ART.
1293 – SUBSTITUTION OF DEBTOR
 Subjective or personal novation consists
in the substitution of new debtor in the
place of the original debtor, (REQS)
which must be effected with the consent
of the creditor.
 TWO FORMS:
1. EXPROMISION – if the
substitution of debtors is effected
with the consent of the creditor
at the instance of the new debtor
even without the knowledge or
against the will of the old debtor.
REQS:
a. Initiative for the substitution must
emanate from the new debtor.
b. Consent of the creditor to the
substitution.
KINDS
a. The substitution with the knowledge
and the consent of the old debtor.
b. Consent of the new debtor
c. Acceptance by the creditor.
 INITIATIVE for the change does NOT
EMANATE from the debtor and may be
made even without his consent.
2. DELEGACION – the debtor offers
and the creditor accepts a third
person who consents to the
substitution so that the
intervention and consent of the 3
persons are necessary.
a) DELEGANTE – Original
Debtor
b) DELEGATORIO – Creditor
c) DELEGADO – New debtor.
 Consent need not to be given
simultaneously.
 RULES OF AGENCY applied.
 Intervention and the consent of all
parties thereto would perforce be
necessary.
NECESSITY OF THE CREDITOR’S CONSENT
 The consent of the creditor must always
be secured.
 Substitution of one of the debtor for
another may delay or prevent the
fulfillment or performance of the
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obligation by the temporary inability or
insolvency.
EFFECT OF PAYMENT BY NEW DEBTOR
 The relation between the original
debtor and the new debtor that the
original debtor shall reimburse to the
new debtor whatever benefits he may
have derived therefrom.
 If the substitution was effected by the
expromision and the debtor pays the
debt or obligation since such payment Is
a real benefit to the original debtor, the
relationship shall be regulated by the
rules regarding payment of a debt by a
3rd person.
 Specific rules applicable depending
upon whether the substitution was
made without the knowledge or against
the will of the original debtor or with
the knowledge and consent of such
debtor.
RULES:
1. Knowledge and consent of the
original debtor + payment is
made by the new debtor
with/out the knowledge and
consent of such original debtor
– The new debtor can demand
reimbursement from the original
debtor of the ENTIRE AMOUNT +
SUBROGATED IN ALL RIGHTS OF
THE CREDITOR.
2. Without knowledge and
consent of the original debtor
+ payment is made by the new
debtor + again without the
knowledge and consent of the
original debtor – The new
debtor can demand
reimbursement from the original
debtor ONLY insofar as the
payment has been beneficial to
such debtor, but he cannot
subrogate the rights of the
creditor.
 However, if payment is
made with the
knowledge and consent
of the original debtor,
although the
substitution had been
made effected without
the his knowledge and
 consent, the new debtor
can still demand
reimbursement from
the original debtor the
ENTIRE AMOUNT + accessory obligation is dependent upon
subrogated in all rights
of the creditor.
 If the substitution was effected by
delegacion there would be a special
agreement of all the parties in such case,
the relationship among such parties
shall be regulated by such agreement.
 ABSENCE OF AGREEMENT: The
relationship shall be regulated by the
rules regarding payment of a debt by a
third person with the DEBTOR’S
CONSENT.
ART. 1294 – INSOLVENCY OF THE NEW
DEBTOR (EXPROMISION)
 Shall not give rise to any liability on the
part of the original debtor
ART. 1295 – EFFECT OF NONPAYMENT BY
THE NEW DEBTOR (DELEGACION)
GEN. RULE: Novation by substitution has the
effect of releasing the original debtor from his
obligation.
1. SUBSTITUTION BY EXPROMISION –
The ND’s insolvency can never result in
the revival of the OD’s liability to the
creditor.
XPN: If substitution is effected with the
knowledge and consent of the original
debtor, the new debtor’s insolvency shall
revive the original debtor’s liability to the
creditor.
2. SUBSTITUTION BY DELEGACION – the
right of action will no longer be revive.
XPNS:
1. When insolvency of the new delegado
was already existing and of public
knowledge at the time when the
delegante delegated his debt
2. Insolvency was already existing and
known to the original delegante
when he delegated his debt
PURPOSE OF XPNS: To prevent the
commission of fraud.
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ART. 1296 – EFFECT UPON NECESSARY
OBLIGATIONS
 Accessory Obligation – subsists only.
 Consequence of the principle that an
the principal obligation to which it is
subordinated.
 Precept applies to: OBJECTIVE
NOVATIONS.
