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GENERAL PROVISIONS Art. 1318. There is no contract unless the following requisites concur:

(1) Consent of the contracting parties;
(2) Object certain which is the subject matter of the contract;
(3) Cause of the obligation which is established. (1261)


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 offeror 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. (1262a)

CONSENT (as applied to contracts): concurrence of the wills of the contracting parties with
respect to the object and the cause which shall constitute the contract


1.consent must be manifested by the concurrence of the offer and the acceptance
(Arts. 1319-1326);
2.contracting parties must possess the necessary legal capacity (Arts. 1327 -1329);

3.consent must be intelligent, free, spontaneous and real (Arts. 1330-1346)

Consent may either be express or implied. There is also a presumptive consent, which is the
basis of quasi-contracts.

*Manifestation: Consent is manifested by the concurrence of offer and acceptance with
respect to the object and the cause of the contract. Once there is such a manifestation, the
period or stage of negotiation is terminated. If consensual, the contract is perfected.

*A unilateral proposition must be definite (distinguished from mere communications),
complete (stating the essential and non-essential conditions desired by the offeror), and
intentional (serious) when accepted by another party for such proposition to form a valid
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contract. However, a unilateral promise is not recognized by our Code as having obligatory
force. To be so, there must been acceptance that shall convert it into a contract.

*Mental reservationwhen a party makes a declaration but secretly does not desire the
effects of such declaration.
The mental reservation of the offeror, unknown to the other, cannot affect the validity of the

ACCEPTANCE the manifestation by the offeree of his assent to the terms of the offer.
Without acceptance there will be no meeting of the minds of the two parties.

Acceptance must be absolute
It must be identical in all respects with that of the offer so as to produce consent or
meeting of the minds.
Qualified accepatance must be accepted absolutely to have a ontract

Art. 1320. An acceptance may be express or implied.

Implied acceptance may arise from acts or facts which reveal the intent to accept, such as the
consumption of the things sent to the offeree, or the fact of immediately carrying out of the
contract offered.

Art. 1321. The person making the offer may fix the time, place, and manner of acceptance, all of which must be
complied with.

The offer with a period lapses upon the termination of the period. Thus the acceptance, to
become effective, must be known to the offeror before the period lapses.

Things that may be fixed by the offeror:
1. Time
2. Place
3. Manner of acceptance

A contract to purchase which does not give specific description of the object to be purchased
nor the rate of exchange to be used is preliminary agreement.

Art. 1322. An offer made through an agent is accepted from the time acceptance is communicated to him.
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1. Both the offer and acceptance are made thru the agent.
2. Any other intermediary (who is not an agent, with power to bind) is merely a sort of messenger, who
must communicate to the person who sends him; otherwise, there is yet no meeting of minds.
Suppose the principal himself made the offer, and acceptance is communicated to the agent,
wouldthe articleapply? Wold there be a meeting of the minds?

Ans: It is submitted that as a general rule, there would as yet no meeting of the minds for the agent maybe an
ordinary one, not authorized to receive the acceptance for particular. However, if the agent was expressly
authorized to receive the acceptance, or if the offeree had been told that acceptance could be made direct
with the agent, who would then be given freedom to act or to proceed, there can a meeting of the minds and a
perfection of the contract.

An intermediary who has no power to bind either the offeror or the offeree is not an agent; his
situation is similar to that of a letter carrier.

Art. 1323. An offer becomes ineffective upon the death, civil interdiction, insanity, or
insolvency of either party before acceptance is conveyed.

1. Whwn the offeree expressly or impliedly rejects the offer.
2. Whe the offer is accepted with a qualification or condition (merely) arise he counter offer).
3. When before the acceptance is communicated the subject matter has become illegal or impossible.
4. Whe the period time give to the offeree with which must signify his acceptance has already lapsed.
5. When the offer is revoked in due time ( that is , before the offeror has learned of its acceptance by the

Other examples when offer becomes ineffective:

1. A make an offer to B on Jan 1.B makes known his acceptance in a letter received at the house of A on
January 5. However, on Jan.4, A died. Here the offer is ineffective because there is no meeting of the
2. A makes an offer to B on Jan.1. B writes a letter on Jan. 3 accepting the offer. This letter is received by A
on Jan. 5. But on Jan. 4, B had died. Here, the offer is also ineffective, because there was no meeting of
the minds.

Note: If one of the parties at the time of making the offer or the acceptance was already insane, it maybe said
that there is a meeting of the minds, in a sense, because the contract is not void, but merely voidable, that is
valid until annulled.

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Art. 1324. When the offerer has allowed the offeree a certain period to accept, the offer may be withdrawn at
any time before acceptance by communicating such withdrawal, except when the option is founded upon a
consideration, as something paid or promised.

It is not the moment of sending but the time of receipt of the revocation or acceptance which is
controlling. The delay in transmission is at the risk of the sender, because he is the one who
selects the time and the manner of making the transmission. Contract of Option: This is 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. It
must be supported by an independent consideration, and the grant must be exclusive.

