becomes insolvent, and tries to defraud A by donating his property to his son, who is also aware of his fathers plan.
B, through an accion subrogatoria, can bring any action that A could have brought in order to satisfy his claims, including acciones
pauliana.
Thus, B, acting as though he were A through an accion subrogatoria, can file an accion pauliana against C.
EXTINGUISHMENT OF LIABILITY IN CASE OF BREACH DUE TO FORTUITOUS EVENT
Art 1174 Except in cases expressly specified by law, or when it is otherwise declared by stipulation, or when the nature of obligation requires the assumption of risk, no
person shall be responsible for those events which could not be foreseen or which, though foreseen, were inevitable.

Concept of Fortuitous Event [Force Majeure, Fuerza Mayor, Caso Fortuito]


A.
Act of Godby nature e.g. earthquakes, storms, floods, epidemics, fires, etc; all human agencies excluded

Fortuitous events are not always acts of god. Certain acts of men are also fortuitous events.
B.
Act of Manby acts of man, e.g armed invasion, attack by bandits, governmental prohibitions, robbery, etc.; for as long as
that they have a force of an imposition which the debtor could not have resisted

Includes unavoidable accidents, even if there has been intervention of human element, provided that the fault or negligence
cannot be imputed to the debtor.
Requisites of Fortuitous Event
1. Cause of the unforeseen and unexpected occurrence or the failure of the debtor to comply with his obligation must be independent
of the debtors will.
2. Impossible to foresee the event which constitute the caso fortuito (ordinary) OR if it can be foreseen, must be impossible to avoid
(extraordinary)

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Impossible to foreseee.g. Coup detats, War, Earthquakes, Flash floods


Could be foreseen, but impossible to avoidtyphoons, when the object of the obligation was immovable, e.g.
building damaged due to flood.

However, if the event could have been foreseen, but the debtor had time to act so that he could have
avoided he loss of the obligation, it is not a fortuitous event.

E.g. typhoonobject was a (sorry) horse, but debtor did not move horse inside to protect
from floods. Horse drowns in a floodnot a fortuitous event.
3. Occurrence must be such as to render it impossible for the debtor to fulfill his obligation in a normal manner
4. Debtor must be free from any participation in the aggravation of the injury resulting to the creditor (no concurrent negligence)
Effect of CONCURRENT FAULT of the Debtor

When the negligence of a person concurs with an act of God in producing a loss, such person is not exempt from liability by
showing that the immediate cause of the damage was the act of God.

If he creates a dangerous condition or negligence although the act of God was the immediate cause, he cannot escape liability
for the natural and probable consequence thereof.

There must be NO fraud, negligence, delay or violation/contravention in any manner of the tenor of the obligation.

When the effect is found to be partly resulting from the participation of man, whether due to his active intervention or
neglect or failure to act, the whole occurrence is then humanized and removed from the rules applicable to the acts of God (NPC v CA
, the case of Welming and the exploding dam)
Cases:
y Juan Nakpil & Sons v CA
y Republic v Luzon Stevedoring
y Dioquino v Laureano
y Austria v CA
y NPC v CA
y Yobido v CA
y Bacolod-Murcia Milling v CA
y Philcomsat v Globe Telecom
Extinguishment of Liability
GENERAL RULE: No liability if there fortuitous events intervene
SPECIFIC APPLICATION:

Non performance

Delay

Loss and deterioration of a specific thing


o
o
o
o
o

Art 1189 Loss without the fault of debtor in suspensive condition


Art 1190 Loss without the fault of debtor in resolutory condition
Art 1194 Loss without the fault of the debtor in suspensive period
Art 1204 Loss of all alternative prestations
Art 1205 In alternative obligations, in case of loss of one alternative, creditor chooses from remainder

EXCEPTIONS:
a. Cases specified by law
Art 552 Par 2 Possessor in bad faith
Art 1165 Debtor s delay
Art 1942 Obligation of bailee in commodatum
Art 1268 Proceeds in a criminal offense
Art 1979 & Art 1993 Depositary
Art 2001 Act of a thief
Art 2147 Officious management
Art 2148 Negotiorum gestio
Art 2159 Accepts undue payment in bad faith
Art 1198 Loss of benefit to make use period
Art 1788 Partner converting partnership funds to own use

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b. Express stipulation by the parties
c. Assumption of risk
- The principle is based on social justice, an ethico-economic sensibility of modern society which has noted the injustices which
industrial civilization has created.
- Applies to all kinds of public services but limited to risks and events that are typical of the business concerned.
USURIOUS TRANSACTIONS
Art 1175 Usurious transactions shall be governed by special laws.
Art 1413 Interest paid in excess of the interest allowed by the usury laws may be recovered by the debtor, with interest thereon from the date of the payment.
Art 1961 Usurious contracts shall be governed by the Usury Law and other special laws, so far as they are not inconsistent with this Code.

INTERESTthe income produced by money in relation to its amount and to the time that it cannot be utilized by its owner. It can
either be moratory or compensatory.

MORATORYpaid in contractual obligations to pay a sum of money, either as price for the use of the money OR as
stipulated advanced determination of the damages due to the delay in the fulfillment of the obligation.
o
*mora = delay

COMPENSATORYinterests on obligations which have an extra-contractual or delictual origin


USURYcontracting for or receiving something in excess of the amount allowed by the law for the loan or forbearance of money,
good or chattels. It is also taking more interest for the use of money, goods or chattels or credits than the law allows.

No longer any usury. Usury Law has been repealed. However, courts may still reduce the rates of interest if they are
excessive.
CONCEPTS ON PAYMENT OF INTEREST (according to kind of obligation)
A.

Interest for the use or loan or forbearance of money, goods or credit

If no stipulation, no interest
o
No interest shall be due unless it has been expressly stipulated in writing (Art 1956)

If express stipulation (in writing, else not valid), but no rate mentioned,
o
Interest shall be 12% per annum (Sec. 2, Monetary Board Circular 905, 10 Dec. 1982)

If express stipulation and rate of interest agreed, the rate of interest shall not be subject to ceiling prescribed under
the Usury Law (Sec. 1, Monetary Board Circular 905, 10 Dec 1982)
B. Interest as damages for breach or default in payment of loan or forbearance of money, goods, credit

No stipulation
o
In case of DEFAULT , loan or forbearance shall earn legal interest, at the rate of 12% per annum from date of judicial
or extrajudicial demand, subject to Art 1169 (delay/mora)

With stipulation
o
Loan + stipulated interest, shall earn 12% per annum from date of judicial demand, even though obligation may be silent
upon this point (Art. 2212)
C. If obligation NOT consisting of a loan or forbearance of money, goods or credit is breached, e.g. obligation to give a thing, to
do, or not to do

Interest may be imposed at the discretion of court at the rate of 6% per annum

No interest adjudged on unliquidated claims or damages , until demand can be established with reasonable certainty.

After thus established with reasonable certainty, interest of 6% per annum shall begin to run from the date of judicial or
extrajudicial demand .

But if obligation cannot be established with reasonable certainty at time of demand, 6% per annum interest shall begin to
run only from date of judgment on amount finally adjudged by court.
D. When judgment of court awarding money becomes final and executory

Money judgment, according to A, B or C above, shall earn 12% per annum from finality of judgment until full payment

Considered as forbearance of credit (Eastern Shipping Lines vs. CA, 1994)


Monetary Board Circular # 905 lifting the interest rate ceiling vs. Art 2209
MB 905 Interest can now be charged as lender and borrower may agree upon. It shall not be subject to any ceiling prescribed under or pursuant to the Usury Law as
amended.
Art 2209 If the obligation consists in the payment of a sum of money , and the debtor incurs in DELAY , the indemnity for damages , there being no stipulation to
the contrary, shall be the payment of the interest agreed upon, and in the absence of stipulation, the legal interest, which is six per cent per annum.

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Cases:
y Eastern Shipping Lines v CA (see diagram on next page)
y Crismina Garments v CA
y Keng Hua Products v CA
y Security Bank v RTC Makati
y Almeda v CA
y First Metro Investment v Este del Sol

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SUMMARY OF INTEREST TO BE CHARGED
Interest as part of obligation for loan or forbearance of money, goods, Interest as damages for breach of loan or forbearance of money,
or credit
goods, or credit
No stipulation

No interest

Stipulation in writing, no
rate specified

12% per annum

12% per annum on principal, if in default, from date of judicial or


extrajudicial demand

Stipulation in writing, rate


specified

In accordance to stipulation

12% per annum, on both principal and stipulated interest, from date of
judicial demand

No ceiling on rate
After judgment becomes
final and executor

Total sum applicable in any of the cases above + 12% per annum from finality of judgment until full payment.

Interest as part of obligation NOT for loan or forbearance of money, goods, or credit
May be imposed at discretion of court at rate of 6% per annum
Unliquidated claims or damages

No interest can be adjudged

After liquidation of claims or damages established with reasonable certainty

6% per annum from date of judicial or extrajudicial demand

Claims or damages cannot be established with reasonable certainty

6% per annum from date of judgment finally deciding the amount to be


paid

After judgment becomes final and executory

Total sum applicable in any of the cases above + 12% per annum from
finality of judgment until full payment.

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FULFILLMENT OF OBLIGATIONS
See Chapter 4: Payment
Presumptions in payment of interests and installments
Art 1176 The receipt of the principal by the creditor, without reservation with respect to the interest, shall give rise to the presumption that interest has been paid.
The receipt of a later installment of a debt without reservation as to prior installments, shall likewise raise the presumption that such installments have been paid.

GENERAL RULE: If the debt produces interests, payment of the principal shall not be deemed to have been made unless the
interests have been covered.
PRESUMPTIONS are rebuttable by evidence
Not applicable to taxes
TRANSMISSIBILITY OF RIGHTS
Art 1178 Subject to the laws, all rights acquired in virtue of an obligation are transmissible, if there has been no stipulation to the contrary.

RULE: An instrument evidencing a credit may be transferred or assigned by the creditor to another and the transferee would be
considered in lawful possession of the same as well as of the credit, unless the contrary is shown.
EXCEPTIONS:

Not transmissible by their very nature e.g. purely personal rights

There is a stipulation of the parties that they are not transmissible


o Not easily implied but clearly established or at the very least, clearly inferable

Not transmissible by law

Chapter III. Different Kinds of Civil Obligations

I. Pure and Conditional Obligations


A.

PURE OBLIGATIONS:

Art 1179 Par 1 Every obligation whose performance DOES NOT depend upon a future or uncertain event OR upon a past event unknown to the parties is demandable
at once.

An obligation that

contains no term or condition whatsoever

is immediately demandable and

nothing would exempt that debtor from compliance therewith.


does not mean instantaneous compliance, as immediate demandability must be differentiated from fulfillment for which a
reasonable period may be granted
cancellation of period by mutual agreement of the parties or the nonfulfillment of the condition which resolves the period leads to
the obligation being a pure one.
Question: Why does Art. 1179 use or and not and, if the subject of the chapter is conditional obligations?
Because Art. 1179 defines pure obligations. Conditions are not the only future events that an obligation may rely upon for existence.
Periods are future and certain events, upon which the existence of obligations may rely. Thus, by using or instead of and, Art.
1179 excludes from the definition of pure obligations both conditional obligations and those with a period.
B.

CONDITIONAL OBLIGATIONS: That which is subject to a condition, a condition being defined as:

Any future and uncertain event upon which an obligation or provision is made to depend.
o Thus, the two elements of a condition are futurity and uncertainty.

Even though uncertain, it should be possible.

Must be imposed by the will of a party and NOT a necessary legal requisite of the act e.g. promise to give .

Donation propter nuptias if a person gets married is not conditional (DPN presupposes marriage).

Past event cannot be a condition because it is not a future and uncertain event, more properly called as basis ; although proof of
a past event may be a condition
o In the case of a past event unknown to the parties, what is uncertain is whether the past event really occurred or not.
CONCEPT:

The obligation can will arise, in the case of a suspensive condition, or be extinguished, in the case of a resolutory condition,
depending on whether or not a certain event happens.

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Art 1181 In conditional obligations, the acquisition of rights, as well as extinguishment or loss of those already acquired, shall depend upon the happening of the event
which constitutes the condition.

a TERM, compared to a condition, is not uncertain but must necessarily happen, like the death of a person

Determines the demandability of an obligation, while a condition determines the very existence of the
obligation

Kinds of Conditions
Note: If the kind of condition is not mentioned, it is presumed to be a positive, suspensive condition.
1. As to effect on obligation
Art 1181 Acquisition of right and extinguishment or loss of those already acquired
SUSPENSIVE

RESOLUTORY

When condition is
fulfilled

Obligation arises

Obligation is extinguished ;
For obligations with an indefinite period, the end point is up
to what was contemplated by the parties

When
condition
not fulfilled

Obligation does not arise; the juridical or


legal tie does not appear

Obligation no longer subject to resolution; tie of law is


consolidated, becomes absolute

Until it takes place

Obligation is a mere hope

The obligation continues, but over it hovers the possibility of


termination

Effect

Acquisition of rights

Extinguishment or loss of those already acquired

Also known as

Condition precedent/antecedent

Condition subsequent

Case:
y Gonzales v Heirs of Tomas
1.

SUSPENSIVE (condition precedent/antecedent): the obligation arises, but if the condition does not happen, obligation
does not come into existence
a. Thus, before the occurrence of the condition, all the creditor has is the right to expectation.

Retroactive effect when suspensive condition is fulfilledthe binding tie of conditional obligation is produced from the time
of perfection, not happening of condition.
When the condition is fulfilled, the debtor and the creditor are seen to have their corresponding rights and obligations beginning
not only from when the condition was fulfilled, but from when the obligation was perfected.
Case:
Coronel v CA
Basis:
Art 1187 The effects of a conditional obligation to give, once the condition has been fulfilled shall retroact to the day of the constitution of the obligation. Nevertheless,
when the obligation imposes reciprocal prestations upon the parties, the fruits and interests during the pendency of the condition shall be deemed to have been mutually
compensated. If the obligation is unilateral, the debtor shall appropriate the fruits and interests received, UNLESS from the nature and circumstances of the obligation it
should be inferred that the intention of the person constituting the same was different.
In obligations to do or not to do, the courts shall determine, in each case, the retroactive effect of condition that has been complied with.

Question: Who gets the fruits in an obligation?


OBLIGATION TO GIVE

OBLIGATION TO DO or NOT TO DO

Bilateral (reciprocal obligation)


deemed to have been mutually compensated
Unilateral
- debtor shall appropriate fruits and interests received, UNLESS there was a
different intention

Courts shall determine the retroactive effect of the


condition

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Question: Is it true, then, that the debtor will usually get the fruits anyway?
Yes, as can be seen in the table above, the debtor will receive the fruits; in a unilateral obligation, he shall appropriate them, while in a
bilateral obligation, the fruits are deemed compensated with the interests on the payment.
Follow-up question: Why is this the case? Isnt that unfair for the creditor?
No. It is recognition of the inchoate rights of the debtor, and protects the debtor from the unfair situation of another buyer claiming
the fruits through an absolute deed of sale before the fulfillment of the condition. The 2nd buyer has no right to any of the fruits
before delivery in good faith and without knowledge.
Follow-up question: Whats the use for the creditor?
It is also a defense against a 2nd buyer before the fulfillment of the condition, but this time not in good faith. If the condition is
fulfilled, the 1st vendee is preferred. In this way, he will not be liable to the 2nd buyer.

Until the fulfillment of a suspensive condition, creditor cannot enforce the obligation as his right then was merely
expectancy. However, upon happening, the debtor can be compelled to perform.

REASON FOR RETROACTIVITY: A condition is only an accidental element and not an essential element of the
obligation. The obligation had already arisen when the essential elements were all present, even though it does not truly exist until the
fulfillment of the condition. Thus, when the condition is fulfilled, rights and duties should be deemed as arising at the same time as
the obligation itself.

Contracts entered into PENDENTE CONDITIONE (before happening of suspensive condition)


o CREDITOR transfers his rights prior to happening of condition e.g. mortgage over the property to be delivered to
him. Effect: consolidates or makes effective the act performed.
o DEBTOR: cannot alienate or dispose the thing, if he does so, all such contracts are abrogated and cease to have any
effect upon happening of the suspensive condition. But because delivery transfers real right over the thing:
o 3rd person in good faith retains ownership; debtor becomes liable to creditor for damages.
o 3rd person is in bad faith may be compelled to deliver the thing to the creditor.

LIMITATIONS ON RETROACTIVITY (as dictated by justice and required by practicability or convenience):

loss of the thing by fortuitous event: debtor suffers the loss because he is still the owner

acts of administration before fulfillment not affected by retroactivity; however abuse of rights in guise of
administration are not allowed to defeat rights of creditor
usufructuary rights not within the principle of retroactivity of conditional obligations

Rights of creditor and debtor before fulfillment of condition


Art 1188 The creditor, may before the fulfillment of the obligation, bring the appropriate action for the preservation of his right.
The debtor may recover what during the same time he has paid by mistake in case of a suspensive condition.

1.
2.

No preference of credit is granted to the creditor; only allows him to bring proper action for the preservation of his rights.
Tolentino: actions for the creditors rights may have for their objects:
1. to prevent the loss or deterioration of the things which are the objects of the obligation by enjoining or
restraining acts of alienation or destruction by the debtor himself or by third persons
2. to prevent concealment of the debtors properties which constitute the guaranty in case of non-performance of
the obligation
3. to demand security if the debtor becomes insolvent
4. to compel the acknowledgment of the debtors signature on a private document or the execution of the proper
public documents for registration so as to affect third persons
5. to register the deeds of sale or mortgages evidencing the contract
6. to set aside fraudulent alienations made by the debtor
7. to interrupt the period of prescriptions
3.
PAYMENT BEFORE HAPPENING OF CONDITION: Debtor may only recover what he paid by mistake before
happening of suspensive condition, hence if condition has been fulfilled, he can no longer claim because of retroactivity of the
condition.
Sir Labitag says this is in acknowledgment of the inchoate right of the would-be creditor
- If the payment was for a determinate thing: accion reivindicatoria (for inexistent contracts)
- Otherwise (not a determinate thing): solutio indebiti
- If the payment was with knowledge of condition: implied waiver of condition and cannot recover
- If the payment was with knowledge but the condition did not happen: debtor can recover lest the creditor will be unjustly enriched.
- The law is silent as to whether fruits may be recovered like in Art 1195, but Tolentino says we can apply principle of solutio indebiti,
especially if creditor is in bad faith (knew that the debtor is paying before the suspensive condition has happened).
Sir Labitag says yes, though. It follows the same rules.
2.

RESOLUTORY (condition subsequent): extinguishes rights and obligations already existing

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If the condition does not happen, the rights are consolidated and become absolute in character
If the condition happens, there must be restitution.
Cases:
y Parks v Province of Tarlac
y Central Philippine University v CA
y Quijada v CA
2. As to cause or origin
Art 1182 When the fulfillment of the condition depends upon the sole will of the debtor the conditional obligation shall be VOID. If it depends upon chance or upon the
will of a 3rd person, the obligation shall TAKE EFFECT in conformity with the provisions of this Code.

Note: This provision refers to positive suspensive conditions.


POTESTATIVE: One which depends upon the will of one of the contracting parties; in the power of one of the parties to realize or
prevent.
KINDS OF POTESTATIVE CONDITION
1. Simple potestativepresupposes not only a manifestation of will but also the realization of an external act.
- On the part of the debtor: Does not prevent formation of valid obligation because it depends in part on contingencies over which
he has no control.
- E.g. Sale of a housewhile it depends on the will of the debtor, there are still external factors to consider, such as the presence of a
willing buyer, agreement as to price, etc.
2. Purely potestativedepends solely and exclusively upon the will
- Destroys the efficacy of the legal tie
- Effect if fulfillment of condition depends solely on the will of the debtor: VOID because it is a direct contravention of Art
1308 on mutuality of contracts and to do so is to sanction illusory conditions.
- If condition depends exclusively on the will of creditorVALID
- Applicable only to SUSPENSIVE and NOT to RESOLUTORY conditions
- Hence, resolutory potestative (facultative) conditions are perfectly valid, even if made to depend upon the obligor/debtor, because
the obligation is already in force.
Debtors promise to pay when he can is not a conditional obligation
Art 1180 When the debtor binds himself to pay WHEN his means permit him to do so, the obligation shall be deemed to be one with a period subject to the conditions of
Art 1197 (period was intended).

Creditor will have to ask the court to fix a period because an immediate action to enforce the obligation would be premature.
as opposed to an INDEFINITE PERIOD, the latter will surely arrive
This is valid because having money is the normal state of things. Stipulating such a condition implies that the debtor does not have
money at the time. Thus, eventually having the means to pay his debts is only a matter of time.
Case:
y Lim v CA
CASUAL: depends exclusively upon chance, will of a third person or other factors, and not upon the will of the contracting parties
Case:
y Naga Telephone Co, Inc v CA
MIXED: depends upon the will of one of the contracting parties and other circumstances, including the will of third persons
Cases:
y Osmena v Rama
y Hermosa v Longora
y Taylor v Uy Tieng Piao
y Smith Bell v Sotelo Matti
y Rustan Pulp and Paper Mills v IAC
y Romero v CA
3. As to possibility
Art 1183 IMPOSSIBLE CONDITIONS, those contrary to good customs or public policy and those prohibited by law shall annul the obligation which depends upon
them. If the obligation is DIVISIBLE, that part thereof which is not affected by the impossible or unlawful condition shall be valid.
The condition not to do an impossible thing shall be considered as not having been agreed upon.

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IMPOSSIBLE: may either be physical (contrary to the law of nature) or juridical (contrary to law, morals, good customs, and
public policy AND restricts certain rights which are necessary for the free development of human activity i.e. political rights, family
rights and constitutional rights and liberties e.g. condition not to change domicile, religion or contract marriage)
ILLICIT CHARACTER: determined not by the facts but by the effect upon one of the parties. Thus, the criteria is subjective. It is
not the act but the intention and its effect that determine the illicit character of the condition.
- Why? Impossibility of fulfillment implies he does not intend to be bound, thus the nullity of the promise.
Effect of Impossible Conditions

Annuls only obligations which are POSITIVE and SUSPENSIVE.

In the case of a negative impossible condition, it is considered as not written and the obligation is converted to a pure and
simple one.

Applies only to contracts and not to simple and testamentary donations and to testamentary dispositions.

Impossibility of condition must exist at the time of the creation of the obligation (not existence of a valid obligation
subsequently rendered impossible under Art 1266 on subsequent impossibility )

DIVISIBLE OBLIGATION: part not affected by impossible condition shall remain valid
GENERAL RULE: Impossible condition annuls the obligation dependent upon them
EXCEPTIONS:

Pre-existing obligation (condition became impossible after perfection)

Testamentary disposition

Divisible obligation (As to parts not affected by impossible condition)

Negative impossible things

Simple or remuneratory obligation


Case:
Roman Catholic Archbishop of Manila v CA
4. As to mode
POSITIVE (suspensive)
Basis: Art 1184 The condition that some event happen at a 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.

If there is no period fixed, the rule in Par 2 of Art 1185 is applicable. The intention of the parties is controlling, and the time shall
be that which the parties may have probably contemplated, taking into account the nature of the obligation.
NEGATIVE (suspensive)
Art 1185 The conditions that some event will not happen at a determinate time shall render the obligation EFFECTIVE from the moment the time indicated has elapsed
OR if it has become evident that the event cannot occur.
If no time has been fixed, the condition shall be deemed fulfilled at such time as may have probably been contemplated, bearing in mind the nature of obligation.
Art 1190: When the conditions have for their purpose the EXTINGUISHMENT of an obligation to give, the parties, upon the fulfillment of the said conditions, shall
return to each other what they have received.
In case of the loss, deterioration, or improvement of the thing, the provisions which with respect to the debtor, are laid down in the preceding article shall be applied to
the party who is bound to return.

LOSS, DETERIORATION or IMPROVEMENT pending happening of the condition


Art 1189 When the conditions have been imposed with the intention of SUSPENDING the efficacy of an obligation to give, the
following rules shall be observed in case of the improvement, loss or deterioration of the thing during the pendency of the condition:
If the thing is
1. Lost without fault of debtor: obligation extinguished
2. Lost through the fault of debtor: obliged to pay damages. A thing is lost when it:
a. Perishes
b. Goes out of the commerce of man (legal loss)cannot be with fault of debtor.
c. Disappears in such a way that its existence is unknown or it cannot be recovered
3. Deteriorates without fault of the debtor: impairment to be borne by the creditor
4. Deteriorates through the fault of debtor: creditor may choose between the rescission of the obligation and its fulfillment with
indemnity for damages in either case
5. Improved by its nature, time: benefits inure to the creditor
6. Improved at the expense of the debtor: no other right than that granted to the usufructuary

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Applicable only to obligations to deliver a determinate or specific thing. NO application to generic objects (genus never perishes).
Apply only in case suspensive condition is fulfilled.
General rule: The owner at the time of loss bears the loss.

Sales on credit: ownership dependent on delivery.

Sales for future delivery: ownership depends on payment

FOB shipping point: ownership passes once the shipment leaves the port of origin.

FOB destination: ownership only passes when the goods arrive.


EFFECTS OF EXTINGUISHMENT:
Art 1190: When the conditions have for their purpose the EXTINGUISHMENT of an obligation to give, the parties, upon the fulfillment of the said conditions, shall
return to each other what they have received.
In case of the loss, deterioration, or improvement of the thing, the provisions which with respect to the debtor, are laid down in the preceding article shall be applied to
the party who is bound to return.

Obligation to give: return what has been received


Obligations to do or not to do: Provisions of Art. 1187 (2) apply. The courts shall determine the effects of extinguishment
of the obligation.

LOSS

1. Perishes (physical loss)


2. Goes out of the commerce of man (legal loss)
3. Disappears in such a way that its existence is unknown or it cannot be recovered

DETERIORATION

Any reduction or impairment in the substance or value of a thing which does not amount to a loss. The
thing still exists at the time the condition is fulfilled, but it is no longer intact, OR is less than what it was
when the obligation was constituted.

IMPROVEMENT

Anything added to, incorporated in, or attached to the thing that is due.

only for specific things

Effect of loss or deterioration

Without
fault

debtors

With debtors fault

LOSS

DETERIORATION

Extinguished, unless there is a stipulation to the


contrary.
Mode of extinguishment - Art 1262 Par 1

Not liable for damage, creditor must accept the thing


in impaired condition

Liable for damages upon fulfillment of condition


Basis is failure to fulfill accessory obligations.

May demand the thing OR ask for rescission, in either


case, creditor may recover damages

Effect of improvement
MODE
By nature or time
(includes object becoming
rarer)

Inures to the benefit of the creditor by virtue of principle of retroactivity of conditional obligations.

At debtors expense

Only usufructuary rights; Governed by Art 579 (useful improvements or for mere pleasure, remove
without damage to property if possible) and Art 580 (set off the improvements he may have made
against any damage)

Thus, not entitled to reimbursement.

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Effect of prevention of the fulfillment of the condition by the obligor
Art 1186 The condition shall be deemed fulfilled when the obligor voluntarily prevents fulfillment.

CONSTRUCTIVE FULFILLMENT: a condition, which, although not exclusively within the will of the debtor, may in some way be
prevented by the debtor from happening.
REQUISITES:
a. ESSENTIAL: Intent of the obligor to prevent the fulfillment of the condition
b. Actual prevention of the compliance

Why? A party to a contract may not be excused from performing his promise by preventing the occurrence of the event
which would give rise to the obligation.
Also applicable to provocation of resolutory conditions
o
Debtor voluntarily causes resolutory condition to occur, thus extinguishing obligation.

Cases:
y Taylor v Uy Tieng Piao supra
y Herrera v Leviste
C.

RECIPROCAL OBLIGATIONS

Art 1191 The power to rescind obligation is implied in reciprocal ones, in case one of the obligors should not comply with what is incumbent upon him.
The injured party may choose between FULFILLMENT and the RESCISSION of the obligation, with the payment of damages in either case. He may also seek
rescission, even after he has chosen fulfillment, if the latter should become IMPOSSIBLE.
The court shall decree the rescission claimed UNLESS there be a just cause authorizing the fixing of a period.
This is understood to be without prejudice to the rights of third persons who have acquired the thing, in accordance with Articles 1385 and 1388 and the Mortgage Law.
Art 1192 In case both parties have committed breach of obligation, the liability of the first infractor shall be equitably tempered by the courts. If it cannot be determined
which of the parties first violated the contract, the same shall be extinguished and each shall bear his own damages .

Concept: RECIPROCITY arises from identity of cause and necessarily, two obligations are created at the same time. Each party is a
creditor and debtor of the other and they are to perform simultaneously.
Recognized implied or tacit resolutory condition imposed exclusively by law, even if there is no corresponding agreement
between parties
It is also called RESOLUTION

In fact, Sir Labitag says resolution is the proper term instead of rescission (see Chapter on rescission, Infra.)
Power to rescind is given to the injured party
Alternative remedies of injured party in case of breach: injured party should choose only one, cannot ask for partial rescission and
partial fulfillment
a. Action for Fulfillment
b. Action for Rescission: When fulfillment is no longer possible
Requisites for rescission
a. One of the creditors failed to comply with what is incumbent upon him
b. Obligor who performed chose rescission over fulfillment or performance is impossible
c. The breach is substantial so as to defeat the object of the parties in making the agreement
1. Thus, it will not be granted in slight or casual breach.
How made: Rescission requires judicial approval in order to produce legal effect
EXCEPTION: object is not yet delivered AND obligation has not yet been performed
If the obligation has not yet been performed: extrajudicial declaration of party willing to perform would suffice; can refuse to
perform if the other party is not yet ready to comply
If the injured party has already performed: cannot extrajudicially rescind IF the other party opposes the rescission (otherwise,
rescission produces legal effect). In the case the other party
impugns rescission, the court comes in either to:
a. Declare the rescission as properly made
b. Give a period to the debtor in which to perform
Effects of Rescission
1. Extinguishes obligatory relation as if it had never been created
a. Equivalent to invalidating the juridical tie, leaving things in their status before the celebration of the contract.
2. Mutual restitution

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Injured party can ask for damages for default because once the injured party complies, or is ready to comply with his obligation,
default starts.
Rescission Art 1380 Distinguished from Resolution Art 1191
Art 1191 Resolution

Art 1380 Rescission

Similarities

1. Presuppose contracts validly entered into and existing


Rescission v. Annulment: In the latter there is a defect which vitiates/invalidates the contract
2. Mutual restitution when declared proper

Who may demand

Only by a party to the contract

Party to the contract suffering lesion, Third parties


prejudiced by the contract

Grounds

Non-performance (tacit resolutory condition in


reciprocal obligation)

Various grounds of equity, mainly economic injury or


lesion

Scope of judicial
control

Court determines sufficiency of reason to justify


extension of time to perform obligation (whether
slight or casual breach)

Sufficiency of reason does not affect right to ask for


rescission (cannot be refused if all the requisites are
satisfied)

Kind of obligation
applicable to

Only to reciprocal

Unilateral, reciprocal, even when contract is fully


fulfilled

Character

Principal Remedy

Secondary/Subsidiary

Cases:
y Song Fo v Hawaiian Philippines
y Boysaw v Interphil Promotions
y UP v Delos Angeles
y De Erquiaga v CA
y Angeles v Calasanz
y Ong v CA
y Visayan Saw Mill v CA
y Deiparine v CA
y Iringan v CA
y Vda de Mistica v Sps. Naguiat
See also:
Art 1786 (Partnership) Every partner is a debtor of the partnership for whatever he may have promised to contribute thereto.
He shall also be bound for warranty in case of eviction with regard to specific and determinate things which he may have contributed to the partnership, in the same cases
and in the same manner as the vendor is bound with respect to the vendee. He shall also be liable for the fruits thereof from the time they should have been delivered,
without the need of any demand.
Art 1788 (Partnership) A partner who has undertaken to contribute a sum of money and fails to do so becomes a
debtor for the interest and damages from the time he should have complied with his obligation.
The same rule applies to any amount he may have taken from the partnership coffers, and his liability shall begin from the time he converted the amount to his own use.
(1682)
Art 1484 (Sales) In a contract of sale of personal property the price of which is payable in installments, the vendor may exercise any of the following remedies:
(1) Exact fulfillment of the obligation, should the vendee fail to pay;
(2) Cancel the sale, should the vendee's failure to pay cover two or more installments;
(3) Foreclose the chattel mortgage on the thing sold, if one has been constituted, should the vendee's failure to pay cover two or more installments. In this case, he shall
have no further action against the purchaser to recover any unpaid balance of the price. Any agreement to the contrary shall be void. (1454-A-a)
Art 1485 (Sales) The preceding article shall be applied to contracts purporting to be leases of personal property with option to buy, when the lessor has deprived the lessee
of the possession or enjoyment of the thing. (1454-A-a)
Art 1486 (Sales) In the case referred to in two preceding articles, a stipulation that the installments or rents paid shall not be returned to the vendee or lessee shall be valid
insofar as the same may not be unconscionable under the circumstances. (n)
RA 6552 Realty Installment Buyer Protection Act aka Maceda Law

II.

Obligation with a Period

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Art 1193 Obligations whose fulfillment a day certain has been fixed, shall be demandable only when that day comes.
Obligations with a resolutory period take effect at once but terminate upon arrival of the day certain.
A day certain is understood to be that which must necessarily come, although it may not be known when .
If the uncertainty consists in whether the day will come or not, the obligation is CONDITIONAL, and it shall be regulated by the rules of the preceding Section.
Art 1180 When the debtor binds himself to pay WHEN his means permit him to do so, the obligation shall be deemed to be one with a period , subject to the
provisions of Art 1197.

Concept
The obligation will either become due (suspensive period) or be extinguished (resolutory condition) when a certain day comes.
Though the exact date is not known, it is only a matter of time before it arrives.

Requisites of Period
1. Future
2. Certain
3. Possible
Period/Term vs. Condition
AS TO

TERM/PERIOD

Fulfillment

CONDITION

Event must necessarily come, whether known


beforehand OR at a time that cannot be
predetermined

Event is uncertain

No effect on the existence, but only on their


demandability or performance. Hence, does not
carry with it any retroactive effect

Gives rise to an obligation or extinguishes one


already existing

Time

Always in the future

May refer to past event not known to the parties

Will of the debtor

If dependent on will of debtor, merely empowers the


court to fix such period

If dependent solely on the will of the debtor, and


positive suspensive, void.

Influence
obligation

on

the

Kinds of Period/Term
1. As to effect
SUSPENSIVE (Ex die)
Art 1193 Par 1 Obligations whose fulfillment a day certain has been fixed, shall be demandable only when that day comes.

Must lapse before the performance of the obligation can be demanded. The obligation becomes due only upon
the arrival of the period.

RESOLUTORY (In diem)


Art 1193 Par 2 Obligations with a resolutory period take effect at once but terminate upon arrival of the day certain.

