Examples:

1. S obliged himself to deliver 100 sacks of rice to B. S

delivered only 90 sacks.
Under the law, there is no payment by S, and B
can refuse to pay for the 90 sacks if S does not deliver
what is lacking.

2. D promised to pay C P1,000. D is giving only P900. C

can refuse to accept P900 because the fulfillment is not
complete.
Examples:
3. X agreed to paint the house of Y for P20,000. X
did not paint the kitchen anymore and instead
asked Y to pay him P20,000 less the cost of
painting the kitchen.
Y can refuse to pay X because the debt of
Y (to deliver money) will arise only after the debt
of X (to paint the house) is completely rendered.
 ART. 1234. If the
obligation has been
substantially performed in
good faith, the obligor may
recover as though there had
been a strict and complete
fulfillment, less damages
suffered by the obligee. (Art.
1234, NCC)
Recovery allowance in case of
substantial performance in good faith
Article 1234 is the first exception to the rule
laid down in Article 1233. The reason for the
exception given by the Code Commission is as
follows:
“The above rule (ART. 1234) is adopted
from American Law. Its fairness is evident. In case
of substantial performance, the obligee is
benefited. So the obligor should be allowed to
recover as if there had been a strict and complete
fulfillment less damages suffered by the obligee.
This last condition affords a just compensation for
the relative breach committed by the obligor.”
Requisites for the application of
Article 1234

1. There must be substantial

performance; and

2. The obligor must be in good

faith.
Example:
S obliged himself to deliver 500 bags of cement to
B. However, despite diligent efforts on his part, S was
able to deliver only 400 bags because of cement
shortage. Take note that S wants to comply with his
obligation to deliver the entire 500 bags but he could
not do so for reasons beyond his control.
Under Article 1234, S can recover as though there
had been complete delivery less the price of the 100
bags. S must show, however, that he attempted in good
faith to com
 ART. 1235. When the
obligee accepts the
performance, knowing its
incompleteness or
irregularity, and without
expressing any protest or
objection, the obligation is
deemed fully complied
with. (Art. 1235, NCC)
Recovery allowed when incomplete or
irregular performance is waived
The above provision is the
other exception to Article 1233. It is
founded on the principle of
estoppel. If the payment is
incomplete or irregular, the creditor
may properly reject it.
In case of acceptance, the
law considers that he waives his
right. The whole obligation is
extinguished.
Requisites for the application of
Article 1235
1.The obligee knows that the
performance is incomplete
or irregular; and

2.He accepts the

performance without
expressing any protest or
objection.
Example:
X agreed to paint the house of Y.
According to their stipulation, X would use
a particular brand of paint.
If Y accepted the performance of X,
knowing that the paint used was another
brand and without expressing any protest
or objection, the obligation is deemed fully
complied with.
Unlike in Article 1234, where there is
substantial performance, X is not liable for
damages that may be suffered by Y. The
reason is that the performance is