General Rule : If the offerer ha allowed the offeree a certain period to accept, the offer maybe
withdrawn at any time before acceptance by communicating such withdrawal.


1. B interested I a particular car at the car exchange company, asked S for the price. S
said: P3.5M. B however could not make up his mind whether to buy or not. So S told
B, B, Ill give you a week to make up your mind. In the meantime, I will reserve this car
for you. Before the week is over, can S withdraw the offer to sell the car for P3.5M?

Ans.: YES, provided B has not yet signified his acceptance of the offer to sell, that is, B has not
yet bought the car, and provided that S communicates such withdrawal to B. Thus, S may,
without liability to B, sell to another.

2. A offered to sell is house and lot for P10M to B, who was interested in buying the same.
In this letter o B, a stated that he was giving B period of one month within which to
raise the amount, that as soon as b is ready , they will sign the deed of sale. One wk
before the expiration of the one-month the period, A went to B, and told him that he is
no longer willing o sell the property unless he price is increased to P15M. May B compel
A to accept the P10M first offered, and executed the sale?

Ans: No, here the promise to sell (or the option granted B to buy) had no cause or
consideration distinct from the price.

EXCEPTION: when the OPTION is founded upon a consideration as something paid or

Example: If S had been given P20 by B in consideration for the option, S cannot withdraw the
offer to sell until after the expiration of the one-week period.

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OPTION ---- a contract granting a person the privilege to buy or not t buy a certain objects at
anytime within the agreed period at a fixed price.

*The contract of option is a separate and distinct contract from the contract which the
parties may enter into upon consummation of the contract. Therefore, an option must have its
own CAUSE OR COSIDEAION, a cause distinct from the selling price itself .Of course, the
consideration may be pure LIBERALITY


Option is not perfected unless there is no meeting of the minds on the option. Thu, The offer to
grant an option, even if founded on a distinct case or consideration, may itself be withdrawn
before the acceptance of the offer of an option.


If S had offered to grant B a weeks time if B would give P20,may S still withdraw the offer of
option before B signifies his acceptance thereof?

Ans.: YES, because the option here does not yet exist.

Art. 1325. Unless it appears otherwise, business advertisements of things for sale are not
definite offers, but mere invitations to make an offer.

Business Advertisements of things for sale DEFINITE OFFERS?

Ans.: It depends

1. It is appears o be a definite offer containing all the specific particulars needed in the
contract, it really is a definite offer.

Example: For Sale: 900 sq. meter lot with a brand new 1-1/2 storey house at 1445
Perdigon, Paco, manila for P10M cash This is a definite offer, from which the advertiser
cannot back out, once it is accepted by another.

2. If important details are left out, the advertisement is of a definite offer, but a mere
invitation to make an offer.

Example: For Sale: 1000sq, mere lots at P100M toP150M a lot at south Forbes Park
Tel.88-00-00. This is clearly an invitation o make an offer, which the advertiser is free to
accept or to reject.

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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.

Advertisements for bidders:

General Rule: The advertiser is not bond to accept the highest or lowest bidder.


1. In an advertisement for bidders, there was NO reservation by the advertiser that he could reject any
and all bids. Now then, is he still given the right to reject event the highest bidder (as when the offer is
to sell) or the lowest bidder (as when his offer is to buy?

Ans.: YES, for the rule is hat the advertiser is ot bound to accept the highest or lowest bidder, unless the
contrary appears.

Acceptance of a Bid ---- The mere determination of a public official or board to accept the proposal of a bidder
does of constitute a contract; the decision must be communicated to the bidder.

2. In an advertisement for bidders, it was stated that the award should be given not to the LOWEST
BIDDER, not to the lowest responsible bidder but to the lowest and best bidder.

1. The Lowest Bidder is he who that offers the lowest price.
2. The lowest responsible bidder includes not only financial ability, but also the skill and capacity
necessary to complete the job for which the bidder would become responsible.
3. The lowest and responsible bidder includes not only financial responsibility, skill and capacity, but
also the reputation of the bidders for dealing fairly and honestly with the government, their
mechanical facilities, and business organization tending to show dispatch in their work and
harmonious relations with the government, the magnitude or urgency of the job, the kind and
quality of materials to be used, and other factors as to which a bidder may offer greater
advantages than the other.
Bids at Execution of Sales

In n execution of sale of properties attached for the payment of debts, it is generally understood that
the property should be given to the highest bidder.

Art. 1327. The following cannot give consent to a contract:
(1) Unemancipated minors;
(2) Insane or demented persons, and deaf-mutes who do not know how to write.

* see Art. 38* Unemancipated minors cannot enter into valid contracts, and contracts entered
into by them are not binding upon them, unless upon reaching majority they ratify the same.*
Insane persons: It is not necessary that there be a previous of declaration of mental incapacity
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in order that a contract entered into by a mentally defective person may be annulled; it is
enough that the insanity existed at the time the contract was made.

* Being deaf-mute is not by itself alone a disqualification for giving consent. The law refers to
the deaf-mute who does not know how to write.