Period after which the performance must terminate. The obligation is valid until the arrival of the period.

2. As to expression
EXPRESS - when specifically stated
IMPLIED - when parties intended a period, but none is expressly stated
E.g. Art 1197 Par 3 (period has been contemplated by the parties), Art 1180 (promise to pay when able), or when a person undertakes
to do some work which can be done only during a particular season
3. As to definiteness
DEFINITE - refers to a fixed, known date or time.
INDEFINITENESS - event which will necessarily happen but the date of its happening is unknown. The period is not fixed or it is
not known when it will come.

The uncertainty of the date of occurrence in indeterminate period DOES NOT convert it into a condition, so long as there
is no uncertainty as to whether it will happen or not.

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E.g. death of a person, movable religious holidays (Holy Week), events in civil or political life (age of majority or becoming a
qualified voter)
Debtor promises to pay when able or little by little or as soon as possible

4. As to source
CONVENTIONAL/VOLUNTARY - stipulated by the parties
LEGAL - period fixed by law; various provisions in the CC e.g. Art 1682 lease of rural land and Art 1687 lease of urban land;
Franchise agreement in the Constitution (maximum of 25 years)
JUDICIAL - set by the courts in case of implied and indefinite periods (See: When courts may fix period)
Effect of Period

The period of prescription must be counted only from the date of maturity and not from the date of the obligation.

The obligor who alleges that the period has been extended has the burden of proving any extension of the period by
satisfactory evidence.
Suspension of period
If a fortuitous event supervenes, the obligor is merely relieved of the obligation to fulfill at that time, and does not stop the running
of the period, because it would in effect be an extension of the term of the contract. The amount of time during which the fortuitous
event took place cannot be deducted from the period stipulated.
Rules in case of loss, deterioration or improvement before arrival of period
Art 1194 In case of loss, deterioration or improvement of the thing before the arrival of the day certain, the rules in Art 1189 shall be observed.

Same as Art 1189


Applicable only if the obligation is to deliver a specific or determinate thing, and if the period is suspensive

Effect of loss or deterioration


LOSS

DETERIORATION

Without
debtors fault

Extinguished, unless there is a stipulation to the


contrary. Mode of extinguishment (Art 1262 Par 1)

Not liable for damage, creditor must accept the thing in


impaired condition.

With debtors
fault

Liable for damages upon arrival of period.

May demand the thing OR ask for rescission, in either


case, creditor may recover damages.

Effect of improvement
MODE
By nature or
time

Inures to the benefit of the creditor

At debtors
expense

Only usufructuary rights; Governed by Art 579 (useful improvements or for mere pleasure, remove if possible to
remove without damage to property) and Art 580 (set off the improvements he may have made against any damage)

Effect of payment in advance


Art 1195 Anything paid or delivered before the arrival period, the obligor being unaware of the period OR believing that the obligation has become due and demandable,
may be RECOVERED, with the fruits and interests.

Only applies to obligations to give


The action is only available before the arrival of the day certain. When the day certain comes, the obligor cannot recover.
Sir Labitag: If the creditor refuses, debtor will have to go to the court, but when judgment comes, the day certain has
already arrived. Thus, this action is useless. Poor him.
Good faith/bad faith of the creditor in accepting the premature payment is immaterial
Tolentino: Should be construed together with the provisions on solutio indebiti (Art. 2159, and Art.2160). Creditor in bad
faith (accepts payment knowing that the period has not yet arrive) shall pay interest, or be liable for the fruits. Creditor in
good faith is liable to restore the fruits and interests insofar as it benefited him.

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The same principle as regards fruits and interest is true for payment before happening of suspensive condition in Art 1188
Par 2
Fruits and interests not recoverable in these cases:
o Reciprocal obligation, where there has been premature performance by both parties.
o When the obligation is a loan on which the debtor is bound to pay interest
o When the period is exclusively for the benefit of the creditor, because the debtor who pays in advance loses
nothing
o If payment was with knowledge of the term, it cannot be recovered because it is considered as tacit waiver of the
benefit of the term (not only fruits and interest, but also principal)

Note Art 1197 Par 3 In every case, the court shall determine such period

as may under the circumstances have been probably contemplated by the parties . Once

fixed by the courts, the period cannot be changed by them.

Benefit of Period
1. For whose benefit and its effects
Creditor

May demand performance anytime, but not compelled to accept before period expires.
E.g. payment of interest, wants to keep his money safely invested instead of having it in his hands, protects himself from
sudden decline in purchasing power of the currency loaned

Debtor

May oppose a premature demand, but may validly pay any time before period expires
E.g. time to raise money

Both

Presumption in absence of stipulation or in case of doubt.


Before the expiration of the period, the debtor may not fulfill the obligation and neither may the creditor demand is
fulfillment without the consent of the other especially if the latter would be prejudiced or inconvenienced thereby.

Question: What is the benefit to the creditor of a period if there is no interest involved?
He may want to keep his money safely invested instead of in his own hands, or protect himself from a sudden decline in purchasing
power of the currency loaned. (see above)
2. Presumption for the benefit of BOTH the creditor and debtor
Art 1196 Whenever in an obligation a period is designated, it is presumed to have been established for the benefit of BOTH creditor and debtor, UNLESS from the tenor
of the same or other circumstances it should appear that the period has been established in favor of one or the other.

3. When debtor loses right to make use of period


Art 1198 The debtor shall lose every right to make use of the period:
1)
When after the obligation has been contracted, he becomes insolvent UNLESS he gives a guaranty or security for the debt;
2)
When he does not furnish to the creditor the guaranties or securities which he has promised;
3)
When by his own acts he has impaired said guaranties or securities after their establishment, and when through a fortuitous event they disappear, UNLESS he
immediately gives new ones equally satisfactory;
4)
When the debtor violates any undertaking in consideration of which the creditor agreed to the period;
5)
When the debtor attempts to abscond.

- Par 1: Insolvency need not be declared in an insolvency proceeding; it is enough that the debtor is in a state of such financial
difficulty that he is unable to pay his debts.
- Par 3: Impairment need not be total; disappear through fortuitous event must be total, used in the sense of loss
- Par 5: this is a showing of bad faith on the part of the debtor. Even a mere attempt to abscond is sufficient.
In cases provided in this article, the obligation becomes immediately due and demandable even if period has not yet expired; the
obligation is converted into a pure obligation.
When court may fix period
Art 1197 If the obligation does not fix a period, but from its nature and circumstance it can be inferred that a period was intended, the courts may fix the duration
thereof.
The courts shall also fix the duration of the period when it depends upon the will of the debtor.
The courts shall determine which period as may under the circumstances have been probably contemplated by the parties. Once fixed by the courts, the period cannot be
changed by them.

Periods may fix the period when:


1. It can be inferred that a period was intended; also INDEFINITE PERIOD
2. The period depends solely on the will of debtor.
Two steps in dealing with an indefinite period (from Sir Labitags lecture)

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1.
2.
-

III.

Make the indefinite period definite by asking for payment or making an extrajudicial demand
Make judicial demand, then ask the courts to fix the period.
No need to file two actions, just ask for two prayers to avoid multiplicity of suits: (1) fix period and (2) require the debtor to
comply on the fixed period (action for specific performance).
The 2-in-1 action discussed by Sir Labitag is actually contradictory with Tolentinos commentary. Tolentino, however, takes
note that the Supreme Court has held that such a technicality of filing two separate suits need not be adhered to when such
separate action would be a mere formality and would serve no purpose than to delay.

Alternative Obligations
plurality of objects/prestations

Classification of Obligations based on PLURALITY of Objects


1.
Conjunctive - the debtor has to perform several prestations; and obligation is extinguished only by the performance of
ALL of them.
2.
Disjunctive - one or some, but not all prestations must be performed to extinguish obligation
-

a.

ALTERNATIVE

Several objects are due, but fulfillment of one or some is sufficient, e.g. choice of 2 of 5 prestations.
Choice belongs to debtor UNLESS expressly granted to creditor.
All are principal prestations, but which ones need to be performed is not certain until the choice is made and
communicated by the party with the right to do so, usually the debtor.
All the prestations in the obligation have almost the same value but may differ in the type of prestation (i.e., to give, to do
and not to do).

b.

FACULTATIVE

Only one thing is due, but the debtor has the right to substitute it with another
Loss of that what is due as the principal object of the obligation will extinguish it
Choice is exclusive to the debtor
The value of the substitute may be less than or approximately equal to that of the principal
o
Absent indication that it is facultative, the presumption is that it is ALTERNATIVE because the creditor would be at a
disadvantage if it is facultative. Facultative obligations are never presumed.
ALTERNATIVE OBLIGATIONS
Concept

The debtor and creditor agree to a set of prestations, of which only one or some must be performed in order to extinguish
the obligation.

One of the parties, usually the debtor, must choose which one of the set must be performed.
Art 1199 A person alternatively bound by different prestations shall completely perform one of them.
The creditor cannot be compelled to receive part of one and part of the other undertaking.

E.g. A promises to give B a car, P1,000,000, or a lot. He can choose which one of the 3 he will give.
Right of choice
Art 1200 The right of choice belongs to the debtor, UNLESS it has been expressly granted to the creditor.
The debtor shall have no right to choose those prestations which are impossible, unlawful or which could not have been the object of the obligation.

Question: Can BOTH parties be given the choice? Why or why not?
Wretz Answer: Both parties cannot be given the choice at the same time. The effect would be as if there was no obligation agreed
upon at all, as, in essence, the debtor and creditor would have to agree to the prestation again.
Gabes Concurring and Dissenting Opinion: While I have no quarrel with Ms. Musnis answer, I think that a stipulation giving
either debtor or creditor the right to choose would be legal, though cumbersome. It would be a case of who can communicate his or
her choice to the other first.

This is converted to a SIMPLE obligation when the party entitled to the right of choice has communicated his chosen
prestation to the other party, OR when all other prestations except 1 (or more if the obligation requires the performance of 2+) were
lost.

Grant to creditor cannot be implied.

Choice may also be expressly entrusted by the parties to a third person.

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LIMITATIONS ON RIGHT OF CHOICE

Right to choose is indivisible: cannot choose part of one and part of the other (1199)

Cannot choose prestations which are impossible, unlawful or could not have been the object of the obligation (Art
1200, Par 2)
i. Presence of unlawful/impossible undertakings DOES NOT ANNUL the obligation even as an alternative
one if there are OTHER lawful and possible objects.
ii. Prestations which could not have been the object of the obligation: Prestations different from what the
parties intended and do not serve the purpose for which the obligation was contracted (e.g., future things,
an accident happens to the object)
Effect of notice of choice

The effect of notice of choice is to limit the obligation to the object or prestation selected, with all the
consequences which the law provides.

The obligation is converted to a simple obligation to perform the prestation chosen.

Once the selection has been communicated, it becomes irrevocable.


i. Otherwise, the other party will be exposed to damages arising from preparations already made
When notice produces effect
Art 1201 The choice shall produce no effect except from the time it has been communicated.

Notice of selection/choice may be in any form provided it is sufficient to make the other party know that election has been
made.

Orally

In writing

Tacitly may be done if the right of choice belongs to:

Debtor: performance of one with intent to discharge the obligation

Performance without the knowledge of the alternatives and the right to choose is NOT binding. Debtor can
recover because it is a payment of what is NOT due (law on QUASI-CONTRACT)

Creditor: acceptance of one of the prestations, or when he sues for the performance of one of them.

Any other unequivocal terms


Notice of selection may be given by / to a duly authorized representative
Unilateral declaration of will: Law does not require the other party to consent to the choice made by the party entitled to choose.

Only possible EXCEPTION: Debtor has chosen a prestation which could not have been the object of the obligation;
creditors consent thereto would bring about a novation of the obligation.
Person with right to choose CANNOT subject the prestation to a CONDITION/TERM unless the other party consents
thereto.
PLURALITY OF SUBJECTS

Joint: choice must be consented to by all, as none of them can extinguish the obligation alone.

Solidary: choice by one will be binding personally upon him, but not as to the others.
i. If the choice is considered prejudicial to the others, the others may sue him for damages.
Right to choose is not lost by the mere fact that the party entitled to choose delays in making his selection.

Sir Labitag: Substituted performance: when the debtor does not want to make a choice, creditor can ask the court
for a 3rd party (e.g. clerk of court, sheriff, or any other knowledgeable 3rd person) to choose.

Tolentino: creditors action in court and the subsequent judgment must be in ALTERNATIVE form (e.g., either A
or B, at the election of the debtor)
i. If execution issues and the debtor has not chosen, he is deemed to have WAIVED his right
ii. Following 1167 (execution at the debtors cost), creditor may enforce execution for ANY of the
prestations [NOTE: if justice and equity warrant, the debtor may be granted a PERIOD within which to
choose]
iii. Once judgment has been satisfied by execution of ANY, the debtor can no longer choose.

Effect of loss or impossibility of one or all prestations


1.

Right of choice belongs to the DEBTOR

Art 1202 The debtor shall lose the right of choice, when among the prestations whereby he is alternatively bound, only one is practicable.

Logical consequence of Art 1200, par 2

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Converted to a simple and pure obligation


The impossibility of the act must NOT be due to creditors acts where Art 1203 shall apply.
Can be due to a fortuitous event or to debtors fault but he will NOT be liable for damages.
Creditor cannot claim damages, because its the debtors call.

Art 1203 If through the creditors act, the debtor cannot make a choice according to the terms of the obligation, the latter may rescind the contract with damages.

Impossibility due to creditor


Based on the principles of justice: debtor may have wanted to choose that prestation rendered impossible by the creditor
Debtor can choose between:
perform any of the remaining prestations (NO damages)
rescind the contract + damages

Example: either to build a house on creditors residential lot OR construct a road. Creditor sells residential lot. Debtor can
either:
- construct the road, or
- rescind the contract and recover as damages whatever profits he may have realized if he had constructed the house

Art 1204 The creditor shall have a right to indemnity for damages when, through the fault of the debtor:
ALL THE THINGS which are alternatively the object of the obligation have been LOST, or
COMPLIANCE of the obligation has become IMPOSSIBLE.
The indemnity shall be fixed taking as a basis the VALUE of the last thing which disappeared, OR that of the service which last became impossible.
Damages other than the value of the last thing or service may also be awarded.

If ALL are lost due to fortuitous event: debtor incurs NO liability for damages; obligation is extinguished.

If the previous prestations became impossible because of a fortuitous event BUT the last was lost due to the debtors fault:
debtor is LIABLE for damages based on the value of the LAST prestation. (1204 applies)

If some of the prestations became impossible due to debtors fault BUT the last was lost due to a fortuitous event:

Sir Labitag: debtor incurs NO liability for damages; obligation is extinguished because it was already converted to a PURE
obligation.

Tolentino: debtor is liable based on the last prestation which became impossible through his fault because he diminished
the possibility of performance; had he exercised due diligence, the obligation could have been complied with despite the
fortuitous event.
2.

Right of choice belongs to the CREDITOR

Art 1205 When the choice has been expressly given to the creditor, the obligation shall cease to be alternative from the day when the selection has been
communicated to the debtor.
Until then, the responsibility of the debtor shall be governed by the following rules:
1. If ONE of the things is LOST through a fortuitous event, he shall perform the obligation by delivering:
that which the creditor should choose from the remainder, or
that which remains if only one subsists;
2. If the LOSS of ONE of the things occurs through the fault of the debtor, the creditor may claim:
any of those subsisting, or
the price of that which, through the fault of the debtor, has disappeared,
WITH a right to damages (NOTE: in either case because he should be liable for limiting the creditors choices);
3. If ALL the things are LOST through the fault of the debtor, the choice by the creditor shall fall upon the:
price of any one of them,
also with indemnity for damages.
The same rules shall be applied to obligations to do or not to do in case ONE, SOME OR ALL of the prestations should become IMPOSSIBLE.

Paragraph 2, item 2: Even if the creditor selected one of the subsisting prestations, he can still claim damages if proven,
such as when he already secured a more profitable contract with a buyer interested in the thing lost by the debtor.

In case of creditors DELAY in making his choice, the debtor will NOT incur in delay despite the definite PERIOD fixed
for performance. WHY? Because creditors inaction is considered waiver of the period.

Debtors duty to perform will arise only AFTER the particular prestation has been determined and the obligation is
converted to a simple one.

FACULTATIVE OBLIGATION
Art 1206 When only one prestation has been agreed upon, but the obligor may render another in substitution, the obligation is called facultative.
The LOSS or DETERIORATION of the thing intended as a substitute, through the negligence of the obligor, does not render him liable. BUT once the substitution has
been made, the obligor is liable for the loss of the substitute on account of his delay, negligence or fraud.

Concept

Only one prestation is due, but the debtor (only) has the right to substitute the principal obligation with another one.

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There is not a choice between the original and the substitute prestation; rather, only the original prestation is demandable
until it is substituted, at which point only the substitute prestation is demandable.

Whatever happens to the principal, happens to the obligation.


Whatever happens to the substitute does not affect the principal.
If the principal (e.g., to give a specific thing) is lost through the debtors fault, theoretically the obligation is extinguished.

In practice, if the debtor has not yet communicated his choice, he could still perform the substitute prestation
after simply informing the creditor that he chose it.

Examples:
- Debtors bound themselves to pay their indebtedness AND to deliver a mortgage on their property in case they fail to pay on the
date fixed.
- Debtor shall pay 60 days after date, or in case of emergency or war, 60 days after such emergency or war
Distinguished from Alternative Obligation
AS TO

ALTERNATIVE

FACULTATIVE

Contents of the
obligation

Various prestations, all of which constitute parts of


the obligation

Only the principal constitutes the obligation, the


accessory being only a means to facilitate payment

Nullity
prestation

Nullity of one prestation does not invalidate the


obligation which is still in force with respect to those
which have no vice

Nullity of the principal prestation (e.g. when the object


is unlawful or outside the commerce of man)
invalidates the obligation.

Creditor can choose from the remainder

Creditor cannot demand the substitute even when this


is valid.

Choice

Right to choose may be given to the creditor

Only the debtor can choose the substitute prestation

Effect of Loss
(fortuitous event)

Only the IMPOSSIBILITY OF ALL the prestations


due without fault of the debtor extinguishes the
obligation

Impossibility of the principal prestation is sufficient to


extinguish the obligation, even if the substitute is
possible.

of

Loss of substitute does not make debtor liable, unless


substitution has been made
Effect of Loss
(through fault)

Debtor not liable if other prestation still available.

Debtor is liable

If choice belongs to creditor, loss of one alternative


gives rise to liability

Loss of the substitute before substitution does not


render debtor liable

Effects of Substitution

Before the substitution is effected, the substitute is not the prestation that is due.

Before the substitution is effected, IF the substitute prestation becomes impossible due to the fault or negligence of
the debtorobligation is not affected, and he cannot be held for damages, even if he acts with bad faith in rendering
the substitute impossible.

From the time the debtor communicates to the creditor that he elects to perform the substitute prestation,
substitution is effective.
IV. Joint and Solidary obligation
plurality of subjects, the juridical tie that binds them

One prestation, multiple parties. Can be joint/solidary. The tie that binds multiple creditors/debtors among
themselves is relative to prestation.

Can have multiple prestations, too.

JOINT OBLIGATIONS

Concept Each of the debtors is liable only for a proportionate part of the debt, and each creditor is entitled only to a proportionate
part of the credit. Each creditor can recover only his share of the obligation and each debtor can be made to pay only his part. Sir
Labitag describes it as a thin plastic rope or string that binds the parties.
Joint - all multiple parties are tied together by plastic straw (thin tie, can be cut easily)

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Solidary - all multiple parties are bound by a big, steel cable (thicker, the interrelationship among the parties is more difficult to
separate)
Summary of Effects of Joint Obligation In laymans terms
For Debtors

Each debtor can only be made to pay his share of the obligation. Unless otherwise specified, he has an equal share to
all of his co-debtors.

The insolvency, rescission, fraud, etc. of one debtor does not affect the shares of the other debtors.

Likewise, the extinguishment of one share of the obligation only affects that particular debtor.
For Creditors

Each creditor may only demand his share of the obligation. Unless otherwise specified, it is equal with his co-debtors.

Any action a creditor may carry out to protect his share of the obligation neither benefits nor prejudices the other
creditors.

Requisites of Joint Obligations

1.
2.

Plurality of subjects
Determination of the shares in the demandability of the fulfillment of the obligation
Words used to indicate joint obligations

Mancomunada
Mancomunada Simple
Pro rata
We promise to pay used by two or more signers

Presumptions in Joint Obligations

Art 1207 The concurrence of two or more creditors or of two or more debtors in one and the same obligation does not imply that each one of the former has a right to
demand, OR that each one of the latter is bound to render entire compliance with the prestations. There is a SOLIDARY LIABILITY only when the obligation expressly so
states OR when the law OR the nature of the obligation requires solidarity.
Art 1208 If from the law, or the nature or the wording of the obligations to which the preceding article refers the contrary does not appear, the credit or debit shall be

presumed to be divided as many equal shares as there are creditors or debtors, the credits or debts being considered distinct from one another, subject to the Rules of
Court governing the multiplicity of suits.

Joint character is presumed (Jaucian v. Querol illustrates presumption of joint character.)


Equal shares, unless otherwise stipulated.
To be exact, this joint character generally means joint divisible. This means that the obligation is divided into as many parts as
there are debtors or creditors.
Joint divisible - the share of each co-debtor usually does not affect the shares of others. Each pays his own proportionate share
(need not be equally proportionate, a fraction will do.)
Defect in the obligation of one obligor or his insolvency is his own, does not affect others.
Effects of Joint Obligation
a. Extent of liability of debtor
1. Only with respect to his particular share in the debt
2. Vices of each obligation arising from the personal defect of a particular debtor or creditor do not affect the obligation or rights of
the others
3. The insolvency of a debtor does not increase the responsibility of his co-debtors nor does it authorize a creditor demand anything
more from his co-creditors
4. JOINT DIVISIBLE OBLIGATION: defense of res judicata is not extended from one debtor to another
Exception to general rule that one is not concerned with the shares of co-debtors
Co-debtor MAY CHOOSE to pay for his other co-debtor (not required). This is because he is interested in his own reputation or
business standing, as being tied with a non-paying debtor will also affect him. Association with bad debtors or odious association
(odious proprium) is a disadvantage. Standing in business community is stained. Co-debtor pays so he can borrow more money on the
strength of his face (CHARACTER LOAN - face, character, or name is the security of the loan). Co-debtor may also pay because of
his conscience or ego, but he is not forced because he has already paid his share.
b. Extent of right of creditor
1. Demand by one creditor upon one debtor produces the effects of default only with respect to the creditor who
demanded and the debtor on whom the demand was made, but not with respect to others

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2.

Interruption of prescription by the judicial demand of one creditor upon a debtor does not benefit the other
creditors nor interrupt the prescription as to other debtors

c. In case of:
Novation: Affects only the share of the joint co-debtor in whom the novation is created
Compensation: Affects only the share of the joint co-debtor in whom the compensation takes place
Confusion: Art 1277 Confusion does not extinguish a joint obligation except as regards the share corresponding to the creditor or
debtor in whom the two characters concur.
Remission: Benefits only the joint co-debtor in whom the remission is granted, only his obligation extinguished
Illustration of a joint obligation:
There are 3 joint creditors and 3 joint debtors. Obligation is 90 million.
How much will D1 pay if C1 demands from him? 10M.
The solution is to divide the entire 90M obligation among the three creditors to get how much each is entitled to demand from the
debtors. 90M (obligation) divided by 3 (total of creditors) = 30M. Each creditor is permitted to demand 30M from the debtors. 30M
(share of each creditor) divided by 3 (total number of debtors) = 10M. Each debtor must pay 10M to each creditor. Therefore, C1 can
only demand 10M from D1. He can demand another 10M from D2, and the last 10M from D3; thereby completing his entire share of
30M from demanding from all the debtors. C2 and C3 can collect their share in the same way to complete the whole 90M obligation.
Each share is distinct and separate. Each debtor is not liable for others. Whatever happens to him is his alone. If he becomes
insolvent, too bad for the creditors because the other debtors are not liable and the creditors are not entitled to demand more from
the co-debtors to compensate the amount owed by insolvent.
C1 cannot demand from D1 the entire obligation of 90M (unless the tie is solidary).
How much can each joint co-creditor demand from each joint co-debtor?
Sir Labitags magic shortcut formula (applicable only to joint liability on both sides)
# of debtors x # of creditors = divisor of the total amount of obligation. (applied in example above)

SOLIDARY OBLIGATIONS

Concept Each of the debtors is liable for the entire obligation, and each creditor is entitled to demand the whole obligation. Each
creditor may enforce the entire obligation and each debtor may be obliged to pay it in full. Sir Labitag describes it as a solid steel
cable that binds the parties.
Solidary obligations exist only by:
Stipulation of the parties
Law
Nature of obligation
Charge of condition is imposed upon legatees or heirs
Imputed by final judgment upon several defendants
Requisites of Joint Obligations
1. Plurality of subjects
2. Determination of the shares in the demandability of the fulfillment of the obligation
Words used to indicate joint obligations
Mancomunada solidaria
Joint and several
In solidum
I promise to pay followed by the signature of two or more persons
Individually and collectively
Effects of Solidarity in Obligations:
Debtors

They can be made to pay the entire obligation, even if they are not in the best position to do so among the creditors.

The default of one debtor is the default of all the debtors.

They can be made to pay by just one of the creditors, but can only pay to those who demand payment from them.

This does not take away from the ability of the debtors to communicate with one another the demand of the creditor,
in order to avoid default.

The full payment by one gives rise to the right of reimbursement by the others.

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Creditors

In the end, though payment can be demanded in full from one debtor, after reimbursement, each debtor really only
pays for his share.

They can demand the whole obligation from any one of the debtors, so long as the obligation is due for that debtor.
Though they can ask for more than partial payment, they usually accept it in practice. (Somethings better than
nothing)
The co-creditors, as mutual agents of one another, can do any act beneficial to the others. Such benefits carry over to
all the other creditors.
However, they cannot do anything prejudicial to the co-creditors, such as condone debts, without permission. While
these actions, when done in good faith, are binding upon the creditors, the ones who did not agree can hold the
prejudicial co-creditor liable for his acts.]
Much like the debtors, the creditors, in effect, only receive their shares after the whole has been collected.

KINDS OF SOLIDARY OBLIGATIONS


a. As to source
Art 1208 From law, or the nature or the wording of the obligation

LEGAL

Art 1915 Two or more principals appointed an agent for common transaction, solidarily liable to agent
Art 1945 Two or more bailees to whom a thing is loaned in the same contracts (commodatum)
Art 2194 Joint tortfeasors
Art 2146 Joint officious management, two or more managers
Art 2157 Joint payees in solutio indebiti (payment is not due)
Art 119, RPC (Employers primarily and solidarily liable with their employees for crimes committed in the performance of duties
related to their business)

CONVENTIONAL by stipulation of parties


REAL nature of the obligation requires
b. As to parties bound (multiplicity of debtors or creditors or both)
ACTIVE solidarity of creditors; each has right to collect the whole of the prestation from thecommon debtor
Mutual representation /agency Each creditor represents the other in the act of receiving the payment and in all other acts which
tend to secure the credit or make it more advantageous
Death of solidary creditor does not transmit the solidarity to each of his heirs but to all of them taken together
The credit and its benefit are divided equally among the creditors UNLESS there is an agreement among them to divide differently

PASSIVE solidarity of debtors; each is liable to pay the whole to the common creditor
Mutual guaranty

MIXED simultaneously active and passive

c. As to uniformity
UNIFORM same terms and condition for all
VARIED/NON-UNIFORM- different terms and conditions for each solidary debtor or creditor.
Art 1211 Solidarity may exist although the creditors and the debtors may not be bound in the same manner and by the same periods and conditions.

Effects of non-uniform solidary liability only the portion due at the time of the demand is collectible from any of the debtors
or by anyone of the creditors
Example:
D1 (pure obligation, 1/6 of share)
D2 (suspensive condition that has not happened, 4/6 of share)
D3 (suspensive period that has yet to arrive, 1/6 of share)
At this point, only 1/6 of the obligation may be collected, though it may be collected from any of D1, D2 or D3.
EFFECTS OF SOLIDARY OBLIGATIONS
a. SOLIDARY CREDITOR in relation to:
i. Common debtor

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Right to demand
Debtor may pay to any solidary creditor, but if a judicial demand is made against him, he
must pay only to the plaintiff. (Art 1214)
Judicial demand revokes the tacit mutual representation of co-creditors, though
not perpetually: only for so long as the action continues.
Payment to creditor who did not sue is a payment to 3rd person.
Same effect granted to extrajudicial demand.
DEMAND BY SEVERAL CREDITORS: Pay the one who notified him first. If simultaneous, debtor reserves the right to choose.
Does not apply to MIXED SOLIDARITY: solidary co-debtor may pay in behalf of the one against whom demand has been made
AND to any of the solidary creditors
The creditor may proceed against ANY ONE of the solidary debtors or SOME or ALL of them simultaneously. (Quiombing v
CA) The demand made against one of them shall not be an obstacle to those which may be subsequently be directed against others, so long as
the debt has not been fully collected. (Art 1216)
Payment made by one of the solidary debtors extinguishes the obligation. If two or more
solidary debtors offer to pay, the creditor may choose which to accept. (Art 1217,
Par 1)
Each creditor may renounce his right even against the will of the debtor, and the latter need not thereafter pay the obligation to the
former.
In case of novation, compensation, confusion, remission by a creditor
Novation, compensation, confusion or remission of the debt, made by any of the solidary
creditors OR with any of the solidary debtors, shall extinguish the obligation, without prejudice to the provisions of Art 1219 i.e.
responsibility of a solidary co-debtor with respect
to reimbursement prior to his remission (Art 1215 Par 1)
ii. Solidary co-creditor/s
In case of novation, compensation, confusion, remission

The creditor who may have executed any of these acts, as well as he who collects the debt, shall be liable to others for the share
in the obligation corresponding to them (Art 1215 Par 2)

Remission done by several but not all of the creditors: those who made it do not have action against each other,
but all of them liable for the share of one who does not remit

Prejudicial acts prohibited


Each one of the solidary creditors may do whatever is useful to the others, but not anything which may be prejudicial to the latter.
(Art 1212)
E.g. remission, novation, compensation and merger/confusion
Take note that the same act is permitted by Art 1215, wherefore Tolentino concludes that the provision is unhappily inaccurate.
To harmonize with Art 1215: The prejudicial acts are valid as to the debtor, but not with respect to the co-creditors whose rights
subsist and can be enforced against the creditor who performed prejudicial acts.
Assignment of rights not allowed
Solidary creditor cannot assign his rights to 3rd persons without the consent of others (Art 1213)

Why? As a solidary creditor, he is an agent of others, and cannot assign that agency without the consent of his
principals.

Mutual agency implies mutual confidence


o May take into account the personal qualification of each creditor.

However, assignment of rights is allowed as to co-creditor

b. SOLIDARY DEBTOR in relation to:


i. Common creditor
Obligation to perform

Each one of the solidary co-debtor is bound to render entire compliance with the prestations (Art 1207)
In case of novation, compensation, confusion, remission by a creditor
Extinguishes the obligation without prejudice to the responsibility of a solidary co-debtor
with respect to reimbursement prior to his remission (Art 1215 Par 1)

ii. Solidary co-debtor


In case of payment by a co-debtor
Art 1217, Par 1 Payment by one of the solidary co-debtors extinguishes the obligation.

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Par 3 Solidary co-debtor who paid may reimburse from his co-debtors only the share which corresponds to each, with the interest for the payment already made, but if the
payment ismade before debt is due, no interest for the intervening period may be demanded.

Converted into a Joint Obligation as to co-debtors, but no real case of subrogation because the old one is extinguished and the
new one is created
Partial payment: may recover only insofar as the payment exceeded his share of the obligation.
Art 1217, Par 3 When one of the solidary debtors is insolvent and cannot reimburse, his share will be borne by all his co-debtors in proportion to the debt of each
Art 1218 Payment by co-debtor does not entitle him to reimburse from co-debtors if such payment is made after the obligation has prescribed or become illegal.

When debtor pays, he should be sure the cause is still there.


Also applies to prior total remission in favor of one debtor
Art 1219 The remission made by the creditor of the share which affects one of the solidary debtors does not release the latter from his responsibility towards the co-debtors,
in case debt had been totally paid by anyone of them before remission was effected.

Applies when one of the debtors has already paid the obligation in full (in such a case, the obligation as to the creditor is already
extinguished and nothing more to remit even partially)
Relationship of the creditor with the solidary debtor does not extend to the relationship among solidary co-debtors
Art 1220 The remission of the whole obligation, obtained by one of the solidary debtors, does not entitle him to reimbursement from his co-debtors.

In case of fortuitous event

Art 1221, If the thing has been LOST OR if the prestation has become IMPOSSIBLE without the fault of the solidary debtors, the obligation shall be extinguished (Art
1221, Par 1)
If there was fault on the part of any one of them, ALL shall be responsible to the creditor, for the price and payment of damages and interests, without prejudice to
their action against the guilty or negligent debtor.

Guilty creditor who pays indemnity cannot recover from his co-debtors.
Other co-debtors who pay the indemnity can recover the full amount from the guilty co-debtor.

Art 1221 Par 3 If through a fortuitous event, the thing is LOST or the performance of the prestation has become IMPOSSIBLE after one of the solidary debtors has
incurred in delay through the judicial or extra-judicial demand upon him by creditor, the provisions of the preceding paragraph shall apply.

LOST or IMPOSSIBLE without fault / fortuitous event

Obligation is extinguished

LOST or IMPOSSIBLE with fault of any one

All liable for damages and interest, but co-debtors have right against
guilty debtor

LOST or IMPOSSIBLE without fault / fortuitous event but after any one

All liable for damages and interest, but co-debtors have right against
guilty debtor

incurred in delay

DEFENSES AVAILABLE TO A SOLIDARY DEBTOR AGAINST THE CREDITOR


Art 1222 A solidary debtor may, in actions filed by the creditor, avail himself of all defense which are of four types:

1.

Those derived from the nature of the obligation

Connected with the obligation and derived from its nature

Other examples: prescription, void due to contrariness to morals et al., play-acting (no intention to be bound)

Constitutes a total defense


QUESTION: What are good examples of a defense derived from the nature of an obligation?
E.g. non-existence of the obligation because of illicit cause, object or absolute simulation, nullity due to
defect in capacity or consent of all the debtors (minority, fraud or violence), unenforceability because of lack
of proper proof under the Statute of Fraud, non-performance of suspensive condition or non-arrival of
period affecting the entire obligation, extinguishment of the obligation such as by payment and remission,
all other means of defense which may invalidate the original contract

Sir Labitag: Look for these things because it will give you a total defense:

i.
Vices of consent
ii.
Cause of action has prescribed
iii.
Entire obligation is void
iv.
Voidable at the instance of all of them, BUT if just one, you can use the defense as well
2. Personal defenses
Total defense e.g. minority, insanity, fraud, violence, intimidation (sufficient causes to annul consent)
Partial defense e.g. special terms or conditions affecting his part of the obligation

3.

