BUSINESS LAW 101

CONTRACTS
(Arts. 1315-1319.)
Panzuelo Jr., Ferdinand
 Chapter 1
GENERAL PROVISIONS
◈ ARTICLE 1315

◈ ARTICLE 1316

◈ ARTICLE 1317
 Article 1315
Contracts are perfected by mere consent, and from that moment the
parties are bound not only to the fulfillment of what has been expressly
stipulated but also to all the consequences which, according to their nature,
may be in keeping with good faith, usage and law. (1258)
 Article 1316
Real contracts, such as deposit, pledge and
commodatum, are not perfected until the delivery of the
object of the obligation. (n)
Classification of contracts according to perfection
◈ (1) Consensual contract

◈ (2) Real contract

◈ (3) Solemn contract

Stages in the life of a contract
◈ (1) Preparation or negotiation.

◈ (2) Perfection or birth.

◈ (3) Consummation or termination.

How contracts are perfected
◈ (1) Consensual contracts
As a general rule, contracts are perfected by mere
consent of the parties regarding the subject matter and
the cause of the contract.20 (Arts. 1315, 1319.) They
are obligatory in whatever form they may have been
entered into, provided, all the essential requisites for
their validity are present. (Art. 1356.)
How contracts are perfected
◈ (2) Real contracts
The exceptions are the so-called real contracts
which are perfected not merely by consent but by the
delivery, actual or constructive, of the object of the
obligation (Art. 1316.), as in a pledge, mutuum
(simple loan) or commodatum. These contracts have
for their purpose restitution, because they
contemplate the return by a party of what has been
received from another or its equivalent.
How contracts are perfected
◈ (3) Solemn contracts
When the law requires that a contract be in some
form to be valid (Art. 1356.), this special form is
necessary for its perfection, the prescribed form being
thereby an essential requisite of the contract.
Effect of perfection of the contract
◈ Until the contract is perfected, it cannot serve as a
binding juridical relation.
◈ From the moment the parties come to an agreement
on a definite subject matter and valid consideration,
they are bound not only: (1) to the fulfillment of
what has been expressly stipulated but also, (2) to all
the consequences which according to their nature,
may be in keeping with good faith, usage, and law.
(Art. 1315.)
Effect of perfection of the contract
◈ Signing is not, generally, a legal requirement
in entering into a contract where there is a
meeting of the minds. (Art. 1319, par. 1.) One
who approved or authorized such contract may
be considered a party and held equally liable.
Guide for performance of contract
◈ (1) Scope and limit of contractual obligation

◈ (2) Observance of terms and conditions thereof

◈ (3) Condition imposed on perfection of

contract/performance of obligation

◈ (4) Adjustment of rights of parties by court

Pertinent provisions of law deemed incorporated in contracts
◈ Any agreement or contract to be enforceable in this
jurisdiction is understood to incorporate therein the
pertinent provision or provisions of law specifying
the rights and obligations of the parties under such
contract.
◈ Stated otherwise, an existing law enters into and
forms part of a valid contract without the need for
the parties expressly making Arts. 1315-1316505
reference to it.
 Article 1317
No one may contract in the name of another without being authorized by the latter, or unless he has by
law a right to represent him.
A contract entered into in the name of another by one who has no authority or legal representation, or
who has acted beyond his powers, shall be unenforceable, unless it is ratified, expressly or impliedly, by the
person on whose behalf it has been executed, before it is revoked by the other contracting party. (1259a)
 ◈ Unauthorized contracts are unenforceable.

◈ Unauthorized contracts can be cured only by

ratification.

◈ When a person bound by the contract of another.

 Chapter 2
ESSENTIAL REQUISITES OF CONTRACTS
◈ ARTICLE 1318
(General Provisions)

◈ ARTICLE 1319
(Consent)
 Article 1318
There is no contract unless the following requisites concur:
(1) Consent of the contracting parties;
(2) Object certain which is the subject matter of the contract;
(3) Cause of the obligation which is established. (1261)
Classes of elements of a contract
◈ (1) Essential elements
⬩ (a) common
⬩ (b) special
⬩ 1) as regards to form
⬩ 2) as regards the subject-matter
⬩ 3) as regards the consideration or cause