2 Classes of Voidable Contracts
1. Those where 1party is incapacitated to give consent.
2. Those were the consent of 1party has been vitiated (such as by error, fraud, violence,
intimidation, and undue influence).

NOTE: These contracts in general are valid until annulled ;however, annulment cannot prosper
when they have been ratified.

Person Incapacitated to Consent: (IUD)
1. Insane or demented persons, drunks or hypnotized
2. Unemancipated Minors
3. Deaf-mutes who do not know how to read and write
NOTE: If they know how to read, but do not know how to write, it is submitted the contract is
valid, for then they are capable of understanding, and therefore capacitated to give consent.

UNEMANCIPATED MINORS ---- these are minors who have not been emancipated by
marriage, attainment of the age of majority, or by parental or judicial authority.

NOTE: The state by virtue of the principle of PARENTS PATRIAE is oblige to minimize the risk
to those who, because of their minority are as yet unable to take care of themselves fully. This
prerogative of PARENTS PATRIAE is inherent in supreme power of every state.

In General, the Contracts which they enter into are VOIDABLE UNLESS:
1. Upon reaching the age of majority, they ratify the same.
2. They were entered THRU a GUARDIAN, and the COURT having jurisdiction had
approved the same.
3. They were contracts of life insurance in favor of their parents, spouse, children,
brothers, sisters and provided, furthermore, that the minor is 18 years old or above.
4. They were in the form of savings account in the Postal Savings Bank, provided
furthermore that the minor was at least 7 yrs. Old.
5. They were contracts of necessities such as food, but here the people who are legally
bound to give them support should pay therefore.
6. They were contracts were the m minors misrepresented his age, and pretended to be
one of the major age and is thus in ESTOPPEL.
7. Married minors can validly alienate or encumber personal property without parental
consent, but in the case of the real property or if they want to borrow money, they need
such parental consent, without which the transaction is voidable.
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8. If both parties to a contract are MINORS, the contract is UNENFORCEABLE.

(Unless they acted during a lucid interval)
1. Reason: People who contract must know what they are entering into.
2. No proper declaration of insanity by the court is required, as long as it is shown that at
the time of contracting, the person was really insane.
3. Even if a person had already been declared insane, this does not necessarily mean that
at the time of contracting, same person was still insane.
4. If the contract was made before the declaration of insanity, the presumption is that he
was still SANE at the time of contacting. He who alleged the insanity of the other at the
time of contracting is duty bound the same, otherwise, the latters capacity be

1. Formerly, a deaf-mute was presumed to be an idiot.
2. If the deaf-mute does not know how to write but he knows how to read, he should be
considered capacitated.

There are people who are specially disqualified in certain things. Here, the transaction is
VOID because the right itself is restricted, that is, the right is WITHHELD.
In the case of mere LEGAL INCAPACITY, the transaction is VOIDABLE because the
right itself is not restricted, but merely its EXERCISE, that is, it can still be exercised but under
certain conditions, such as when the parent of unemancipated minor CONSENT.


1. As a general rule, the husband and wife cannot sell to each other, nor can they donate
each other. Violations are considered VOID CONTRACTS, but only those prejudiced can
assail the validity of the transaction.
2. INSOLVENTS before they are discharged cannot, for example make payments.
3. Persons disqualified because of FIDUCIARY RELATIONSHIP, such as the guardians who
are not allowed to purchase the property of his ward; or judges, with reference to the
property under litigation.
4. Contracts entered into with non-Christians (except contract of personal service and the
barter of sale of property) are VOID unless approved by the governor.

Art. 1328. Contracts entered into during a lucid interval are valid. Contracts agreed to in a state of drunkenness
or during a hypnotic spell are voidable.
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*The use of intoxicants does not necessarily mean a complete loss of understanding. The same
may be said of drugs. But a person, under the influence of superabundance of alcoholic drinks
or excessive use of drugs, may have no capacity to contract.*In hypnotism and
somnambulism, the utter want of understanding is a common element.

1. Insane or demented persons
2. Those in state of drunkenness
3. Those entered into during hypnotic spell (induced by drugs, or by deliberate or
unintentional hypnotism), somnambulism, for these cases, a person is incapable of
intelligent consent.

Even if a person has already been judicially declared insane, and is actually now under
guardianship, he may still enter into a valid contract, provided that it can be shown that at the
time of contracting, he was in a lucid interval. Of course here, he is already presumed insane,
and therefore the sanity must be proved.

Art. 1329. The incapacity declared in Article 1327 is subject to the modifications determined by
law, and is understood to be without prejudice to special disqualifications established in the

* The Rules of Court provide a list of incompetents who need guardianship:
1. persons suffering from the penalty of civil interdiction
2. hospitalized lepers,
3. prodigals,
4. deaf and dumb who are unable to write and read,
5. those of unsound mind (even though they have lucid intervals),
6. persons not being of unsound mind but by reason of age, disease, weak mind,
7. other similar causes cannot, without outside aid, take care of themselves and manage their
propertybecoming an easy prey for deceit and exploitation.

