ANDAN, CASTILLO, CODILLA, GONZALES, JIMENEA, KWONG

OBLICON G01
Evaluate Draft Contract - Group 1

CHARACTERISTICS
There are five characteristics of a contract under the Civil Code: Autonom of the Will, Mutualit ,
Obligator Force, Relativit , and Consensualit .

1. A f eW
1​
The main characteristic of a contract is autonom of the ill. In autonom of the ill, persons,
hether natural or juridical have the libert to enter into contracts. The have the free ill to
choose to enter into contracts or refuse to be bound b the same.

I age 1.1
In this case, the parties involved are a sole proprietorship as represented b the General
Manager (​S e ​) and a partnership represented b the President (​P c a e )​. The opening
clause (Image 1.1) indicates that proprietor and the partnership through its President entered
into the contract in their o n capacit and free ill.

The moment these individuals enter into the contract, the become parties to the contract. In
particular, the o ner of the sole proprietorship and the partnership become the ​S e and
2
P c a e ​ respectivel . Hence, the have the freedom to ​

I age 1.2

1
Art. 1305, Civil Code
2
Art. 1306, Civil Code
In this case, the above clause **​add e ff **

I age 1.3
The signatures of the supplier and purchaser indicate that the illingl and voluntaril submit
themselves to be bound b the e press terms and conditions of the contract, but also the
relevant la s and consequences that are attached to it.

2. Ob ga F ce
The la provides that obligations that arise from contracts have the force of la bet een
parties. The are dut -bound to compl ith the stipulations, terms and conditions in good faith.​3
Parties ho have entered into a contract are bound not onl to the stipulations, terms, and
conditions that are e pressed in the contract, but also to the consequences that come ith it.​4
Hence, the parties are also bound to follo the la s and the pertinent statutes that are related
to the contract.

In this case, all the stipulations, clauses, terms and conditions of the contract are binding and in
effect bet een the ​S e a d P c a e ​. Aside from this, the pertinent la s that are
applicable to this Agreement are binding and in effect bet een both parties.

3. M a
According to the Civil Code, the contract must bind both contracting parties. As a general rule,
the validit or fulfillment cannot be left to the sole ill of one of them.​5 Neither part can take the
la in its o n hands: the can neither unilaterall cancel the contract nor change an of the
stipulations, terms and conditions that have alread been agreed upon. No one ma be
compelled to enter into a contract, and accordingl , no one ma unilaterall alk a a from the
contract he chose to enter into, unless consented b the other part .

3
Art. 1159, Ne Civil Code
4
Art. 1315, Ne Civil Code
5
Art. 1308, Ne Civil Code
 I age 1.4

In this case, the clause above signifies that the ​S e ​ and ​P c a e ​ have agreed to all the
clauses, stipulations, terms and conditions that are ritten belo this clause.

I age 1.5
Furthermore, the above clause stipulates that the e tension or rene al of the Agreement
requires the ritten consent of the Purchaser. Furthermore, the parties

The clause above states that in the event of non-pa ment of the purchaser, the supplier ma
terminate the contract. While the general rule states that unilateral termination is not allo ed,
parties ma agree upon such termination. Given that there is a termination clause, the onl time
the obligation bet een both parties ma be e tinguished is upon the performance of the
obligation or upon the non-pa ment b the purchaser hich ill terminate the agreement.

4. Re a

Under the Civil Code, contracts take effect onl bet een the parties, their assigns and heirs,
e cept hen the rights and obligations arising from the contract are not transmissible.​6

6
Art. 1311, Ne Civil Code