Defenses pertaining to his share

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Partial defense
Example: When ones consent was gained through fraud or other means of vitiation, yet his other co-debtors consent was gained
legitimately; the defrauded debtors share will only be affected.)
E.g. may share is not yet due, so you can only compel me to give the share of the co-debtors

4.

Those personally belonging to the other co-debtors avail himself thereof only as regards that part of the debt for
which the latter are responsible (he can interpose as defense other debtors defect to lessen his debt. For example, the
whole debt of 90M cannot be collected from him because of the said defect so only his share of 60M can be
recovered.)
Partial defense only for the debtor-defendant
E.g. the co-debtors share is not yet due, can only be compelled to give his share
EFFECTS OF THE DEFENSES
1. If derived from the nature: all the solidary co-debtors are benefited
2. If personal one: only him benefited (exclusively)
3. If personally to the co-debtor: partial defense

JOINT INDIVISIBLE OBLIGATIONS


Concept

The performance of the obligation can only be done as a whole (indivisible)


However, the debtors or creditors are bound jointly.
Thus, while the performance must be whole, the liability of each debtor is separate.
All of the co-debtors must give the entire thing, or perform the entire obligation at the same time, while all the cocreditors must accept the payment or performance at the same time.

Several creditors or debtors but the prestation is indivisible, obligation is joint.


Midway between joint (no creditor can do prejudicial acts to others, no debtor can be made to answer for the others) and solidary
(fulfillment requires the concurrence of all the debtors, collective action is expressly required for prejudicial acts)
Sir Labitags example: obligation to assemble a jeepney between three different specialists: mechanic, welder, upholsterer or car
painter.
Multiple debtors (joint) but obligation is indivisible. Each must contribute his share to perform it. All must cooperate to perform
the single prestation. If one defaults, whole group also defaults.
Joint tie; therefore, debtors have separate shares in the obligation. Indivisibility refers to the performance of the obligation. There
can be no partial performance.
Who is liable: only the joint debtor who cannot come up with his share (plus damages). Creditor sues all. However, the nonperformance of one can give rise to the liability of all, subject to the defense of the co-debtors that they performed their share.
Indivisibility distinguished from solidarity
Art 1210 The indivisibility of an obligation does not necessarily give rise to solidarity. Nor does solidarity of itself imply indivisibility.

INDIVISIBILITY

SOLIDARITY

Each creditor cannot demand more than his share and each debtor is
not liable for more than his share

Each creditor may demand the full prestation and each debtor has the duty
to comply with the entire prestation

Indivisibility refers to the prestation that is not capable of partial


performance

Solidarity refers to the legal tie or vinculum defining the extent of liability

Only the debtor guilty of breach of obligation is liable for damages,


thereby terminating the agency.

All of the debtors is liable for the breach of obligation committed by any
one of the debtors
(default of one, default of all)

Can exist even if there is only one debtor or only one creditor

Can only exist when there is at least creditor or debtors (requires plurality
of subjects)

The other debtors are not liable in case of insolvency of one debtor

The other debtors are proportionately liable in case of insolvency of one


debtor

Effects of Joint Indivisible Obligation


Art 1209 If the division is impossible, the right of the creditors may be prejudiced only by their collective acts.

1.

Creditors prejudiced only by their collective acts

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2.
3.
4.
5.

Co-debtors not liable for the share of the insolvent debtor


Creditor must proceed against all the joint debtors, because the compliance of the obligation is possible only if all the joint
debtors would act together.
If one of the debtors cannot comply, the obligation is converted into monetary consideration (liability for losses and damages).
One who is ready and willing to comply will pay his proportionate share plus damages when his financial condition improves.
Debtor must deliver to all the creditors. If he delivers to only one, liable for non-performance as to other creditors. Damages are
divisible and each creditor can recover separately his proportionate share.

Liability for damages in case of breach


Art 1224 A joint indivisible obligation gives rise to indemnity for damages from the time anyone of the debtors does not comply with his undertaking. The debtors
who may have been ready to fulfill their promises shall not contribute to the indemnity beyond the corresponding portion of the price of the thing or of the value of the
service which the obligation consists.

1.

V.

Gives rise to indemnity for damages when there is non-compliance with undertaking
1. Debtors ready to fulfill shall not be liable.

DIVISIBLE AND INDIVISIBLE OBLIGATION

Divisibility or indivisibility of obligation pertains to the performance of the prestation and not to the thing which is the
object thereof
the prestation is the juridical necessity to give to do or not to do while the object is that thing which is contemplated
in the prestation to give or to do

DIVISIBLE OBLIGATIONS

Concept One which is susceptible of partial performance; debtor can legally perform the obligation by parts and the creditor cannot
demand a single performance of the entire obligation.

DIVISIBILITY OF THINGS different from DIVISIBILITY OF OBLIGATIONS


1. Divisible Thing: When each one of the parts into which it is divided forms a homogenous and analogous object to the other
parts as well as to the thing itself
2. Indivisible Thing: When if divided into parts, its value is diminished disproportionately

Test of Divisibility
1.
Will or intention of the parties
2.
Objective or purpose of the stipulated prestation
3.
Nature of the thing
4.
Provisions of law affecting the prestation
Effects of Divisible Obligations
Art 1223 The divisibility or indivisibility of the things that are the object of obligations in which there is only one debtor and only one creditor does not alter or modify the
provisions of Chapter 2 of this Title (Nature and Effect of Obligations).
Art 1233 A debt shall not be understood to have been paid unless the thing or service in which the obligation consists has been completely delivered or rendered as the
case may be.

INDIVISIBLE OBLIGATIONS

Concept Whatever may be the nature of the thing which is the object thereof, when it cannot be validly performed in parts.
Distinguished from Solidary Obligations
INDIVISIBILITY

SOLIDARITY

Each creditor cannot demand more than his share and each
debtor is not liable for more than his share

Each creditor may demand the full prestation and each debtor
has the duty to comply with the entire prestation

Indivisibility refers to the prestation that is not capable of partial


performance

Solidarity refers to the legal tie or vinculum defining the extent of


liability

Only the debtor guilty of breach of obligation is liable for


damages, thereby terminating the agency that exists between
debtors

All of the debtors are liable for the breach of obligation


committed by any one of the debtors

Can exist even if there is only one debtor or only one creditor

Can only exist when there is at least creditor or debtors (requires


plurality of subjects)

The other debtors are not liable in case of insolvency of one


debtor

The other debtors are proportionately liable in case of insolvency


of one debtor

Kinds of Indivisible Obligations


i. NATURAL

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Art 1225 Par 1 For the purposes of the preceding articles, obligations to give definite things and those which are not susceptible of partial performance shall be
deemed to be indivisible.

1.
2.

Obligation to give definite things


Not susceptible of partial performance

Art 1225 Par 3 However, even though the object or service may be physically divisible, an obligation is indivisible if so provided by law or intended by parties.

ii.
iii.

LEGAL
CONVENTIONAL

Presumptions in Indivisible Obligations


i. OF INDIVISIBILITY
Art 1225 Par 1 For the purposes of the preceding articles, obligations to give definite things and those which are not susceptible of partial performance shall be
deemed to be indivisible

Presumption of indivisibility also applies in obligations to do


ii. OF DIVISIBILITY

Art 1225 Par 2 When the obligation has for its object the execution of certain number of days of work, the accomplishment of work by metrical units or analogous things
which by their nature are susceptible of partial performance, shall be divisible

INDIVISIBILITY VS SOLIDARY OBLIGATIONS


Art. 1210 - The indivisibility of an obligation does not necessarily give rise to solidarity. Nor does solidarity of itself imply indivisibility

Divisibility and indivisibility in obligations not to do

Art 1225 Par 4 In obligations not to do, divisibility or indivisibility shall be determined by the character of the prestation in each particular case

Effects of Indivisible Obligations


Art 1223 The divisibility or indivisibility of the things that are the object of obligations in which there is only one debtor and only one creditor does not alter or modify
the provisions of Chapter 2 of this Title (Nature and Effect of Obligations).
Art 1233 A debt shall not be understood d to have been paid unless the thing or service in which the obligation consists has been completely delivered or rendered as the
case may be.

1. EXCEPTIONS:
a. Obligation has been substantially performed in good faith (Art 1234)
b. When the creditor accepts performance, knowing its completeness, and without protest, the obligation is deemed fully
performed (Art 1235)
2.
Art 1224 A joint indivisible obligation gives rise to indemnity for damages from the time anyone of the debtors does not comply with his undertaking. The debtors
who may have been ready to fulfill their promises shall not contribute to the indemnity beyond the corresponding portion of the price of the thing or of the value of the
service which the obligation consists of.

See Joint Indivisible Obligations

Cessation of Indivisibility

Natural Indivisibility: conversion of the obligation to pay damages

Conventional/Legal Indivisibility: novation, death of creditor (division among heirs)


Entire and Severable Contracts

depends upon the consideration to be paid, not upon its object

Not in the syllabus but Sir mentioned in passing during lecture

ENTIRE - consideration is entire and single; e.g. Sir Labitag: yearly subscription to Herald Tribune
SEVERABLE - consideration is expressly or by implication apportioned; e.g. part to be performed by one party consists in several
distinct and separate items, and the price is apportioned to each of them

VI. OBLIGATIONS WITH A PENAL CLAUSE


Concept

There is a principal obligation, which can be of any other kind.

However, attached to it is a subsidiary obligation, called a penal clause, which imposes a penalty on the debtor in case of nonperformance of the obligation.

Penal ClauseAn accessory undertaking to assume greater responsibility in case of breach. Attached to an obligation to
ensure performance.

Ad terrorem clauseused by creditor to scare debtor into compliance.

Generally a sum of money, but can be any other thing stipulated by the parties, including an act or abstention

Double function: (1) provide for liquidated damages and (2) strengthen the coercive force of the obligation by the threat of
greater responsibility in the event of breach

Mere non-performance of the principal obligation gives rise to damages

PENAL CLAUSE constitutes an exception to the general rules on the recovery of losses and damages.

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PRINCIPAL OBLIGATION
Can stand alone, independent of other obligations

ACCESSORY OBLIGATION
Attached to the principal in order to complete it or take their
place in case of breach

OBLIGATIONS WITH A PENAL CLAUSE


There is an existing principal obligation

CONDITIONAL OBLIGATION
No obligation until the occurrence of a suspensive condition. It is
the fulfillment of the condition that gives rise to the obligation
Obligation is dependent upon a future and uncertain event.

Accessory obligation (penal clause) is dependent upon nonperformance of the principal obligation
OBLIGATIONS WITH A PENAL CLAUSE
Only one prestation, non-performance of which makes penal
clause enforceable
Impossibility of principal obligation extinguishes both principal
obligation and penalty.
Generally, the debtor cannot choose to perform the penal clause
instead of the principal obligation, unless such a choice is
expressly granted him.

ALTERNATIVE OBLIGATION
More than one prestation, but the fulfillment of one or some of
them is sufficient.
Impossibility of one prestation, without the fault of the debtor,
leaves the others subsisting.
The debtor, or in some cases the creditor, has the choice of
which prestation to fulfill.

OBLIGATIONS WITH A PENAL CLAUSE

FACULTATIVE OBLIGATION

Performance of the penalty instead of fulfillment of the principal


obligation is possible only when expressly stipulated
Creditor may demand both the principal obligation and the
penalty if such a right is granted to him (complementary penalty)

Debtor has the absolute power to substitute the subsidiary


obligation
Creditor can never demand both prestations.

OBLIGATIONS WITH A PENAL CLAUSE

GUARANTY
Definition: Contract by virtue of which a person, called the
guarantor, binds himself to fulfill the obligation of the principal
debtor in case the latter should fail to do so.

SIMILARITIES
1. They are both intended to ensure the performance of the principal obligation.
2. They are both accessory and subsidiary obligations.
3. Both can be assumed by a third person.
Object of penal clause is different from object of principal Object of the obligations of the principal debtor and guarantor is
obligation
the same.
Principal obligation and penalty can be assumed by the same The same person cannot, at the same time, be the principal debtor
person
and the guarantor for the same obligation
Nullity of the principal obligation extinguishes the penal clause.
Guaranty subsists even if the principal obligation is voidable,
unenforceable, or natural
If 3rd person assumes responsibility for penal clause, and the principal obligation is voidable, unenforceable, or natural, then it assumes
the form of guaranty.

Kinds of Penal Clause


1. As to effect
SUBSIDIARYonly the penalty may be enforced

Presumed in Art 1227: Cannot demand the fulfillment of the obligation and the satisfaction of the penalty at the same time
COMPLEMENTARYboth principal obligation and penalty may be enforced

Only occurs by express stipulation of the parties


2. As to source
CONVENTIONALby express stipulation of the parties
LEGALby law, e.g penalty clauses in ordinances
3. As to purpose
PUNITIVEthe right to damages, besides the penalty subsists; the question of indemnity for damage is not resolved, but remains
subsisting

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Only occurs by express stipulation of the parties

Sir Labitag: value of the penal clause is much more than the value of the principal; its purpose is to bludgeon the debtor into
performing the obligation

The Courts are authorized to reduce the damages if:


o
They find that the breach was not one that is wanton or done in callous disregard for the rights of the creditor
REPARATORYsubstitutes the damages suffered by creditor; the matter of damages is generally resolved, and it represents the
estimate of the damages that a party might suffer from non-performance of the obligation, thereby avoiding the difficulties of proving
such damages

Presumed in Art 1226, Par 1: Shall substitute the indemnity for damages and the payment of interests in case of noncompliance

Sir Labitag: pre-agreed measure prior to the breach

Cases when damages and interest may be recovered in addition to the penalty
o
There is an express provision to that effect
o
Debtor refuses to pay the penalty
o
Debtor is guilty of fraud in the non-fulfillment of the obligation

Demandability of penalty
Art 1226 Par 2 The penalty may be enforced only when it is demandable in accordance with the provisions of Code.

a.
1.

b.

Only when the non-performance is due to the fault or fraud of the debtor
Non-performance gives rise to the presumption of fault
Creditor does not need to prove the fault of the debtor. Burden of proof on debtor to show otherwise. (Art 1228)
When creditor elected fulfillment but the same has become impossible (Art 1227)
HOWEVER, penalty not enforceable when the principal obligation becomes IMPOSSIBLE:
Due to fortuitous event
Due to the fault of the creditor

Effects of penal clause


1. Substitute for indemnity for damages and payment of interest (Art 1226)
EXCEPTION: Unless there is a stipulation to the contrary e.g. becomes a facultative obligation
Cases:
y Makati Development Corporation v Empire Insurance
y Tan v CA
y Country Bankers Insurance v CA
2. Does not exempt debtor from performance
Art 1227 The debtor cannot exempt himself from the performance of the obligation by paying the penalty.

EXCEPTION: Where this right to substitute penalty has been expressly reserved for him
3. Creditor cannot demand both performance and penalty at the same time
Art 1227 Neither can the creditor demand the fulfillment of the obligation and the satisfaction of the penalty at the same time

EXCEPTION: Unless this right has been clearly granted him


4. Creditor cannot collect other damages in addition to penalty
Art 1226 Substitute the indemnity for damages and the payment of interest in case of non-fulfillment

EXCEPTIONS:
1.
There is an express provision to that effect
2.
Debtor refuses to pay the penalty
3.
Debtor is guilty of fraud in the non-fulfillment of the obligation
When penalty shall by equitably reduced

Art 1229 The judge shall equitably reduce the penalty when the principal obligation has been partly or irregularly complied with by the debtor. Even if there is no
performance, the penalty may also be reduced by the courts if it is iniquitous or unconscionable.

Partial (quantity or extent of fulfillment) or irregular (form of fulfillment)


Only applies to penalties prescribed in contracts and not to collection of the surcharge on taxes that are due, which is
mandatory on the collector.
Effects of Nullity of Principal Obligation or Penal Clause
Art 1230 The nullity of the penal clause does not carry with it that of the principal obligation. The nullity of the principal obligation carries with it that of the penal clause.

GENERAL RULES:
1. Nullity of principal obligation also nullifies the penal clause

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EXCEPTIONS: Penal clause may subsist even if the principal obligation cannot be enforced

When the penalty is undertaken by a 3rd person precisely for an obligation which is voidable, unenforceable, or natural, the
penalty assumes the form of guaranty which is valid under Art 20.

Nullity of principal obligation itself gives rise to liability of debtor for damages e.g. vendor knew that the thing was inexistent
at the time of the contract, vendor becomes liable for the damages although contract itself is void.
o
This is not a penal clause, but the debtor is still liable.
2. Nullity of penal clause does not affect the principal obligation

In the case of non-performance, damages shall be determined by the same rules as if no penalty had been stipulated.

Penal clause may be void because it is contrary to law, morals, good customs, public order or public policy

Rationale: Penalty is merely an accessory to the principal obligation

Chapter IV. Extinguishment of Obligations


I.

Modes of Extinguishment

Art 1231 Obligations are extinguished:


1. Payment or performancemost natural way of extinguishing obligation
2. Loss of the thing due or Impossibility of performance
3. Condonation or Remission of the debt
4. Confusion or Merger of the rights of the creditor and debtor
5. Compensation
6. Novation
7. Other causes of extinguishment of obligations
a. Annulment
b. Rescission
c. Fulfillment of resolutory condition
d. Prescription
8. Additional miscellaneous causes from Sir Labitag and Tolentino
a. Arrival of resolutory period
b. Compromise
c. Mutual dissent (opposite of mutual agreement)
Death extinguishes obligations which are of a purely personal character, apart from its extinctive effect.
9. in some contracts such as partnership and agency
a. Renunciation by the creditor
b. Abandonment e.g. Art 662 (abandonment of interest in a party wall) and abandonment of a vessel under
the code of commerce
Insolvency does not extinguish obligation unless judicially declared and a discharge was given
him.
II. Payment or Performance
Art. 1232. Payment means not only the delivery of money but also the performance, in any other manner, of an obligation. (n)

Not only the delivery of money.


o Note: Performance is the broader term, acc to Sir.

Fulfillment of the prestation due, a fulfillment that extinguishes the obligation by the realization of the purposes for which it
was constituted.

Juridical act which is VOLUNTARY, LICIT, and MADE WITH THE INTENT TO EXTINGUISH THE OBLIGATION
Requisites of a Valid Payment
1.
Person who pays
2.
Person to whom payment is made
3.
Thing to be paid
4.
Manner, time and place of payment
Kinds of Payment
a.
Normal -debtor voluntarily performs the prestation stipulated
b.
Abnormal - when debtor is forced by means of judicial proceeding, either to comply with the prestation or pay indemnity
Why do you pay? Bigger consequences if you don t pay, the creditor will file action for collection then the sheriff will levy upon your
other properties

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What are the elements/characteristics of a valid payment?
1.
Identitywhat is to be paid, payment should be the very same obligation/prestation promised to be performed/not
performed, the means that the very thing or service due must be delivered or released
2.
Integrityhow payment should be made, it should be complete (not only specific thing but all of its accessions and
accessories)
Question: Can anybody pay?
YES, as long as his payment has integrity and identity and as long as the creditor accepts it as a valid tender of payment
1. Who can pay
a.
In general

Cases where creditor cannot refuse valid tender of payment


1.
Debtor
2.
Anyone acting on his behalf
a.
Duly authorized agent or representatives
b.
Heirs (means that debtor is dead, if alive, they would be Third persons interested in obligation)
c.
Successors in interest and assignees
3.
Interested 3rd parties

b.

Third person who is an INTERESTED PARTY (creditor cannot refuse valid tender of payment)
Question: What is an interested 3rd party?
Any party who either would be benefited by the fulfillment of the obligation, e.g. co-debtors, whose debts would be reduced, or
would be prejudiced by non-fulfillment, e.g. guarantors, who would only become liable if the principal debtor fails to perform the
obligation. Examples include:

Co-debtors

Sureties

Guarantors

Owners of pledged or mortgaged property


Art 1302. It is presumed that there is legal subrogation when:
(3) When even without the knowledge of the debtor, a person interested in the fulfillment of the obligation pays, without prejudice to the effects of confusion as to the
latters share.

Effects of Payment by Third Person Interested in the Obligation


1. Valid payment (must be accepted by creditor); obligation extinguished
2. Third person entitled to full reimbursement from debtor.
3. Legal Subrogation
a. Rights of the creditor subrogated to 3rd person
b.

Payor can exercise all the rights of the creditor arising from the very obligation itself, whether against the debtor or third
person

c. Third person who is NOT AN INTERESTED PARTY but WITH the CONSENT of debtor
Art 1302 It is presumed that there is legal subrogation:
(2) When a third person, not interested in the obligations, pays with the express or tacit approval of the creditor.
Art 1236 Par 1 The creditor is not bound to accept payment or performance by a third person who has no interest in the fulfillment of the obligation, unless there is a
stipulation to the contrary.

Effects of Payment by Third Person not Interested but with Debtors Consent:
1.
Creditor may refuse to accept payment
2.
Third person is entitled to full reimbursement from debtor.
3.
Legal subrogation

d.
Third person who is NOT AN INTERESTED PARTY and WITHOUT THE KNOWLEDGE OR
AGAINST THE WILL OF THE DEBTOR
Art 1236 The creditor is not bound to accept payment or performance by a third person who has no interest in the fulfillment of the obligation, unless there is a stipulation
to the contrary.
Whoever pays for another may demand from the debtor what he has paid, except that if he paid without the knowledge or against the will of the debtor, he can
recover only insofar as the payment has been beneficial to the debtor.

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Art 1237 Whoever pays on behalf of the debtor without the knowledge or against the will of the latter, cannot compel the creditor to subrogate him in his rights , such
as those arising from a mortgage, guaranty or penalty.

Creditor cannot be compelled to accept performance by a third person not interested in the obligation
o
Because whenever a 3rd person pays, there is a modification of the obligation due.
o
The creditor should have a right to insist on the liability of the debtor, and should not be compelled to accept payment from
a Third person he may dislike or distrust.
Effects of Payment by Third Person Not Interested in the Obligation Without Knowledge or Against the Will of the Debtor
1.
2.

3.

Third person is allowed to recover


However, he may only recover to the extent the debtor benefited.
a. As to the rest of the amount, the remedy would be against the creditor who received such payments in excess of what the
debtor needed to pay.
b. The 3rd person must prove the validity of his payment
c. He must also prove benefit to the debtor in order to recover what he has paid
Third person cannot compel creditor to subrogate him in the latter s rights

e. Third person who does NOT INTEND TO BE REIMBURSED


Art 1238 Payment by Third person who does not intend to be reimbursed by the debtor is deemed to be a donation, which requires the debtors consent. But the
payment is in any case valid as to the creditor who has accepted it.

Effects of Payment by Third person: Interested or not who do not intend to be reimbursed
1.
Payment is deemed as a donation/offer of donation in favor of the debtor.
2.
Thus, it must be in the proper form of a donation(i.e. if above P5K it must be in writing)
3.
Also, in order to be a valid donation, the debtor must accept it.
4.
However, even if the debtor does not accept, it is a valid payment as regards the creditor.

f. In obligation to give
Art 1239 In obligation to give, payment made by one who does not have free disposal of the thing due and capacity to alienate it shall not be valid, without prejudice to
the provisions of Art 1427 under Title on Natural Obligations.
Art 1427 When a minor 18-21 entered into a contract without the consent of the parent or guardian, voluntarily pays a sum of money or delivers a fungible thing in
fulfillment of an obligation, there shall be no right to recover the same from the oblige who has spent or consumed it in good faith.

Effect of Incapacity of the payor

1.
2.

No free disposal and no capacity to alienate Payment is invalid


Art. 1427 is no longer an exception because the age of majority has been lowered to 18. Further, any similar act entered into
by a minor today would be a voidable contract, and so would still not fall under this article.

2. To whom payment can be made


a. In general
Art 1240 Payment shall be made to the person in whose favor the obligation has been constituted, or his successor in interest , or any person authorized to receive it.

General Rule: Payment should be made to the ff.:


1. Creditor/person in whose favor obligation was constituted
2. His successor in interest
3. Any person authorized to receive it

Payment to any of the above is presumed valid.


Exception:

Attachment or Garnishment of Credit


Art. 1243. Payment made to the creditor by the debtor after the latter has been judicially ordered to retain the debt shall not be valid. (1165)

b. Third person
Art. 1241. Payment to a person who is incapacitated to administer his property shall be valid if he has kept the thing delivered, or insofar as the payment has been beneficial
to him.
Payment made to a third person shall also be valid insofar as it has redounded to the benefit of the creditor. Such benefit to the creditor need not be proved in the following
cases:
(1) If after the payment, the third person acquires the creditor's rights;
(2) If the creditor ratifies the payment to the third person;
(3) If by the creditor's conduct, the debtor has been led to believe that the third person had authority to receive the payment. (1163a)
Art. 1242. Payment made in good faith to any person in possession of the credit shall release the debtor. (1164)

Payment to a third party


GENERAL RULE: VOID; obligation is not extinguished, even if payment made in good faith.

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EXCEPTIONS:
1.
Obligation extinguished if the mistake in payment is imputable to the fault or negligence of the creditor (PAL v CA)
2.
Payment made to a 3rd person incapacitated to administer his property (Art.1241, Par 1)
Only if he has kept the thing delivered
If he has not kept the thing, the payment is valid only to the extent it benefited the incapacitated person.
3.
Payment to the third person redounded to the benefit of the creditor (Art. 1241, Par 2)
i. Generally, must be proven.
ii. Exceptions:
1.
After payment, 3rd person acquires creditors rights (subrogation)
2.
Creditor ratifies payment to 3rd person
3.
By creditors conduct, the debtor has been led to believe that the 3rd person had authority to receive the payment (estoppel)
4.
Assignment of credit made without notice to debtor (good faith) (Art 1626)
4.
Payment in good faith to person in possession of credit (Art 1242)

c. Solidary co-creditors
Art 1214 The debtor may pay any one of the solidary creditors, but if any demand, judicial or extrajudicial has been made by one of them, payment should be made to him.

If the payment is due to a set of solidary co-creditors, and no demand has been made, valid payment may be made to any

co-creditor.
However, if demand has already been made by a creditor, payment should be made to him.
If more than one co-creditor has made demand, the first one to do so should be paid.
If demand was made simultaneously, debtor can choose.

3. What is to be paid (Identity)


a. In general

The very prestation (thing or service) due

b. In obligations to:
- GIVE a specific thing
Art 1244 Par 1 The debtor of a thing cannot compel the creditor to receive a different one, although the latter may be of the same value as, or more valuable than which is
due.

1.

2.

Give specific thing itself


a. Even if the thing offered is of the same value or even more valuable than the specific object of the obligation, the
creditor does not have to accept it.
b. Subject, however, to the rules on Loss, Deterioration and Improvements (Art. 1189)
Accessions and accessories (Art 1166)

- GIVE a generic thing


Art 1246 When the obligation consists in the delivery of an indeterminate or generic thing, whose quality and circumstances have not been stated, the creditor cannot
demand a thing of superior quality. Neither can the debtor deliver a thing of inferior quality. The purpose of obligation and other circumstances shall be taken into
consideration.

GENERAL RULE: The debtor can give any member of the class of generic things specified.
Creditor cannot demand a thing of superior quality; Debtor cannot deliver a thing of inferior quality.
o However, a debtor can deliver a thing of superior quality, and a creditor can deliver a thing of inferior
property, provided the other party agrees to it.
Unlike prestations to give specific things, no need to give accessions and accessories.
- Pay money
Art 1249 The payment of debts in money shall be made in the currency stipulated, and if it is not possible to deliver such currency, then in the currency which is the legal
tender in the Philippines. The delivery of promissory notes payable to order, or bills of exchange or other mercantile documents shall produce effect of payment only
when they have been cashed, or when through the fault of the creditor they have been impaired. In the meantime, the action derived from the original obligation shall
be held in abeyance.

What can be used to pay monetary obligations:

Any currency that is stipulated.


o While RA 529 made transactions in foreign currency void, it was repealed by RA 8183, which made obligations
payable even in foreign currencies, subject to the agreement of both parties.

If no stipulation, then legal tender in the Philippines (Pesos, in cash)

Promissory notes, bills of exchange, checks


o However, payment using these instruments is only effective when:

They are cashed

When due to the fault of the creditor, they have been impaired.

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Art 1250 In case of an extraordinary inflation or deflation of the currency stipulated should supervene, the value of the currency at the time of the establishment of the
obligation shall be the basis of the payment, unless there is an agreement to the contrary.

- DO or NOT TO DO
Art 1244 Par 2 In obligations to do or not to do, an act or forbearance cannot be substituted by another act or forbearance against the obligees will.

Substitution cannot be done against the will of creditor

Cases:
Arrieta v NARIC supra
Kalalo v Luz
St. Paul Fire and Marine Insurance v Macondray
Papa v AV Valencia et al
PAL v CA

c.

Payment of interest (see discussion on interests under Usurious Transactions, supra.)

4.

How is payment to be made ( integrity )

a. In general
Art 1233 A debt shall not be understood to have been paid unless the thing or service in which the obligation consists has been completely delivered or rendered as the
case may be.

GENERAL RULE: Partial payment is not allowed

Creditor cannot be compelled to receive partial prestations

Debtor cannot be compelled to give partial payments


EXCEPTIONS:
1.
Contrary stipulation

Art 1248 Par 1 Unless there is an express stipulation to that effect, the creditor cannot be compelled partially to receive the prestations, in which the obligation consists.
Neither may the debtor be required to make partial payments.

2.

Debt is partly liquidated and partly unliquidated

Art 1248 Par 2 However, when the debt is in part liquidated and in part unliquidated , the creditor may demand and the debtor may effect the payment of the former
without waiting for the liquidation of the latter.

3.
4.
5.

When there are several subjects/parties are bound under different terms and conditions
Compensation
When the obligation is a divisible one.
b. Substantial performance in good faith
Art 1234 If the obligation has been substantially performed in good faith, the obligor may recover as though there had been a strict and complete fulfillment, less
damages suffered by the obligee.

Requisites of Substantial Performance


1. Attempt in good faith to perform, without any willful or intentional departure
2. Deviation from the obligation must be slight
3. Omission or defect is unimportant and technical
4. Must not be so material that the intention of the parties is not attained
c. Estoppel (see discussion on estoppel, infra.)

Art 1235 When obligee accepts the performance, knowing its incompleteness or irregularity, and without expressing any protest or objection, the obligation is deemed fully
complied with.

Constitutes a waiver of defect in performance.


Applies only when he knows the incompleteness or irregularity of the payment and does not protest or object thereto.
If so, the performance is deemed complete, and the obligation extinguished.

d. Presumptions in payment of interests and installments


INTEREST
Art 1176 The receipt of the principal by the creditor, without reservation with respect to the interest, shall give rise to the presumption that said interest has been paid.
Art 1253 If the debt produces interest, payment of the principal shall not be deemed to have been made until the interests have been covered.

Taken together:
o
Generally, the principal amount shall not be considered paid until the interests have been covered. Presumption: Interest not
paidprincipal not paid.
o
However, if the principal amount was accepted by the creditor without reservation to the interest, the presumption is that the
interest was already paid. Thus, presumption: Principal accepted without reservation interest already paid.

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INSTALLMENTS
Art 1176 Par 2 The receipt of a later installment of debt, without reservation as to prior installments shall likewise raise the presumption that such installments have been
paid.

Presumption: Later installment accepted by creditor without reservationPrior installments already paid.

5.

When payment is to be made

General Rule: When obligation is due and demandable.


Exceptions:
Before due date if period is for the benefit of the debtor
Before due date if period is for the benefit of both debtor and creditor, but creditor consents to early payment.
Upon demand, with damages, in cases of delay. (See Delay under Breaches of Obligations, supra.)

6.

Where payment is to be made

Art. 1251. Payment shall be made in the place designated in the obligation.
There being no express stipulation and if the undertaking is to deliver a determinate thing, the payment shall be made wherever the thing might be at the moment the
obligation was constituted.
In any other case the place of payment shall be the domicile of the debtor.
If the debtor changes his domicile in bad faith or after he has incurred in delay, the additional expenses shall be borne by him.
These provisions are without prejudice to venue under the Rules of Court.

Hierarchy:
1. Place stipulated
2. If no place stipulated,
a. Delivery of a determinate thing - wherever the thing was at the moment the obligation was constituted.
b. Delivery of a generic thing-domicile of the debtor.

7.

Expenses of making payment

Art 1247 Unless it is otherwise stipulated, the extra-judicial expenses required by the payment shall be for the account of the debtor with regard to the judicial costs, the
Rules of Court shall govern.

SPECIAL FORMS OF PAYMENT


APPLICATION OF PAYMENTS
Art 1252 He who has various debts of the same kind in favor of one and the same creditor, may declare at the time of making the payment, to which of them the same
must be applied. UNLESS the parties so stipulate, or when the application of payment is made by the party for whose benefit the term has been constituted, application
shall not be made as to debts that are not yet due .
If the debtor accepts from the creditor a receipt in which an application of the payment is made , the former cannot complain of the same , UNLESS there is a cause
for invalidating the consent.

Concept (Step by Step)

One debtor owes several debts to one creditor, all of which are due.

He makes a payment that is not sufficient to pay for all of the debts.

He must declare which of the debts he is paying off at the time that me makes the payment, subject to certain rules.
Requisites for Application of Payment
1.
Same debtor
2.
Same creditor
3.
Various debts are of same kind, generally monetary in character

Cannot apply to prestation to give specific thing

Can apply to prestation to give generic thing


4.
All obligations must be due

EXCEPTIONS: Mutual agreement of parties upon consent of the party in whose favor the term was established
5. Payment is not enough to extinguish all debts
6. Debtor has preferential right to choose the debt which his payment is to be applied
LIMITATIONS:

Cannot make partial payments

Cannot apply to unliquidated debts

Cannot choose a debt whose period is for the benefit of the creditor, and period has not yet arrived

Right to apply debts must be exercised at the time when debt is paid
Rules in Application of Payment
1.
Right to apply must be exercised at the time of the payment

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2.
Creditor may make the choice of application, subject to the debtors approval. Once the latter accepts the application, he
cannot complain UNLESS there is a cause for invalidating the contract.
3.
Apply payment to interest first. BOTH (1) interest stipulated and (2) interest due because of debtor s delay
i.
If the payment is insufficient to cover both the principal and the interests due on a debt, it cannot be the subject of an applied
payment.
In practice

Sir Labitag considers the application of payment a Pyrrhic victory. Though the debtor has the right to choose which debt
the payment applies to, and such choice is preferred over that of the creditor, in the end, the creditor will just sue in a
separate action for the payment of the debt he really wants to be paid.