1. For a discussion of SPECIAL DISQUALIFICATION (see no.7 & 8)
2. Regarding contracts entered y non- Christians, approvalby the officisld concerened is
required even if BOTH parties are non- Christians because both imposition and fraud re
still possible in this case.

If a hospitalized leper or a very old man has not been placed under guardianship, may hestill
enter int0o a binding contract?

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Ans.:YES, because he would still be presumed capacitated to enter a contract (although
classified as incompetent)
If it can be shown that intelligent consent was absent, the contarct can be considered

* The incapacity to give consent (Arts. 1327 & 1328) to contracts renders the contract merely
voidable, while special disqualification (Art. 1329) makes it void.

Art. 1330. A contract where consent is given through mistake, violence, intimidation, undue influence, or fraud
is voidable.

1. Violence
2. Intimidation
3. Mistake (Error)
4. Fraud (Deceit)
5. Undue Influence


A voidable contract is binding and valid, unless annulled by a proper action in court. It is
, however, susceptible of ratification before annulment(Art. 1390). Annulment may be had
even if there be no damage to the contracting parties.


There must be clear and convincing evidence of the presence of vitiated consent. Mere
preponderance of evidence on this matter is not sufficient.

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.

* Ignorance and error are 2 different states of mind.

IGNORANCE -- the complete absence of any notion about a particular matter,
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ERROR or MISTAKE -- a wrong or false belief about such something.

* Annulment of contract on the ground of error is limited to cases in which it may reasonably
be said that without such error the consent would not have been given.

* An error as to the person will invalidate consent when the consideration of the person has
been the principal cause of the same.

* Mistake as to qualifications, even when there is no error as to person, is a cause vitiating
consent, if such qualifications have been the principal cause of the contract.* A mistake as to
the motive of a party does not affect the contract; to give it such effect would destroy the
stability of contractual relations. When the motive has, however, been expressed and was a
condition of the consent given, annulment is properbecause an accidental element is, by the
will of the parties, converted into a substantial element.


A. The error must be substantial regarding:
a. Object of the contract
b. Conditions which principally moved or induced one of the parties (error in
quality or in quantity error in qualitate or in quantitate).
c. Identity or qualifications (error in personae), but only if such was the principle
cause of the contract.
B. The error must be excusable (not caused by negligence)
C. The error must be a mistake of fact, and not of law.


The error is substantial if because of it, the party gave his consent. Therefore, if a party
would still have entered into the contract even if he had known error, the error is NOT


Example: A person signed a contract of sale thinking it was only a contract of loan.


Example: Error in knowledge about the true boundaries of parcel of land offered for sale.
(mariano v. Linton)

Note: Error as to personal motive does not vitiate consent.
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Example: A boy buys an engagement ring in the false belief that his girl loves him.

Example: A person desiring to buy land consisting of 100 hectares discovers that the land has
only 60 hectares.

Note: A simple mistake has to account, caused for example by wrong arithmetical
computation, would ordinarily give rise merely to correction, would ordinarily give rise merely
to correction, and not annulment of the contract.


If A bought 10 notebooks at P5.20 each, and mistakenly the contract showed a total
value of P55 instead of P52, this is merely an error of computation, an error in account, and will
therefore require only correction. But even here, had the seller sold the notebooks only
because he thought he would get P55, the amount he needed badly (and would not have sold
had a lesser price been offered), this would be not a mere error of account, but truly a
substantial error in quantity.


This vitiates consent only when such identity or qualifications have been the principal
cause of the contract.


Hiring of a pre-bar reviewer, a particular singer for a concert, contracts involving
partnership, agency, deposit since these require trust and confidence.


The error does not vitiate consent if the party in error was negligent, or if having had an
opportunity to ascertain the truth, he did not do so. Moreover, there is no mistake if the party
alleging it knew the doubt, contingency or risk affecting the object of the contract. Error as to
how much profit a person can make because of the transaction cannot annul the contract
because in many cases, this is merely speculative.


The error must be one of fact, not of law. This is because ignorance of the law does not
excuse anyone from compliance therewith. Thus, if one sells property in the false belief that
conjugal property could be partitioned during a marriage, the sale cannot be annulled. Error of
law, however, on a doubtful or difficult question can exist together with good faith.

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NOTE: Mutual error as to the legal effect of an agreement when the real purpose of the parties
is frustrated may vitiate content. Legal Effect refers to the RIGHTS of the parties as stated in
the legal provisions.

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.

This rule is especially necessary in the Phil. where unfortunately there is still a fairly large number of
illiterates, and where documents are usually drawn up in English or Spanish.

The natural presumption, of course, is that one always acts with due care and signs with full knowledge of all
the document. And this is true even if the mind of the party signing was confused at the time of signing, as long
as he still knew what he was doing. He, thus, cannot repudiate the transaction.


1. When one of the parties is unable to read (including blind)
2. If the contract is in language not understood by one of the parties.