 It cannot apply to novation effected by
subrogating a 3rd person.
ART. 1297 & 1298 – NEW/OLD OBLIGATION
ARE VOID
1. Deducible from the provision of Art.
1297.
2. Expressly stated in Art.1298.
 Essential that the both new and old
obligation must be valid.
 The purpose of novation is the
substitution of the new obligation for
the old obligation.
 If the OLD obligation is VOID, there is
nothing to novate – New obligation
cannot produce any effect.
 If the NEW obligation is VOID – there is
no new obligation which is supposed to
be the substitute for the old obligation =
OLD OBLIGATION SHALL SUBSISTS
IF OLD OBLIGATION IS VOIDABLE
 Voidable obligation is valid until it is
annulled in the court.
 Voidable obligation is validated by the
ratification, the novation is valid.
 If the debtor concurs in the novation, he
impliedly renounces his right to ask for
annulment and therefore validates the
obligation. XPN : If he does not concur,
the original debtor can still avail
himself of the right to invoke the
voidable character of the obligation
against any claim of the 2nd debtor.
 2nd debtor was aware of the defect –
he assumed its payment, cannot avail
himself of the right to invoke to its
voidable character against any claim of
the creditor.
 ART. 1299 – OLD OBLIGATION IS C. Consent of Debtor – he becomes liable
CONDITIONAL under the new obligation to a new
 If the original obligation was subject creditor.
to a suspensive or a resolutory
condition – the new obligation shall
be subjected to the same condition, Conventional Assignment
unless STIPULATED. of Rights
 REASON: Efficacy of the new Rules Art 1300 – Art. 1624 –
obligation depends upon whether Govern 1304 1627
the condition which affects the old Consent Need Not
obligation is complied. Effect upon Giving rise to Transmitting
 SUSPENSIVE + NOT COMPLIED – No Obligation a new one the rights of
obligation arises. the creditor
 RESOLUTORY + COMPLIED WITH – to another
Old obligation is extinguished. person
 Conditions affecting both without
obligations – Can stand together modifying or
and they are all fulfilled the effect is extinguishing
the new obligation becomes the
demandable. obligation.
 First Obligation is fulfilled – Vices CURED NOT
Previous obligation is revived while Time of Arises from Debtor is
new obligation loses is force. effectivity the moment concerned,
 Second Obligation is fulfilled – the of novation arises from
effect is that there is no novation or the moment
since the requisite of a previous subrogation of
valid and effective obligation would notification
be lacking.
ART. 1302 – LEGAL SUBROGATION
ART. 1300 – NOVATION BY SUBROGATION  Takes place without agreement of the
 Subrogation is the substitution of one parties but by operation of law because
person (subrogee) in the place of a of certain acts.
creditor (subroger) with the reference Cases of Legal Subrogation
to a lawful claim or right, giving the 1. Creditor pays another creditor
former all the rights of the latter, who is preferred even without
including the right to employ all the debtor’s knowledge –
remedies to enforce payment. “preferred” in connection with
Kind of Subrogation the rules on preference of
1. Conventional – Agreement of the credits.
original creditor, the 3rd person 2. 3rd person not interested in the
substituting the original creditor and obligation pays with express
debtor. or tacit approval of the debtor.
2. Legal – takes place by operation of law. – Art 1236&1237 are applicable.
3. Even without the knowledge of
ART. 1301 – CONVENTIONAL SUBROGATION the debtor, a person interested
 There must be an agreement of all the in the fulfillment of the
parties. obligation pays, without
REQS OF CONVENTIONAL SUBROGATION prejudice to the effects of
A. Consent of original creditor – right confusion. – It refers to co-
against the debtor is extinguished. debtor, guarantor , the owner of
B. Consent of new creditor – he may dislike the thing which is given a
or distrust the debtor. security or one who has the real
right.
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  Legal subrogation is not presumed.

ART. 1303 – EFFECT OF TOTAL

SUBROGATION
 Subrogation transfers to the 3 rd person
who is subrogated the credit with all of
the rights which is the original creditor
had against the debtor or against third
person.

ART. 1304 – EFFECT ON PARTIAL

SUBROGATION
 Creditor to whom partial payment has
been made by the new creditor remains
a creditor to the extent of the balance of
the debt.
 In case of insolvency of the debtor – he
is given a PREFERENTIAL RIGHT under
the above article to recover the
remainder as against the new creditor

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