Professional Documents
Culture Documents
Note: Subjects pertain to both natural and juridical Note: Pecuniary interest need not be for the benefit of
persons. They need not be determined in the act one of the parties, it maybe for the benefit of a 3rd
constituting the obligation, but they MUST be person.
determinable in some manner. When either subject
cannot be determined the obligatory tie can have no It is a generally established principle that the prestation
effect. should be susceptible of pecuniary appreciation.
However, it need not be of an economic character to
have pecuniary value, because all interests, even moral
ones in view of the protection given to them by law,
have some pecuniary value (Tolentino, Arturo M., 3. Penal (Art. 1161) -- arises from commission of crime
Commentaries and Jurisprudence on the Civil Code of 4. Real and Personal (Art. 1163-1168).
the Philippines, 1991 ed., Vol. 4, p. 57). 5. Determinate and generic (Arts.1163-1166).
6. Positive and negative (Arts. 1167-1168).
Note: FORM is sometimes added as a sixth requisite but 7. Unilateral and bilateral (Arts. 1169-1191).
as a general rule however, it cannot be considered as a. Unilateral -- only one party is bound to perform an
essential. An obligation arising from law can be said to obligation (e.g. simple donation, to give support)
have no form at all. b. Bilateral -- also known as synallagmatic contracts
where two parties are reciprocally bound (e.g.
Primary Classifications under the New Civil Code: purchase and sale).
1. Pure & Conditional (Arts. 1179-1192).
a. Pure -- demandable at once Kinds of Obligations: It may also be classified as
b. Conditional -- fulfillment or extinguishment depends A. Viewpoint of Sanction
upon a future and uncertain event 1. Civil Obligations -- an obligation, which if not fulfilled
when it becomes due and demandable, may be
2. With a Period or Term (Arts. 1193-1198). enforced in court through an action.
Its fulfillment or extinguishment depends upon a future 2. Natural Obligations -- not based on positive law but
and certain event on equity and natural law; do not grant a right of
action to enforce their performance, but after
3. Alternative & Facultative (Arts. 1199-1206). voluntary fulfillment by the obligor, they authorize
a. Alternative -- involves multiple prestations but debtor retention of what has been delivered or rendered by
will only perform one or some but not all, depending reason thereof.
whose choice it is
b. Facultative -- multiple prestations with a principal Civil Obligation Natural Obligation
obligation and substitute prestations, choice is Article 1156 Article 1423
generally given to the obligor Based on equity and
Based on positive law
natural law
4. Joint & Solidary (Arts. 1207-1222). Enforceable by court
a. Joint -- each can be made to pay only his share in the Not enforceable by court
action or coercive
obligation action
power/authority
b. Solidary -- one can be made to pay for the whole
obligation subject to reimbursement 3. Moral Obligations -- those that cannot be enforced
by action but which are binding on the party who
5. Divisible & Indivisible (Arts. 1223-1225) makes it in conscience and natural law.
Performance of the prestation, not to thing, whether it
can be fulfilled in parts of not B. Viewpoint of Performance
1. Positive Obligation -- to give; to do
6. With a penal clause (Arts. 1226-1230). 2. Negative Obligation -- not to do
Accessory undertaking to assume greater liability in
case of a breach. C. Viewpoint of Subject Matter
1. Personal Obligation -- to do or not to do
7. Individual and collective (Arts. 1207, 1223). 2. Real Obligation -- to give
a. Individual -- involves only one subject a. Determinate or specific -- one that is
b. Collective -- involves several subjects individualized and can be identified or
distinguished from others of its kind; its loss
8. Accessory and principal (Arts. 1166, 1226). extinguishes the obligation
a. Accessory -- existence depends upon a principal b. Indeterminate or Generic -- indicated merely by
obligation (e.g. pledge, mortgage) its class or genus without being designated or
b. Principal -- exist without depending upon another distinguished from others of the same kind; its
obligation loss does not extinguish the obligation for genus
never perishes (genus nunquam perit).
Secondary Classifications under the New Civil Code: c. Limited generic thing -- when the generic objects
1. Legal (Art. 1158) -- arises from Law are confined to a particular class, e.g. an
2. Conventional (Art. 1159) -- arises from Contracts obligation to deliver one of my horses (Tolentino,
Arturo M., Commentaries and Jurisprudence on Contract is the MEETING OF THE MINDS between
the Civil Code of the Philippines, 1991 e., Vol. 4, TWO PERSONS whereby one binds himself, with
p. 91). respect to the other, to give something or to render
some service (Art. 1305).
D. Viewpoint of Person Obliged
1. Unilateral -- only one party is bound Note: Compliance in good faith is performance in
2. Bilateral -- both parties are bound accordance with the stipulation, clauses, terms and
conditions of the contract.
Sources of Obligations (Art 1157):
1. Law The terms of the contract determine the respective
2. Contracts obligations of the parties thereto. If the terms of a
3. Quasi-contracts contract are clear and leave no doubt upon the
4. Delicts contracting parties intention, such terms should be
5. Quasi-delicts applied in their literal meaning (Sps. Dumlao vs. Marlon
Realty Corp., G.R. No. 131491, August 17, 2007)
Note: The list of sources is EXCLUSIVE (Sagrado Orden
vs. Nacoco, G.R. No. L-3756, June 30, 1952). Pre-Contractual Obligations
HOWEVER, Tolentino gives another source: unilateral Can damages suffered by a party during the period of
promise. It may be based on (1) contract or (2) law. It negotiations be recovered, if the contract is not finally
may be said that customs sanction its validity perfected?