Art. 1333. There is no mistake if the party alleging it knew the doubt, contingency or risk affecting the object of
the contract.

t is assumed here that the party was willing to take the risk. This is particularly true in contracts which
are evidently aleatory in nature.

EXAMPLE: A bought a fountain pen which was represented as possibly being able to write even underwater.
A also knew that the penss ability was questionable , and yet A bought said pen. Here, A cannot allege mistake
since he knew beforehand of the doubt, risk, or contingency affecting the object of the contract.
---- If mistake is caused by inexcusable negligence, the contract cannot be annulled.

To invalidate consent, the error must be excusable. It must be a real error and not one that
could have been avoided by the party alleging it. The error must arise from facts unknown to
him. A mistake that is caused by manifest negligence cannot invalidate a juridical act.

Art. 1334. Mutual error as to the legal effect of an agreement when the real purpose of the parties is frustrated
may vitiate consent.

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1. Real Purpose of the parties is frustrated
2. Error must be as to the legal effect of an agreement
3. Must be mutual

EXAMPLE: A and B entered into a contract, which they intended should result in a co-
ownership between them, but which turned out later to be a mortgage, as a result, as the
result of their mutual error as to the legal effect of the agreement. Here the contract is

Reason for Art. 1334:

Mistake of law does not generally vitiate consent, BUT, when there is a mistake on a
doubtful question of law, on the construction or application of law, this is analogous to a
mistake of fact, and the maxim IGNORANTIA LEGIS NEMINEM EXCUSAT should have no
other application.


This article must be distinguished from Art. 1361 where the remedy is REFORMATION, NOT
ANNULMENT. Thus article 1361 of the Civil Code reads: When a mutual mistake of the
parties causes the failure of the instrument to disclose their real agreement, said instrument
may be reformed.

NOTE : Art. 1361 the real agreement is not disclosed.
Art. 1334 - The error is as to legal effect of the agreement.


A and B agreed on sale, but as written, the document shows a mortgage. Here, there was a
meeting of the minds, but the instrument does not show the real intention. Hence, the
remedy is REFORMATION. If on the other hand, both agreed on a sale, but both parties
thought erroneously that it had the same effects as mortgage, there is no meeting of the
minds, and the REMEDY is ANNULMENT.

* The legal effects include the rights and obligations of the parties, not as stipulated in the
contract, but as provided by the law. The mistake as to these effects, therefore, means an error
as to what the law provides should spring as consequences from the contract in question.

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Art. 1335. There is violence when in order to wrest consent, serious or irresistible force is

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.


Violence --- refers to physical condition; intimidation, to moral coercion.

Example: If a person signs a contract only because a gun is pointed at him, this is
INTIMIDATION because he is afraid he would be killed. But if he signs because his left hand is
being twisted painfully, there is violence or force.


1. Employment of serious or irresistible force.
2. Reason why the contract was entered into.


*Duress is that degree of constraint or danger either actually inflicted (violent) or threatened
and impending (intimidation), sufficient to overcome the mind and will of a person of ordinary

* Violence refers to physical force or compulsion, while intimidation refers to moral force or

Requisites for intimidation to vitiate consent.

1. Reasonable and well-grounded fear
2. Of an imminent and grave evil
3. Upon his person, property, or upon the person or property of his spouse, descendants,
or ascendants.
4. Must have been the reason why the contract was entered into.
5. The threat must be of an unjust act, an actionable wrong.

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1. Whether the fear is reasonable and well grounded or not depends upon many
circumstances, including the age, condition, and sex of the person concerned.
2. The duress or intimidation must be more than the general feeling of fear.
3. When those who threatened have power, and when maltreatment has accompanied
the threat. The feat is not a well rounded when the person who threatened for instance
to initiate expropriation proceedings by the government, if the other party would not
consent, is in no position to accomplish the same.


This depends also on the circumstances, particularly, the age, sex, or condition of the
person threatened. Thus exposure of a public officials nightly indiscretions or immoralities is
more serious to him than threat is to a common day laborer.

1. It is believed that threat to honor, chastity, and dignity maybe classified under threat
to person.
2. Query: Is the enumeration of persons exclusive in that a threat, for example to the life
of ones fiance, is not considered intimidation? It is submitted that the provision must
be liberally interpreted for indeed consent here is vitiated just the same.

1. If a man marries a girl who threatened to report him to the courts for immorality, and
thus prevents his admission to the bar, the marriage cannot be annulled on the ground
of intimidation because here the girl had the legal right to do what she threatened.
2. A threat to prosecute unless the debtor signs contract is not intimidation.
3. If a debtor consents to pay under a threat of a recourse to the courts, the expenses of
litigation, he cannot maintain that his consent was vitiated; But it will be otherwise if,
passing beyond the limits of his rights, a creditor has exacted from a debtor with this
same legal threats, a novation of the contract or a confession of a larger indebtedness.
4. The right to enforce ones claim thru competent authority must Not by itself constitute
an unlawful act.
Example: A witness to a crime threatens to report the criminal gives money to him. This is a
clear case of black mail.