◈ (2) Natural elements

◈ (3) Accidental elements

Two bases of contracts
◈ The law; (and)
⬩ imposes the essential elements upon the parties;
presumes the natural; and authorizes the
accidental.
◈ The will
⬩ the contracting parties yields or conforms to, or
respects, the essential; accepts, unless it rejects,
the natural; and creates or establishes the
accidental.
Conflicts rule on essential validity of contracts
◈ No conflicts rule on essential validity of
contracts is expressly provided for in our laws.
The rule followed by most legal systems,
however, is that the intrinsic validity of a
contract must be governed by the lex
contractus or “proper law of the contract.”
This is the law voluntarily agreed upon by the
parties.
 Article 1319
Consent is manifested by the meeting of the offer and the acceptance upon the
thing and the cause which are to constitute the contract. The offer must be certain and
the acceptance absolute. A qualified acceptance constitutes a counter-offer.
Acceptance made by letter or telegram does not bind the offerer except from the
time it came to his knowledge. The contract, in such a case, is presumed to have been
entered into in the place where the offer was made. (1262a)
Meaning of consent
◈ Consent is the conformity of wills and with
respect to contracts, it is the agreement of the
will of one contracting party with that of
another or others, upon the object and terms of
the contract.
Concurrence of offer and acceptance
◈ It is the meeting of minds, i.e., the concurrence
of offer and acceptance between the parties
which expresses their intent in entering into
the contract respecting the subject matter and
the cause or consideration thereof.
Meaning of offer
Offer must be certain
Meaning of acceptance
Acceptance of offer must be absolute
When acceptance with request for changes in offer not a counter-offer
Acceptance of complex offers
Acceptance made by letter or telegram
Classification of contracts according to perfection
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White Black
Is the color of milk and Is the color of ebony and
fresh snow, the color of outer space. It has been
produced by the the symbolic color of
combination of all the elegance, solemnity and
colors of the visible authority.
spectrum.
 In two or three columns
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Yellow Blue Red
Is the color of gold, Is the colour of the Is the color of blood,
butter and ripe clear sky and the and because of this it
lemons. In the deep sea. It is located has historically been
spectrum of visible between violet and associated with
light, yellow is found green on the optical sacrifice, danger and
between green and spectrum. courage.
orange.
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 Use diagrams to explain your ideas
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Lorem Ipsum

Lorem Ipsum Lorem Ipsum

Lorem Ipsum Lorem Ipsum Lorem Ipsum Lorem Ipsum

 And tables to compare data
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A B C

Yellow 10 20 7

Blue 30 15 10

Orange 5 24 16
 Maps

our office

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tempus
2
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 Let’s review some concepts
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Yellow
Is the color of gold, butter and
ripe lemons. In the spectrum of
visible light, yellow is found
between green and orange.
Yellow
Is the color of gold, butter and
ripe lemons. In the spectrum of
visible light, yellow is found
between green and orange.
Blue
Is the colour of the clear sky and
the deep sea. It is located
between violet and green on the
optical spectrum.
Blue
Is the colour of the clear sky and
the deep sea. It is located
between violet and green on the
optical spectrum.
Red
Is the color of blood, and
because of this it has historically
been associated with sacrifice,
danger and courage.
Red
Is the color of blood, and
because of this it has historically
been associated with sacrifice,
danger and courage.
 4000
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3000

2000

1000

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 Timeline
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Blue is the colour of Black is the color of Yellow is the color of Blue is the colour of
the clear sky and the Red is the colour of ebony and of outer gold, butter and ripe White is the color of the clear sky and the
deep sea danger and courage space lemons milk and fresh snow deep sea

JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC

Yellow is the color of White is the color of Blue is the colour of Red is the colour of Black is the color of Yellow is the
gold, butter and ripe milk and fresh snow the clear sky and the danger and courage ebony and of outer color of gold,
lemons deep sea space butter and ripe
lemons
 Roadmap
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Blue is the colour of Black is the color of
the clear sky and the Red is the colour of ebony and of outer
deep sea danger and courage space

1 3 5

2 4 6

Yellow is the color of White is the color of Blue is the colour of

gold, butter and ripe milk and fresh snow the clear sky and the
lemons deep sea
 Gantt chart
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Week 1 Week 2

1 2 3 4 5 6 7 8 9 10 11 12 13 14

Task 1

Task 2 ◆

Task 3

Task 4 ◆

Task 5 ◆

Task 6

Task 7

Task 8
 SWOT Analysis
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STRENGTHS WEAKNESSES
Blue is the colour of the Yellow is the color of
clear sky and the deep gold, butter and ripe
sea lemons

Black is the color of White is the color of

ebony and of outer space milk and fresh snow
OPPORTUNITIES THREATS
Business Model Canvas

Key Partners Key Activities Value Propositions Customer Relationships Customer Segments
Insert your content Insert your content Insert your content Insert your content Insert your content

Key Resources Channels

Insert your content Insert your content

Cost Structure Revenue Streams

Insert your content Insert your content

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 Funnel
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AWARENESS Insert your content

DISCOVERY Insert your content

EVALUATION Insert your content

INTENT Insert your content

PURCHASE Insert your content

LOYALTY Insert your content

 Team Presentation
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Imani Jackson Marcos Galán Ixchel Valdía Nils Årud

JOB TITLE JOB TITLE JOB TITLE JOB TITLE
Blue is the colour of the Blue is the colour of the Blue is the colour of the Blue is the colour of the
clear sky and the deep sea clear sky and the deep sea clear sky and the deep sea clear sky and the deep sea
 Competitor Matrix
HIGH VALUE 2

Competitor
Compet
itor
Our company

Competitor

HIGH VALUE 1
LOW VALUE 1

Competitor

Competitor Competitor

LOW VALUE 2

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 Weekly Planner
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SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY

09:00 - 09:45 Task Task Task Task Task Task Task

10:00 - 10:45 Task Task Task Task Task Task Task

11:00 - 11:45 Task Task Task Task Task Task Task

12:00 - 13:15 ✔ Free time ✔ Free time ✔ Free time ✔ Free time ✔ Free time ✔ Free time ✔ Free time

13:30 - 14:15 Task Task Task Task Task Task Task

14:30 - 15:15 Task Task Task Task Task Task Task

15:30 - 16:15 Task Task Task Task Task Task Task

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