Besides, the debtor will still be in default for the debts which are not extinguished by the payment.
If rules are inapplicable and application cannot be inferred
Art 1254 When payment cannot be applied in accordance with preceding rules, or if application cannot be inferred from other circumstances, the debt which is MOST
ONEROUS TO THE DEBTOR among those due, shall be deemed to have been satisfied.
If the debts are of the same nature and burden, the payment shall be applied to all of them proportionately .

Meaning of MOST ONEROUS TO DEBTOR

Fundamentally a question of fact, which courts must determine on the basis of circumstances of each case

Does not depend on only one factor. (bolded obligations are more onerous)
o
Co-debtor (especially if solidary) vs. sole debtor
o
Surety vs. Principal debtor
o No interest vs. Interest (overrides age as a factor)
o Lower interest rate vs. higher interest rate
o Subject to rules on damages vs. with a penal clause
o Unliquidated vs. liquidated
o
Same amount, younger vs. older
o
Secured vs. unsecured
o
Not in default vs. in default

Tolentino: if the debts are of the same nature and burden, and payment cannot be applied according to Art. 1254, the
payment will be applied pro rata.
Cases:

Reparations Commissions v Universal Deep Sea Fishing

Paculdo v Regalado
PAYMENT BY CESSION
Art 1255 The debtor may cede or assign his property to his creditors in payment of his debts. This cession, UNLESS there is stipulation to the contrary, shall only release
the debtor from responsibility for the net proceeds of the thing assigned. The agreements which on the effect of the cession, are made between the debtor and his
creditors shall be governed by law.

Concept

The debtor has become insolvent.


In order to pay his debts, he cedes his properties to his creditors.
The creditors do not become owners of the properties; they are merely assignees with the authority to sell the ceded property.
The net proceeds from the sale will then be applied to the debts.

Requisites for Payment by Cession


1. Plurality of debts
2. Plurality of creditors
3. Complete or partial insolvency of the debtor
4. Abandonment of all debtors property not subject to execution
5. Acceptance or consent on the part of the creditors
Effects of Payment by Cession
1. Creditors do not become the owner; they are merely assignees with authority to sell
2. Debtor is released up to the amount of the net proceeds of the sale, unless there is a stipulation to the contrary not total
extinguishment
3. Creditor will collect credits in the order of preference agreed upon, or in default of agreement, in the order ordinarily established by
law.
DATION IN PAYMENT (Dacion en Pago)
Art 1245 Dation in payment, whereby property is alienated to the creditor in satisfaction of a debt in money, shall be governed by law of sales.

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Concept

Instead of the performance of the obligation, a debtor gives a thing that is not the object of the obligation, to the creditor.

Delivery and transmission of ownership of a thing by the debtor and to the creditor as an
accepted equivalent of the
performance of the obligation.
o
An onerous contract of alienation because object is given in exchange of credit
o
Special form of payment because identity is missing.

Governed by the law on sales, though Tolentino feels it is really a form of objective novation.
Case:

DBP v CA

Distinguished from payment by cession


DATION IN PAYMENT

PAYMENT BY CESSION
Substituted performance of obligation

Transfers ownership of the thing to the creditor

Extinguishes the obligation to the extent of the value of the


property transferred.
Involves only one specific thing

Ownership is not transferred; the creditors are given the


possession and administration of the property with authority to
sell the property, the net proceeds of which will be applied to the
debts.
Extinguishes the debts to the extent of the net proceeds from
the sales.
Involves ALL the property of the debtor

Only one creditor

There are various plurality of creditors

Requisites for Dation in Payment


1. Consent of creditor
2. Dacion will not prejudice other creditors
3. Debtor is not declared judicially insolvent
4. Not a pactum commissorium (a stipulation entitling the creditor to appropriate automatically the thing given as security in case
debtor fails to paysee discussion under contracts, infra.)
Effects of Dation in Payment
1.
Extinguishes payment to the extent of the value of the thing to be delivered
a.
as agreed upon by the parties,
b.
as may be proved, or
c.
as equivalent to the obligation, by express agreement or implied agreement by their silence. In this case alone may the entire
obligation be extinguished.
2.
Not presumed
a.
If debtors property is delivered to the creditor, the presumption is that it is a PLEDGE, unless it is clearly the intention of
parties to have dation in payment.
Case:

Filinvest Credit Corporation v Philippine Acetylene

TENDER OF PAYMENT AND CONSIGNATION


1. TENDER OF PAYMENT
Concept

The act of offering the creditor what is due to him, together with a demand that the creditor accept the same.

If the creditor refuses to accept payment without just cause, he is in mora accipiendi and debtor is released from responsibility if
he consigns the thing due

Manifestation by debtor of desire to comply with obligation.

If accepted, obligation is extinguished.

If tender is not accepted for reasons other than just causes, the obligation cannot be extinguished by mere tender of payment

Can be a preparatory act to consignation, but not always.

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Requisites of a Valid Tender of Payment


1. Made in lawful currency
2. Should include interest due on the principal
3. Must be unconditional; the creditor cannot vary the terms of a tender accepted by him
4. Unaccepted offer in writing to pay is equivalent to actual production and tender of money or property.
2. CONSIGNATION
Concept Placing payment in the hands of judicial authority when the creditor cannot or refuses to accept it.
Purpose To avoid performance of an obligation becoming more onerous to the debtor by reasons not imputable to him
If not available, the debtor would have to attend indefinitely to its preservation.
Requisites of Consignation
1. There is a debt due
2. The consignation of the obligation was made because of some legal cause

General Rule: Previous valid tender was unjustly refused.


o Valid tender of payment (see above)
o Tender was refused for an unjust cause. Must prove:
i.
There was a previous tender of payment, without which the consignation is ineffective
ii.
Tender of payment was of the very thing due, or in case of money obligations, that the legal tender currency
was offered
iii.
Tender of payment was unconditional
iv.
Creditor refused to accept payment without just cause

Examples of just causes


1.
Debt is not yet due and the period is for the benefit of the creditor
2.
Payment by Third persons not interested in the fulfillment of the obligation

Other circumstances making previous tender exempt


o a. When tender and refusal not required
Art 1256 Par 2 Consignation alone shall produce the same effect in the following cases:
1. Creditor is absent or unknown or does not appear at place of payment
2. Incapacitated to receive payment at the time it is due (need not be legally declared)
3. Without just case, he refuses to give a receipt
4. Two or more persons claim the same right to collect
5. Title of the obligation has been lost
3. Prior notice of consignation had been given to the person interested in the obligation (1st

notice)

Art 1257 Par 1 In order that the consignation of the thing due may release the obligor, it must FIRST be announced to the persons interested in the fulfillment of the
obligation.

Persons to be notified all interested,


o Passive subjectssuch as co-debtors, guarantors, or sureties
o Active subjectssuch as solidary co creditors
o Possible litigantssuch as all those who claim to be entitled to the payment.

Notice may be made by publication.

Reason for 1st noticemake creditor aware of plan to consign, so that he will change his mind and accept payment.

Lack of this notice does not really invalidate the consignation, but gives rise to liability for expenses.
4. Actual deposit /consignation with proper judicial authority (includes sheriff)

If the debt is for a sum of money, a deposited check will not constitute a valid consignation.

Things will be kept in the custody of someone assigned by the court


o There must be an affidavit of the custodian attached to the action for consignation.
5. Subsequent notice of consignation (2nd notice)
Art 1258 Par 2 The consignation having been made , the interested parties shall also be
notified thereof.

May be complied with by the service of summons upon the defendant creditor together with a copy of the complaint
Given to all interested in the performance of obligations: passive (co-debtors, guarantors, sureties) or active (solidary cocreditors, possible litigants)
Reason for 2nd noticemake creditor aware of consigned payment, so that he may claim it.

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Effect of non-compliance
Art 1257 Par 2 The consignation shall be ineffectual if it is not made strictly in consonance with the provisions which regulate payment.

c. Effects of Consignation
Art 1260 Par 1 Once the consignation has been duly made, the debtor may ask the judge to order the cancellation of the obligation.

1.
2.
3.
4.
5.
6.

The debtor, in the same action to make a consignation, may ask the judge to order the cancellation of the obligation.
The debtor can ask for damages, usually actual or compensatory
i.
Basis is that the creditor is in mora accipiendi because of his refusal of a valid payment
The debtor is released in the same manner as if he had performed the obligation at the time of consignation, because
this produces the effect of a valid payment.
The accrual of interest on the obligation is suspended from the moment of the consignation.
The deterioration or loss of a thing or amount consigned occurring without fault of the debtor must be borne by the
creditor, because the risks of the thing are transferred to the creditor from the moment of deposit.
Any increment or increase in value of the thing after the consignation inures to the benefit of the creditor.

d. Withdrawal by debtor BEFORE acceptance by creditor OR approval by the Court


Art 1260 Par 2 Before the creditor has accepted the consignation, or before a judicial declaration that the consignation has been properly made, the debtor may withdraw
the thing or sum deposited allowing the obligation to remain in force.

- Before the consignation is effected, the debtor is still the owner and he may withdraw his property from the custody of the court
(custodia legis).
Effects of withdrawal before consignation is final
1. Obligation remains in force
2. Debtor bears all the expenses incurred because of the consignation
e. Withdrawal by debtor AFTER proper consignation
Art 1261 If the consignation having been made, the creditor should authorize the debtor to withdraw the same, he shall lose every preference which he may have over the
thing. The co-debtors, guarantors, and sureties shall be released.

- After consignation has been accepted by the creditor or declared valid by the court, the debtor no longer has any right over the
property, and can only withdraw it with the consent of the debtor.
Effect

revival of the obligation and relationship between creditor and debtor is restored to the condition in which it was before the
consignation
f. Expenses of consignation
Art 1259 The expenses of consignation, when properly made, shall be charged against the creditor.

Cases:
-

De Guzman v CA
TLG International Continental Enterprising v Flores
McLaughlin v CA
Soco v Militante
Sotto v Mijares
Meat Packing Corp v Sandiganbayan
Pabugais v Sahijwani

III. Loss or Impossibility

LOSS OF THE THING DUE


Concept Specific things are not the only objects that can be lost; the concept of loss extends to all causes, the loss of which may
render the performance of the prestation impossible.
Generally applies to determinate things
Must be subsequent to the execution of the contract in order to extinguish the obligation
If impossibility already existed when the obligation arose, the result is not extinguishment but inefficacy under Art 1348
(impossible things or services cannot be object of contracts) and Art 1493 (Sales contract without any effect if the object is
lost before perfection).
Contemplates both physical and legal loss.
Art 1189 (2) If the thing is lost through the fault of the debtor, he shall be obliged to pay damages; it is understood that the thing is lost when it:

a. Perishes true physical loss. E.g. an animal dies, a house is destroyed by fire, fruits rot, or a crop is washed away by flood
b. Goes out of the commerce of man for all purposes and intents, gone. Legal loss. Cannot be made subject matter of contracts.
Erased from legal firmament. Ex: when private land is converted into a public plaza, or a thing is declared contraband
c. Disappears in such a way that its existence is unknown or it cannot be recovered akin to perishing, but may still be found.
Disappearance is both physical and legal, e.g. when a ship sinks, a thing is stolen or dropped somewhere

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Kinds of Loss
a. As to extent

TOTAL

PARTIAL
b. As to kind
Art 1189 (2) If the thing is lost through the fault of the debtor, he shall be obliged to pay damages; it is understood that the thing is lost when it:

a.

Perishes
Physical loss. E.g. an animal dies, a house is destroyed by fire, fruits rot, or a crop is washed away by flood
b. Goes out of the commerce of man

Legal loss. Cannot be made subject matter of contracts. Erased from legal firmament. E.g. when private land is converted
into a public plaza, or a thing is declared contraband
c. Disappears in such a way that its existence is unknown or it cannot be recovered

Civil loss, according to Tolentino. Still a kind of physical loss for Sir Labitag.

Akin to perishing, but may still be found. e.g. when a ship sinks, a thing is stolen or dropped somewhere

Presumption in Loss of the Thing Due


Art 1265 Whenever the thing is lost in the possession of the debtor, it shall be presumed that the loss was DUE TO HIS FAULT, UNLESS there is proof to the contrary,
and without prejudice to the provisions of Art 1165.

General Rule: If the thing is lost in the possession of the debtor, the loss is presumed to be his fault.

He must bear the burden of proving otherwise.

However, even if that is the presumption, the creditor can still demand specific performance from him, as provided by Art.
1165.

This presumption is not applicable when the loss is due to a fortuitous event, when there is no concurrent fault or
negligence on the part of the debtor.
Effects of Loss of the Thing Due

Latin maxim, because Sir likes those things: Res perit domino. The thing is lost to the owner.
a. In obligation to give a specific thing
Art 1262 Loss or destruction of determinate thing without fault of debtor AND before he incurs in delay EXTINGUISHES OBLIGATION
Art 1268 When the debt of a thing certain and determinate proceeds from a criminal offense, the debtor shall NOT BE EXEMPTED from the payment of its price,
whatever may be the cause for the loss, UNLESS the thing having been offered by him to the person who should receive it, the latter refused without justification to
accept it.

GENERAL RULE: If the loss of the determinate thing is


1. Without fault of the debtor
2. Before he incurs in delay,
1. The obligation is extinguished.

In the case of reciprocal obligations, the entire juridical relation is extinguished. Thus, even the creditors obligation is
extinguished.
EXCEPTIONS:
1. Debtor is at fault i.e. in bad faith, negligence, delay, arises from criminal act.
2. When the debtor has promised to deliver the same thing to two or more parties
2. Debtor is made liable for fortuitous event

by law

contractual stipulation or

by the nature of the obligation, which requires assumption of risk on the part of debtor
b. In obligation to give a generic thing not extinguished
Art 1263 In an obligation to deliver a generic thing, the loss or destruction of anything of the
same kind does not extinguish the obligation.

GENERAL RULE: Genus nunquam perit. The genus never perishes.

Does not necessarily mean that a generic thing will be available forever. Rather, it implies that so long as a member of the
genus specified still exists, the generic thing, as demanded by the obligation, cannot be lost.
Question: That being said, can a genus perish?
Sir Labitag says that it can. A genus can be legally lost, or if all the members of the genus go out of the commerce of man, it can
perish.
EXCEPTIONS:

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1. Delimited generic things: limitation of the generic object to a particular existing mass or a particular group of things; become
determinate objects whose loss extinguishes the obligation
2. Generic thing has been segregated.
3. Monetary obligation
c. In case of partial loss
Art 1264 The courts shall determine whether, under the circumstances, the partial loss of the object of the obligation is so important as to extinguish the obligation.

Only available as a means to extinguish the obligation when the partial loss is not imputable to the fault or negligence of the debtor.
Intention of the parties is the controlling factor in the solution of each case of partial loss
E.g. The obligation is to give a house and lot. The house is the main part of the obligation, because the land it is on is essentially
worthless. If the house burns down, then its loss, even if it is only a partial loss of the obligation, is so important that it can extinguish
the obligation.
d. Action against third persons

Art 1269 The obligation having been extinguished by the loss of the thing, the creditor shall have all rights of action which the debtor may have against third person
by reason of the loss.

While the creditor cannot go after the debtor for reasons due to the loss of the thing, he can go after those who owe the
debtor due to the loss, such as insurance companies.
Refers not only to the rights and actions which the debtor may have against third persons but also to any indemnity which
the debtor may have already received.
E.g. money paid to the debtor upon expropriation of the property which is the object of obligation; insurance received by
owner of company with respect to victims of sunk vessel

IMPOSSIBILITY OF PERFORMANCE
Concept

Art 1266 The debtor in obligations to do shall also be released when the prestation becomes legally or physically impossible without the fault of the obligor.

Refers to SUBSEQUENT IMPOSSIBILITY


arises AFTER the obligation has been constituted. If the prestation was impossible BEFORE the obligation arose, the
obligation constituted is void.
Difficulty due to Change of Circumstances

Art 1267 When the service has become so difficult as to be manifestly beyond the contemplation of the parties, the obligor may also be released therefrom, in whole or in part.

The usual difficulties in the assumption of an obligation are not enough to place the obligation under the purview of this article.
There must be a manifest disequilibrium in the prestations, such that one party would be placed at a disadvantage by the unforeseen
event.
Doctrine of unforeseen events, rebus sic stantibus: the parties stipulate in the light of certain prevailing conditions, and once
these conditions cease to exist, the contract also ceases to exist. (changed circumstances, manifestly beyond contemplation).
This is an exception to the rule pacta sunt servanda which says that contracts have the force of law between the parties.
E.g. Paris lamplighters obligation to light all the lamps of Paris everyday became so difficult as to be impossible when the city
switched to electric lamps.
Requisites for application of Art 1267
1. Event or change in circumstances could not have been foreseen at the time of the execution of the contract
2. Change of circumstances makes the performance of the contract extremely difficult but not impossible
3. Event must not be due to the acts of any of the parties
4. Contract is for a future prestation
Question: Was the sudden increase in subscribers in Natelco v. Casureco II a circumstance manifestly beyond the
contemplation of the parties?
According to Sir Labitag, it was not. The two companies should have foreseen that there would be a big increase in subscribers if the
telephone wires were to be extended so much over the area of Casurecos operations.
Kinds of Impossibility
1. As to extent
TOTAL
PARTIAL significant in Art 1264 (extinguishment due to partial loss subject to the courts determination)
TEMPORARY - according to Tolentino: merely delays the fulfillment of the obligation, and doesnt extinguish it, unless otherwise
stipulated
2. As to source
LEGAL

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i.
Direct prohibited by law
ii.
Indirect prevented by supervening legal duty such as military service
PHYSICAL By reason of its nature, cannot be accomplished
Requisites of Impossibility
Art 1266
1. Obligation used to be possible at the constitution of obligation
2. Subsequent impossibility
3. Without the fault of the debtor
Effects of Impossibility
a. In obligations to do and not to do
Art 1266 releases debtor from obligation if prestations has become legally or physically impossible
Art 1267 releases debtor if performance has become so difficult to be so manifestly beyond the contemplation of the parties
Art 1262 Par 2 (by analogy) Impossibility due to fortuitous events does not extinguish obligation if:

By law

By stipulation

Nature of the obligation requires assumption of risk


In case of partial performance by the debtor: creditor must pay for the part done so long as he benefits from such partial
compliance.
If debtor received anything from creditor prior to loss or impossibility: must return anything in excess of what corresponds to the
part already performed when the impossibility supervened.
b.

In case of partial impossibility (analogous to partial loss, supra.)

Art 1264 The courts shall determine whether, under the circumstances, the partial loss of the object of the obligation is so important as to extinguish the obligation.

IV.

Condonation or Remission

Concept

Creditor, out of his own liberality, renounces the enforcement of the obligation
o Extinguishes the obligation either in its entirety or only in a specific part or aspect.

It is in nature of an offer of simple DONATION.

Condonation/remission is essentially gratuitous. That there is NO equivalent thing received for the benefit given.
o When there is something of value given in exchange for the extinguishment of the obligation then that is NOT
condonation/remission such as in the follwing cases:

Dation in payment - receive a thing different from that stipulated

Novation - when the object or principal conditions of the obligation are changed

Compromise - when the matter renounced is in litigation or dispute and in exchange of some
concession which the creditor receives
Kinds of Condonation

As to extent
o TOTAL - covers entire obligation
o PARTIAL- refers to

reduction in amount of indebtedness, but not complete renouncement

an accessory obligation (such as pledge or interest) or

to some other aspect of the obligation (such as solidarity)


Question: What is the least part of an obligation that can be condoned?
The juridical tie between solidary co-debtors or co-creditors. Thus, a solidary obligation can become joint due to a condonation.

As to form

Art 1270 Par 1 Condonation or remission is essentially gratuitous and requires the acceptance by the obligor. It may be made expressly or impliedly.

o
o

EXPRESS - when made formally, accordance with the forms of ordinary donations
IMPLIED - inferred from the acts of parties
As to date of delivery
o Inter vivos - takes effect during lifetime of the donor
o Mortis causa - takes effect upon the death of the donor and must comply with the formalities of wills

Requisites of Condonation
Requisites

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a.
b.

must be gratuitouswithout any equivalent or consideration


must NOT be inofficious
i.
If so, legal heirs of creditor may ask for revocation/reduction of the condonation/remission
Parties must be capacitated and must consent to the condonation
i. Debtor must accept the remission in the proper form
ii. Formality is required when condonation for more than P5,000, in accordance with rules on formality in
donations.
Debts must be existing and demandable at the time remission is made

c.

d.

Unilateral renunciation is possible under Art 6 (waiver of rights); nothing prevents him from abandoning his rights

Case: Yam v CA
Presumptions of Implied Condonation
Art 1272 Whenever the private document in which the debt appears is found in the POSSESSION of the debtor, it shall be presumed that the creditor delivered it
voluntarily, unless the contrary is proved.

Only prima facie and may be overcome by contrary evidence to show that notwithstanding the possession by the debtor of
the private document of credit, it has not been paid.

Art 1271 The DELIVERY of a private document evidencing a credit, made voluntarily by a creditor to the debtor, IMPLIES the renunciation of the action which the
former had against the latter.

Not applicable to public documents because there is always a copy in the archives which can be used to prove the credit.
Surrender of weapon of enforcement of his rights
Taking together Arts. 1271 and 1272, if the private document in which the debt appears is found in the possession of the
debtor, it is presumed that the creditor delivered it to him voluntarily.
Furthermore, if such a delivery is made, whether in fact or in line with this presumption, the debt is presumed remitted.

Art 1274 It is presumed that the accessory obligations of pledge has been REMITTED when the thing pledged, after its delivery to the creditor, is found in the
possession of the debtor, or a third person who owns the thing.

Really simple explanation of pledge


o The same as the concept of sangla, such as pawning property at a pawnshop
o Pledgor/debtor delivers the property to be pledged to the pledgee/creditor as guaranty for a loan
o The pledgee must hold the property until the debtor pays off his loan, or, after the debtor fails to pay it off, he
can sell it to answer for the debt.
o Thus, when the property pledged is found in the possession of the debtor, it is presumed that the creditor
returned it to him as a form of remission.

Effects of Condonation

In general, extinguishes the obligation, either totally or partially

Special case in joint or solidary obligations


o Joint obligation: only the share of the obligation corresponding to the debtor who procured the remission is
extinguished
o Solidary obligation: if one debtor procures the remission of the entire debt, than such remission is for the
benefit of all.

However, the solidary creditor who remits the debt is liable to the other co-debtors, if one of them
had already paid the whole obligation before the remission. (solution indebiti)
Governing Rules in Condonation
o Rules of inofficious donations
o Rules of formality required in donations if express.
Effects of Renunciation of Accessory Obligation
Art 1273 The renunciation of the principal debt shall extinguish the accessory obligations; but the waiver of the latter shall leave the former in force.

Accessory merely follows the principal. Thus, if the accessory obligation is condoned, the principal one subsists.

V. Confusion or Merger of Rights


Concept

Merger or confusion is the meeting in one person of the qualities of the creditor and the debtor with respect to the same
obligation.
o Only one obligation, originally with discrete debtor and creditor.

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o
o

By some act, the rights of the creditor were transferred to the person of the debtor.
The obligation is extinguished because it is absurd that a person should have to enforce an obligation against
himself.
May be revoked, as a result of which the obligation is recreated in the same condition that it had when merger took place.
How does this happen?
o Anything that brings about succession to the credit; most commonly, through succession, where the debtor
inherits his own debt to the testator from the testator. Thus, he becomes a creditor/debtor of himself.
o Another common way this occurs is when a negotiable instrument, like a check, finds its way back one of its
endorsers.

Requisites for Confusion


1. The person in whom the obligation is merged must take on the rights of both the creditor and the principal debtor (Art 1276)
2. Very same obligation must be involved, for if the debtor acquires rights from the creditor, but not the particular obligation in
question, there will be no merger.
3. Confusion must be total or as regards the entire obligation

Effects of Confusion
1. In general, extinguishes the obligation.
E.g. When a mortgagee of a piece of land acquires the mortgagors equity or right to redeem, there is an extinguishment of the mortgage obligation by merger, as the
mortgagee becomes the owner of the land.

2. In case of

Joint obligations
Art 1277 Confusion does not extinguish a joint obligation EXCEPT as regards the share corresponding to the creditor or debtor in whom the two characters concur

o Confusion in a joint debtor or creditor only extinguishes his share of the obligation.
Solidary obligations

Art 1215 Confusion made by any of the solidary creditors or with any of the solidary debtors shall extinguish the obligation , without prejudice to the provisions of Art
1219.

Confusion in Principal or Accessory Obligation


Art 1276 Merger which takes place in the person of the principal debtor or creditor benefits the guarantors. Confusion which takes place in the person of any of the
latter does not extinguish the obligation .

Merger releases the guarantor because they are merely accessory obligations
Guarantor acquires the credit, his obligation as guarantor is extinguished, but the principal obligation subsists which he can
enforce against the debtor and other co-guarantors.
When mortgaged property belongs to a third person, mortgagee acquires a part of the property, the same is released from
the encumbrance. The obligation merely becomes a partly (if the acquisition is not total) unsecured obligation.

VI.

Compensation or Abbreviated Payment

Concept
Art 1278 Compensation shall take place when two persons, in their own right are creditors and debtors of each other.

There are two parties, both of whom are, at the same time, debtors and creditors of one another. Their obligations are
cancelled out to the extent that they are of equal value.

Offsetting of two obligations which are reciprocally extinguished if they are of equal value or extinguished to the
concurrent amount if of different values.
o Conservation of energy

Balancing between two obligations, involves a figurative operation of weighing two obligations simultaneously in order to
extinguish them to the extent in which the amount of one is covered by the other.

Payment is simplified and assured between persons who are indebted to each other.

Although it takes place by operation of law, it must be alleged and proved by the debtor who claims its benefits.

Once proved, its effect retroacts to the moment when the requisites provided by law concur.
Distinguished from payments
PAYMENT

COMPENSATION

Capacity to dispose the thing paid and capacity to receive are


required for debtor and creditor

Such capacity is not necessary, because it takes place by operation of


law and not by the acts of parties

Performance must be complete

There may be partial extinguishment of an obligation

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Advantage of Compensation over Payment


1. Compensation is simpler, taking effect without action by either party to extinguish their respective obligations
2. Better guarantee of making the credit effective, because there is less risk of loss by the creditor due to insolvency or fraud of the
creditor
Distinguished from Confusion
CONFUSION

COMPENSATION

Involves only one obligation

There must always be two obligations

There is only one person in whom the characters of creditor and


debtor meet.

Two persons who are mutually debtors and creditors of each


other in two separate obligations, each arising from a different
cause.

Kinds of Compensation
1.

As to extent

TOTALwhen two obligations are of the same amount


PARTIALwhen the amounts are not equal
2.

As to origin

LEGALtakes place by operation of law because all the requisites are present
VOLUNTARY/CONVENTIONALwhen the parties agree to compensate their mutual obligations even if some requisite is
lacking, such as that provided in Art 1282
Art 1279 Requisites of legal compensation are inapplicable
Art 1282 The parties may agree upon the compensation of debts which are not yet due.

Requisites of Voluntary Compensation


1. Each of the parties can dispose of the credit he seeks to compensate
2. They agree to the mutual extinguishment of their credits
JUDICIAL (set-off or counterclaim)
Art 1283 If one of the parties to a suit over an obligation has a claim for damages against the other, the former may set it off by proving his right to said damages and the
amount thereof.

When decreed by the court in a case where there is a counterclaim e.g. defendant is the creditor of the plaintiff for an unliquidated
amount, sets up his credit as a counterclaim against the plaintiff and his credit is liquidated by judgment, thereby compensating it with
the credit of the plaintiff.

Legal compensation is not possible because the claim is unliquidated.


FACULTATIVE set up only by the option of a creditor, when legal compensation cant take place because of the want of some
legal requisite for the benefit of the creditor. The creditor can renounce his right to oppose the compensation, and he himself can set
it up.
Example: From Tolentino: A owes B an Arabian horse, and B owes A a generic horse. There can be no legal compensation here because of lack of identity in the quality of
things due. But since B can deliver any horse to A, so long as it is not of a poor quality, B can set up compensation; this would have the same effect as if B demanded the
Arabian horse from A and then delivered it back to A in the performance of Bs obligation.

As compared with conventional: facultative is unilateral, while conventional depends upon agreement of both parties
Situation where one party can set up compensation against the other, but 1 or 2 requisites for legal compensation are not
present

Question: Who can claim facultative compensation?

Generally, the one who would typically be damaged by the compensation, but who has the right to waive a claim for such
damages.

Suspensive period (Lacking requisite: Debts due and demandable)


o Presumption: Benefit is for both parties. Therefore, cannot be waived.
o However, when the period is for the benefit of the debtor, he can waive the need for the period.

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o Same case for periods beneficial only to creditor; creditor can waive.
Suspensive condition (Debts not due and demandable)
o Waivable by debtor
Obligations to be set off are for things of varying quality (thus 2nd requisite is not present), i.e. one thing is of higher quality
than the other.
o E.g. Arabian horse and ordinary horse
o Creditor of thing of lower quality (and thus debtor of thing of lower quality) can waive.

Question: Can an obligation to give a specific thing be compensated by an obligation to pay money?
Yes. First, the obligation to give a specific thing should be converted to one to give a sum of money, via a judgment credit for
damages due to a breach of obligation. The ground in that action is the failure of the debtor of the specific thing to perform his
obligation.
Who can claim facultative compensation, and why?
Gabes answer: The judgment creditor. Following the rule that it is the party who would ordinarily be prejudiced by compensation
who has the right to waive the defect, the right to a facultative compensation goes to the judgment creditor, who, in effect, is waiving
his right to have the injury caused to him fully redressed.

LEGAL COMPENSATION
Requisites for Legal Compensation
Art 1279 In order that compensation may be proper it is necessary that:
1.

Each one of the obligors be bound principally and that at the same time a principal creditor of the other. (MINIMUM
REQUIREMENT FOR COMPENSATION)

Principal debtors and creditors


o Thus, not applicable if only a guarantor, though guarantors can also set up compensation between their
principals and their principals debtors. (see below)

Solidary debtor cannot set up the obligation of the creditor in favor of a co-debtor, except as regards the share of the latter
o In cases of conventional or facultative compensation, at the very least, this requirement must be present
2. That both debts consists in a sum of money, or if the things due are consumable, they be of the same kind and also of the
same quality if the latter has been stated.
3. That the two debts are due
4. That they be liquidated and demandable

Liquidated debts
when its existence and amount are determined

Demandable - enforceable in court

What are not subject to legal compensation, though this defect may be waived.
o Period which has not yet arrived
o Suspensive condition has not yet happened
o Obligation cannot be sued upon e.g. natural obligation
5. That over neither of the debts be any retention or controversy, commenced by third persons and communicated in due time
to the debtor

Not applicable to facultative obligations, but applicable to those with penal clause
Art 1280 Notwithstanding the provisions of the preceding article, the guarantor may set up compensation as regards what the creditor may owe the principal debtor.

Liability of the guarantor is only subsidiary; it is accessory to the principal obligation of the debtor.
However, the guarantor may set up compensation between the creditor and the debtor.
o If debtors obligation is compensated, it would mean the extinguishment of the guaranteed debt and benefits
the guarantor.

Cases:
y Gan Tion v CA
y Silahis Marketing Corp v IAC
y BPI v Reyes
y PNB v Sapphire Shipping
y BPI v CA
y Mirasol v CA
Effects of Legal Compensation
1. Both debts are extinguished to the concurrent amount (Art 1290)

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2.
3.
4.
5.

Interests stop accruing on the extinguished obligations or the part extinguished


Period of prescription stops with respect to the obligation or part extinguished
All accessory obligations of the principal which has been extinguished are also extinguished
If a person should have against him several debts which are susceptible of compensation, the rules on application of
payments shall apply to the order of the compensation. (Art 1289)

When compensation is not allowed


1. Depositum (Art 1287)
2. Commodatum (Art 1287)
3. Support due gratuitous title (Art 1287)
4. Civil liability arising from a penal offense (Art 1288)
5. Obligations between partners in a partnership
6. Obligations between a partner and partnership, for damages done to the partnership, may not be compensated by profits and
industry contributed by partner
Art 1287 Compensation shall not be proper when one of the debts arises from a depositum or from the obligations of a depositary or of a bailee in a commodatum.
Neither can compensation be set up against a creditor who has a claim for support due by gratuitous title, without prejudice to the provisions of Art 301 (support in
arrears can be compensated).

A deposit is made or a commodatum is given on the basis of confidence of the owner. Therefore, it is only just that the
depositary or borrower should in fact perform his obligation; otherwise the trust of the depositor or lender would be
violated.

Art 1288 Neither shall there be compensation if one of the debts consists in civil liability arising from a penal offense .

Satisfaction of such obligation is imperative

No compensation may occur even when all the requisites concur :


1. When there is renunciation of the effects of compensation by a party rests upon a potestative right and unilateral declaration of
renunciation is sufficient
2. When the law prohibits compensation (Arts 1287-88, supra.)
Compensation of debts payable in different places
Art 1286 Compensation takes place by operation of law, even though the debts may be payable at different places , but there shall be an indemnity for expenses of
exchange or transportation to the place of payment.

Legal compensation is automatic; even without any act by the two parties, compensation takes place.
This is not true for any of the other kinds of compensation, however.

Effects of Nullity of debts to be compensated


Art 1284 When one or both debts are rescissible or voidable, they may be compensated against each other BEFORE they are judicially rescinded or avoided.

Effects of Assignment of Credit


A. Made AFTER compensation took place: no effect; compensation already perfected, nothing to assign at all
- Assignee is left with an action for eviction or for damages for fraud against assignor
B. Made BEFORE compensation took place
1. With consent of debtorcannot set up compensation against assignee UNLESS debtor reserved his right to compensation
when he gave his consent
Art 1285 Par 1 The debtor who has consented to the assignment of rights made by a creditor in favor of a third person, cannot set up against the assignee the
compensation which would pertain to him against the assignor, UNLESS the assignor was notified by the debtor at the time he gave his consent, that he reserved his right
to the compensation.

2. With knowledge but without consent of debtoronly debts prior to assignment, not subsequent
Art 1285 Par 2 If the creditor communicated the cession to him but the debtor did not consent thereto, the latter may set up the compensation of debts previous to the
cession, but not of subsequent ones.

3.

Without the knowledge of debtorall debts maturing prior to his knowledge

Art 1285 Par 3 If the assignment is made without the knowledge of the debtor, he may set up the compensation of all credits prior to the same and also later ones
until he had knowledge of the assignment.

Rationale: As far as the debtor is concerned, the assignment does not take effect except from the time he is notified thereof.

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VII.

Novation

Concept

There is a pre-existing obligation

The parties want to change:


o The object or prestation
o The person of the debtor
o The person of the creditor

When the change is effected, the pre-existing obligation is deemed extinguished, while a new obligation, with the changes in
place, is created.