If a contract is signed merely because of fear of displeasing persons to whom
obedience and respect are due, the contract is still valid, for by itself reverential fear is not

The following circumstances shall be considered:
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1. confidential, family, spiritual and other relations between the parties,
2. fact that the person alleged to have been unduly influenced was suffering from mental
3. Ignorant or in financial distress.

* In intimidation, there must be an unlawful or unjust act which is threatened and which causes
consent to be given, while in undue influence there need not be an unjust or unlawful act. In
both cases, there is moral coercion.

*Moral coercion may be effected through threats, expressed or implied, or through harassing

*Undue influence is any means employed upon a party which, under the circumstances, he
could not well resist, and which controlled his volition and induced him to give his consent to
the contractwhich otherwise he would not have entered into.

Art. 1336: Violence or intimidation Caused by 3
person shall annul the obligation, although it
may have been employed by a 3
person who did not take part in the contract.

Violation or Intimidation Caused by third person
Even if a third person exercised the violence or intimidation, the contract maybe
annulled. This is because the consent is still vitiated.

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 weaknesses, or was ignorant or in financial distress.


1. Deprivation of the latters will of a reasonable freedom of choice
2. Improper advantage
3. Power over the will of another


1. Confidential, family, spiritual, and other relations between the parties
2. Mental weakness
3. Ignorance
4. Financial Distress

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Undue influence exercised by a third part vitiates consent, just like in the case of
violence and intimidation.

Contracts where 1 party merely signs carefully prepared contracts by big companies.
Should be strictly interpreted against the company, and liberally in favor of the individual is
usually helpless to bargain for better terms.

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.

*Fraud is every kind of deception, whether in the form of insidious machinations,
manipulations, concealments, or misrepresentations, for the purpose of leading another party
into error and thus executing a particular act.

* Fraud produces qualified error; it induces in the other party an inexact notion of facts. The
will of another is maliciously misled by means of false appearance of reality.

*Insidious words or machinations include
1. false promises;
2. exaggeration of hopes or benefits;
3. abuse of confidence; and
4. fictitious names, qualifications, or authority.



1) dolo causante or causal fraud which determines or is the essential cause of the
consent; fraud in the perfection of contract

This is the use of insidious words and machinations by one of the contracting parties to
induce the other party to enter into the contract, which, without them, he would not
have agreed to.

1. The fraud must be material and serious, that is really induced the consent.
2. The fraud must have been employed by only one of the contracting parties,
because if both committed fraud, the contact would remain valid.
3. There must be a deliberate intent to deceive or induce; therefore,
misrepresentation in GOOD FAITH is not fraud.
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4. The other party must have relied on the untrue statement, and must himself not be
guilty of negligence in ascertaining the truth.

1. A wanted to have himself insured, but because he was afraid he could not pass the
medical examination, he had another person examined in his place. Here the contract
of insurance is voidable.
2. Concealment by the applicant for insurance that he had suffered from a number of
ailment, including incipient pulmonary tuberculosis, and of the name of the hospital
and of the physician who had treated him.
3. Misrepresentation by the vendor of the boundaries of his land by showing valuable
properties not really included in his title.
4. Misrepresentation of law
5. The mere insertion of the deed of sale that the vendor is married when as a matter of
fact he is not, is NOT sufficient evidence of fraud if this fact was not the inducing factor
that led to the sale.
6. When a married man conceals deliberately his marriage so as to be able to carnally have
another girl and the latter is forced to give up her employment because of such family
trouble, he commits actual fraud upon her, and should therefore, liable for damages.

2) dolo incidente or incidental fraud which does not have such a decisive influence and by itself
cannot cause the giving of consent, but refers only to some particular or accident of the

*Dolo causante can be a ground for annulment; dolo incident cannot be a ground for

*The result of fraud is error on the part of the victim.

B. Fraud in the performance of the obligations stipulated in the contract.

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.

1. Failure to disclose facts (concealment) constitute fraud, when there is a duty to reveal
2. There is a duty to reveal in the following cases for example: When the

*Silence or concealment, by itself, does not constitute fraud, unless there is a special duty to
disclose certain facts, or unless according to good faith and the usages of commerce, the
communication should be made.
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*Thus, the innocent non-disclosure of a fact does not affect the formation of the contract or
operate to discharge the parties from their agreement.

Opponents in litigation

There would seem to be no duty to disclose facts, as between opponents in litigation
for their relations, far from being friendly or confidential, are openly antagonistic.

Art. 1340. The usual exaggerations in trade, when the other party had an opportunity to know the facts, are
not in themselves fraudulent.

1. This article stresses the rule of covet emptor ( let the buyer beware)

Covet emptor ---- a buyer must be on his guard. It is his duty to check the title of the seller; otherwise the buyer
gets the object at his own risk.
2. The usual exaggerations in trade (dealer talk) constitute tolerated fraud, when the other party had
an opportunity to know the facts.
3. The law according to the supreme court (Songco vs. Sellner), allows considerable latitude to sellers
statement or dealers talk; and experience teaches that is exceedingly risky to accept it at its face
value. He must therefore take the consequences of his own imprudence.
4. What does not appear on the face of the written contract should be regarded as traders talk or
dealers talk.

