Article 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.
Kinds of solidary obligation according to the
legal tie:
1. Uniform- when the parties are bound by
the same stipulation
2. Non-uniform or varied- when the parties
are not subject to the same stipulations
Article 1212 Each one of the solidary
creditor may do whatever may be useful to
the others, but not anything which may be
prejudicial to the latter.
Article 1213 A solidary creditor cannot
assign his rights without the consent of the
others.
Article 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.
Article 1215 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 article.
The creditor who may have executed any of
these acts, as well as he who collects the
debt, shall be liable to the others for the
share in the obligation corresponding to
them.
Article 1216 The creditor may proceed
against any one of the solidary debtors or
some or all of them simultaneously. The
demand made against one of them shall not
be an obstacle to those which may
subsequently be directed against the
others, so long as the debt has not been
fully collected.
Article 1217 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
offer to accept.
He who made the payment may claim from
his co-debtors only the share which
corresponds to each, with the interest for
the payment already made. If the payment
is made before the debt is due, no interest
for the intervening period may be
demanded.
When one of the solidary debtors cannot,
because of his insolvency, reimburse his
share to the debtor paying the obligation,
such share shall be borne by all his co-
debtors, in proportion to the debt of each.
Effects of payment by a solidary debtor
1. Between the solidary debtors and
creditors
2. Among the solidary debtors
3. Among the solidary creditors
Article 1218 Payment by a solidary debtor
shall not entitle him to reimbursement from
his co-debtors if such payment is made
after the obligation.
The ff. actions must be brought within 10 years
from the time the right of action accrues:
1. Upon a written contract
2. Upon an obligation created by law:
3. Upon a judgment
The ff. actions must be commenced within 6
years:
1. Upon an oral contract
2. Upon a quasi-contract
The ff. actions must be instituted within 4
years:
1. Upon an injury to the rights if the plaintiff
2. Upon a quasi-delict
Article 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
debtors, in case the debt had been totally
paid by anyone of them before the
remission was effected.
Article 1220 The remission of the whole
obligation obtained by one of the solidary
debtors, does not entitle him to
reimbursement from his co-debtors.
Article 1221 If the thing is lost or if the
prestation has become impossible without
the fault of the solidary debtors, the
obligation shall be extinguished.
If there was fault on the part of any one of
them, all shall be responsible to the
creditor, for the price and the payment of
damages and interest, without prejudice to
their action against the guilty or negligent
debtor.
If through a fortuitous event, the thing is,
lost or the performance has become
impossible after one of the solidary debtors
has incurred in delay through the judicial or
judicial demand upon him by the creditor,
the provisions of the preceding paragraph
shall apply.
Rules in case thing has been lost or prestation
has become impossible
1. Loss is without the fault and before
delay
2. Loss is due to fault on the part of a
solidary debtor.
3. Loss is without fault but after delay
Article 1222. A solidary debtor may, of the
obligation in actions filed by the creditor,
avail himself of all defences which are
derived from the nature and of those which
are personal to him, or pertain to his own
share. With respect to those which
personally belong to the others, he may
avail himself thereof only as regards that
part of the debt for which the latter are
responsible.
Defenses available to a solidary debtor
1. Defenses derived from the nature of the
obligation
2. Defenses personal to, or which pertain
to share of, debtor sued.
3. Defenses personal to other solidary
debtors.
Article 1223. The divisibility or indivisibility
of the things that are the object of the
obligation in which there is only one debtor
and only one creditor does not alter or
modify the provisions of Chapter 2 of this
Title.
Meaning of divisible and indivisible obligations
1. A divisible obligation is one the object of
which, in its delivery or performance, is
capable of partial fulfilment.
2. An indivisible obligation is one the object
of which, in its delivery, is not capable of
partial fulfilment.
Kinds of division
1. Qualitative division or one based on
quality, not on number or quantity of the
things which are the object of the
obligation.
2. Quantitative division or one based on
quantity rather than on quality.
3. Ideal or intellectual division or one which
exist only in the minds of the parties.