Only occurs when it is the intention of the parties to do so; otherwise, the pre-existing obligation subsists, and stands
alongside the new one.
Art 1291 Obligations may be modified by:
1. Changing the object or principal conditions
2. Substituting the person of the debtor
3. Subrogating a third person in the rights of the creditor

Unlike other acts of extinguishing obligation, novation is a juridical act of dual function in that at the time it extinguishes
an obligation, it creates a new one in lieu of the old.

Does not operate as an absolute extinguishment but only as a relative one.


Kinds of Novation
1.
As to form
a.
EXPRESS

Parties declare that the old obligation is extinguished and substituted by the new obligation

Parties expressly disclose that their intention in making the new obligation is to extinguish the old obligation; otherwise,
both remain in force.
b.
IMPLIED

incompatibility between the old and the new obligations (TEST: they cannot stand together, each one having independent
existence)

no specific form is required


2.
a.
b.
3.
a.
b.

c.
4.
a.
b.

As to origin
CONVENTIONAL - by express stipulation of the parties
LEGAL - by operation of law
As to object
OBJECTIVE/REAL - change in the cause, object or principal conditions
SUBJECTIVE/PERSONAL - modification of obligation by the change of the subject

passive - substitution of debtor

active - subrogation of a third person in the rights of the creditor


NOTE: Sir doesnt like people mixing up terms. Its substitution of debtor, and subrogation of creditor, NOT
substitution of creditor.
MIXED - both objective and subjective novation
As to effect
PARTIAL - only a modification or change in some principal conditions of the obligation
TOTAL - obligation is completely extinguished

Requisites of Novation
1. Previous valid obligation - existing at the time of novation
2. The agreement of all parties to the new contract
3. Extinguishment of the old contract (express / implied)
4. Validity of the new one (not a mere draft of a contract / executory agreement)
5. Animus novandi or intent to novate (especially for implied novation and substitution of debtors) shown by express agreement or
in acts of equivalent import

Capacity of the parties to enter into the new contract is implied in the above requisites
Art 1292 In order that obligation may be extinguished by another which substitutes the same, it is imperative that
1. It be so declared in unequivocal terms (express)
2. Old and the new obligations be on every point incompatible with each other (implied)

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Novation is not presumed
Considerations to determine whether the changes made are sufficient to novate
o
nature of the clause modified
o
intention of the parties,
o
economic significance of the change
EXAMPLES OF NOVATION (incompatible; essential changes)

2 overdue promissory notes (500 & 3,000) pay 3,500+300 on a specified future date

sale with right to repurchase: title in the vendor & 20K repurchase price title in the vendee & 60K repurchase price

changes: co-signer in solidum, amount of obligation, maturity date (Macondray & co. vs. ruiz)

extension of time to pay & mode changed to installments

court judgment mortgage contract reducing the amt of obli, changing the mode of payt to installment basis and adding
the security (lu vs. fauco)

EXAMPLES OF CASES WHERE THERE IS NO NOVATION

judgment contract providing for monthly payts & creditors right to sue in case of default (only provided for another
method of payment)
o NO NOVATION (can stand together; accidental changes: changes referring to secondary agreements /
modifications of incidental facts)

contract of lease AND deed of cession of the right to repurchase the same property

mortgage AND guarantee bond to forestall foreclosure of mortgage

execution of public instrument to confirm a private document recognizing an oral contract

substitution of the title/evidence of the credit


Cases:

Millar v CA
Magdalena Estate v Rodriguez
Reyes v Secretary of Justice
Congchingyan v RB Surety and Insurance
Broadway Centrum Condominium Corp v Tropical Hut
California Bus Line v State Investment

Effects of Novation
Art 1296 When the principal obligation is extinguished in consequence of a novation, accessory obligations may subsist only insofar as they may benefit third person who
did NOT give their consent.

1. In general: extinguishment of the original obligation and creation of a new one


2. Effects on accessory obligations

General rule: extinguished (accessory follows principal)

Another reason: basis of the consent of mortgagor, pledgor, surety & guarantor will be DESTROYED if changed.

Exceptions:

contrary stipulation (e.g., to pay interest, pledges and mortgages; guarantors & sureties agree to be bound under the new
agreement)

stipulation in favor of a 3rd person who did NOT consent to the novation (stipulation pour autrui): although technically this
is an accessory obligation, it is in reality a distinct obligation which cannot be extinguished without the consent of the 3 rd
person
Effect of the Status of the Original or the New Obligation
1.
Nullity / Voidability of the original obligation
Art 1298 The novation is void if the original obligation was void, except when:
- annulment may be claimed only by the debtor, or
- when ratification validates acts which are voidable.

a.

VOID obligations CANNOT be novated (Reqt#1 is lacking)


wanting in some essential requisite or otherwise inexistent (e.g., obligation already extinguished)
includes voidable contracts already annulled by decree of competent court

b.

VOIDABLE obligation (original)


novation is effective (because original obligation is valid) when:
there is ratification before novation
in cases where annulment can be claimed ONLY by the debtor:

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o
o
o
o

consent of the debtor to the novation (implied waiver of the action for nullity)
debtor has knowledge of the cause of nullity
cause of nullity has already ceased
original obligation should have the essential requisites for its existence
EXAMPLE: new contract assuming the PRESCRIBED DEBT is VALID (prescription, being available only to the debtor, can be
waived by him)

2.

in the case of expromision (old debtor has not intervened/consented to the substitution):
OLD debtor may avail the defense of the NULLITY of the original obligation (in the event that an action for
reimbursement is brought against him by the new debtor)
NEW debtor CANNOT set up the nullity as a defense / as a ground for recovery against the creditor if the new debtor
knew of the cause of the nullity
Nullity / Voidability of the new obligation

Art 1297 If the new obligation is void, the original one shall subsist, unless the parties intended that the former one shall be extinguished in any event.

a.

VOID obligation (new)


Void even BEFORE novation:

General rule: original obligation subsists; no novation (Reqt#4 is missing)

Exception: when parties intended that the original obligation be extinguished in any event

Became void AFTER novation (e.g., due to loss of object): Creditor CANNOT demand the object of the original
obligation since it was extinguished by novation
b.
VOIDABLE obligation (new)

Novation is effective except if the new obligation is set aside (e.g., on the ground of minority of one of the parties) in which
case the original obligation subsists unless the parties intended otherwise.
3.

Suspensive / Resolutory condition of the original obligation

Art 1299 If the original obligation was subject to a suspensive or resolutory condition, the new obligation shall be under the same condition, unless it is otherwise stipulated.

a.

Original is conditional (1299), New is pure


Intention of the parties in entering into the new contract:
merely to suppress the condition: NO novation, no new contract
to extinguish the original obligation:
o GENERAL RULE: novation itself is CONDITIONAL

suspensive condition: its fulfillment gives rise to novation (Reqt#1 is met)

resolutory condition: its happening extinguishes the old obligation, placing it in the same category as a
void obligation (Reqt#1 is lacking)
o EXCEPTION: the parties by their express will substitute a pure obligation for a conditional one.

b.
Original is conditional (1299), New is conditional [assuming suspensive condition]

If the CONDITIONS in the 2 obligations (not the obligations themselves) are NOT incompatible: ALL the conditions
must be fulfilled before novation becomes effective

if only the conditions affecting the OLD are fulfilled: old obligation subsists

if only the conditions affecting the NEW are fulfilled: still no novation

If the CONDITIONS of the 2 are INCOMPATIBLE: comply only with the conditions of the NEW obligation (reason:
obvious intention to novate extinguishes the old)
c.

Original is pure, New is conditional [assuming suspensive condition]


Intention of the parties in creating the new obligation:
merely to attach the condition to the original obligation: NO novation
to novate the original pure obligation:
o novation and consequent extinguishment of the old are subject to the CONDITION
o pending the happening of the condition: old is as much in the state of suspense as the new obligation (OLD is
not extinguished and cannot be performed)
NO novation if the condition is NOT fulfilled before one of the parties withdraws from the proposed conditional contract.

OBJECTIVE NOVATION - change in the object or prestations

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Meaning of PRINCIPAL CONDITIONS - principal conditions or terms (e.g. making the debt absolute instead of
conditional and vice-versa)

Example of objective novation is DACION EN PAGO or Dation in payment (see related section, supra.)

CHANGE in AMOUNT of debt = usually not a novation

INCREASE in amount: implied novation IF intention to novate can be proven

DECREASE in amount: NOT novation, ONLY a partial remission/condonation of the same debt

Extension of time does not imply novation. But the shortening of the period is a novation (e.g., Ynchausti v Yulo)

Conversion of an obligation to some other obligation like:


o pay sum of money deliver property / rendition of service
o deposit loan / commodatum / lease
o simple alternative obligation
o written contract to sell verbal contract of lease
SUBJECTIVE NOVATION

In all kinds of subjective novation, the consent of the creditor and the consent of the 3rd person are required. WHY?

Creditor
In expromision & delegacion: Substitution of one debtor for another may delay or prevent the fulfillment of the obligation
by reason of the inability or insolvency of the new debtor
In subrogation: His right will be extinguished

3rd person / New Debtor (expromision & delegacion) He will assume the obligation

3rd person / New Creditor (subrogation) He becomes a party to a new relation

Consent of the OLD debtor


required in delegacion because initiative to substitution emanates from him
required in subrogation because he becomes liable under a new obligation

Consent of the old creditor, old debtor & 3rd person are all required in subrogation and delegacion. In expromision, only
the consent of the old creditor & new debtor are required.

Consent of the parties need not be given simultaneously, nor is it required to be in any specific form (may be implied or
express as long as it is given).
1.
By change of debtor (Substitution)

Consent of the Creditor


cannot be presumed from his acceptance of payments by a 3rd party for the benefit of the debtor without further acts
may be given any time as long as the agreement between the old and new debtors still subsist

When the original contract authorizes the debtor to transfer his obligation to a 3rd person, NOVATION is effected when
the CREDITOR IS NOTIFIED that such transfer has been made.

Release of the Debtor is required


It is not enough to extend the juridical relation to a 3rd person; it is necessary that the old debtor be released from the
obligation and the 3rd person / new debtor takes his place.
Without the release:

there is no novation

the person who assumed the obligation of the debtor merely becomes a co-debtor or a surety [the first and the new debtors
are considered obligated JOINTLY if there is no agreement to solidarity]
* Sir Labitag: stipulation that will best protect creditors interests (especially if expromision) = hold the old and new debtors liable
solidarily but demand will first be made to the new debtor
a.
EXPROMISION
May be done at the instance of the creditor or the third party himself
NO expromision where the widow of the deceased debtor wrote to the creditor: In reply to your favor, which I have
received together with a copy of my current account kept in your city, showing a balance of P12K, I have to state that I find the same
entirely satisfactory. I hope to be able to remit a part of the sum during the month of October. debt still chargeable against the
estate of the debtor
Requisites of Expromision
1. Consent of two parties (new debtor and creditor)
2. Knowledge or consent of the debtor is not required
Art 1293 Novation which consists in substituting a new debtor in the place of the original one, may be made even without the knowledge or against the will of the original
debtor, but not without the consent of the creditor. Payment by the new debtor gives him the rights mentioned in Art 1236 and Art 1237.
Art 1236 Par 2 Whoever pays for another may demand from the debtor what he has paid, except that if he paid without the knowledge or against the will of the debtor, he can
recover only insofar as the payment has been beneficial to the debtor.

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Art 1237 Whoever pays on behalf of the debtor without the knowledge or against the will of the latter, cannot compel the creditor to subrogate him in his rights, such as
those arising from a mortgage, guaranty, or penalty.
Art 1294 If the substitution is without the knowledge or against the will of the debtor, the
any liability on the part of the original debtor.

new debtors insolvency or non-fulfillment of the obligation shall NOT give rise to

Effects of Expromision
1.
Original debtor is released from the obligation.
2.
Reimbursement & Subrogation (1236 par 2 & 1237)
a.
If substitution is WITH his knowledge or consent: New debtor is entitled to full reimbursement of the amount paid and
subrogation.
a.
If substitution is WITHOUT knowledge and consent: New debtor can only compel old debtor to reimburse inasmuch as
the payment has been beneficial to him. No subrogation takes place.
3.
New debtors insolvency or non-fulfillment (1294)
a.
If substitution is WITH his knowledge or consent: Old debtor is NOT liable. (Tolentino: even if the literal wording of
1294 seems to imply otherwise, the intent of the code is to generally release the old debtor from any further liability in substitution
except in the cases contemplated in 1295 which are limited to delegacion.)
b.
If substitution is WITHOUT knowledge and consent: Old debtor is NOT liable.
* Sir Labitag: Its always the fault of the creditor.
b.
DELEGACION
Debtor offers and the creditor accepts a third person who consents to the substitution so that the consent of the three is
necessary.
Differs from the MERE INDICATION made by the debtor that a 3rd person shall pay the debt (old debtor is NOT
released).
Delegante (old debtor), delegatario (creditor) and delegado (third person new debtor)
Requisites of Delegacion (vs. Art 1293)
1.
Initiative for substitution must emanate from the old debtor
2.
Consent of the new debtor
3.
Acceptance by the creditor
Art 1295 The insolvency of the new debtor, who has been proposed by the original debtor and accepted by the creditor, shall NOT REVIVE the action of the latter
against the original obligor, EXCEPT when said insolvency was:
already existing and of public knowledge, OR
known to the debtor, when he delegated his debt.

Effects of Delegacion
1.
Original debtor is released from the obligation.
2.
Reimbursement & Subrogation (1236 par 2 & 1237):
New debtor is entitled to full reimbursement of the amount paid and subrogation.
3.
New debtors insolvency or non-fulfillment (1295):

GENERAL RULE: Old debtor is not liable.

EXCEPTIONS: at the time of delegation:


i.
insolvency is already existing and publicly known
ii.
old debtor is aware of the insolvency (bad faith)

Exception to the Exception: Creditor knew the insolvency at the time of delegation (hence, he cannot recover from the old
debtor despite the presence of the circumstances indicated in the exceptions)
Cases:

Garcia v Llamas
Quinto v People

Question: Compare the effect of expromision and delegacion with regards to insolvent new debtors.
In general, the old debtor is not liable for the insolvency of the new debtor. However, in delegacion, if the old debtor knew of the
insolvency of the new debtor, or such insolvency was publicly known, he may be liable, unlike in expromision, where the old debtor
can never be made liable for the insolvency of the new debtor.
2.
-

By change of creditor (Subrogation)


transfer of the CREDIT with ALL the rights of the creditor against the debtor or 3rd persons
all the terms are the same except the name of the creditor

Art 1300 Subrogation of a third person in the rights of a creditor is either legal or conventional. The former is not presumed, except in cases expressly mentioned in
this Code; the latter must be clearly established in order that it may take effect.

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a.
-

CONVENTIONAL SUBROGATION
takes place by agreement of the parties

Art 1301 Conventional subrogation of a 3rd person requires the consent of the original parties and of the 3rd person.

Requisites of Conventional Subrogation


1.
Consent of the old creditor because his right is extinguished
2.
Consent of the debtor because he becomes liable to a new obligation
3.
Consent of the third person / new creditor because he becomes a party to the new relation
Question: What is the difference between conventional subrogation and assignment of credit?
CONVENTIONAL SUBROGATION
ASSIGNMENT OF CREDITS
Debtors consent is necessary
Debtors consent is not required
Extinguishes the old obligation and gives rise to a new one
Refers to the same right which passes from one person to
another
The nullity of an old obligation may be cured by subrogation Nullity of an obligation is not remedied by the assignment of the
such that the new obligation will be perfectly valid
creditors right to another

Example of assignment of credit: discounting of assignor-creditors postdated checks

Two Effects of Conventional (and Legal) Subrogation


(1)Art 1303 Subrogation transfers to the person subrogated the:
credit with
all the rights thereto appertaining, either against the debtor or against third persons, be they guarantors or possessors of mortgages, subject to stipulation in a
conventional subrogation.

If a suspensive condition is attached, that condition must be fulfilled first in order the new creditor may exercise his rights.

Prestations which could not have been required of the original creditor CANNOT be demanded of the new one.

Subrogation in INSURANCE: upon payment of the loss, the insurer is entitled to be subrogated pro tanto to any RIGHT
OF ACTION which the insured may have against the THIRD person whose negligence/wrongful act caused the loss.
(2)Art 1304 A creditor, to whom partial payment has been made, may exercise his right for the remainder and he shall be preferred to the person who has been
subrogated in his place in virtue of the partial payment of the same credit.

Refers to hierarchy of credits:

Conforms to justice and equity

Because of the partial payment, the 3rd person is only partially legally/conventionally subrogated.

Example: Under a contract of sale, the vendee fails to pay the installments. The vendor brought an action for the 1st
installment which was later satisfied from the property of the vendees surety. The vendor is entitled to preference in the payment of
the remaining installments before the surety can exercise any rights obtained under subrogation
Case: Licaros v Gatmaitan
b.
-

LEGAL SUBROGATION
Takes place without agreement but by operation of law because of certain acts
Legal subrogor (original creditor) and legal subrogee (3rd person)

Requisites of Legal Subrogation


When is Legal Subrogation presumed
General rule: legal subrogation is NOT presumed
EXCEPTIONS:
Art 1302 It is presumed that there is legal subrogation:
1.
When a creditor pays another creditor who is preferred, even without the debtors knowledge;
2.
When a 3rd person, not interested in the obligation, pays with the express/tacit approval of the debtor;
3.
When, even without the knowledge of the debtor, a person interested in the fulfillment of the obligation pays, without prejudice to the effects of confusion as to the latters
share

1.

Payment to Preferred Creditor (even without debtors knowledge)


Refers to hierarchy of credits, under Art 2241 (preferred credits-its a long list)
There is subrogation so long as the original creditor accepts the amount as full payment; amount actually paid is immaterial.
o Preferred creditor cannot refuse a valid tender of payment.

Debtor can still set up against the new creditor the defenses which he could have used against the original creditor (e.g.,
compensation, payments already made, or vice or defect of the original obligation)

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Example: creditor of an unsecured obligation pays his debtors mortgage debt to be subrogated in the mortgagees rights
he now has 2 credits: ordinary debt + mortgage debt
2.
Payment by a 3rd person NOT interested in the obligation, WITH Debtors Approval

BUT if payment is made WITHOUT the debtors consent:


Sir Labitag: only beneficial reimbursement
Tolentino: reimbursement is only to the extent of actual payment (which is less than the credit) even if the original creditor
accepted it as full payment
3rd person cannot proceed against sureties, guarantors, or mortgages and pledges
3.
Payment by Interested Party (even without debtors knowledge)

Interested party is someone who would be benefited by the extinguishment of the obligation (e.g., co-debtors, sureties,
guarantors, and owners of property mortgaged or pledged)

Being an interested party, his valid tender of payment CANNOT be refused by the creditor

Solidary co-debtor may reimburse to the extent of the debtors share (solidarity terminated by payment to the original
creditor; obligation among co-debtors becomes joint)

Sir Labitags example: 3 creditors have mortgaged the same house and lot of debtor. The last creditor who executed the real
estate mortgage wanted to have the house so he paid off the debts owing to the other 2 creditors who cannot refuse his valid tender
of payment even without debtors consent. Hence, the 3rd creditor has become the legal subrogee of the other 2 creditors.
Two Effects of Legal Subrogation (same as conventional subrogation)
(1)
(2)

Transfer of credit with all the rights thereto appertaining against the debtor or against third persons (1303)
Original creditors right for the remainder of the debt is preferred to the subrogee (1304)

Case: Astro Electronics Corp v Philippine Export and Foreign Loan Guarantee Corporation

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Title II. CONTRACTS


Chapter I. General Provisions
A.

DEFINITION

Art 1305 A contract is a meeting of minds between two persons whereby one binds himself, with respect to the other, to give something or to render some service.

B.

Sanchez Roman: a juridical convention manifested in legal form, by virtue of which one or more persons bind themselves
in favor of another or others, or reciprocally, to the fulfillment of a prestation to give, to do or not to do
Limited to that which produces patrimonial liabilities
Binding effect of contract based on the following principles:

Obligations arising from the contract have the force of law between the contracting parties

There must be mutuality between the parties based on their essential equality, to which is repugnant
to have one party bound by the contract leaving the other free therefrom
ELEMENTS OF A CONTRACT

1. Essential elements(Chapter II, infra) - without which there can be no contract


a.
Consent
b.
Object
c.
Cause
2. Natural elementsexist as part of the contract even if the parties do not provide for them, because the law, as suppletory to the
contract, creates them.
E.g. warranty against hidden defects or eviction in the contract of purchase and sale
3. Accidental elementsagreed upon by the parties and which cannot exist without being stipulated
E.g. mortgage, guaranty, bond
Case:

GSIS v CA

C. CHARACTERISTICS OF A CONTRACT
1.
Freedomentering into contracts is a guaranteed right of the citizens. They are free to do so as long as it is not contrary to
law, good morals, customs, public order and public policy.
Art. 1306. The contracting parties may establish such stipulations, clauses, terms and conditions as they may deem convenient, provided they are not contrary to law,
morals, good customs, public order, or public policy

General Rule: The contracting parties can stipulate whatever they want, subject to the general rules of the New Civil Code.
Art. 5. Acts executed against the provisions of mandatory or prohibitory laws shall be void, except when the law itself authorizes their validity. (4a)
Art. 6. Rights may be waived, unless the waiver is contrary to law, public order, public policy, morals, or good customs, or prejudicial to a third person with a right
recognized by law.

However, a contract may be separable; in such a case, only those provisions that are illegal, immoral, etc. are void.

Exceptions: What parties cannot stipulate

Note that the concepts of contrariness to law, morals, good customs, public order and public policy are not mutually
exclusive.

For instance, a stipulation can be contrary both to morals and public order
a. Contrary to law
Laws a contract must not contravene:
1. Expressly declaring their obligatory character
2. Prohibitive
3. Express fundamental principles of justice which cannot be overlooked by the contracting parties
4. Impose essential requisites without which the contract cannot exist
Provisions especially demonized, and therefore void:
i.
Pactum commissorium - automatic foreclosure
Art 2088 (pledge or mortgage) The creditor cannot appropriate the things given by way of pledge or mortgage, or dispose of them. Any stipulation to the contrary is null and
void.
Art. 2137. (antichresis) The creditor does not acquire the ownership of the real estate for non-payment of the debt within the period agreed upon.
Every stipulation to the contrary shall be void. But the creditor may petition the court for the payment of the debt or the sale of the real property. In this case, the Rules of
Court on the foreclosure of mortgages shall apply.

In both cases here, the provision in the contract is that the creditor automatically acquires ownership of the real property
pledged, mortgaged or under antichresis.
o Antichresis

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ii.

Agreement where the fruits of the land under antichresis is given to the creditor until the debt is fully
paid off.
Goes against the right of the pledger or mortgagor to redeem his property.
o The mortgage or pledge must first be foreclosed before the pledgee/mortgagee can dispose of the property in
order to get net proceeds from the sale.
o Note that ownvership is never transferred.
In the case of antichresis, would constitute the outlawed custom of pagsasangla ng lupa.
Pactum leonina - one party bears the lions share of the risk

Art 1799 A stipulation that excludes one or more parties from any share in the profits or losses is void.

iii.

Applicable only to partnerships.


o In this agreement, one or some partners either shares only in losses or only in profits.

Violates principle that partners should share risk in obligations.


Pactum de non alienando - not to alienate

Art 2130 A stipulation forbidding the owner from alienating the immovable mortgaged shall be void.

However, if the owner/mortgagor is to sell the mortgaged property, he must sell with a notice of lien against the property.
In actuality, he cannot really sell the property, because of the encumbrance upon it caused by his debt.
o Instead, he is selling ownership of the property, and thus the right to redeem it in case of foreclosure.

b. Contrary to morals

Mans innate sense or notion of what is right and wrong; more or less universal.

May be considered as meaning those generally accepted principles of morality which have received some kind of social and
practical confirmation.
c. Contrary to good customs

Custom pertains to certain precepts that cannot be universally recognized as moral, sometimes they only apply to certain
communities or localities

Also considered are contracts which limit in an excessive manner the personal or economic freedom of a person, such as
contract not to engage in work or labor, or a promise to vote in a particular way, or promise to do something at the risk of
life (except for a very high purpose justifying such risk)
E.g. Liguez v CA
d. Contrary to public order

Consideration of the public good, will or public weal (welfare), peace and safety of the public and health of the community

Represents the public, social, and legal interests in private law, that which is permanent and essential in institutions, which
even if favoring some individual to whom the right pertains, cannot be left to his own will
e. Contrary to public policy

Court must find that the contract contravenes some established interest of the society
o E.g. Ferrazzini v Gsel - stipulation not to engage in competitive enterprise after leaving the employment.
o Those stipulations must be limited to time, place and extent
o Includes contracts involving

future support and inheritance,

an agreement not to sue for the breach of contract.


Cases:

Cui v Arellano

Arroyo v Berwin

Filipinas Compania de Seguros v Mandanas

Bustamante v Rosel
2.

Obligatory forceconstitutes the law as between the parties

Art 1308 The contracts must bind both contracting parties; its validity or compliance cannot be left to the will of one of them.

3.

Mutualityvalidity and performance cannot be left to the will of only one of the parties
Purpose is to render void a contract containing a condition which makes fulfillment dependent exclusively upon the
uncontrolled will of the one of the contracting parties.

Art 1308 The contracts must bind both contracting parties; its validity or compliance cannot be left to the will of one of them.

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Art 1309 The determination of the performance may be left to a third person, whose decision shall not be binding until it has been made known to both contracting parties.
Art 1310 The determination shall not be obligatory if it is evidently inequitable . In such case, the courts shall decide what is equitable under the circumstances.
Art 1473 The fixing of the price can never be left to the discretion of one of the contracting parties. However, if the price fixed by one of the parties is accepted by the
other, the sale is perfected.

CONTRACT OF ADHESION: A contract in which one party has already prepared a form of a contract containing stipulations
desired by him and he simply asks the other party to agree to them if he wants to enter into the contract.

Valid, so long as the consent of the other party was not vitiated.
4.

Consensuality

Art. 1315. Contracts are perfected by mere consent, and from that moment the parties are bound not only to the fulfillment of what has been expressly stipulated but also to
all the consequences which, according to their nature, may be in keeping with good faith, usage and law

See discussion on consent, infra.

5.

Relativity - binding only upon the parties and their successors in interest

a.

Contracts take effect only between the parties, their assignments and heirs

Art 1311 Par 1 Contracts take effect only between the parties, assigns and heirs EXCEPT in case where the rights and obligations arising from the contract are not transmissible
by their nature or by stipulation or by provision of law. The heir is not liable beyond the value of property he received from the decedent.

General Rule: Contracts take effect only between the contracting parties
Extension of Rule: However, their assignees and heirs can take on the effects of the contract

Can be used as a defenseinvoke privity of contracts.


Exceptions:
1. Special disqualifications :
i.
Art 87, Family Code - inter vivos donation between spouses
ii.
Art 1490 husband and wife generally cannot sell property to each other, subject to exceptions
iii.
Art 1491 special prohibition as to who cannot acquire by purchase
iv.
Art 1782 persons prohibited from giving each other any donation or advantage, cannot enter into universal
partnership
3.
a.
b.
c.
2.

Intransmissible contracts:
Purely personal e.g. partnership and agency
Very nature of obligation that requires special personal qualifications of the obligor
Payment of money debts not transmitted to the heirs but to the estate

Actions available to creditor in case of breach of obligation (discussion supra.)


a. Accion subrogatoria
b. Accion pauliana
c. Accion directa

Cases:

Manila Railroad Co v La Compana Transatlantica


DKC Holdings Corp v CA

b.

No one may contract in the name of another

Art 1317 No one may contract in the name of another without being authorized by the latter or unless he
has by law a right to represent him.

Case:

Unenforceable unless ratified expressly or impliedly (Unenforceable Contracts, Art 1302 Par 1)
Exception: Stipulations pour autrui (discussed infra.)
Gutierrez Hermanos v Orense

D. PARTIES IN A CONTRACT
1. Auto-contracts

Necessary for the existence of a contract that two distinct persons enter into it

No general prohibitions, only special prohibitions such as Art 1491 (Persons who cannot acquire by purchase, even at a
public or judicial auction)

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Auto-contracts are generally VALID, so long as there are two distinct patrimonies, even if they are represented by the same
person.

Existence of a contract is not determined by the number of persons who intervene in it, but by the number of parties; not
by the number of individual wills but by the number of declarations of will.
2. Freedom to contract (see discussion above)
Art 1306 The contracting parties may establish such stipulations, clauses, terms and conditions as they may deem convenient, provided they are not contrary to law, morals,
good customs, public order and public policy.

Cases:

Gabriel v Monte de Piedad


Pakistan International Airlines v Ople

E. CLASSIFICATION OF CONTRACTS
1.

According to subject matter


a. Things
b. Services
According to name
a. NOMINATE - have their own individuality (names) and are regulated by special provisions of law
i. E.g. sale, agency, pledge, mortgage, lease, etc.
b. INNOMINATE - without particular names

2.

Art 1307 Innominate contract shall be regulated by the stipulations of the parties, by the provisions of Titles I and II of this Book, by the rules governing the most analogous
nominate contracts and by customs of the place.

Cases:

Dizon v Gaborro
i.
ii.
iii.
iv.

3.

Do ut des - I give and you give


Do ut facias - I give and you do
Facio ut facias - I do and you do
Facio ut des - I do and you give

According to perfection

a.

By MERE CONSENT (consensual) e.g. purchase and sale

Art 1315 Contracts are perfected by mere consent, and from that moment, the parties are bound not only to fulfillment of what has been expressly stipulated but also to all
the consequences which, according to their nature, may be in keeping with good faith, usage and law.

b.

By DELIVERY OF THE OBJECT (real) simple loan, loan for use, real contract of deposit, real contract of pledge

Art 1316 Real contracts such as deposit, pledge and commodatum, are not perfected until the delivery of the object of obligation.

Quick descriptions of each:


o Simple loan (mutuum)one party rents out his property for a monetary consideration
o Loan for use (commodatum)one party rents out the use of his property for free.
o Real contract of depositone party is obliged to hold the property of another without authority to use it.
o Real contract of pledgeone party delivers his property to another as security for a debt.

c. By formal title.

4.

See discussion on Formalities required by law, under Cause of contracts, infra.


According to its relation to other contracts, degree of dependence
a. Preparatory e.g. agency, partnership
b. Principal e.g. lease or salemost contracts fall under this
c. Accessory e.g. pledge, mortgage, suretyship, guaranty, securities, antichresis

6.

According to form
a. Common or informal e.g. loan
b. Special or formal e.g. donations and mortgages of immovable property

7.

According to purpose
a. Transfer of ownership e.g. sale or barter
b. Conveyance of use e.g. commodatum
c. Rendition of services e.g. agency

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8.

According to the nature of the vinculum produced, nature of obligation produced


a. Unilateral - e.g. commodatum or gratuitous deposit
b. Bilateral/Reciprocal or sinalagmatico(perfectly reciprocal) e.g. purchase and sale
i.
Note: a contract may be bilateral, though the obligation that arises is unilateral.

9.

According to cause
a. Onerouspecuniary interests involved
b. Gratuitous or lucrativeout of mere liberality
c. Remuneratoryone party intends to repay a debt of gratitude

10.

According to risk
a. Commutativeexchange of values.
b. Aleatorychance or risk involved for one of the parties.

F. STAGES OF CONTRACTS
a. Preparation - period of negotiation and bargaining, ending at the moment of agreement of the parties
b. Perfection - moment when the parties come to agree on the terms of the contract
c. Consummation - or death; fulfillment or the performance of the terms agreed upon in the contract
G. AS DISTINGUISHED FROM A PERFECTED PROMISE AND AN IMPERFECT PROMISE (policitation)
CONTRACT

PERFECTED PROMISE

IMPERFECT PROMISE

Establishes and determines the


obligations arising therefrom

Tends only to assure and pave the way


for the celebration of a contract in the
future; until the contract is actually made,
the rights and obligations are not yet
determined.

A mere unaccepted offer.

H. WITH RESPECT TO THIRD PERSONS


1. Stipulations in favor of third persons (stipulation pour autrui)third persons may demand fulfillment provided the acceptance is
made prior to revocation.
Art 1311 Par 2 If a contract should contain some stipulation in favor of a third person, he may demand its fulfillment provided he communicated his acceptance to the
obligor before its revocation. A mere incidental interest or benefit of a person is not sufficient. The contracting parties must have clearly and deliberately conferred favor
upon third person.

Test of beneficial stipulation - A mere incidental interest of a 3rd person is not within the doctrine; it must be the purpose
and intent of the stipulating parties to benefit the third person

REQUISITES OF STIPULACION POUR AUTRUI

1.
2.
3.
4.
5.

Stipulation in favor of third person is a part, not the whole of the contract
Favorable stipulation not conditioned or compensated by any kind of obligation whatever
Neither of the contracting parties bear the legal representation or authorization of the third party
Benefit to the 3rd person was clearly and deliberately conferred to by parties
Third person communicated his acceptance to the obligor before the latter revokes the same (primary element for a valid
stipulation pour autrui)

2. Possession of the object of contract by third personsonly for real rights


Art 1312 In contracts creating real rights, third persons who come into possession of the object of the contract are bound thereby, subject to the provisions of the Mortgage
Law and the Land Registration laws.

Thus, even if the third person was not the original contracting party, for the purposes of the real rights that arise from it, he
is bound by the contract.

3. Creditors of the contracting parties


Art 1313 Creditors are protected in cases of contracts intended to defraud them.

Art 1387 - in rescissible contracts, presumption of fraudulent alienation when debtor does not leave sufficient property to
cover his obligations

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Creditor may ask for rescission through accion subrogatoria and accion pauliana

4. Interference by third persons


Art 1314 Any third person who induces another to violate his contract shall be liable for damages to the other contracting party.

Liability for damages: third persons liability cannot be more than the party he induced (Daywalt v Recoletos)

Requisites of Interference With Contractual Relation by Third Person


a.
Existence of a valid contract
b.
Knowledge by a third person of the existence of a contract
c.
Interference by the third person in the contractual relation without legal justification
Cases:

Daywalt v La Corporacio de los Padres AgustinosRecoletos


So Ping Bun v CA

Chapter II. Essential Requisites of Contracts


CONSENT
Art 1319 Consent is manifested by the MEETING of the offer and the acceptance upon the thing and the cause which are to constitute the contract. The offer must
be certain and the acceptance absolute. A qualified acceptance constitutes a counter-offer.