*Tolerated fraud includes minimizing the defects of the thing, exaggeration of its good
qualities, and giving it qualities that it does not have. This is lawful misrepresentation known as
dolus bonus. This is also called lawful astuteness.

*These misrepresentations are usually encountered in fairs, markets, and almost all
commercial transactions. They do not give rise to an action for damages, either because of
their insignificance or because the stupidity of the victim is the real cause of his loss.

*The thinking is that where the means of knowledge are at hand and equally available to both
parties, one will not be heard to say that he has been deceived.

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.

An opinion of an expert is like a statement of fact, and if false, may be considered a fraud
giving rise to annulment.

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1. EXAMPLE: A, on buying a watch, was assured by a seller that it was a good watch, and
could run without rewinding for 1 week, in the opinion of the seller. This is a mere
expression of opinion that is not fraudulent. But if the seller is the watch expert, and the
only reason why A bought the watch was this opinion of the seller, the contract is
voidable on the ground of fraud.
2. If a seller says that in his opinion his land is first class, but it turns out to be second class,
the sale is not fraudulent, particularly when the buyer had opportunity to examine the
land for himself.
3. Reason for the rule of an expert opinion. --- The opinion of the expert is almost in the
same category as a fact, particularly when experts knowledge is relied upon by the
other party.


X, during to buy certain property, hired an expert to ascertain its true value. But
the experts opinion turned out to be wrong and X as , therefore, misled. May X ask for
the annulment of the contract?

Ans. ; No, because his own expert ( there his employee) committed the error.

Art. 1342. Misrepresentation by a third person does not vitiate consent, unless such misrepresentation has
created substantial mistake and the same is mutual.

*The general rule is that the fraud employed by a third person upon one of the parties does not
vitiate consent and cause then nullity of a contract.


1. For or intimidation by a third person makes the contract voidable.
2. Fraud by a third person does not make the contract voidable unless
a. The representation has created substantial mistake
b. The mistake is mutual.

*Exception: If one of the parties is in collusion with the third person, or knows of the fraud by
the third person, and he is benefited thereby, he may be considered as an accomplice to the
fraud, and the contract becomes voidable.

Art. 1343. Misrepresentation made in good faith is not fraudulent but may constitute error.

Example: A bought a certain article from B. The article was needed for As radio. honestly but mistakenly
assured A that the article was the proper object. May the contract be annulled?

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Ans.: YES, not on the grround of fraud, for the representation was honest, but on the ground of substantial

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

1. The fraud must be serious
2. The parties must not be in pari delicto (mutual guilt), otherwise, neither pary may ask
for annulment. The contract would, therefore, be considered valid.

*Fraud is serious when it is sufficient to impress or to lead an ordinarily prudent person into
error; that which cannot deceive a prudent person cannot be a ground for nullity.

*Besides being serious, the fraud must be the determining cause of the contract. It must be
dolo causante.

*When both parties use fraud reciprocally, neither one has an action against the other; the
fraud of one compensates that of the other. Neither party can ask for the annulment of the

Incidental fraud should not be confused with causal fraud. Incidental fraud is not a
cause for annulment.

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.

* Simulation is the 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.

1. An outward declaration of will different from the will of the parties.
2. The false appearance must have been intended by mutual agreement.
3. The purpose is to deceive third person.

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..

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*In absolute simulation, there is color of a contract, without any substance thereof, the parties
not having any intention to be bound.

1. Absolutely simulated fictitious contracts
a. The parties do not intend to be bound
b. Effect: the contract is void
2. Relatively simulated disguised contracts
a. The parties conceal their true agreement.
b. Effect: The parties are bound to the real or true agreement expect
a. If the contract should prejudice a third person
b. If the purpose is contrary to law, public order, good morals, good
customs or public policy.
Absolutely Simulated:
As a joke, A ands B executed a deed of sale although they did not intend to be bound at
all by the contract.

Note: An absolutely simulated contract is inexistent and void.

*In relative simulation, the parties have an agreement which they conceal under the guise of
another contract. Example: a deed of sale executed to conceal donation.

SECTION 2. - 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

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.

The object of a contract is its subject matter. It is the thing, right, or service which is the
subject-matter of the obligation arising from the contract.