Kinds of indivisibility
1. Legal indivisibility- where a specific
provision of law declares as indivisible,
obligations which, by their nature, are
divisible.
2. Conventional indivisibility- where the will
of the parties makes as indivisible,
obligations which, by their nature, are
divisible.
3. Natural indivisibility- where the nature of
the object or prestation does not admit
of division.
Aricle 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 fulfil 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 in which the obligation
consists.
Article 1225. For the purposes of the
preceding articles, obligation to give
definite things and those which are not
susceptible of partial performance shall be
deemed to be indivisible.
When the obligation has for its object the
execution of a certain number of days of
work, the accomplishment of work by
metrical units, analogous things which by
their nature are susceptible of partial
performance, it shall be divisible.
However even though the object or service
may be physically divisible, an obligation is
indivisible if so provided by law or intended
by the parties.
In obligation not to do, divisibility or
indivisibility shall be determined by the
character of the prestation in each
particular case.
 The purpose of the obligation is the
controlling circumstances.
Obligations deemed indivisible.
1. Obligation to give definite things.
2. Obligations which are not susceptible of
partial performance
3. Obligation provided by the law to be
indivisible even if thing or service is
physically divisible.
4. Obligations intended by the parties to be
indivisible even if the thing or service is
physically divisible.
Obligations deemed divisible.
1. Obligations which have for their object
the execution of a certain number of
days of work.
2. Obligations which have for their object
the accomplishment of work by metrical
units.
3. Obligations which by their nature are
susceptible of partial performance.
Article 1226. In obligation with a penal
clause, the penalty shall substitute to
indemnity for damages and the payment
of interests in case of non-compliance. If
there is no stipulation to the contrary.
Nevertheless, damages shall be paid if
the obligor refuses to pay the penalty or
is guilty of fraud in the fulfilment of the
obligation.
The penalty may be enforced only when
it is demandable in accordance with the
provisions of this code.
 Meaning of principal and accessory
obligation
1. Principal obligation is one which can
stand by itself and does not depend for
its validity and existence upon another
obligation.
2. Accessory obligation is one which is
attached to a principal obligation and
therefore, cannot stand alone
Obligation with a penal clause
- Is one which contains an accessory
undertaking to pay a previously
stipulated indemnity in case of breach of
the principal prestation intended
primarily to induce its fulfillment.
Penal Clause
- Is an accessory undertaking attached to
an obligation to assume greater liability
in case of breach the obligation is not
fulfilled, or is partly or irregularly
complied with.
Purposes of penal clause:
1. To ensure their performance by creating
an effective deterrent against breach,
making the consequences of such
breach as onerous as it may be
possible. This is the general purpose of
a penal clause.
2. To substitute a penalty for the indemnity
for damages and the payment of
interests in case of non-compliance or to
punish the debtor for the non-fulfilment
or violation of his obligation
In the first place, the purpose is reparation; in
the second, punishment.
Penal clause and conditioned distinguished:
1. The first constitutes an obligation
although accessory, while the latter
does not
2. Therefore, the former may become
demandable in default of the
unperformed obligation and sometimes
jointly with it, while the latter is never
demandable.
Kinds of penal clause
1. As to its origin:
a. Legal penal clause- when it is
provided by law
b. Conventional penal clause- when it
is provided for the stipulation of the
parties.
2. As to its purpose:
a. Compensatory penal clause- when
the penalty takes the place of
damages.
b. Punitive penal clause- when the
penalty is imposed merely as
punishment for breach.
3. As to its demandability or effect
a. Subsidiary or alternative penal
clause- when only the penalty can be
enforced.
b. Joint or cumulative penal clause-
when both the principal obligation
and the penal clause can be
enforced.
When creditor may recover damages
The creditor, in addition to the penalty,
may recover damages and interest:
1. When so stipulated by the parties;
2. When the obligor refuses to pay the
penalty, in which case the creditor may
recover legal interest thereon;
3. When the obligor is guilty of fraud in the
fulfilment of the obligation, in which case
 the creditor may recover damages The nullity of the principal obligation
caused by such fraud. carries with it that of the penal clause.