Acceptance made by letter or telegram does not bind the offerer except from the time it came to his knowledge. The contract,
in such a case, is PRESUMED to have been entered into in the place where the offer was made .
REQUISITES OF CONSENT
1. Free
2. Intelligent
3. Real
4. Spontaneous
5. Note: Vitiated consent is lacking Freedom(duress), Intelligence(mistake of fact) or Spontaneity(fraud)
1. Must be MANIFESTED by the concurrence of the offer and acceptance: with respect to object and cause.
Cases:
y Rosenstock v Burke
y Malbarosa v CA
OFFER: unilateral proposition which one party makes to the other for the celebration of the contract.
a. Must be Certain (Art 1319)
Sir Labitags acronym: DIC
DEFINITE-so that upon acceptance an agreement can be reached on the whole contract; not definite if object is not determinate
COMPLETE-indicating with sufficient clearness the kind of contract intended and definitely stating the essential conditions of the
proposed contract, as well as the non-essential ones desired by the offeror
INTENTIONAL-should be serious and not made for fun or in jest
b. What may be fixed by the offeror: time, place and manner of acceptance

Art 1321 The person making the offer may fix the time, place and manner of acceptance, all of which must be complied with.

Acceptance not made in the manner provided by the offeror is ineffective. Such acceptance is construed as a counter-offer by the
acceptor.
c. When made through the agent: accepted from the time acceptance communicated to the agent
Art 1322 An offer made through an agent is accepted from the time acceptance is communicated to him.

d. Circumstances when offer becomes defective: death, civil interdiction, insanity or insolvency
Art 1323 An offer becomes ineffective upon the death, civil interdiction, insanity or insolvency of either
party before acceptance is conveyed.

e. Business advertisements of things for sale not definite offers


Art 1325 Unless it appears otherwise, business advertisements of things for sale are not definite offers, but mere invitations to make an offer .

f. Advertisement for bidders

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Art 1326 Advertisements for bidders are simply invitations to make proposals , and the advertiser is not bound to accept the highest or lowest bidder, UNLESS the
contrary appears.

Not applicable to judicial sale wherein the highest bid must necessarily be accepted

Case:
y Jardine Davies v CA
ACCEPTANCE: an unaccepted offer does not give rise to consent

Consent, and therefore, contract is perfected when the offer is accepted


Four theories on when the contract is perfected
1. Manifestation theory - counterofferee manifests his acceptance
2. Expedition Theory - sending of the letter
3. Reception Theory - receipt of the message of acceptance
4. Cognition Theory - knowledge of offeror of the acceptance

seems to be the theory best supported by law


Art 1319 Par 2 ...except from the time of his knowledge

a)

b)

Must be absolute (Art 1319)


If acceptance is QUALIFIED (Art 1319), it is not an acceptance but merely a counter-offer
Must fall among the following Kinds of acceptance:
EXPRESS (Art 1320)

IMPLIED (Art 1320) arise from acts or facts which reveal the intent to accept such as the consumption of things sent to
the offeree, or the fact of immediately carrying out the contract offered
o If made by letter or telegram
Art 1319 Par 2: Acceptance made by letter or telegram does not bind the offerer except from the time it came to his knowledge

c)

Period of acceptance

Art 1324 When the offerer has allowed the offeree a certain period to accept...

Offeree may accept any time until such period expires


Acceptance beyond the time fixed is not legally an acceptance but constitutes a new offer.
Acceptance not made in the manner provided by the offeror is ineffective.
If offeror has not fixed the period, the offeree must accept immediately within a reasonable tacit period.
Offer implies an obligation on the part of the offeror to maintain it for such a length of time as to permit the offeree to decide
whether to accept it or not.
Extinguishment or annulment of offer

Withdrawal by the offeror

Lapse of the time for option period

Legally incapacitated to act

Offeree makes counter-offer

Contract becomes illegal


Case:
y Sanchez v Rigos
e. Contract of option
Art 1324 the offer may be withdrawn at any time before acceptance by communicating such withdrawal, EXCEPT when the option is
consideration, as something paid or promised.

founded upon a

Preparatory contract in which one party grants to the other, for a fixed period and under specified conditions, the power to decide
whether or not to enter into a principal contract
Must be supported by an independent consideration and the grant must be exclusive
If the option is not supported by an independent consideration, offeror can withdraw the privilege at any time by communicating
the withdrawal to the other party, even if the option had already been accepted.
Case:
y Adelfa Properties v CA
2. Necessary LEGAL CAPACITIES of the parties
Who cannot give consent
Art 1327 The following cannot give consent to a contract:
1. Unemancipated minors
2. Insane or demented persons
3. Deaf-mutes who do not know how to write

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When offer and/or acceptance is made

During a lucid interval: VALID

In a state of drunkenness: VOIDABLE if there was utter want of understanding

During a hypnotic spell: VOIDABLE if there was utter want of understanding


3. The consent must be INTELLIGENT, FREE, SPONTANEOUS and REAL
Basis: Art 1330 A contract where consent is given through mistake, violence, intimidation, undue influence, or fraud is VOIDABLE .

Vices of Consent:
a. Mistake or Error: a wrong or false notion about such matter, a belief in the existence of some circumstance, fact or event
which in reality does not exist.
Art 1331 In order that MISTAKE may invalidate consent, it should refer to the substance of the thing which is the object of the contract, or to those conditions
which have principally moved one or both parties to enter into the contract.
Mistake as to the identity or qualifications of one of the parties will vitiate consent only when such identity or qualifications have been the principal cause
of the contract .
A simple mistake of account shall give rise to its correction.

KINDS OF MISTAKE
1. Mistake of fact

Generally not a ground for annulment of contracts. If it is to be so, then it must be serious.
o Must be the very reason for giving consent such that if the consenting party knew the truth he would not have
entered into the contract.
Kinds of mistakes of fact
a.

As to substance of object (in


substantia)

Invalidates consent

b.

As to
principal conditions
(essential or substantial in character)
(in negotio)

Invalidates consent

c.

As to identity or qualifications
of one of the parties (in personae)

For identity/error as to person - generally does not invalidate consent, except


when the
qualification is the principal cause of the contract
especially in gratuitous contracts
For qualifications Invalidates consent
Solvency of the party not a cause of nullity

d.

As to quantity , as distinguished
from simple mistake of account (in
quantitate)

Error of account is a mistake in computation make proper correction


Error as to quantity may vitiate a contract if the primary consideration is the
quantity e.g. parcel of land was actually only 10 ha and not 30 ha

e.

As to the identity of the thing (in


corpore)

Only if the identity of the specific thing moved one of the parties to enter into the
contract

f.

As to quality (in qualitate)

Generally does not invalidate, especially if it is with respect to value of the thing.

The law will not protect one from bad bargains.

Mistakes that do not affect the validity of the contract


a. Error with respect to accidental qualities of the object of the contract
c. Error which refers not to conditions of the thing, but to accessory matters in the contract, foreign to the determination of the
objects
Cases:
y Asiain v Jalandoni
y Theis v CA
y Heirs of William Sevilla v Leopoldo Sevilla
2. Error of lawmistake as to the existence of a legal provision or as to its interpretation or application
GENERAL RULE: Ignorantia legis neminem excusat

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Art 3 Ignorance of the law excuses no one from compliance therewith.

EXCEPTION: Mutual error of law


Basis: Art 1334 Mutual error as to the legal effect of an agreement when the real purpose of the parties is frustrated, may vitiate
consent .
Requisites for mutual error of law
a. Error must be as to the legal effect of an agreement includes rights and obligations of the parties, not as stipulated in the
contract but as provided by law
b. Must be mutual
c. Real purpose of the parties is frustrated
When one of the parties is unable to read and fraud is alleged, the burden of proof is on the party enforcing the contract
Art 1332 When one of the parties is unable to read, or if the contract is in a language not understood by him, and mistake or fraud is alleged, the person
enforcing the contract must show that the terms thereof have been fully explained to the former .

Cases:
y Dumasug v Modelo
y Hemedes v CA
y Katipunan v Katipunan
Inexcusable mistake: knew the doubt, contingency or risk
Art 1333 There is no mistake if the party alleging it knew the doubt, contingency or risk affecting the object of the contract.

Party cannot allege error which refers to a fact known to him or which he should have known by ordinary diligent examination of
the facts
Courts consider not only the objective aspect of the case but also the subjective e.g. intellectual capacity of the person who made
the mistake
E.g. Caused by manifest negligence

b.

Violence and Intimidation

Art 1335 There is VIOLENCE when in order to wrest consent, serious or irresistible force is employed.
There is INTIMIDATION when one of the contracting parties is compelled by a reasonable and well-grounded fear of an imminent and grave evil upon his
person or property, or upon the person or property of his spouse, descendants or ascendants, to give his consent.
To determine the degree of intimidation, the age, sex and condition of the person shall be borne in mind.
A threat to enforce one's claim through competent authority, if the claim is just or legal, does NOT vitiate consent.

DURESS: broader term encompassing violence and intimidation

Degree of constraint or danger actually inflicted (violence) or threatened (intimidation) sufficient to overcome the mind and
will or a person of ordinary firmness.

Seriousness of the duress measured both


o Objectivelydegree of harm that the evil itself is likely to produce, and
o Subjectivelyeffect of the threat upon the mind of the victim under the circumstances)
VIOLENCE

Definition: Serious or irresistible force employed in order to wrest consent.

Physical force and compulsion

Must be to a serious enough degree that the victim has no choice but to consent under the circumstances.
INTIMIDATION

Definition: Compulsion by a reasonable and well-grounded fear of an imminent and grave evil.

Moral force or compulsion

Influences the mind to choose between two evils, between the contract and the imminent injury
Requisites of Intimidation
1. Intimidation must be the determining cause of the contract, or must have caused the consent to be given
2. That the threatened act be unjust or unlawful
3. That the threat be real and serious, there being an evident disproportion between the evil and the resistance which all men can
offer, leading to the choice of the contract as the lesser evil
4. That it produces a reasonable and well-grounded fear from the fact that the person from whom it come has the necessary means or
ability to inflict the threatened injury
Person (upon his person) not limited to life and physical integrity but also includes liberty ad honor, covers all injuries which are
not patrimonial in nature
Effect of Violence and Intimidation
Art 1336: Violence or intimidation shall ANNUL the obligation, although it may have been employed by a third person who did not take part in the contract.

Ruaro, Musni, Flores, Tuason, Salindo, Rayos del Sol, dela Pea|Page 83 of 119
Case:
y Martinez v HSBC

c.

Undue Influence

Art 1337 There is UNDUE INFLUENCE when a person takes improper advantage of his power over the will of another, depriving the latter of a reasonable
freedom of choice. The following circumstances shall be considered: the confidential, family, spiritual and other relations between the parties, or the fact that the
person alleged to have been unduly influenced was suffering from mental weakness , or was ignorant or in financial distress .

Definition: taking improper advantage of ones power over the will of another, thereby depriving the latter of a reasonable
freedom of choice.
Any means employed upon a party that, under the circumstances, he could not well resist, and which controlled his volition
and induced him to give his consent to the contract which otherwise he would not have entered into.
Destroys exercise of independent discretion necessary for determining the advantages and disadvantages of entering into a
contract.

Distinguished from intimidation


UNDUE INFLUENCE

INTIMIDATION
Moral coercion

There need not be an unjust or unlawful act

d.

Unlawful or unjust act which is threatened and which causes


consent to be given

By analogy, undue influence by a third person may also vitiate consent (Art 1336)
The influence must be undue. All transactions must necessarily involve some form of influence to entice a party to enter
into a contract.
o Thus, reverential fear is not undue influence.

Fraud or Dolo:

Definition: insidious words and machinations of one of the contracting parties by which the other is induced to enter a
contract, without which he would not have agreed to the contract.
Every kind of deception, whether in the form of insidious machinations, manipulations, concealments, or
misrepresentation, for the purpose of leading a party into error and thus executing a particular act.
Includes false promises, exaggeration of hopes or benefits, abuse of confidence, fictitious names, qualifications or authority,
all the thousand and one forms of deception which may influence the consent of a contracting party, without necessarily
constituting estafa or some offense under the penal laws.
Must have a determining influence on the consent of the victim to vitiate it.

Art 1338: There is FRAUD when, through insidious words or machinations of one of the contracting parties, the other is induced to enter into a contract which, without them, he
would not have agreed to.

Compared with error


ERROR

FRAUD

Vitiate the consent only when it refers to the matters mentioned


in Art 1331

Mistake induced by fraud will always vitiate consent when fraud


has a decisive influence on such consent

Requisites of Fraud
1. Must have been employed by one contracting party upon the other (Art 1342 and Art 1344)

If both parties, they cannot have action against each other, fraud is compensated (see discussion on the in pari delicto rule,
infra.)
2. Induced the other party to enter into a contract (Art 1338)
3. Must have been serious (Art 1344)
4. Must have resulted in damage or injury to the party seeking annulment
Question: What is the relationship of mistake of fact and fraud?
The person who is being defrauded always suffers under a mistake of fact, but a mistake of fact does not always always arise from
fraud.
Cases:

Ruaro, Musni, Flores, Tuason, Salindo, Rayos del Sol, dela Pea|Page 84 of 119
y Hill v Veloso
y Woodhouse v Halili supra
y Geraldez v CA supra
Kinds of Fraud
1. Dolo causante: when subject of fraud determines or is the essential cause of the consent; this is a ground for annulment of
contract
Art 1338: without them, he would not have agreed to.

2. Dolo incidente: subject of fraud does not have such a decisive influence and by itself cannot cause the giving of consent, but
only refers to some particular or accident of the obligation; only gives rise to action for damages
Art 1344 Par 2: Incidental fraud only obliges the person employing it to pay damages.

See also comparison of kinds of fraud under Breach of Obligations, supra.


Failure to disclose facts; duty to reveal them: FRAUD
Art 1339 Failure to disclose facts, when there is a duty to reveal them, as when the parties are bound by confidential relations, constitutes FRAUD.

GENERAL RULE: Silence or concealment does not constitute a fraud


EXCEPTIONS:
1. There is a special duty to disclose certain facts (minimum requirement)
2. According to good faith and usages of commerce, the communication should have been made

E.g. agent-principal, lawyer-client


Cases:
y Tuason v Marquez
y Rural Bank of Sta. Maria v CA
Usual exaggeration in trade; opportunity to know the facts: NOT FRAUD
Art 1340 The usual exaggerations in trade, when the other party had an opportunity to know the facts , are NOT in themselves fraudulent

Aka tolerated fraud or lawful misrepresentation (dolus bonus) as long as they do not go to the extent of malice or bad faith
such as changing the appearance of the thing by false devices and of preventing all verification or discovery of truth by the
other party
Principle of Caveat emptor
o Do not give rise action for damages because of their insignificance OR because the stupidity of the victim is the
real cause of his loss.
o import of opportunity to know facts
The difference between true fraud and sales talk is the opportunity to know the facts, and the corresponding duty of due
diligence in investigation of the buyer.

Cases:
Azarraga v Gay
Trinidad v IAC
Mere expression of an opinion

NOT FRAUD, unless made by an expert and relied upon by the plaintiff

Art 1341 A mere expression of an opinion DOES NOT signify fraud, unless made by an expert and the other party has relied on the former's special knowledge.

Effects of Fraud
1. Voidability of the contract
2. Indemnification for damages
Art 1344: In order that fraud may make a contract voidable, it should be serious and should not have been employed by BOTH contracting parties. Incidental fraud only
obliges the person employing it to pay damages.

See also discussion on badges of fraud under rescissible contracts, infra.


Case:
y Songco v Sellner

e.

Misrepresentation

1. By a third person
Art 1342 Misrepresentation by a third person does NOT vitiate consent, unless such misrepresentation has created substantial mistake and the same is mutual.

GENERAL RULE: Fraud by third person does not vitiate the contract

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EXCEPTIONS:
a. If 3rd person is in collusion with one of the parties, he is considered an accomplice to the fraud and contract becomes
VOIDABLE
b. If 3rd person not in connivance with any of the parties but leads them both into error (mutual error), the consent is vitiated,
contract is VOIDABLE.
In contrast, VIOLENCE AND INTIMIDATION BY 3rd PERSON always makes contract voidable.
JUSTIFICATION FOR THE DIFFERENCE:

Party has nothing to do with fraud by a third person and cannot be blamed for it

Fraud can be more easily resisted than force or intimidation.


2.

Made in good faith

Art 1343 Misrepresentation made in good faith is not fraudulent but may constitute error.

3. Active/passive

Applicable to legal capacity especially age

See discussion on estoppel, infra.


Cases:
y Mercado v Mercado
y Braganza v Villa Abrille

f. Simulation of Contracts: declaration of a fictitious will, deliberately made by agreement of the parties in order to produce, for
the purposes of deception the appearance of a juridical act which does not exist or is different from that which was really executed.
Kinds of Simulated Contracts
Art 1345: Simulation of a contract may be ABSOLUTE or RELATIVE. The former takes place when the parties do not intend to be bound at all; the latter, when the
parties conceal their true agreement.

Effects of simulation of contracts


Art 1346: An absolutely simulated or fictitious contract is void. A relative simulation, when it does not prejudice a third person and is not intended for any purpose
contrary to law, morals, good customs, public order or public policy binds the parties to their real agreement.

ABSOLUTE (simulados)

RELATIVE (disimulados)

Color of contract, without any substance thereof, the parties not


having intention to be bound

Parties have an agreement which they conceal under the guise of


another contract

VOID - Does not legally exist. Illusory, mere phantom,injuring


3rd persons, generally fraudulent

VALID except when it prejudices 3 persons or has an illicit


purpose, provided it has all the essential elements of a contract.
1. Ostensible acts - Purported Contract

VOID

apparent or fictitious; contract that the parties pretend


to have executed
2.
Hidden act - Real Contract (not to be confused with
contracts involving real property or real rights)

may be VALID

real; true agreement between the parties

Recovery under simulated contract in absolute simulation


1. If does not have illicit purpose: prove simulation to recover what may have been given
2. If simulated has illegal object: IN PARI DELICTO rules apply (see discussion infra.)
Cases:
y Rodriguez v Rodriguez
y Suntay v CA
y Blanco v Quasha

OBJECT OF CONTRACTS

Thing, right or service which is the subject-matter of the obligation arising from the contract

Ruaro, Musni, Flores, Tuason, Salindo, Rayos del Sol, dela Pea|Page 86 of 119

Object of the contract and object of the obligation created thereby are identical
Sir Labitag: most important element of a contract. Without it, there is nothing to agree upon.

What may be the Object of Contracts


Art 1347 All things which are not outside the commerce of men , including future things, may be the object of a contract. All rights which are not
intransmissible may also be the object of contracts.
No contract may be entered into upon future inheritance except in cases expressly authorized by law.
All services which are not contrary to law, morals, good customs, public order or public policy may likewise be the object of a contract.

1. All things not outside the commerce of man


- Includes all things and services that are fit to be the subject matter of legal relations.
- Including future things

do not belong to the obligor at the time the contract is made; they may be made, raised or acquired by the obligor after the
perfection of the contract
-Includes past support, as opposed to future support, which cannot be the object of a contract.
o Conditionalsubject to the coming into existence of the thing
o Aleatoryone of the parties bears the risk of the thing never coming into existence
Requisite of Object of Contracts
1. Within the commerce of man (Art 1347), i.e. the object is transmissible
2. Licit, not contrary to law, morals, good customs, public policy or public order (Art 1347)
3. Possible (Art 1348)
4. Determinate or determinable as to its kind
Art 1349 The object of every contract must be determinate as to its kind . The fact that the quantity is not determinate shall not be an obstacle to the existence o f the
contract, provided it is possible to determine the same, without the need of a new contract between the parties.

What may NOT be the Objects of Contracts


1. Contrary to law, morals, good customs, public policy or public order
2. Indeterminable as to their kind, or requiring a new agreement to be determined.
3. Outside the commerce of man

All kinds of things and interests whose alienation or free exchange is restricted by law or stipulation, which parties cannot
modify at will
o Services which imply an absolute submission by those who render them, sacrificing their liberty, independence
or own beliefs or disregarding in any manner the equality and dignity of persons e.g. perpetual servitude or
slavery
o Personal rights e.g. patria postestas, marital authority, status, capacity of persons, honorary titles
o Public offices, inherent attributes of the public authority, political rights of individuals e.g. right of suffrage
o o Property while they pertain to the public dominion
o o Sacred things e.g. air and sea
4. Intransmissible rights

e.g. future supporttantamount to a waiver of right to live.


5. Future inheritance, except when authorized by law

Reasonthe one to whom future inheritance is sold will wish to expedite the death of the testators to ensure a faster,
surer, bigger share.

Exception: partition contract under Art. 1080


o While their decedent is still alive, the heirs divide his future estate among themselves
o Succession must not have been opened at the time of the contract.
6. Impossible things or services
Art 1348 Impossible things or services cannot be the object of contracts.

Kinds of impossible things:


o Not susceptible of existing (physical impossibility)
o Outside the commerce of man (legal impossibility)
o Beyond the ordinary strength of power of man
Liability for damages
o Debtor knew of impossibilityliable for damages
o Debtor is ignorant of impossibility and ignorance is justifiableno liability for damages
o Both parties have knowledge of impossibilityno liability for damages
Impossibility must be actual and contemporaneous with the making of the contract and not subsequent
Extent of impossibility:
o ABSOLUTE or objective: nobody can perform it

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RELATIVE or subjective: due to the special conditions or qualification of the debtor it cannot be performed

TEMPORARY does not nullify the contract

PERMANENT nullifies the contract

CAUSE OF CONTRACTS

Meaning of CAUSE
- Why of a contract; the immediate and most proximate purpose of the contract, the essential reason which impels the contracting
parties to enter into it and which ex plains and justifies the creation of the obligation through such contract
- Essential reason that moves the parties to enter into a contract
-broader concept than object
- Requisites of Cause
1. Existent
2. True
3. Licit
- As distinguished from object

Object is the starting point of agreement, without which the negotiations or bargaining between the parties would never
have begun

Object may be the same for both of the parties

Cause is different with respect to each party


- As distinguished from consideration CONSIDERATION < CAUSE

CONSIDERATION

CAUSE

Reason or motive or inducement by which a man is moved


into bind himself by agreement

Why of contracts; essential reaso n that compels contracting parties to


celebrate the contract

Requires a legal detriment to the promisee more than a


moral duty

Never rejects any cause as insufficient; need not be material at all and
may consist in moral satisfaction for the promissory

Art 1350 In onerous contracts the cause is understood to be, for each contracting party, the prestation or promise of a thing or service by the other; in remuneratory
ones, the service or benefit which is remunerated; and in contracts of pure beneficence , the mere liberality of the benefactor.

a. Onerous Contracts
- Prestation or promise of a thing or service by the other
- Need not be adequate or an exact equivalent in point of actual value especially in dealing with objects which have rapidly fluctuating
price
b. Remuneratory Contracts
- One where a party gives something to another because of some service or benefit given or rendered by the latter to the former
where such service or benefit was not due as a legal obligation
- E.g. bonuses
c. Contracts of pure beneficence (Gratuitous)
- Essentially agreements to give donations
As distinguished from motive
Art 1351 The particular motives of the parties in entering into a contract are different from the cause thereof.

CAUSE

MOTIVE

Objective, intrinsic and juridical reason for the


existence of the contract itself

Psychological, individual or personal purpose of a party to the contract

Essential reason for the contract

Particular reason for a contracting party, which does not affect the other and which
does not impede the existence of a true distinct cause

Objective of a party in entering into the


contract

Persons reason for wanting to get such objective

Always the same for both parties

Differs with each person

GENERAL RULE: Motive does not affect the validity of the contract.

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EXCEPTIONS:
1. When the motive of a debtor in alienating property is to defraud his creditors, alienation is rescissible
2. When the motive of a person in giving his consent is to avoid a threatened injury, in case of intimidation the contract is voidable.
3. When the motive of a person induced him to act on the basis of fraud or misrepresentation by the other party, the contract is
likewise voidable.
However, motive can sometimes be the same as the cause.
Defective causes and their effects
a. Absence of cause and unlawful cause

produces no effect whatever

Art 1352 Contracts without cause, or with unlawful cause, produce no effect whatever . The cause is unlawful if it is contrary to law, morals, good customs, public order
or public policy.

- E.g. simulated contracts


Case:
Liguez v CA

b. Statement of a false cause in the contract

VOID if there is no other true and lawful cause

Art 1353 The statement of a false cause in contracts shall render them VOID , if it should not be proved that they were founded upon another cause which is true and
lawful.

c. Lesion or inadequacy of cause

VALID unless fraud, mistake or undue influence is present

Art 1355 Except in cases specified by law, lesion or inadequacy of cause shall not invalidate a contract, UNLESS there has been fraud, mistake or undue influence.

- Gross inadequacy suggest fraud and is evidence thereof


Cases:
Carantes v CA
Sps Buenaventura v CA
Presumption of the existence and lawfulness of a cause, though it is not stated in the contract
Art 1354 Although the cause is not stated in the contract , it is presumed that it exists and is lawful , unless the debtor proves the contrary.

Chapter III. Form of Contracts

Must be dovetailed with Statute of Frauds

A. GENERAL RULE: Contracts shall be obligatory, in whatever form they may have been entered into, provided all essential
requisites for their validity are present.
(Spiritual system of the Spanish Code)
Art 1356 Contracts shall be obligatory, in whatever form they may have been entered into, provided all the essential requisites for their validity are present.

B. EXCEPTION: When the law requires that a contract be in some form in order that it may be VALID or ENFORCEABLE
(Anglo-American principle in Statutes of Fraud) indispensable and absolute; parties
Art 1356 However, when the law requires that a co ntract be in some form in order that it may be valid or enforceable, or that a contract be proved in a certain way, that
requirement is absolute and indispensable. In such cases, the right of the parties stated in the following article cannot be exercised.

Cases:
y Hernaez v De los Angeles
C. KINDS OF FORMALITIES REQUIRED BY LAW
1. Ad esentia, ad solemnitatemThose required for the validity of contracts, such as those referred to in
(Sir refers to these as formal contracts)
Art 748 Donation of movable
Art 749 Donation of immovable
Art 1874 Sale of piece of land through an agent; regarding authority of agent
Art 2134 Contract of antichresis; amount of principal and of the interest
Art 1744 Contract of carriage; limiting liability for consideration other than the service itselfmust be reasonable, just, and not against public policy
Art 1771 Partnership; immovable property or real rights are contributed; includes real property
Art 1773 Partnership; inventory of immovable property contributed
Art 1956 Interest for using someone elses money
Art 2140 Chattel mortgage; must have affidavit of good faith; in order to be effective against 3rd persons, must be registered in chattel mortgage register.
Special Law (PD 533) Sale of large cattle; transfer certificate of registration at Cattle Administrative Court

2. Those required, not for the validity, but to make the contract effective as against third persons , such as those covered by Art
1357 (if law requires a special form, parties may compel each other to observe that form upon perfection of the contract) and Art 1358
(documents which must appear in a public document; it also constitutes constructive delivery)

Ruaro, Musni, Flores, Tuason, Salindo, Rayos del Sol, dela Pea|Page 89 of 119

(1) Acts and contracts which have for their object the creation, transmission, modification or extinguishment of real rights over immovable property; sales of real
property or of an interest therein a governed by Articles 1403, No. 2, and 1405;
(2) The cession, repudiation or renunciation of hereditary rights or of those of the conjugal partnership of gains;
(3) The power to administer property , or any other power which has for its object an act appearing or which should appear in a public document, or should prejudice a
third person;
(4) The cession of actions or rights proceeding from an act appearing in a public document.
All other contracts where the amount involved exceeds five hundred pesos must appear in writing, even a private one. But sales of goods, chattels or things in action are
governed by Articles, 1403, No. 2 and 1405.

3. Ad probationemThose required for the purpose of proving the existence of the contract, such as those under the Statute of
Frauds in Art 1403
Finals question:
What are the requisites to make an unenforceable contract enforceable?
If the contract is one of those listed under the Statute of Frauds (Art 1403), then a memorandum is needed to make it enforceable
against other parties, but always subject to Art 1191 (tacit resolutory condition of reciprocal contracts). Thus, if the contract is a
reciprocal one, the party seeking to enforce the contract must have already performed his obligation, or at the very least, must be ready
to comply with his obligation so that the other party does not have the implied right to rescind the obligation.

Chapter IV. Reformation of Instruments

Action under Rule 63 of the Rules of Court


o
RULE 63: "declaratory relief and several remedies" -- several remedies include reformation of instrument, quieting of title and
consolidation of ownership (of the vendee) under a pacto de retro sale.
Question: What is the extinctive prescription of action to reformation?
Wretz answer: 5 years, in accordance with Art 1149)
Art 1359 When, there having been a meeting of the minds of the parties to a contract, their true intention is not expressed in the instrument purporting to embody the
agreement, by reason of mistake, fraud, inequitable conduct or accident, one of the parties may ask for the reformation of the instrument to the end that such true
intention may be expressed.
If mistake, fraud, inequitable conduct, or accident has prevented a meeting of the minds of the parties, the proper remedy is not reformation of the instrument but
annulment of the contract.

1359 par 2: if these prevented meeting of the minds, consent was vitiated. hence, the contract is voidable so the remedy is
not reformation but annulment.
o Of the 4, only in fraud and inequitable conduct can the party ask for damages in addition to the action for
reformation
o note that fraud here is committed in reducing the agreement to writing (vs. in obtaining consent and in
performance)
o inequitable conduct can be committed by the draftsman/lawyer of the vendee/creditor in changing the
agreement of pacto de retro sale (sale with right to repurchase) to a contract of absolute sale, OR the real estate
mortgage to a conditional deed of sale
o accident involves wrong typing

Reason for Reformation of Instruments

Equity dictates the reformation of instrument in order that the true intention of the contracting parties may be expressed.
Unjust and inequitable to allow the enforcement of a written instrument which does not reflect or disclose the real meeting of the minds
of the parties

Court does not attempt to make a new contract for the parties, but only to make the instrument express their real agreement

Statute of Frauds is no impediment to the reformation of an instrument


Distinguished from Annulment
REFORMATION
ANNULMENT
Action presupposes a valid existing contract between the parties No meeting of the minds or the consent of either one was
and only the document or instrument which was drawn up and vitiated by mistake or fraud
signed by them does not correctly express the terms of the
agreement
Gives life to the contract upon certain corrections
Involves a complete nullification of contracts
Requisites for Reformation of Instruments
1.
Meeting of the minds upon the contract

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2.
There is a written contract, not void
a.
The contract must have all the essential elements; the only defect is that a mistake was made in the expression of the true
intent of the parties.
b.
If the contract is void, the correct remedy is for a declaration of nullity, not reformation of contract.
3.
The true intention of the parties is not expressed in the instrument
4.
The failure of the instrument to express the true agreement is due to mistake, fraud, inequitable conduct or accident
Are damages awarded after the reformation of a contract ?
If the reformation is needed because of mistake or accident, generally not.
However, if it is needed because of fraud or inequitable conduct, damages may be awarded.
Cases:
y Garcia v Bisaya
y Bentir v Leande
Causes for Reformation
1.
Mutual instrument includes something which should not be there or omit what should be there
i. Mutual
ii. Mistake of fact
iii. Clear and convincing proof
iv. Causes failure of instrument to express true intention
2.
Unilateral
i. One party was mistaken
ii. Other either acted fraudulently or inequitably or knew but concealed
iii. Party in good faith may ask for reformation
3.
Mistake by 3rd persons due to ignorance, lack of skill, negligence, bad faith of drafter, clerk or typist
4.
Others specified by lawto avoid frustration of true intent
Example of cases where reformation is allowed
1. Art 1361 When a mutual mistake of the parties causes the failure of the instrument to disclose their real agreement, said instrument may be reformed.
2. Art 1363 When one party was mistaken and the other knew or believed that the instrument did not state their real agreement, but concealed that fact from the
former, the instrument may be reformed.
3. Art 1364 When through the ignorance, lack of skill, negligence or bad faith on the part of the person
drafting the instrument or of the clerk or typist, the
instrument does not express the true intention of the parties, the courts may order that the instrument be reformed.

Cases where no reformation is allowed


1.
Oral contractstheres nothing to reform at all!
2.
When specified by law.
Art 1366 There shall be no reformation in the following cases:

(1)

(2)
(3)

Simple donations inter vivos wherein no condition is imposed; (including DPNs)


Does not include donations mortis causa.
"no condition is imposed" refers to onerous conditions
hence, (1) includes donation propter nuptias whose consideration is marriage only, and sir's example: donation given by
parents to the bride after she accepted their son's proposal

* Sir mentioned that the provision stating that DPN is covered by the statute of frauds was repealed by the family code.
Wills;
When the real agreement is void.

Implied ratification
Art 1367 When one of the parties has brought an action to enforce the instrument , he cannot subsequently ask for its reformation.

There has been election between two inconsistent remedies, one in affirmance, the other in disaffirmance

Who may ask for reformation


MUTUAL MISTAKE: either party or successor in interest
MISTAKE BY ONE: injured party, heirs or assigns
1.
2.

Art 1368 Reformation may be ordered at the instance of either party or his successors in interest, if the mistake was mutual; otherwise, upon petition of the
injured party, or his heirs and assigns.
Art 1362 If one party was mistaken and the other acted fraudulently or inequitably in such a way that the instrument does not show their true intention, the
former may ask for the reformation of the instrument.

Procedure of reformation
Art 1369 The procedure for the reformation of instrument shall be governed by ROC to be promulgated by the Supreme Court.

Cases:
y Atilano v Atilano

Ruaro, Musni, Flores, Tuason, Salindo, Rayos del Sol, dela Pea|Page 91 of 119
y Carantes v CA supra
y Sarming v Dy
Chapter V. Interpretation of Contracts
(Compare with Rules on Statutory Construction)

More or less the same with rules on evidence and statutory construction rules (ex. 1371 is similar to the contemporaneous
construction of law)

EXCEPT 1377 & 1378 which are applicable only to contracts and not statutes

literal interpretation is strict interpretation


o As an aside, Sir mentioned that analogy and doctrine of necessary implication are the only liberal rules of
statutory construction.
Primacy of intention

Verba intentione non e contradebent inservare - words ought to be subservient to the intent, not the intent to the word

Look for the contractual intent


Art 1370 If the terms of a contract are clear and leave no doubt upon the intention of the contracting parties, the literal meaning of its stipulations shall control.
Art 1372 However general the terms of a contract may be, they shall not be understood to comprehend things that are distinct and cases that are different from those
upon which the parties intended to agree .

Generalia verba sunt generaliter intelligencia

general things are to understood in a general sense

Cases:
y Borromea v CA
y Kasilag v Rodriguez
How to determine intention
Art 1371 In order to judge the intention of the contracting parties, their contemporaneous and subsequent acts shall be principally considered.

Also take note of the usage and customs of the place

How to interpret a contract


1. When it contains stipulations that admit of several meanings
Art 1373 If some stipulation of any contract should admit of several meanings, it shall be understood as bearing that import which is most adequate to render it effectual .

2. When it contains various stipulations, some of which are doubtful


Art 1374 The various stipulations of a contract shall be interpreted together, attributing to the doubtful ones that sense which may result from all of them taken jointly .

3. When it contains words that have different significations


Art 1375 Words which may have different significations shall be understood in that which is most in keeping with the nature and object of the contract .