Requisites: (CLILD)

1. [C] within the commerce of man;

2. [I] transmissible
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3. [L] must be licit, or not contrary to law, morals, good customs, public policy, or public order;

4. [I]not be an impossible thing or service; and4) [D] it must be determinate as to its kind.
5. Must be determinate as to its kind or determinable without the need of a new contract or

* Things which are outside the commerce of man:

1.Services which imply an absolute submission by those who render them,
sacrificing their liberty, their independence or beliefs, or disregarding in any
manner the equality and dignity of persons, such as perpetual servitude or slavery;

3. Personal rights, such as marital authority, the status and capacity of a person, and
honorary titles and distinctions;

4. Public offices, inherent attributes of the public authority, and political rights of
individuals, such as the right of suffrage;

5. Property, while they pertain to the public dominion, such as the roads, plazas, squares,
and rivers;

6. Sacred things, common things, like the air and the sea, and res nullius, as long as they
have not been appropriated.

7. Even future things can be the object of contracts, as long as they have the
possibility or potentiality of coming into existence.

8. The law, however, generally does not allow contracts on future inheritance. A contract
entered into by a fidei commissary hei r wi t h r espect t o hi s event ual r i ght s
woul d be val i d pr ovi ded t hat t he t est at or has al r eady di ed. The r i ght
of afideicommissary heir comes from the testator and not from the fiduciary.

Art. 1348. Impossible things or services cannot be the object of contracts.

1. Things are impossible when they are not susceptible of existing,
2. Outside the commerce of man.
3. Personal acts or services impossible when they beyond the ordinary strength or
power of man.
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*The impossibility must be actual and contemporaneous with the making of the contract, and
not subsequent thereto.

The impossibility is absolute or objective when nobody can perform it; it is relative
or subjective when due to the special conditions or qualifications of the debtor it cannot
be performed.

*The absolute or objective impossibility nullifies the contract; the relative or subjective does


1. Because of the nature of the transaction or because of the law.
2. Absolute (objectively impossible) (here, NO ONE can do it.
3. Relative (subjectively impossible) (here, the particular debtor cannot comply.

Ar t . 1349. The obj ect of ever y cont r act must be det er mi nat e as t o i t s
ki nd. The f act t hat t he quant i t y i s 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.

*The thing must have definite limits, not uncertain or arbitrary.

*The quantity of the of the object may be indeterminate, so long as the right of the creditor is
not rendered illusory.

SECTION 3. - Cause of Contracts

*The cause of the contract is the why of the contract, the immediate and most proximate
purpose of the contract, the essential reason which impels the contracting parties to enter into
it and which explains and justifies the creation of the obligation through such contract.

*The cause as to each party is the undertaking or prestation to be performed by
the other. The object of the contract is the subject matter thereof (e.g., the land
which is sold in a sales contract). Consideration, meanwhile, is the reason, motive,
or inducement by which a man is moved to bind himself by an agreement.


1) it must exist;
2) it must be true;
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3) it must be licit.

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. (1274)

* In onerous contracts, the cause need not be adequate or an exact equivalent in point of
actual value, especially in dealing with objects which have a rapidly fluctuating price. There are
equal considerations.

* A remuneratory contract is 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. The consideration of one is greater than
the others.

*A gratuitous contract is essentially an agreement to give donations. The generosity or
liberality of the benefactor is the cause of the contract. There is nothing to equate.
Art. 1351. The particular motives of the parties in entering into a contract are different from the cause thereof.

* Cause is the objective, intrinsic, and juridical reason for the existence of the contract itself,
while motive is the psychological, individual, or personal purpose of a party to the contract.

* As a general principle, the motives of a party do not affect the validity or
existence of a contract.

Exceptions: When motive predetermines the purpose of the contract, such as:

*When the motive of a debtor in alienating property is to defraud his creditors, the alienation is

* When the motive of a person in giving his consent is to avoid a threatened injury,
as in the case of intimidation, the contract is voidable; and*When the motive of a
person induced him to act on the basis of fraud or misrepresentation by the other
party, the contract is voidable.

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.
(1275a)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. (1276)
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Where the cause stated in the contract is false, the latter may nevertheless be sustained by
proof of another licit cause.

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. (1277) Unless the contrary is proved,
a contract is presumed to have a good and sufficient consideration. This presumption applies
when no cause is stated in the contract.

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.

* In case of lesion or inadequacy of cause, the general rule is that the contract is not subject to

.* In cases provided by law, however, such as those mentioned in Art 1381, the lesion is a
ground for rescission of the contract.

* Gross inadequacy naturally suggests fraud and is evidence thereof, so that it may
be sufficient to show it when taken inconnection with other circumstances.


1. Resciccible
2. Voidable
3. Unenforcible
4. Void
5. Inexistent

Valid and enforceable until rescinded;

there is a sort of extrinsic defect consisting of economic damage or lesion

Valid and enforceable until annulled; The defect is more or less intrinsic Validable transaction;
Cannot be enforce unless ratified Does not and cannot produce legal effect

Causes:injury or damage to one of the parties or to third persons GAFLAI Arts. 1381 1382]

Causes: (Art. 1390)- legal incapacity of one party; o r- vitiation of consent

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Causes: (Art. 1403)-
1 . contract is entered into in excess or without authority-
2 . non-compliance with Statute of Frauds
3 . Legal incapacity of both Causes:(void) illicit,
4 . prohibited or declared by law as void(inexistent)
5 . lacks one or all of the requisites of a contract ( Art. 1409]