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3 Essential elements of a contract (Art. 1318): 1. Consent of the contracting parties 2. Object certain 3. Cause of the obligation Consent, defined (Art. 1319): Consent is the absolute acceptance by one party of the definite offer made by another party. Qualified acceptance – is a counter-offer Acceptance by letter, phone, e-mail, SMS – binds offeror from time it came to his knowledge
as in quasi-contracts . Implied * Presumptive consent. Consent Requisites for valid consent: 1. Plurality of parties 2. Conformity of the internal will and its manifestation Forms of consent (Art. Capacity 3. Express or tacit manifestation of the will 5. Express 2.I. 1320): 1. Intelligent and free will 4.
I. 2. if there has been antecedent relations between the parties. As between persons absent. Consent Silence – may be considered consent if: 1. As between persons present. . which you accept. Example: You offer to buy 3 cupcakes but the seller hands you 5 cupcakes. Example: You send by facsimile a purchase order for fruit cakes to your regular supplier. the silence is in face of acts implying execution of contract.
There must be acceptance to convert it into a contract. Consent Offer – must be definite. complete and intentional Withdrawal of offer – an offer may be withdrawn anytime before offeror learns of the acceptance. . even if such acceptance has already been made Revocation of acceptance – an acceptance may be revoked before it comes to the knowledge of offeror Public offers – these are public offers of reward or compensation for any person who performs or executes a particular act.I. Performance of the act can be considered as acceptance.
1321). Consent Offeror has the right to prescribe the time. the power to decide whether or not to enter into a principal contract Option to Purchase Real Property. place. offer may be withdrawn before acceptance. . provided withdrawal is communicated (Art. 1324).crossing of acceptance and revocation: that which arrives first at its destination is effective . In offers with a certain period to accept.doc . and manner of acceptance (Art.exception: option contract with consideration which is a preparatory contract in which one party grants to the other.I. for a fixed period and under specified conditions.
Death 2. 1322). Insolvency of either party before acceptance is conveyed. Insanity 4. .I. Civil interdiction 3. Distinguish agent from a mere intermediary. Consent An offer made through an agent is deemed accepted from the time acceptance is communicated to such agent (Art. Offer is ineffective upon: 1.
Advertisements for bidders are simply invitations to make proposals and the advertiser is not bound to accept the highest or lowest bidder. but mere invitations to make an offer (Art. unless the contrary appears (Art.I. Consent Business advertisements of things for sale are not definite offers. . 1325). 1326).
I. Insane or demented persons 3. Unemancipated minors 2. Deaf-mutes who do not know how to write . 1327): The following cannot give consent to a contract: 1. Consent Incapacity to give consent (Art.
or 2. Exceptions: 1. Consent Unemancipated minors: Contracts entered into by minors are generally voidable. Contract is entered into by guardian and approved by the court. or 3. . the minor ratifies the contract. Necessaries sold and delivered to minor should be paid for by such minor with a reasonable price. Upon reaching age of majority.I.
Contracts entered into during a lucid interval are valid (Art. through superabundance of alcoholic drinks or use of drugs. comparable to an insane person in lack of understanding. 1328). . for the time being. Contracts entered into in a state of drunkenness or during a hypnotic spell are voidable (Art. may become so mentally obscured that he is. Consent Insane persons: The insanity should exist at the time the contract was made.I. 1328). A person.
Persons. not being of unsound mind. but by reason of age. cannot take care of themselves and manage their property. 1329): The Rules of Court provide for other incompetents who may be under guardianship. as follows: 1. disease. and other similar causes. thereby an easy prey for deceit and exploitation. . Consent Other incompetents (Art. weak mind. Prodigals 3.I. Persons suffering from penalty of civil interdiction 2.
b) voidable contracts. Distinguish between a) void contracts. . Mistake – intelligence in giving consent is lacking 2. Fraud – spontaneity in giving consent is lacking The foregoing contracts are voidable. undue influence – freedom in giving consent is lacking 3. and c) unenforceable contracts. Violence. 1330): Contracts where consent is given through: 1.I. Consent Contracts with defects of the will (Art. intimidation.
or 3. 1331 includes the concept of ignorance. 1331): Consent is invalid if the mistake refers to: 1. Conditions which have principally moved one or both parties to enter into the contract. Identity or qualifications of one of the parties and such identity or qualifications have been the principal cause of the contract. . or 2. Mistake of account: shall be corrected Mistake in Art.I. Substance of the object of the contract. Consent Mistake: ground for invalidity of consent (Art.
