f also resolutory — valid [Example: I’ll employ you now as my superintendent in the factory, but it is

understood that if for any reason (including my own cancellation of the order) the machinery which I
ordered from the United States will not arrive, the employment will end. (Taylor v. Yu Tieng, 43 Phil.
873, held that “a condition both potestative and resolutory may be valid even if the condition is made to
depend upon the will of the obligor.”)] [NOTE: It is submitted that although this is indeed a resolutory
condition (because the order would be either cancelled or not), still it has the effect of a resolutory term
(because the employee here would not be obliged to return wages for work already done).] (b)
Potestative on the part of the CREDITOR — VALID Example: “I’ll give you my fountain pen if you desire
to have it.” (See 8 Manresa 134-135).

(3) Query “I’ll give you P1,000,000 if I can sell my land.” Suppose I am able to sell my land, am I bound
to give you P1,000,000? ANS.: It is submitted that the answer is YES. While apparently, this is a
potestative condition (because I may or I may not sell) (See Osmena v. Rama, 14 Phil. 99 — which, in a
similar case, held that such a stipulation is VOID), still it is not purely potestative (as distinguished from
the simply potestative) but really a mixed one, because the selling would depend not only on my desire
to sell but also on the availability and willingness of the buyer and other circumstances such as price,
friendship, or the necessity of transferring to a different environment. (See Hermoso v. Longara, 49 O.G.
4287, Oct. 1953).

(4) Cases

Smith, Bell and Co. v. Sotelo Matti 44 Phil. 874 FACTS: A sold merchandise to B, said merchandise to be
delivered in 3 months, but the period of delivery was not guar

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anteed. Although A tried his best to fulfi ll his commitments on time, still transportation and
government red tape made delivery possible only after three months. Whereupon B refused to accept
the goods and to pay for them on the ground that the term had not been complied with. HELD: B should
accept and pay, for there was really no term but a mixed condition. Considering that A had already tried
his best, it is as if all the terms of the contract had been faithfully complied with, for here the fulfi llment
of the condition did not depend purely on his will but on others, like the shipping company and the
government. B should now comply.

Jacinto v. Chua Leng (C.A.) 45 O.G. 2919

FACTS: A owned a house rented by B. A sold the house to C, and C agreed to pay the balance of the
price as soon as B leaves the premises. C was to take care of seeing to it that B vacated the house. A now
says the contract is void because it is potestative on C’s part. HELD: The contract is valid. It was not
purely potestative on C’s part. (a) Firstly — B might vacate of his own accord, and C would now have to
pay (so the fulfi llment really in part depended on the will of a third party). (b) Secondly — If C did not
ask B to leave, A could very well do so by an action of unlawful detainer against B. And when B is ousted,
C would have to pay. The condition being mixed, the contract is valid.

Trillana v. Quezon Colleges, Inc. 93 Phil. 383

 FACTS: D purchased 200 shares of stock of the Quezon Colleges, subject to the condition that she 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.

COMMENT: (1) Impossible and Illegal Conditions This Article deals with the effect of impossible and
illegal conditions.

(2) Classifi cation (a) Impossible [physically — to make a dead man live; — logically — to make a circle
that is at the same time a square (illogical condition)]. (b) Illegal [prohibited by good customs, public
policy; prohibited, directly or indirectly, by law, like killing X, a friend].

(3) Effects (a) If the condition is to do an impossible or illegal thing, BOTH the condition and the
obligation are VOID (because the debtor knows that no fulfi llment can be done and therefore is not
serious about being liable). Example: I’ll sell you my land if you can make a dead man live again. (b) If
the condition is NEGATIVE, that is, not to do the impossible, just disregard the condition BUT the
obligation remains. Example: I’ll sell you my land if you cannot make a circle that is at the same time a
square. (This becomes a

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pure and valid obligation. As a matter of fact, the condition here can always be fulfi lled.) (c) If the
condition is NEGATIVE, i.e., not to do an illegal thing, both the condition and the obligation are VALID.
Example: I’ll sell you my land if you do not kill X. (This is valid. If X is killed by you, you have no right to
buy my land.) [NOTE: The example given above applies only to obligations and contracts, not to
testamentary disposition or to donations. In said case, the impossible or illegal condition is just
disregarded, and the disposition or donation remains valid. (See Arts. 873 and 727, Civil Code).] (NOTE:
This is because in said cases, it is really the liberality of the giver that is the consideration of the gift.)

(4) Some Cases

Santos v. Sec. of Agriculture and Natural Resources and Director of Lands 91 Phil. 832 The duty of a
successful bidder to make a construction within one and one-half years from the award is extinguished,
if because of the confi scation of his materials by the Japanese army, the work has become physically
impossible.

Luneta Motor Co. v. Federico Abad 67 Phil. 23 FACTS: A fi led a suit against B, and asked for a writ to
attach B’s properties. The writ was granted, but B asked for its cancellation, and for this purpose offered
a bond, secured by two sureties. The bond contained a statement that in case A should WIN, the
sureties would answer for B’s liability. Because of this bond, the writ was dissolved. Later, A lost the
case, it having been dismissed. Issue: Are B’s sureties still bound? HELD: No more, because A can never
win, the case having been dismissed. The condition has become a legal impossibilitywould pay for the
same as soon as she would be able to harvest fi sh from her fi shpond. Issue: Is this condition valid?