Article 1227. The debtor cannot exempt Article 1231. Obligations are extinguished:
himself from the performance of the
obligation by paying the penalty, save in 1) By payment or performance
the case where this right has been 2) By the loss of thing due
expressly reserved for him. Neither can the 3) By the condonation or remission of
creditor demand the fulfilment of the the debt
obligation and the satisfaction of the 4) By the confusion or merger of the
obligation and the satisfaction of the rights of creditors and debtors.
penalty at the same time, unless this right 5) By compensation
has been clearly granted him. However, if 6) By novation
after the creditor has decided to require the Others causes of extinguishment of
fulfilment of the obligation, the obligation, such as annulment,
performance thereof should become rescission, fulfilment of a resolutory
impossible without his fault, the penalty condition, and prescription, are
may be forced. governed elsewhere in this code.
Penal clause presumed subsidiary Article 1232. Payment means not only the
1. When there is performance delivery of money, but also the
2. When there is no performance performance, in any other manner, of an
obligation.
Article 1228. Proof of actual damages
suffered by the creditor is not necessary in Article 1233 A debt shall not be understood
order that penalty may be demanded. to have been paid unless the thing or
service in which the obligation consists has
Article 1229. The judge shall equitably been completely delivered or rendered, as
reduce the penalty when the principal the case may be.
obligation has been partly or irregularly
complied with by the debtor. Even if there Requisites
has been no performance, the penalty may 1. Integrity of prestation
also be reduced by the courts if it is 2. Identity of prestation
iniquitous or unconscionable.
Article 1234. If the obligation has been
The penalty provided for in the penal clause substantially performed in good faith, the
may be reduced by the courts: obligor may recover as though there had
1. When there is partial or irregular been a strict or complete fulfilment, less
performance damages suffered by the obligee.
2. When the penalty agreed upon is Requisites
iniquitous or unconscionable.
1. There must be a substantial
Article 1230. The nullity of the penal clause performance
does not carry with it that of the principal 2. The obligor must be in good faith.
obligation.
THERE IS A SUBSTANTIAL PERFORMANCE
WHEN THE IMPORTANT OR ESSENTIAL
PART OF THE CONTRAT HAS BEEN
PERFORMED AND ONLY A SMALL OR
MINOR PART THEREOF HAS NOT BEEN
CARRIED OUT.
Article 1235. When the obligee accepts the
performance, knowing its incompleteness
or irregularity without any protest or
objection, the obligation is deemed fully
complied with.
Recovery allowed when incomplete or irregular
performance is waived
1. If the payment is incomplete or irregular,
the creditor may properly reject it.
2. In case of acceptance, the law
considers that he waives his right. The
whole obligation is extinguished.
REQUISITES
1. The obligee knows that the performance
is incomplete and irregular.
2. He accepts the performance without
expressing any protest or objection.
Without expressing any protest or objection,
the obligation is deemed fully complied
with.
Article 1236. The creditor is not bound to
accept payment or performance by a third
person who has no interest in the fulfilment
of the obligation, unless there is a
stipulation to 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.
Persons to whom the creditor must accept
payment
1. The debtor
2. To the any person who has an interest
in the obligation
3. A third person who has no interest in the
obligation when there is a stipulation
that he can make payment.
Effects of payment by a third person
1. If made without the knowledge or
against the will of the debtor.
2. If made with the knowledge of the
debtor.
Article 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 right, such
as those arising from mortgage, guaranty
and penalty.
May there be a subrogation, if the creditor
willingly permit the payor to be subrogated in
his rights? Since the provision of Article 1237 is
for the benefit of the DEBTOR, the subrogation
can only take place with his consent.
Subrogation and reimbursement extinguished.
In subrogation, the person who pays for the
debtor is put into the shoe of the creditor.
In reimbursement, the third person entitled by
the reason of payment has merely the bare
right to be refunded to the extent provided in
the second paragraph of article 1236 without
the right to the guaranties and securities of the
obligation.
Article 1238 Payment made by a third
person who does not intend to be
reimbursed by the debtor is deemed to be a
donation, which requires the debtor’s
consent. But the payment is in any case
valid as to the creditor who accepted it.
Article 1239 In obligations to give, payment
made by one of the debtor who does not
have the free disposal of the thing due and
capacity to alienare it shall not be valid,
withouht prejudice to the provisions of
Article 1427 on “Natural Obligation”

Free disposal of the thing due – means that the

thing to be delivered must not be subject any
claim or lien or encumbrance of a third person.

Capacity to alienate- means that the person is

not incapacitated to enter into contracts and for
that matter, to make a disposition of the ting
due.

Article 1240 Payment shall be made to a

person whose in favour the obligation has been
constituted, or his successor in interest, or any
person authorized to accept it.

Person to shall be made,

1. The creditor or the obligee

2. His successor in interest
3. Any person authorized to receive it.