I. or risk affecting the object of the contract cannot invoke mistake to invalidate the contract Mutual error/mistake of law (Art. contingency. 1334): a contract may be invalidated if both parties are mistaken about the legal effect of their agreement which leads to the frustration of the real purpose of their agreement . 1332): the party enforcing the contract should show that the terms of the contract was fully explained to the party alleging mistake Inexcusable error (Art. Consent Mistake due to inability to read or understand language (Art. 1333): the party who knew the doubt.
serious or irresistible force is used Intimidation (moral force): when one of the contracting parties is compelled by a reasonable and wellgrounded fear of an imminent and grave evil upon his person or property. Consent Violence and intimidation as grounds for invalidity of consent (Art. There is unlawful act threatened. . 1335): Violence (physical force): in order to wrest consent. to give his consent.I. or upon the person or property of his spouse. Threat to enforce one’s valid claim through competent authority does not invalidate consent. descendants or ascendants.
1336). Consent Violence or intimidation by a 3rd person annuls the obligation (Art. person unduly influenced was ignorant or in financial distress There need not be an unlawful act threatened. spiritual. person unduly influenced was suffering from mental weakness c. Circumstances to be considered: a. . and other relations between parties b. family.I. Undue influence (Art. 1337): when a person takes improper advantage of his power over the will of another.
fictitious names. qualifications or authority. fraud should be 1) serious. concealing or omitting material facts with intent to deceive Distinguish between fraud that annuls obligation and fraud that invalidates consent. and 2) not employed by both parties Fraud: when through insidious words or machinations of one of the contracting parties. 1338 and 1344): To invalidate consent. Consent Fraud as ground to invalidate consent (Art. the other is induced to enter into a contract which. he would not have agreed to. . exaggeration of hopes or benefits. without them.I. abuse of confidence. Insidious words or machinations: includes false promises.
except if such misrepresentation resulted in substantial mistake of both parties (Art. and the other party relied on such expert’s special knowledge (Art. unless made by an expert. Misrepresentation made in good faith may not constitute fraud but may constitute error (Art. Consent Failure to disclose material facts is fraud (Art. 1340).I. . Expression of opinion does not constitute fraud. Misrepresentation by a 3rd party does not invalidate consent. 1339). 1343). 1342). 1341). Usual exaggeration in trade are not necessarily fraudulent (Art.
. Consent Simulation of contract (Art. Relative simulation: the parties conceal their true agreement. the appearance of a juridical act which does not exist or is different from what was actually executed. 1345): 1. defined: the declaration of a fictitious will. e. Absolute simulation: the parties do not intend to be bound at all 2. a deed of sale is executed but the true agreement is a donation Simulation. for the purpose of deception.I.g. deliberately made by the agreement of the parties to produce.
Consent Effects of simulated contracts (Art. Absolute simulation: the contract is void 2. 1346): 1. except when it prejudices third persons or has an illicit purpose .I. Relative simulation: the contract is valid.
public policy. 1348). Object is within the commerce of man. Object must be determinate as to its kind (Art. and which are transmissible. 3. 1349). morals. or not contrary to law. 4. good customs. defined (Art. Requisites of object of a contract (Art. Object must be possible (Art. or c) service which is the subject matter of the obligation arising from the contract. . b) right. or public order. 2.II. 1347): It is the a) thing. 1347): 1. meaning things which are susceptible of appropriation or of private ownership. Object must be licit. Object of Contracts Object of contract.
1347): The object must be in existence at the time of perfection of the contract or that it has the possibility of coming into existence at some future time. Generally.II. 1348): Things are impossible when they are not susceptible of existing. Impossible things as objects of contract (Art. Future things as objects of contracts may also include future rights. . or they are outside the commerce of man. Object of Contracts Future things as objects of contract (Art. no contract may be entered into upon future inheritance.
Determinable quantity: the fact that quantity is not determinate will only make the contract invalid if it is not possible to determine the same. 1349). .II. Object of Contracts Objects of contract must be determinate as to its kind (Art.
Cause of Contracts Cause of contracts. Onerous contracts: cause is prestation or promise of a thing or service by the other Remuneratory contracts: the cause is the service or benefit remunerated Gratuitous contracts/contracts of pure liberality: the cause is the generosity or liberality of the benefactor . the essential reason which moves the parties to enter into the contract. 1350): The cause of the contract is the “why of the contract”.III. defined (Art.
. 3) When the motive of the person is due to fraud or misrepresentation by the other party. The motive is the psychological. motives do not affect the validity of a contract. cause (Art. As a rule. and juridical reason for the existence of the contract. or personal purpose of a party to the contract. 2) When motive of a person in giving consent is to avoid injury. Cause of Contracts Motive vs. intrinsic. 1351): The cause of the contract is the objective. except: 1) When the motive of debtor in alienating property is to defraud creditors. individual.III.
it is presumed that the contract has a good and sufficient cause unless the debtor proves the contrary (Art. 1354). unless there is fraud.III. 1355). . Inadequacy of cause shall not invalidate a contract. mistake or undue influence (Art. If the cause is not stated in the contract. Cause of Contracts Contracts without cause or with illegal cause (Art. 1353): makes the contracts void. 1352): Contracts without cause or with unlawful or illegal cause produce no effect. Statement of a false cause in contracts (Art.