4. When it contains ambiguities and omission of stipulations


Art 1376 The usage or custom of the place shall be borne in mind in the interpretation of the ambiguities of a contract, and shall fill the omission of stipulations which
are ordinarily established.

5. With respect to the party who caused the obscurity


Art 1377 The interpretation of obscure words or stipulations in a contract shall not favor the party who caused the obscurity .

Contracts of adhesionresolved against the party who prepared the contract and in favor of the one who merely adhered
to it

6. When it is absolutely impossible to settle doubts by the rules above


Art 1378 Par 1 When it is absolutely impossible to settle doubts by the rules established in the preceding articles, and the doubts refer to incidental circumstances of a
gratuitous contract , the least transmission of rights and interests shall prevail. If the contract is onerous, the doubt shall be settled in favor of the greatest
reciprocity of interests .

a. In gratuitous contracts, incidental circumstances least transmission of rights and interests

Restrictive interpretation against done for gratuitous contracts


b. In onerous contracts greatest reciprocity of interests

Liberal interpretation on both parties for onerous contracts


7. When the doubts are cast upon the principal objects so that the intention cannot be known
Art 1378 Par 2 If the doubts are cast upon the principal object of the contract in such a way that it cannot be known what may have been the intention or will of the parties,
the contract shall be null and void .

Applicability of Rule 12, Rules of Court (now Secs. 10-19, Rule 130)

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Art 1379 The principles of interpretation stated in Rule 123 of the Rules of Court shall likewise be observed in the construction of contracts.

Law on evidence; interpretation of documents)

In between VALID and DEFECTIVE contracts is RELATIVELY INEFFECTIVEineffective only with respect to certain
parties, but are effective as to other persons.
(1) assignment of the lease by the lessee without the consent of the lessor is ineffective only as regards the lessor,
(2) transfer of a debt by the debtor to another, without the consent of the creditor is ineffective as to the creditor,
(3) the payment by a debtor to his creditor after the credit has been garnished or attached by a third person is ineffective to the latter

DEFECTIVE CONTRACTS
1. RESCISSIBLE - contract that has caused a particular damage to one of the parties or to a third person and which for
EQUITABLE REASONS may be set aside even if valid
2. VOIDABLE OR ANNULLABLE (contrato nulo)- contract in which CONSENT of one of the parties is defective, either
because of WANT OF CAPACITY or because it is VITIATED , but which contract is VALID until JUDICIALLY set aside
3. UNENFORCEABLE - contract that for some reason CANNOT BE ENFORCED, UNLESS RATIFIED in the manner
PROVIDED BY LAW
4. VOID AND NON-EXISTENT (contrato inexistente) contract which is an ABSOLUTE NULLITY and produces NO
EFFECT, as if it had never been executed or entered into

Chapter VI. Rescissible Contracts


RESCISSION

Art 1380 Contracts validly agreed upon may be rescinded in the cases established by law.

Definition

Remedy granted by law to the contracting parties and even to third persons, to secure the reparation of damages caused to
them by a contract, even if this should be valid, by means of the restoration of things to their condition at the moment
prior to the celebration of said contract.

Relief for the protection of one of the contracting parties AND third persons from all injury and damages the contract may
cause OR protect some incompatible and preferential right created by the contract

Implies a contract which, even if initially valid, produces a lesion or pecuniary damage to someone

Sets aside the act or contract for justifiable reasons of equity

Grounds for rescission can only be for legal cause


Characteristics of Rescissible Contracts
1. Their defect consist in injury or damage either to one of the contracting parties or to third persons
LESION: injury which one of the parties suffers by virtue of contract that is disadvantageous to him; must be known or could have
been known at the birth of contract and not due to subsequent thereto or unknown to the parties,
e.g. Art 1098 Partition, judicial and extra-judicial may be rescinded on account of lesion
Art 1539 Sale of real estate of inferior thing
Art 1542 Sale of real estate made for a lump sum
2. They are valid before rescission
3. They can be attacked directly only, not collaterally

However, in the case of rescissible contracts entered into on behalf of a minor or otherwise incapacitated person a third
party, or a guardian ad litem, may file the action for rescission on the wards behalf.
4. They can be attacked only either by a contracting party, or by a third person who is injured or defrauded
Requisites for Rescission
1. The contract is rescissible
Art 1381 Must fall under the kinds of rescissible contracts as specified
Art 1382 Payments made in a state of insolvency for obligations to whose fulfillment the debtor could not be compelled at the time (has not yet matured) they were
effected, are also rescissible.

2. The party asking for rescission has no other legal means to obtain reparation
Art 1383 The action for rescission is subsidiary ; it cannot be instituted except when the party suffering damage has no other legal means to obtain reparation for the
same.

3. He is able to return whatever he may be obliged to restore if rescission is granted


Art 1385 Rescission creates the obligation to return the things which were the object of the contract,together with their fruits, and the price with its interest

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4. The object of the contract has not passed legally to the possession of a third person acting in good faith
Art 1385 consequently, it can be carried out only when he who demands rescission can return whatever he may be obliged to restore.
Art 1385 Par 3 Neither shall rescission take place when the things which are the object of the contract are legally in the possession of third persons who did
not act in bad faith.

5. The action for rescission is brought within the prescriptive period of four years
Art 1389 The action to claim rescission must be commenced within four years. For persons under guardianship and for absentees, the period of four years shall not begin
until the termination of the former s incapacity or until the domicile of the latter is known.

o Period commences on the termination of the ward s incapacity or when absentee s domicile is known
Kinds of Rescissible Contracts
The following are rescissible contracts (Art 1381):
1. Entered into by guardians whenever the wards suffer lesion by more than of value of things object

For this article, the guardians are acting within their legal authority as guardians.
o Authorized only to manage wards property, no power to dispose without prior approval of court.
o If sold, mortgaged or otherwise encumbered without approval of the court, contract is unenforceable.
o If sold with the misrepresentation that the property is the guardians, and not the wards, the contract is void.

Sir Labitag: thin band of contracts for power of administration where the ward suffers, in that if the guardian sells without
court authorization, he becomes liable under art. 1403 in excess of authority, and the contract becomes unenforceable

25% threshold for lesion is problematic.


o Value changes according to time
o Dependent on appraiser.
o More usually, litigants will claim around 50% lesion.
2. 2. Agreed upon in representation of absentee, suffer lesion by more than of the value of things object
Same principles as the contracts under paragraph 1.
3.

In fraud of creditors who cannot collect claims due them

Presumptions of Fraud

Art 1387 All contracts by virtue of which the debtor alienates property by gratuitous title are presumed to have been entered into in fraud of creditors , when the donor
did not reserve sufficient property to pay all debts contracted before the donation.
Alienations by onerous title are also presumed fraudulent when made by persons against whom some judgment has been issued . The decision or attachment
need not refer to the property alienated, and need not have been obtained by the party seeking the rescission.
In addition to these presumptions, the design to defraud creditors may be proved in any other manner recognized by the law of evidence.

Rebuttal by evidence that conveyance was made:


In good faith
For a sufficient cause

Effect of Fraud: Does not necessarily make the alienation rescissible. It is only one of the requisites for accion pauliana. Can
be overruled by a transferee in good faith and for valuable consideration.

Badges of Fraud (indicia of fraud) - rules by which fraudulent character of transaction may be determined (Oria v. McMicking)
1. Fictitious/insufficient consideration
2. Conveyance is after suit is filed and while it is pending
3. Sale on credit by insolvent debtor
4. Evidence of insolvency or large indebtedness
5. Transfer of All or nearly all of debtor s property
6. Transfer is between father and son when some of above is present
7. Failure of vendee to take exclusive possession of the property
Relief for defrauded creditor: Accion Pauliana (see discussion, supra.)
Cases:
y Oria v McMicking
y Siguan v Lim
y Suntay v CA supra
4.

Things under litigation, without knowledge and approval of litigant or of competent judicial authority
To secure the possible effectivity of a claim

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Transferee of property in good faith who acquires property for valuable consideration, without knowledge of the litigation
or claim of the plaintiff, cannot be deprived of property.

5.
6.

Specially declared by law to be subject of rescission


Obligation made in favor of creditor to the prejudice of the other creditors
According to Sir Labitag, but not in Tolentino, found in 1382
Debtor is insolvent, but instead of paying a creditor who has made a demand on him, or whose debt is already due, he pays
a creditor whom he cannot be compelled to pay at that moment.

Rescission (Art 1380) As Distinguished from Resolution (Art 1191)


Similarities
Who may demand
Grounds
Scope of judicial
control
Kind of obligation
applicable to
Character

Art 1191 Resolution


Art 1380
1. Presuppose contracts validly entered into and existing
Recission v. Annulment: in the latter, there is a defect which vitiates/invalidates the contract
2. Mutual restitution when proper
Only by a party to the contract
Party to the contract suffering lesion
Third parties prejudiced by the contract
Non-performance (implied tacit condition in Various reasons of equity provided by the grounds,
reciprocal obligation)
mainly economic injury or lesions
Court determines sufficiency of reason to justify Sufficiency of reason does not affect right to ask for
extension of time to perform obligation (whether rescission (cannot be refused if all the requisites are
slight or casual breach
satisfied)
Only to reciprocal
Unilateral, reciprocal
Even when contract is fully fulfilled
Principal Remedy
Secondary/Subsidiary

Case:
Universal Food Corporation v CA
MUTUAL DISSENT not the same as rescission, because mutual dissent is tantamount to a simple creation of new contract for the
dissolution of the previous one. In order for rescission to take place, the requisites must first be satisfied.
Effect of Rescission

Art 1385 Rescission creates the obligation to return the things which were the object of the contract together with their fruits, and the price with its interest;
consequently, it can be carried out only when he who demands rescission can return whatever he may be obliged to restore.

General Rule: Mutual restitution


Special Case: Accion Pauliana

Alienated property reverts to the patrimony of the debtor.

It becomes available as guaranty for the debtors obligation once more.


With respect to third persons who acquired the thing in good faith

If the third party who acquired the thing did so for valuable consideration, and without knowledge of the action for
rescission, he cannot be deprived of property.
Art 1385 Par 2 Neither shall rescission take place when the things which are the object of the contract are legally in the possession of third persons who did not act in
bad faith
Art 1385 Par 3 In this case, indemnity for damages may be demanded from the person causing the loss.

Right of transferee to retain alienation:


Nature of transfer
ONEROUS

Good faith - no rescission

Bad faith - rescissible because of his complicity in the fraud not entitled for reimbursement because in pari delicto; if not
possible to return, indemnify the plaintiff;
GRATUITOUS

Good faith - does not protect him because he gave nothing; rescissible, though not required to restore the fruits

Bad faith - rescissible because of his complicity in the fraud; if not possible to return, must indemnify the plaintiff
Who may bring action for rescission
1. Creditor injured
2. Heirs of creditor injured
3. Creditors of creditor injured (by virtue of accion subrogatoria)
Extent of Rescission

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Art 1384 Rescission shall be only to the extent necessary to cover the damages caused.

As to the excess, alienation is maintained even if transferee is in bad faith


Benefits only the plaintiff creditor, not everyone
BUT if transferee is willing to pay, no rescission

Liability for acquiring in bad faith the things alienated in fraud of creditors
Art 1388 Whoever acquires in bad faith the things alienated in fraud of creditors, shall indemnify the latter for damages suffered by them on account of the
alienation , whenever, due to any cause, it should be impossible for him to return them.
If there are two or more alienations, the first acquirer shall be liable first, and so on successively.

How to Attack
Sir Labitag: frontal, from the point of view of the debtor
File a direct action for rescission proper (as distinguished from resolution of 1191)
Cure
1.
2.
3.
4.
5.
6.

For contract of guardians by ratification/confirmation of the ward


For contracts in representation of absentees By prescription
For contracts entered into by debtor in state of insolvency prescription
For contracts which refer to things in litigation by prescription
For all other contracts declared by law - by ratification/confirmation of the ward
For contracts made in favor of one creditor by ratification by creditor not preferred.

Chapter VII. Voidable or Annullable Contracts


Kinds of Voidable/Annullable Contracts
Art 1390 Although no damage to contracting parties:
1. Want of capacity
2. Vitiated consent

Characteristics of Voidable/Annullable Contracts


1. Their defect consists in the vitiation of consent of one of the contracting parties
2. They are binding until they are annulled by a competent court
3. They are susceptible of convalidation by ratification or by prescription
Question:
What if there is mutual force?
Then there would be no contract at all.
What if there is mutual fraud?
Similar to the situation with mutual force, there would be no contract at all. If both parties are fraudulent in acquiring the consent of the
other, the in pari delicto rule would apply. (see unenforceable contracts, infra.)
ANNULMENT
Annulment distinguished from Rescission
ANNULMENT (Voidable)
Declares inefficiency which contract already carries in itself
(intrinsic defect)
Requires act of ratification to be cured
Based on a vice of the contract which invalidates it
Annulment is a sanction based on law
Demandable only by the parties to the contract
Public interest predominates

RESCISSION (Rescissible)
Merely produces inefficiency, which did not exist essentially
(external defect, i.e. pecuniary damages or prejudice to one of the
contracting parties or 3rd persons)
Needs no ratification to be effective
Compatible with the perfect validity of the contract
Rescission is a remedy based on equity
Demandable even by 3rd parties affected by it
Private interest predominates

Grounds for Annulment Art 1390


1. Incapacity to consent
Capacity to consent is not an essential requisite of a contract; want is only a ground for annulment
2. Vices of consent: violence, intimidation, undue influence, mistake or fraud
Who may and may not institute an Action for Annulment Art 1397
A. MAY : All who are obliged principally or subsidiarily
Art 1395: action does not require conformity of the other party who has no right to bring action for annulment

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Requisites:
a. Interest in the contractbound to the contract either principally or subsidiarily
b. Victim and not the party responsible for the defecthe who comes to the court must come with clean hands (so not applicable to
the successor in interest of one who has contracted with a minor)
B. MAY NOT:
1. Capable parties cannot allege the incapacity of those with whom they contracted
2. Those who caused the vitiation of consent of the other party, i.e. parties who exerted intimidation, violence or undue influence or
employed fraud or caused mistake
3. Third person who is a stranger to the contract. UNLESS he can prove that the contract prejudiced his rights with respect to one of
the contracting parties, he may ask for annulment e.g. guarantors and sureties (Singsong v. Isabela Sawmill)
Case:
y Singsong v Isabela Sawmill
Prescription of Action for Annulment after prescription, contract can no longer be set aside
Art 1391 - Within 4 years
Period shall begin:
1. Intimidation, violence or undue influence: from the time consensual defect ceases
2. Mistake or fraud: from the time of discovery of the same
3. Incapacity: from the time guardianship ceases

* Extinctive prescription applies not only to action for annulment, but also to the defense of nullity.
* Applies to the parties of to the contract, but NOT to third persons.
Effects of AnnulmentThe contract is set aside; the parties are to restore themselves to the positions they were in before the contract
was made.
a.
MUTUAL RESTITUTION Art 1398 Restore to each other:
a.
things which have been the subject matter of the contract,
b.
together with fruits and
c.
the price with interest,

EXCEPT in cases provided by law (principle of unjust enrichment): e.g. compensation, services rendered in contracts of
service

ELIMINATES AWARD FOR DAMAGES. But when there is loss or suffered damages, injured party may be entitled to
recover indemnity for damages.
b.

WHEN MUTUAL RESTITUTION CANNOT BE COMPELLED

Art 1402 as long as one does not restore what he is bound to return, the other cannot be compelled to return

General Rule: After annulment of contract, the parties must return the things or amounts they have received complete with fruits,
accessions, and interest on the purchase price.
Exceptions:

LOSS THROUGH PLAINTIFFS (party entitled to bring action) FAULT or FRAUD: Action for annulment is extinguished,
even if at the time of the loss the plaintiff is still a minor or insane (Art 1401)therefore no restitution.

LOSS THROUGH FORTUITOUS EVENT, BUT PLAINTIFF WILLING TO PAY: Defendant should return the object,
but does not pay the interest. restitution does not include interest.

LOSS OF FRUITS AND ACCESSIONS: Apply Art 1400, pay value if they cannot return (both plaintiff and defendant)
restitution does not include fruits and accessions.

Cases stated below.


1. When one of the parties is incapacitated
Art 1399 not obliged to make any restitution EXCEPT insofar as he has been benefited by the price/thing received

o
o

Incapacitated party is generally not required to make any restitution


o Exception: He has been benefited by the price/thing received.
Benefit not necessarily a material and permanent increase in fortune
Benefit must be proven by incapacitated person, in the absence of such proof, the presumption is there is no benefit/profit.
If the amount is still in the patrimony at the time incapacity ceases, the incapacitated party is deemed to have been benefited.
If he asks for annulment, he must return it to the other party.
If he squanders it, the contract is considered ratified.

2. When the thing is lost through the fault of the party obliged to return the same (i.e. defendant)
Art 1400 Whenever the person obliged by the decree of annulment to return the thing can not do so because it has been lost through his fault, he shall return the fruits received
and the value of the thing at the time of the loss, with interest from the same date.

LOSS THROUGH FORTUITOUS EVENT: pay for the value of the thing lost but not fruits and interests.
Cases:
y Cadwallader & Co v Smith, Bell & Co

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y Velarde v CA supra
Extinguishment of the Action
a. Art 1392 By ratification

Confirmation/ratification: cures a defect of nullity

Acknowledgment: remedies deficiency of proof


b. Art 1401 When the thing is lost through the fault of the person who has the right to file the action

Extinguishment can only come about due to the loss by fault of plaintiff.

Unjust enrichment if the loss is returned for the defendant to bear.

Hence, the defendant cannot be obliged to make restitution to the plaintiff because of Art 1402 (cannot compelled to return
if the other party does not return)

Cannot extinguish action for annulment for any event not imputable to the fault or fraud of the plaintiff
RATIFICATION
Requisites of Ratification
a. Contract is voidable/annullable
b. Ratification is made with the knowledge of the cause for nullity
c. At the time of the ratification, the cause of nullity has already ceased to exist
Forms of Ratification
a.
Art 1393
a. Express: : any oral or written manifestation of the person entitled to ask for annulment that he agrees to be
bound by the contract or that he will not seek its annulment.
b.
Tacit: execute an act which necessarily implies an intention to waive his rights
E.g. of IMPLIED:

Silence or acquiescence

Acts showing approval or adoption of the contract

Acceptance and retention of benefits flowing therefrom


b. Art 1394
By the parties themselves or by the guardian in behalf of an incapacitated party
- During the existence of incapacity
- Right to ratify is transmitted to the heirs of the party entitled to such right.
Effects of Ratification
a.
Art 1392 Action to annul is extinguished
b.
Art 1396 The contract is cleansed retroactively from all its defects from the time it was constituted
a.
EXCEPTION: Right of 3rd persons acquired prior to ratification
Case:
y Uy Soo Lim v Tan Unchuan
Summarized form of Sirs Table
Nature of Defect:

Want of capacity (age, insanity)

Vitiated Consent
Effect on Contract

Valid until annulled by court action


Assailable? How?

Yes, both directly and collaterally in an action for annulment


Who Can Assail?

Victims in both cases

All who are obliged principally or subsidiarily


When to Assail?

In case of want of capacity: within 4 years of gaining/regaining capacity

In case of vitiated consent: within 4 years of cessation of duress or undue influence

In case of fraud or error: within 4 years of discovery


Curable? How?

Yes, by ratification (express or implied) or by prescription


Who can Cure?

Parties themselves

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Guardians ad litem in cases of want of capacity


When to Cure?

Within 4 years of gaining or regaining capacity

Within 4 years of cessation of duress or undue influence

Within 4 years of discovery of error or fraud

Chapter VIII. Unenforceable Contracts


Art. 1403. The following contracts are unenforceable, unless they are ratified:
(1) Those entered into in the name of another person by one who has been given no authority or legal representation, or who has acted beyond his powers;
(2) Those that do not comply with the Statute of Frauds as set forth in this number. In the following cases an agreement hereafter made shall be unenforceable by action,
unless the same, or some note or memorandum, thereof, be in writing, and subscribed by the party charged, or by his agent; evidence, therefore, of the agreement cannot be
received without the writing, or a secondary evidence of its contents:
(a) An agreement that by its terms is not to be performed within a year from the making thereof;
(b) A special promise to answer for the debt, default, or miscarriage of another;
(c) An agreement made in consideration of marriage, other than a mutual promise to marry;
(d) An agreement for the sale of goods, chattels or things in action, at a price not less than five hundred pesos, unless the buyer accept and receive part of such
goods and chattels, or the evidences, or some of them, of such things in action or pay at the time some part of the purchase money; but when a sale is made by
auction and entry is made by the auctioneer in his sales book, at the time of the sale, of the amount and kind of property sold, terms of sale, price, names of the
purchasers and person on whose account the sale is made, it is a sufficient memorandum;
(e) An agreement of the leasing for a longer period than one year, or for the sale of real property or of an interest therein;
(f) A representation as to the credit of a third person.
(3) Those where both parties are incapable of giving consent to a contract.

Characteristics of Unenforceable Contracts

They cannot be enforced by a proper action in court

They are susceptible of ratification

They cannot be assailed by third persons Art 1408


Question: Are unenforceable contracts valid, void, or in between?
Wretz answer:
Par 1 void as to principal and 3rd party
Par 2 valid as to parties unless involves a formal contract
Par 3 void
Gabes answer:
Par 1contract between principal and 3rd party void; however, agent is liable to both principal and 3rd party.
Par 2valid only between parties, but cannot be enforced.
Par 3valid between incapacitated parties only; void as to all others.
Unenforceable distinguished from Rescissible and Annullable
UNENFORCEABLE

Produces NO legal effect unless ratified by competent court


RESCISSIBLE AND ANNULLABLE

Produce legal effects unless set aside by competent court


Kinds of Unenforceable Contracts (Art. 1403)

Art 1403 Par 1: Unauthorized contracts

The agent does not act for himself but on behalf of someone
Unenforceable at the instance of the true owner/principal and the defense should be interposed at the time the other is
trying to enforce the contract and NOT after full compliance on one side or
Binds only the AGENT and not the principal unless he ratifies it, thereby curing the unauthorized contract. Note that the
intention of the parties to bind someone should be given effect.
If the principal executes the contract or asks for specific performance, there is ratification or implied waiver of defense.
EXCEPTION: negotiorum gestio = owner is liable to officious manager (see discussion above)
o Officious manager, not previously having contractual relation with the owner of the property, has no authority to
manage. However, law of equity governs.
Example of in excess of authority: authority given is only up to acts of administration / acts for better use and enjoyment
on property in case of co-ownership, BUT he exercises acts of ownership.
Sale of wards property in the latters name without authority regardless of lesion is unenforceable
o However, if agent sold the land but he is only authorized to mortgage it = VOID, not enforceable because of
Art. 1874

Governing rules in Unauthorized Contracts:

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Art 1404: Governed by Art 1317 (no one may contract in the name of the other without being authorized or unless he has
by law a right to represent him; representation without authority or legal representation makes the contract unenforceable
unless ratified before being revoked) AND principles of Agency in Title X of this Book
Sale of property WITHOUT authority of the owner is VOID from the beginning BUT can be made perfectly valid if the
owner ratifies it upon his stating under oath in court that he himself consented to the others making the said sale

Art 1403 Par 2: Contracts covered by the Statute of Frauds


Statute of Frauds:

descriptive of statutes which requires certain classes of contracts to be in a written memorandum or note containing the
following minimum information (essential elements of the contract):
o signature of the parties to show consent
o sufficient description of the object to render it capable of identification (e.g., location of the property which is the
subject matter of the sale)
o dates IF:

under par2 (a) where the agreement is not to be performed within a year: date of making the agreement
is important.

under par2 (e) where the lease covers a period longer than 1 year: period of the lease and the date it
begins

consideration (cause) VS. cause is presumed to exist & to be legal.

Other data that can be included:


o Names of the parties
o Terms and conditions of the agreement
o Place of the making of the agreement

Note: written memorandum/note is the evidence of the agreement and is used to show the intention of the parties. No
particular form of language or instrument is necessary to constitute a memorandum under SoF.

Merely regulates the formalities of the contract necessary to render it enforceable.

a. Performance NOT within 1 year


time begins to run from the day the contract is entered into and NOT from the time that performance is entered upon
How to compute the period: exclude 1st day, include last day (Art 13, CC)
intention for non-performance within 1 year should exist at the time of the parties made the contract (impossibility of the
terms of the contract or the intention of the parties and not natural/physical impossibility)
outside SoF if no time is fixed & nothing in the agreement suggests that it cannot be performed within 1 year
b. Special Promise to answer for anothers DEBT, DEFAULT or MISCARRIAGE
An undertaking by a person, previously not liable, to secure/perform the same duty for which the original debtor continues
to be liable
Why is it included in SoF? To offer protection to the promisor who, receiving none of the benefits for which the debt was
incurred, should be bound only by the exact terms of his promise.
Question: What is included in miscarriage?
o MISCARRIAGE = species of wrongful act, the consequences for which the law would make the party civilly
responsible
o includes liability arising from TORT and not just those out of contracts E
o EXAMPLE: The wrongful riding the horse of another, without his leave or license, and thereby causing its death,
is clearly an act for which the party is responsible for damages, and therefore, falls within the meaning of the
word miscarriage
Tesst of Guaranty: Is the promise original or collateral? Fall under SoF if it is collateral to anothers agreement. --- a
question of law & fact to be determined from language used (though not always conclusive especially if parties are unaware
of legal & technical differences of words used) and the surrounding circumstances
c. In consideration of MARRIAGE (other than mutual promise to marry)
Marriage should not be a mere incident; there should not be any other consideration sufficient to support the oral
agreement.
Covers agreements between the parties to the contemplated marriage AND promised by 3 rd persons to one of the
contracting parties (ex. Gift of brides father to groom)
Question: What is the consideration in a promise to marry?
Another promise to marry.
d. Sale of GOODS, CHATTELS or THINGS IN ACTION
Price should be at least P500
o Covers both tangible & intangible personal property

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Includes assignment of choses in action over P500

CHOSES or THINGS in ACTION

movables not susceptible of possession (credits and other personal rights) (see Art. 417)
[source: An outline of Philippine Civil Law by Reyes & Puno]

A right to receive or recover a debt, demand, or damages on a cause of action ex contractu,


or for a tort connected with contract, but which cannot be made available without recourse
to an action [source: Blacks Law Dictionary]

source: The Free Dictionary by Farlex:

The right to bring a lawsuit to recover chattels, money, or a debt.

Property right or the right to possession of something that can only be obtained or enforced
through legal action. It is used in contradistinction to chose in possession, which refers to
cases where title to money or property is in one person but possession is held by another.

Examples of a chose in action are the right of an heir to interest in the estate of his or her
decedent; the right to sue for damages for an injury; and the right of an employee to unpaid
wages.
Question: For a purchase of a number of articles priced at less than P500 each, is the contract covered by the Statute of
Frauds?
Only if the contract is inseparable and the total price exceeds P500 will it fall under SoF.
Partial delivery OR payment removes the contract from the operation of SoF; payment made at the time of making the
contract removes it from the operation of SoF
EXCEPTIONS:
o when the buyer accepts/receives part of such goods and chattels, or the evidences, or some of them, of such
things in action, OR
o the buyer pays at the time some part of the purchase money
o the entry made by the auctioneer in his sales book at the time of sale is SUFFICIENT memorandum (despite
lack of the contracting parties signatures) IF it contains the ff. data:

the amount and kind of property sold

terms of sale

price

names of purchasers and persons on whose account the sale is made


Question: Theres something missing in paragraph d. What is it?
Gabes Answer: Theres no provision for services to be provided.
o

1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.

e. (1) Leasing for a period LONGER than 1 year


Does not distinguish between real and personal rights.
Duration of the term and the date it is to begin should be designated in the memorandum
Lease confers right to possess, use and enjoy the property, BUT does not create real rights until recorded. Recording serves
as constructive notice to the whole world.
Note: personal rights are those binding to the contracting parties, their privies in interest and people with actual knowledge
of the contract ONLY, whereas real rights are also binding as against third persons.
e. (2) Sale of REAL property / of an INTEREST therein
Evidence to prove an oral contract of sale of real estate must be disregarded IF timely objections are made to its
introduction
Land sold should be sufficiently described and the statement of interest therein should not be uncertain. Otherwise, oral
evidence is NOT admissible in aid of the memorandum.
Interest of lessee in an unrecorded lease = interest in real property
Question: What are the real rights?
Ownership
Real right of possession
Usufruct
Easement
Retention(as security)
Real Mortgage
Chattel Mortgage
Pledge
Antichresis
Pre-emption
Redemption
Recorded lease
Other rights provided by law

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a.

Under the IPRA


i. Community Ancestral Domain Title
ii. Community Ancestral Domain Claim
b. Under the Constitution
i. Stewardship over forest lands
14. Interest over real property
a. E.g. lessee in an unrecorded lease

f. REPRESENTATION as to anothers credit


A representation made by a stranger to the contract with the intent that the person for whom it is made SHOULD
OBTAIN CREDIT = must be in writing in order to be a basis of an action for damages against the party who made the
representation if it turns out to be false.
False representations are not within SoF and may be proven by oral evidence
Not applicable to representations tending to induce action for the benefit of the person making them
Protects only those who honestly and in good faith make assurances respecting anothers credit or standing

Applicability of Statute of Frauds

Applies only when actions for specific performance or for violation thereof are instituted (e.g., action for recovery of
purchase price, action for damages for breach).
o Hence, SoF inapplicable if verbal contract is used as basis.

APPLICABLE TO: Executory contracts

N/A to contracts where:


o Completed or executed contracts
o One of the parties have fully complied with his/her prestation
o Both parties have partially complied with their prestation

Why is SoF applicable to executory and not executed contracts?


o Because there is a wide field of commission of frauds in executory but such is reduced in executed since the
intention of the parties becomes apparent by their execution and execution concludes, in most cases, the rights of
parties. However, to render SoF inapplicable, partial performance must be proven by either documentary or oral
evidence.
Exclusive list of agreements/contracts enumerated; Rule of exclusion
Does not determine credibility or weight of the evidence, merely concerned with the admissibility thereof

Purpose of Statute:

Prevent (and not encourage) fraud and perjury in the enforcement of obligations depending for their evidence upon the
unassisted memory of witnesses, by requiring certain enumerated contracts and transactions to be evidenced by a writing
signed by the party to be charged.

Provides for the manner which contracts under it shall be proved

Does not attempt to make contracts invalid if not executed in writing, only makes ineffective the action for specific
performance

Cannot be used to prevent one of the contracting parties from proving the true interest and agreement (e.g., deed of sale is
actually a mortgage even when the agreement for redemption rests entirely on parol evidence)

Recognition of limits of human memory

Principal aims: (1) prevent commission of injustice due to faulty memory, (2) discouraging intentional misrepresentations
Cases:
y PNB v Philippine Vegetable Oil Co
y Limketkai Sons Milling Inc v CA
y Swedish Match v CA
Effect of noncompliance with SoF:
The contract is unenforceable at the instance of any party. Thus, if the vendor demands the payment of the purchase price, the vendee
can interpose the defense that the contract is unenforceable.

1408 Unenforceable contracts cannot be assailed by third persons

Statute of Frauds is a personal defense and the same may be waived

Can only be relied upon by the contracting parties or their representatives


Question: Can one ask for a declaration of unenforceability?
No. There is no such action for that.

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How to ratify contracts under Statute of Frauds? Art 1405

Failure to object to the presentation of oral/parol evidence to prove the contract covered by SoF

Objection is already too late if all the essential elements of the contract have been testified to.

Acceptance of benefits under them

The contract has already been partly executed


Case: y Carbonell v Poncio
Art 1406 When a contract is enforceable under SoF BUT a public document is NECESSARY for its registration in the Registry of Deeds, the parties may avail of their
rights under Art 1357 (parties may compel each other to observe the necessary form once the contract has been perfected)
Written memorandum makes the contract enforceable whereas the public document transfers real rights

Example: SALE OF LAND by owner (only needs to comply with statute of frauds)
terms were written on a tissue paper --> consensual contract is perfected; valid but only executory

a written memorandum should first be made before the buyer can enforce the seller's obligation to execute a public
document to transfer ownership of the real property

[NOTE: seller can willingly execute such public document without the written memorandum in which case the seller ratifies
the contract, making it enforceable]

applying 1191 (tacit resolutory condition), the seller can still assert that if the buyer does not pay the purchase price and any
other obligation he is required to perform, the seller may want to resolve the contract after he executes such public
instrument. Hence, the buyer should also perform his obligations.

Art 1403 Par 3: Both parties are incapable of giving consent to a contract

Neither party or his representative can enforce the contract unless this has been previously ratified

Art 1407

Effect of ratification by the parent or guardian of one of the parties: (express or implied)

Converts the contract into a voidable contract, at the option of the party who has not ratified.
o Sir added: UNLESS the subject matter has been consumed by the incapacitated in good faith and for necessaries.

The non-ratifying party may: enforce the contract OR ask for the annulment on the ground of his incapacity

Effect of ratification by the parents or guardians of both parties: validated from the inception
Effect on Contract: VALID but cannot be enforced by a proper action in court (e.g., action for specific performance and action for
damages due to non-performance) UNTIL ratified.
Question: What happens if ONE party regains consent?
The contract becomes a voidable one.

SIRS TABLE SUMMARIZED


Assail the Unenforceable contract:
How: DEFENSE of its unenforceability (not a direct attack) through:
For pars 1, 2 & 3: motion to dismiss complaint
Additional for par 2: motion to exclude oral evidence (e.g., testimony of the plaintiff about the contents of the oral contract)
Who:
par 1: by owner of property
par 2: by plaintiff & his privies (heirs, representatives and assigns)
par 3: by other party & his privies (heirs, representatives and assigns) & by guardian / parents during incapacity
When
For pars 1, 2 & 3: at any time one party attempts to enforce the contract against the other through a court action (defense should be
raised immediately)
Cure the Unenforceable contract:
How
par 1: by ratification: express or implied (e.g., owner tries to enforce the obligation)
par 2: by acknowledgement, by performance of oral contract, by failure to object seasonably to presentation of oral evidence, by
acceptance of benefits under the contract
par 3: by confirmation
Who
par 1: person in whose name the contract was entered into
par 2: party against whom the contract is being enforced
par 3: parents / guardians of BOTH parties, OR both parties after regaining capacity to act
When

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Question: What is the period for expressly/impliedly ratifying unenforceable contracts?
Wretz answer: none because there is no extinctive prescription for merely interposing the defense of unenforceability, unlike direct
action for rescission and annulment.
Question: How is the Statute of Frauds dovetailed with Laws on Formality?
Art. 1406. When a contract is enforceable under the Statute of Frauds, and a public document is necessary for its registration in the Registry of Deeds, the parties may avail
themselves of the right under Article 1357.
Art. 1357. If the law requires a document or other special form, as in the acts and contracts enumerated in the following article, the contracting parties may compel each
other to observe that form, once the contract has been perfected. This right may be exercised simultaneously with the action upon the contract

Gabes Answer: Art. 1406 is the bridge between the SoF and the Laws of Formality. If the contract needs to be in written form
under the SoF to be enforceable, but no such form has been followed, then the parties can compel one another to follow the form
once the contract has been perfected.
Question: How is paragraph (f) different from paragraph (b)?
In paragraph (f), the 3rd party merely represents himself as to a credit, such as endorsing a check, while in paragraph (b), he is
collateral for a primary obligation of a debtor. Thus, while in the former, he cannot really be considered as liable for anything, in the
latter, he is subsidiarily liable.

Chapter IX. VOID OR INEXISTENT CONTRACTS


Art. 1409. The following contracts are inexistent and void from the beginning:
(1) Those whose cause, object or purpose is contrary to law, morals, good customs, public order or public policy;
(2) Those which are absolutely simulated or fictitious;
(3) Those whose cause or object did not exist at the time of the transaction;
(4) Those whose object is outside the commerce of men;
(5) Those which contemplate an impossible service;
(6) Those where the intention of the parties relative to the principal object of the contract cannot be ascertained;
(7) Those expressly prohibited or declared void by law.
These contracts cannot be ratified. Neither can the right to set up the defense of illegality be waived.

Void ab initio, as if it had never been entered into


Includes not only those in which one of the essential requisites are wanting, but also those which are declared void by
positive provision of law or statute

Examples of Void or Inexistent Contracts:


1. Those which are simulated or fictitious
2. Those in which consent was not produced by the concurrence of the offer and acceptance, and did not pass the stage of
generation to the point of perfection
3. When the object of the contract is impossible, illegal, or outside the commerce of man, or when it is not determined in kind
as required in Art. 1349
Art. 1349. The object of every contract must be determinate as to its kind. The fact that the quantity is not determinate shall not be an obstacle to the existence of the
contract, provided it is possible to determine the same, without the need of a new contract between the parties. (1273)

4. When the contract has no cause or consideration, or when such cause or consideration is illicit.
5. When the contract, although the cause or object may not be illegal, violates some mandatory provisions of the law, such as
a contract for the separation of property, executed after the celebration of marriage, or a sale of a homestead within the 5-yr
prohibitory period provided by law.
HOW TO DISTINGUISH
DIFFERENCE
DEFECT
NULLITY
IF NO ACTION IS TAKEN
ACTION TO RESCIND

VOID
Inherent in the contract itself
Matter of law and public interest
There are no legal effects even if no
action is taken to set it aside
Never prescribes

RESCISSIBLE
In effects, either to one of the parties or to a
third party
Based on equity and more of private interest
Remains valid and produces all its effects
Prescribes

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RATIFICATION

VOID
Can never be ratified

EXISTENCE

No contract at all

UNENFORCEABLE
Can be ratified and therefore can be
enforced
There is a contract, which, however,
cannot be enforced unless properly
ratified

SIMILARITY: Void/Inexistent and Unenforceable are similar in that they cannot be the basis of action to enforce compliance.
VALIDITY

NULLITY

RATIFICATION
PRESCRIPTION

VOID
Implies that there is no contract but only
the appearance of one, and it produces no
effect even if not set aside by a direct
action
Can be set up against anyone who asserts
a right arising from it; not only the first
but against all his successors who are not
affected by the law
Not susceptible of ratification; cannot be
cured
Does not prescribe

VOIDABLE/ANNULLABLE
Valid until set aside and its validity can be
assailed only in an action for that purpose
by a party to the contract and never by a
third person
Nullity can only be set up against a party
thereto
May be rendered valid by ratification
Prescribes

IN SUM: Characteristics of a Void Contract:

The contract produces no effect whatsoever either against or in favor of anyone, hence, it does not create, modify, or
extinguish the juridical relation to which it refers.
No action for annulment is necessary because the nullity exists IPSO JURE; a judgment of nullity would merely be
declaratory
It cannot be confirmed or ratified
If it has been performed, the restoration of what has been given is in order
The right to set up the defense of illegality cannot be waived.

ACCION REINVIDICATORIA recovery of a property where there has been void transfer, and any possessor may refuse to
deliver it to the transferee, who cannot enforce the transfer.

Creditors may attach property of the debtor which has been alienated by the latter under a void contrac;

A mortgagee can allege the inexistence of a prior encumbrance

A debtor can assert the nullity of an assignment of credit as a defense of an action by the assignee.
ACTION TO DECLARE NULLITY
No need of an action to set aside a void or inexistent contract. In fact, such action cannot logically exist. However, an
action to declare the non-existence of the contract can be maintained; and in the same action the plaintiff may recover what
he has given by virtue of the contract.

If the void contract is still executory , no need to bring an action; but if one party brings action to enforce it, nullity can
be set up as defense
Power to ask for declaration of a nonexistent contract cant be assigned
CONTRACTS THAT ARE VOID:
1. Those whose cause, object or purpose is contrary to law, morals, good customs, public order, or public policy :
A. When the act constitutes a criminal offense (illegality of cause or object)
Art. 1411. When the nullity proceeds from the illegality of the cause or object of the contract, and the act constitutes a criminal offense, both parties being in pari delicto,
they shall have no action against each other, and both shall be prosecuted. Moreover, the provisions of the Penal Code relative to the disposal of effects or instruments of a
crime shall be applicable to the things or the price of the contract.
This rule shall be applicable when only one of the parties is guilty; but the innocent one may claim what he has given, and shall not be bound to comply with his promise.
(1305)

IN PARI DELICTO RULE


1. BOTH are in pari delicto

No action against each other

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BOTH will be prosecuted


RPC provision relative to the disposal of effects/instruments of a crime shall apply

2. ONLY ONE is guilty

INNOCENT PARTY may claim what he has given

INNOCENT PARTY not bound to comply with his promise


Case:
Urada v Mapalad
B. Art 1412 When the act is unlawful but does not constitute a criminal offense
Art. 1412. If the act in which the unlawful or forbidden cause consists does not constitute a criminal offense, the following rules shall be observed:
(1) When the fault is on the part of both contracting parties, neither may recover what he has given by virtue of the contract, or demand the performance of the other's
undertaking;
(2) When only one of the contracting parties is at fault, he cannot recover what he has given by reason of the contract, or ask for the fulfillment of what has been promised
him. The other, who is not at fault, may demand the return of what he has given without any obligation to comply his promise. (1306)

IN PARI DELICTO RULE


1. BOTH parties at fault

Neither party may recover what he has given by virtue of the contract

Neither party may demand the performance of the other s undertaking


2. ONLY ONE is guilty

INNOCENT PARTY may demand the return of what he has given without obligation to comply

with his promise

PARTY AT FAULT cannot recover what he has given by reason of the contract

PARTY AT FAULT cannot ask for the fulfillment of what has been promised to him

Not applicable to fictitious contracts because they refer to contracts with an illegal cause or subject-matter (criminal
offense OR only illegal), OR to contracts that are null and void ab initio. Fictitious or simulated contracts don t have cause.

Case:
Modina v CA
EXCEPTIONS TO THE IN PARI DELICTO RULE

General Statement of the Exception (Art 1416): Agreement is not illegal per se, but merely prohibited

Prohibition is designed for the protection of the plaintiff


Plaintiff may recover what he paid or delivered if public policy is enhanced
ILLEGAL PER SE- one that by universally recognized standards is inherently or by its very nature bad,
improper, immoral or contrary to good conscience.

IN CASES OF USURY:
Usury Law limits his right to recovery of usurious interest paid during the 2 years preceding the making of the claim. But where the
only consideration is the usurious interest, the entire consideration is illicit, the contract is null and void, and the borrower may
recover the property conveyed, with its fruits.
Cases:
PBC v Lui She
Frenzel v Catito
Art. 1413 Interest paid in excess of the interest allowed by the usury laws may be recovered by the debtor, with interest thereon from the date of payment (n)

This article, as opposed to Sec 6 of ct 2655 or the Usury Law (in such case that the person who paid usurious interest
may recover the whole interest, commissions, premiums, penalties, and surcharges paid or delivered if the
action is brought within 2 yrs after such payment or delivery, or in other words the whole usurious interest paid
within the last 2 yrs preceding the action can be recovered under the Usury Law), allows the recovery only of the
excess over the interest allowed by the Usury Law, and not the entire interest paid, but interest on such excess from the
time payment is allowed. Furthermore, in this article, recovery is not limited to interest paid within the last 2 yrs, hence the
excess in all payments may be recovered.
SO WHICH WOULD PREVAIL? Tolentino says Usury Law provision:

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Because of irreconcilable differences with Art 1961, 1957, and 1175, the intention of the Civil Code cant be ascertained; it is
the same as if there is no rule in the Civil Code on the recovery of Usurious interest. This leaves the Usury Law as the only law that
can be applied.

Public policy favors the Usury Law. Policy is to discourage usury. Allowing the debtor to recover the full amount of the
usurious interest paid and not only the excess over what the law permits will discourage usury. And limiting the action to 2 yrs after
payment of usurious interest will encourage debtors to expose as soon as possible the usurious transaction so they may still recover
what they have paid as interest.
OTHER SPECIFIC EXCEPTIONS
a.

Art 1414 When the PURPOSE is illegal and money is paid or property delivered therefore maybe repudiated by one of the parties before the purpose has been
accomplished OR before any damage has been caused to a 3rd person. Courts may allow the party repudiating the contract to recover the money or property, if the public
interest will thus be subserved.

b.

Art 1415 When the CONTRACT is illegal and one of the parties is INCAPABLE of giving consent courts may allow recovery of money/property delivered by the
incapacitated person, if interest of justice so demands

Case:
Liguez v CA
Relloza v GawCheen Hun
c.

Art 1417 When the amount paid exceeds the maximum fixed by law any person paying in excess of the maximum price may recover such excess

d.

Art 1418 When by virtue of contract a laborer undertakes to work longer than the maximum number of hours of work fixed by law worked may demand additional
compensation for service rendered beyond the limit

e.

Art 1419 When a laborer agrees to accept a lower wage than that set by law entitled to recover deficiency

f.

Art 1420 When the contract is divisible if illegal terms can be separated from legal ones, enforce latter

4.

In case of doubt, contract is considered as divisible or separable.

EXCEPTIONS to Art 1420:


1. Nature of contract requires indivisibility e.g. contract of compromise
2. Intention of the parties is that the contract be entire e.g. if what is void be the essential part, void the entire contract. Divisibility
will only be followed when the nullity affects only the secondary or accessory obligations.
g. Art 1422 When the contract is the DIRECT RESULT of a previous illegal contract also void and inexistent
1. Those whose object is outside the commerce of man Art 1409 Par 4
2. Those which contemplate an impossible service Art 1409 Par 5
3. Those where the intention of the parties relative to the principal object of the contract cannot be ascertained Art 1409 Par
6
4. Those expressly prohibited are declared void by law Art 1409 Par 7
Contracts that are INEXISTENT
1. Those which are absolutely simulated or fictitious - Art 1409 Part 2 :
Art 1345 Simulation of contracts may be ABSOLUTE (parties do not intend to be bound at all) or
RELATIVE (parties conceal their true agreement) (see discussion supra.)
Art 1346 Absolute or Fictitious: void

Those whose cause or object did not exist at the time of the transaction - Art 1409

The action or defense for the declaration of the inexistence of a contract


1. Art 1410 Does not prescribe, defect is permanent and incurable
2. Art 1421 Is NOT available to 3rd persons whose interest is not directly affected
* Ratification may take the form of a new contract, in which case its validity shall be determined only by the circumstances at the time
of the execution of the new contract. However, the same does not retroact to the constitution of the first contract.

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Title III. NATURAL OBLIGATIONS


Original Four types of obligations in juridical science reduced to two by jurisprudence (just civil and natural)
1. Moral obligations - duties of conscience completely outside the field of law
2. Natural obligations - duties not sanctioned by any action but have a relative judicial effect
3. Civil obligations - juridical obligations that are in conformity with positive law but are contrary to juridical principles and susceptible of being annulled;
enforceable by action
4. Mixed obligations - full juridical effect; falls under civil obligations
Definition

Art 1423 Not being based on positive law but on equity and natural law, do not grant a right of action to enforce their performance, b ut after voluntary fulfillment by the obligor, they
authorize the retention of what has been delivered or rendered by reason thereof.

Moral but not a legal duty to perform or pay, but the person who performs or pay feels that in good conscience he should comply with his
undertaking which is based on moral grounds
He cannot recover what he has voluntarily paid
The moral law, which is the necessary standard of all human action, cannot permit any lawmaker to grant the protection of public force to one
who seeks to undo the fulfillment, already effected, of a debt of conscience
Based on natural law, which is immutable and independent of all human regulations. Also called rational law, which includes rules that are
neither written nor promulgated, but are derived from reason and nature.
Midway between civil and the purely moral obligation. Obligation without a sanction, susceptible of voluntary performance, but not through
compulsion by legal means.
Real obligation which law denies action, but which the debtor may perform voluntarily.
Patrimonial and presupposes a prestation.
It may not be enforced by judicial action; however, whatever has been freely performed in compliance with a natural obligation may not be
reclaimed, and a contract made for the performance of a natural obligation is ONEROUS.
Recognizes voluntary payment; debtor cannot recover what he has paid voluntary because of solutio indebiti.
Since natural obligations are always voluntary, debtor cannot be legally forced. He can raise the defense of natural obligation (not enforceable).
However, debtor may choose to fulfill the obligation because of his conscience, word of honor, or his desire to maintain his business reputation.
QUESTION: What are other natural obligations aside from those enumerated in the Civil Code?
Bettinas answer:

The support of a natural child who has not been recognized

The indemnification of a woman seduced, even when the seduction does not constitute a crime

The support of relatives, by consanguinity or affinity, for whom the law makes no provision for support

Indemnity for damages caused under circumstances which do not give a right of action to the injured party
Requisites of Natural Obligation
1. Juridical tie between two persons. (distinguishes natural obligations from moral ones)
2. Tie is not given effect by law but instead by the conscience of man. (distinguishes natural obligations from civil ones)
- This binding tie is in the conscience of man, for under the law they do not have the necessary efficacy to give rise to an action. (revealing a conflict
between equity and law)
- Leaves it entirely to his conscience whether he shall pay or not. If he does not want to pay, he cannot be compelled; if he pays, he cannot recover.
As distinguished from Civil Obligations
As to enforceability
As to basis

NATURAL
Not by court actions, but by good conscience of debtor
Does not give rise to an action to compel performance
Equity and natural justice

CIVIL
Court action or the coercive power of public authority
Positive law

As distinguished from Moral Obligations


NATURAL
PURELY MORAL
There is a juridical tie
There is no juridical tie
Within domain of law, with a legal tie but cannot be enforced because of certain Moral duty
causes
Produces some juridical effects, such as the right to retain what has been voluntarily
paid
Performance by the debtor is a legal fulfillment
Act is purely liberality springing from blood, affection, or
of the obligation
benevolence

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A true obligation with a legal tie between


debtor and creditor
Produces certain civil effects:
1. what has been paid cannot be recovered
2. obligation can be novated
3. it can be guaranteed
4. and in some cases it can even be ratified (as a prescribed obligation)

Rests entirely on conscience


Matter is entirely within the domain of morals

Fulfillment of Natural Obligations


Fulfillment does not refer only to the delivery of things, but also to the performance of an act, the giving of a security, the execustion of a document,
the abandonment of a right in other words, the FULL EXTENT of the juridical meaning of PAYMENT.
Voluntary fulfillment is spontaneous, free from fraud or coercion. With knowledge, free from error. Recovery can then occur if what has been paid is
actually paid by mistake. Voluntary here means that there is knowledge that one is not compelled to pay, distinguishing from payment by mistake (solutio
indebiti, which is a quasi-contract). There is a distinction between solutio indebiti and voluntary payment of natural obligations. Thus, a payment by
mistake is not voluntary and may be recovered. Payment is voluntary when the debtor knew that the obligation is a natural one. Believing it to be civil, he
does not recognize the natural character of the obligation. And there being no civil obligation either, he can recover what he has paid. However, he has the
burden of proving the mistake.
Conversion to Civil Obligation
GENERAL RULE: Partial payment of a natural obligation does not make it civil; the part paid cannot be recovered but the payment of the balance
cannot be enforced.
Applicable only to natural obligation because of prescription or lack
of formalities (nullity due to form e.g. Art 1430) and NOT to natural obligation subject to ratification or confirmation.

Payment by mistake is not voluntary and may be recovered. Payment is voluntary when the debtor knew that the obligation is a natural one. One
who pays a natural obligation, believing it to be civil, does not thereby recognize the natural obligation; and there being no civil obligation either,
he can recover what he has paid. The debtor however has the burden of proving the mistake.

1. By novation
2. By confirmation or ratification
The signing of a document has the effect of converting a natural into a civil obligation. The natural obligation is a valid cause for a civil obligation. A
prescribed debt of a deceased mother of the debtor was held to be a sufficient consideration to make valid and effective the promise of the person to pay
the same.
Examples
Art 1424 When the right to sue upon a civil obligation has lapsed by extinctive prescription, the obligor who voluntarily performs the contract cannot recover what he has delivered or the value of
the service he has rendered.
Art 1425 When without the knowledge OR against the will of the debtor, a 3rd person pays a debt which the obligor is not legally bound to pay because the action thereon has prescribed, but the
debtor later voluntarily reimburses the third person the obligor cannot recover what he has paid.
Art 1426 When a minor 18-21 entered into a contract without the consent of the parent or guardian, after the annulment of the contract, voluntarily returns the whole thing or price received,
notwithstanding that he has not been benefited thereby, there is no right to demand the thing or price thus returned.

After a decree of annulment, parties are generally bound to make mutual restitution. When the ground for annulment is the incapacity of
the plaintiff, he is not bound to make restitution except to the extent that he was benefited. If there was no benefit derived from the
incapacitated from the thing received by him from the other party, no legal obligation to make restitution. HOWEVER, HE HAS THE
NATURAL OBLIGATION TO DO SO; hence, if he voluntarily makes the restitution, he cannot recover what he ahs delivered, if he is a
minor over 18. Deemed to have sufficient mental and moral development to be aware of his debt of conscience.

Cannot recover what he has voluntarily returned, consummable or not, and whether or not the other party still has it in possession.

Art 1427 When a minor 18-21 entered into a contract without the consent of the parent or guardian, voluntarily pays a sum of money or delivers a fungible thing in fulfillment of an obligation, there
shall be no right to recover the same from the oblige who has spent or consumed it in good faith.

- Voluntary payment under an annullable contract. No natural obligation, it is civil: it exists and is enforceable unless set aside.
- Not the voluntary payment that prevents recovery, but the consumption or spending of the thing or money in good faith.
- Annullable, but until so annulled it is a civil obligation still.

Ruaro, Musni, Flores, Tuason, Salindo, Rayos del Sol, dela Pea|Page 113 of 119
- This article creates an exception to the rule of mutual restitution. Generally, the party who contracted with a minor would have been required
to return whatever he received upon annulment of contract. But in this case, he is exempted from this obligation to restore if the payment was
made by a minor over 18, and the thing or money paid was consumed or spent in good faith.
- Good faith: belief that debtor has capacity to deliver the object of contract
- Fungible thing: consumable
- Non-consummable: debtor cannot recover if no longer in the possession of the creditor, because the right to recover presupposes existence
of thing. Alienation in good faith is an exercise of the right of the creditor, and he cannot be held liable for it, much less if the thing was lost
without his fault.
Art 1428 When after an action to enforce a civil obligation has failed, the defendant voluntarily performs the obligation, he cannot demand the return of what he has delivered or the payment of the
value of the service he has rendered.
Art 1429 When a testate or intestate heir voluntarily pays a debt of a decedent exceeding the value of the property which he received by will or by the law of testacy from the estate of the deceased,
the payment is valid and cannot be rescinded by the payer.
Art 1430 When a will is declared void because it has not been executed in accordance with the fo rmalities required by law, but one of the intestate heirs, after the settlement of the debts of the
deceased, pays a legacy in compliance with a clause in the defective will, the payment is effective and irrevocable.

- Nullity due to form: includes licit obligation which is unenforceable because of the lack of proper formalities. However, once such obligation
is voluntarily paid, the debtor cannot recover.

Title IV. ESTOPPEL


Definition

Art 1431 Admission or representation is rendered conclusive upon the person making it, and cannot be denied or disproved as against the person relying thereon.

- A bar which precludes a person from denying or asserting anything to the contrary of that which in has, in contemplation of law, been established as the
truth, either by the acts of judicial or legislative officers or by his own deed or representation, either express or implied.
- Sir Labitag: It is used as a shield, not as a sword; only to defend against an action for damages. It should be used in extremis or as a last line of defense
- Concludes the truth in order to prevent falsehood and fraud, and imposes silence on the party only when in conscience and honesty he should not be
allowed to speak.
- Origin is in equity and is therefore based on moral right and natural justice
- Cannot be predicated on an illegal act
EQUITABLE ESTOPPEL

WAIVER

May arise even when there is no intention on or the part of the


person estopped to relinquish any existing right

Voluntary and intentional abandonment relinquishment of a


known right

Frequently carries implication of fraud

No implication of fraud

Involves the conduct of both parties

Involves the act or conduct of only one of the parties

ESTOPPEL

RATIFICATION

Bound notwithstanding the fact that there was no such


intention, because the other party will be prejudiced and
defrauded by his conduct unless the law treats him as legally
bound

Bound because he intended to be

Case:
y Kalalo v Luz
Kinds of Estoppel
Art 1433: Estoppel may be in pais (by conduct) or by deed (document)

A. TECHNICAL ESTOPPEL
1. By record - preclusion to deny the truth of matters set forth in a record, whether judicial or legislative, and also to deny the facts adjudicated by a court
of competent jurisdiction
i. E.g. conclusiveness of judgment (estoppel by judgment) on the parties to a case, which according to Sir is broader than res judicata, because
the former applies to any matter raised in the case while the latter only applies to the judgment pertaining to same parties, causes, and issues.
2. By deed - bar which precludes on party to a deed and his privies from asserting as against the other party and his privies any right or title in derogation
of the deed, or from denying the truth of any material facts asserted in it usually written documents

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B. EQUITABLE ESTOPPEL (estoppel in pais) because of something which he has done or omitted to do, a party is denied the right to plead or
prove an otherwise important act.
Either positive or negative
Essential elements of estoppel in pais in relation to the party sought to be estopped:
1. Conduct amounting to false representation or concealment of material facts, or at least calculated to convey the impression that the facts are
otherwise than and inconsistent with, those which the party subsequently attempts to assert
2. Intent, or at least expectation that this conduct shall be acted upon by or at least influence, the other party
3. Knowledge, actual or constructive, of the real facts
Essential elements of estoppel in pais in relation to the party claiming the estoppel:
1. Lack of knowledge or of the means of knowledge of the truth as to the facts in question
2. Reliance, in good faith, upon the conduct or statements of the party to be estopped
3. Action or inaction based thereon of such character as to change the position or status of the party claiming the estoppel, to his injury,
detriment or prejudice
A. POSITIVE ESTOPPEL IN PAIS
1. Estoppel by representation or misrepresentation (Art 1437 or estoppel against owners): When a contract between 3rd persons concerning
immovable property, one of them is misled by a person with respect to the ownership or real right over real estate, the latter is precluded from asserting his
legal title or interest therein, provided all these requisites are present:
1. Fraudulent representation or wrongful concealment of facts known to the party estopped
2. Party precluded must intent that the other should act upon the facts as misrepresented
3. Party misled must have been unaware of the true facts
4. Party defrauded must have acted in accordance with the misrepresentation
2. Estoppel by acceptance of benefits (Art 1438 or estoppel from benefits): One who has allowed another to assume apparent ownership of personal
property for the purpose of making any transfer of it, cannot, if he received the sum for which a pledge has been constituted, set up his own title to defeat
the pledge of the property, made by the other to a pledge who received the same in good faith and for value.
3. Promissory estoppel: An estoppel may arise from making of a promise, even though without consideration, if it was intended that the promise should
be relied upon and in fact it was relied upon, and if a refusal to enforce it would be virtually to sanction the perpetuation of fraud or would result in other
injustice.
A promise cannot be the basis of an estoppel if any other essential element is lacking.
Justifiable reliance or irreparable detriment to the promise are requisite factors.
Came from Anglo-American Law, by virtue of Art 1432 which adopts principle of estoppel
B. NEGATIVE ESTOPPEL IN PAIS
1. Estoppel by laches - failure or neglect, for an unreasonable and unexplained length of time, to do that which, by exercising due diligence, could or
should have been done earlier.
Public policy requires for the peace of society, discouragement of stale claims and laches, unlike statute of limitations, is not a mere question of
time but principally a question of inequity or unfairness of permitting a right or claim to be enforced or asserted.
Discretionary on the part of the court.
Requisites of laches:
1. Conduct on part of the defendant, or one under whom he claims, giving rise to the situation complained of
2. Delay in asserting complainant s right after he had knowledge of the defendant s conduct and after he has had an opportunity to sue
3. Lack of knowledge or notice on the part of the defendant that the complainant would assert the right on which he bases his suit
4. Injury or prejudice to the defendant in the event relief is accorded to the complainant
Distinguished from prescription
LACHES

PRESCRIPTION

Concerned with effect of delay

Concerned with fact of delay

Principally question of inequity of permitting a claim

Matter of time

Not based on statute but on equity

Statutory

Not based on fixed time

Fixed time

2. Estoppel by silence - One who is silent when he ought to speak will not be heard to speak when he ought to be silent. Mere innocent silence will
not work an estoppel, there must also be some element of turpitude or negligence connected wit the silence by which another is misled to his injury.
Closely connected to ESTOPPEL BY ACQUIESCENCE: a person is prevented from maintaining a position inconsistent with one in which he has
acquiesced. There must be a duty to speak on the part of the person so that estoppel in silence can apply.
WHO ARE BOUND?

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Art 1439 Effective only as between the parties thereto or their successors in interest (privies in blood like heirs, and in estate like grantees).

Why? Mutuality is an essential element of an estoppel, an estoppel must bind both parties or neither is bound.
No estoppel against government. It is not estopped by mistake or error on the part of its officials or agents, the erroneous application and
enforcement of the law by public officers does not prevent a subsequent correct application of the statute.

Case:
y Manila Lodge No. 761 Benevolent and Protective Order of the Elks v CA
Laws applying estoppel
Art 1434 (Subsequent acquisition of title) - When a person who is not the owner of a thing sells or alienates and delivers it, and later the seller or grantor acquires title thereto, such title passes by
operation of law to the buyer or grantee.
Art 1435 (Estoppel by representation) - If a person in representation of another sells or alienates a thing, the former cannot subsequently set up his own title as against the buyer or grantee.
Art 1436 (Tenant) - A lessee or a bailee is estopped from asserting title to the thing leased or received, as against the lessor or bailor.
Art 1437 (Estoppel by misrepresentation) - When a contract between 3rd persons concerning immovable property, one of them is misled by a person with respect to the ownership or real right over
real estate, the latter is precluded from asserting his legal title or interest therein, provided all these requisites are present:
1. Fraudulent representation or wrongful concealment of facts known to the party estopped
2. Party precluded must intent that the other should act upon the facts as misrepresented
3. Party misled must have been unaware of the true facts
4. Party defrauded must have acted in accordance with the misrepresentation
Art 1438 (Estoppel from benefits) - One who has allowed another to assume apparent ownership of personal pro perty for the purpose of making any transfer of it, cannot, if he received the sum for
which a pledge has been constituted, set up his own title to defeat the pledge of the property, made by the other to a pledge who received the same in good faith and for value.

Case:
y Miguel v Catalino
y Read the annotation on 32 SCRA 542

Title V. TRUSTS

Definition Trust is the legal relationship between one person having an EQUITABLE OWNERSHIP in property and another person OWNING THE
LEGAL TITLE to such property, the equitable ownership of the former entitling him to the performance of certain duties and the exercise of certain
powers by the latter.
Characteristic of Trust
1. It is a relationship
2. A relationship of fiduciary character
3. A relationship with respect to property, not one involving merely personal duties
4. It involves the existence of equitable duties imposed upon the holder of the title to the property to deal with it for the benefit of another
5. It arises as a result of a manifestation of intention to create the relationship
Governing rules in Trust
Art 1442 Principles of the general law of trusts are transplanted to the Philippine soil

Parties in a Trust

Art 1440 A person who establishes a trust is called the trustor; one in whom confidence is reposed as regards property for the benefit of another person is known as the trustee; and the person for
whose benefit the trust has been created is referred to as the beneficiary.

TRUSTOR - Establishes a trust


TRUSTEE - One in whom confidence is reposed as regards property for the benefit of another person
BENEFICIARY or cestui que trust - Person for whose benefit the trust has been created

Trustor and trustee cannot be the same person. Trustee and beneficiary cannot also be the same person. However, it is possible that a person is
both trustor and beneficiary in a trust relationship, as when a person places his property in trust to a trustee, in which the former will be the
beneficiary.
- Liability of trustee who violates trust is personal. The action (nature of a general demand for damages) can be maintained by cestui que trust or persons
claiming under him or by creator of the trust only against the trustee.
- Cestui que trust: Not always necessary that should be named, or even be in existence at the time the trust is created in his favor.
Kinds of Trust
Art 1441 Trusts are either express or implied. EXPRESS trusts are created by the intention of the trustor or of the parties. IMPLIED trusts come into being by operation of law.

Case:
Salao v Salao

1. EXPRESS TRUSTS can come into existence ONLY by the manifestation of an intention (manifested by conduct or by words) to create it by the one
having legal and equitable dominion over the property made subject to it.
- Disables the trustee from acquiring for his own benefit the property committed to his management or custody, at least while he does not openly
repudiate the trust and make such repudiation known to the beneficiary.
Proof required for Express Trust
Art 1443 No express trust concerning an immovable or any interest therein may be proved by parol evidence.

- Writing necessary to prove it; not for the validity but for the purposes of proof it is in the nature of a Statute of Fraud
- EXCEPTION: If property subject to trust is not real estate or an interest therein, it may be proved by any competent evidence including parol evidence
- Requisites of Express Trust
1. Competent trustor
2. Competent trustee

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3. Ascertainable trust res
4. Sufficiently certain beneficiaries
Form of an Express Trust
Art 1444 No particular words are required for the creation of an express trust, it being sufficient that a trust is clearly intended.

Want of Trustee
Art 1445 No trust shall fail because the trustee appointed declines the designation, UNLESS the contrary should appear in the instrument constituting the trust.

- Where a trustee dies, resigns, suffers any legal incapacity, the trust does not fail but a new trustee will be appointed, which will be made by the proper
court UNLESS by the terms of the trust, other provision is made for the appointment of successor trustee.
- Why? To permit it to fail for this reason would be contrary to the intention of the trustor in creating a trust who is primarily interested in the disposition
of the beneficial interest in the property, and the matter of its administration is a subsidiary consideration.
Acceptance by beneficiary
Art 1446 Acceptance by the beneficiary is necessary. Nevertheless, if the trust imposes no onerous condition upon the beneficiary, his acceptance shall be PRESUMED, if there is no proof to the
contrary.

2. IMPLIED TRUSTS come into existence either through implication of an intention to create a trust as a matter of law or through the imposition of the
trust irrespective of and even contrary to any, such intention.
How to establish Implied Trusts
Art 1441 Trusts are either express or implied . Express trusts are created by the intention of the trustor or of the parties. Implied trusts come into being by operation of law.

Types of Implied Trusts:


a. RESULTING - arises where a person makes or causes to be made a disposition of property under circumstances which raise an inference that he does
not intend that the person taking or holding the property should have beneficial interest in the property
Sir Labitag: effect of failure to create an express trust, did not comply with the proper formality
b. CONSTRUCTIVE - imposed where a person holding title to property is subject to an equitable duty to convey it to another on the ground that he
would be unjustly enriched if he were permitted to retain it. The duty to convey the property arises because it was acquired through fraud, duress, undue
influence, or mistake or through breach of fiduciary duty or through the wrongful disposition of another s party.
Sir Labitag: The trustee never intended to be a trustee, perhaps he intended to be the owner. The law imposed on him the obligation of the trustee because
the real owner will be prejudiced (or will suffer irreparable damage) if no implied trust is created by law
How to prove implied trust
An implied trust may be proved by oral evidence .

Art 1457 Examples of implied trust

Art 1447 The enumeration of the following cases of implied trust does not exclude others established by the general law of trust, but the limitation laid down in Article 1442 shall be applicable.

Provision

Type

Notes

Art 1448. There is an implied trust when property is sold, and the legal estate is granted to one party but the
price is paid by another for the purpose of having the beneficial interest of the property. The former is a
trustee, while the latter is the beneficiary. However if the person to whom the title is conveyed is a child,
legitimate or illegitimate, of the one paying the price of the sale, no trust is implied by law, it being disputably
presumed that there is a gift in favor of the child.

Resulting

Trust from payment

Art 1449. There is also an implied trust when a donation is made to a person but it appears that although the
legal estate is transmitted to the donee, he nevertheless is either to have no beneficial interest or only a part
thereof.

Resulting

E.g. Somebody else is the


true beneficiary like an
infant son

Art 1450. If the price of a sale of property is loaned or paid by one person for the benefit of another and the
conveyance is made to the lender or payor to secure the payment of the debt, a trust arises by operation of
law in favor of the person to whom the money is loaned or for whom it is paid. The latter may redeem the
property and compel a conveyance thereof to him.

Resulting

E.g. Nakpil vs. Valdez in


LegProf

Art 1451. When land passes by succession to any person and he causes the legal title to be put in the name of
another, a trust is established by implication of law for the benefit of the true owner.

fa

Art 1452. If two or more persons agree to purchase property and by common consent the legal title is taken
in the name of one of them for the benefit of all, a trust is created by force of law in favor of the others in
proportion to the interest of each.

Resulting

Art 1453. When property is conveyed to a person in reliance upon his declared intention to hold it for, or
transfer it to another or the grantor, there is an implied trust in favor of the person whose benefit is
contemplated.

Resulting

Art 1454. If an absolute conveyance of property is made in order to secure the performance of an obligation

Resulting

EXCEPTIONS:
1. Last part of the article
(in loco parentis)
2. Actual contrary
intention is proved e.g.
fraudulent transfers

Title in one co-owner

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of the grantor toward the grantee, a trust by virtue of law is established. If the fulfillment of the obligation is
offered by the grantor when it becomes due, he may demand reconveyance of the property to him.
Art 1455. When any trustee, guardian or other person holding a fiduciary relationship uses trust funds for the
purchase of property and causes the conveyance to be made for him or to a third person, a trust is
established by operation of law in favor of the person to whom the funds belong.

Constructive

Art 1456. If property is acquired through mistake or fraud, the person obtaining it is, by force of law,
considered a trustee of an implied trust for the benefit of the person from whom the property comes.

Constructive

in favor of the owner