Yes. Should the offer be clear and definite and leads the
1. LAW (Ex-Lege) offeree in good faith to incur expenses in the expectation
Obligations derived from law are NOT PRESUMED. of entering into the contract; and the withdrawal of the
Only those EXPRESSLY DETERMINED in the New offer is without legitimate cause, if offeror:
Civil Code or in Special Laws are DEMANDABLE, and a. Is guilty of fault or negligence, the liability would be
shall be REGULATED by the PRECEPTS OF THE based on Quasi-Delict
LAW which establishes them (Art. 1158). b. Is not guilty of fault or negligence but the withdrawal
was based in abuse of right, the liability would be
In case of conflict between NCC and a special law, the based on Art. 19 of the NCC
latter prevails unless the contrary has been stipulated.
3. QUASI-CONTRACTS (Quasi Ex-Contractual)
In obligations arising from law, the law creates Juridical relations arising from LAWFUL, VOLUNTARY,
obligation and the act upon which it is based is nothing UNILATERAL ACTS, by virtue of which the parties
more than a mere factor for determining the moment become bound to each other, based on the principle that
when it becomes demandable. (Pineda, Ernesto L., no one shall be unjustly enriched or benefited at the
Obligations & Contracts, 1991 ed., p.10). expense of another (Art. 2142).
b.Solutio Indebiti (Payment Not Due) Note: The civil liability for crimes is extinguished by the
If something is RECEIVED when there is NO RIGHT same causes provided by the Civil Code for the
to DEMAND it, and it was UNDULY delivered through extinguishment of other obligations. Such liability
MISTAKE, the OBLIGATION TO RETURN it arises continues notwithstanding the fact that the offender has
(Art. 2154). served his sentence or has not been required to serve
the same by reason of amnesty, pardon etc.
c.Other Quasi-Contracts (also known as support
given by strangers) Rule 111 of the Criminal Procedure provides that:
Articles 2144, 2154, 2167, 2174, 2150, 2164, 2168, When a criminal action is instituted, the civil action for
2169, 2170, 2171, 2172, 2173, 2174, 2175 the recovery of civil liability arising from the offense
charged shall be DEEMED INSTITUTED with the
Note: A quasi-contract is a UNILATERAL contract criminal action UNLESS the offended party WAIVES
created by the sole act or acts of the gestor; no THE CIVIL ACTION, RESERVES THE RIGHT TO
express consent given by the other party. The consent INSTITUE IT SEPARATELY or INSTITUTES THE CIVIL
needed is provided by LAW through PRESUMPTION ACTION PRIOR THE criminal action.
(Pineda, Ernesto L., Obligations & Contracts,2000 ed.,
p.14). 5. QUASI-DELICT (Quasi Ex-Delicto)
Fault or negligence of a person who by his acts or
This consent is referred to as presumptive consent. It omissions, connected or unconnected with, but
gives rise to multiple juridical relations which result in independent from, any contractual relation, causes
obligations for the delivery of the thing or rendition of damage to another person. The equivalent of the term
service (Perez v. Pomar, 2 Phil. 682). tort in Anglo-American law.
4. DELICT (Ex-Delictu, Culpa Criminal) Whoever by act or omission causes damage to another,
Civil obligations arising from CRIMINAL OFFENSE shall there being FAULT or NEGLIGENCE, is OBLIGED to
be governed by the PENAL LAWS (Art. 1161). pay for the damage done (Art. 2176).
Every person criminally liable for a felony is also civilly Art. 2176, where it refers to fault or negligence, covers
liable (Art. 100, Revised Penal Code). not only acts not punished by law but also acts criminal
in character, whether intentional or voluntary or
Civil liability may be in the form of Restitution, negligent (Elcano vs. Hill, G.R.No. L-24303, May 26,
Reparation of damage caused, or Indemnification for 1977).
consequential damages.
It is based on the undisputed principle of equity that fault
General rule: Civil liability is a NECESSARY or negligence cannot prejudice anyone else besides its
CONSEQUENCE of criminal liability. author and in no case should its consequences be
borne by him who suffers the harm produced by such
Reason: The commission of a crime causes not only fault or negligence.
moral evil but also material damage.
Note: It has been ruled that tort liability can exist even if
Exception: Treason, Rebellion, Gambling there are already contractual relations, but this should
be interpreted to mean that the tort liability itself does
Article 12 of the Revised Penal Code, provides for not arise because of the contract, but because of some
exempting circumstances and as such the perpetrator other fact (Paras, Edgardo L., Civil Code of the
do not incur CRIMINAL LIABILITY but is NOT EXEMPT Philippines Annotated V, 2008 ed., p.1102).
from civil liability. These are:
1. Imbecile or insane person (unless acting in lucid Fault or Negligence
interval Negligence is the failure to observe for the protection of
2. Person below 18 years old the interests of another person, that degree of care,
3. Acting under compulsion of an irresistible force precaution and vigilance which the circumstances justly
4. Acting under the impulse of an uncontrollable fear of demand (US vs. Barrias, 23 Phil. 434).
an equal or greater injury.
Test of Negligence: Would a prudent man, in the
position of the person to whom negligence is attributed,
Elements of Quasi-delicts?
foresee harm to the person injured as a reasonable Distinction between delict & quasi-delict
consequence of the course about to be pursued? If so, Delict Quasi-delict
the law imposes a duty upon him to refrain from that
course or take precautions, and failure to do so Public Right: wrong Private Right: wrong
constitutes negligence. against the State against the individual
Criminal intent is not
Elements of Negligence: Criminal intent is
necessary for it is possible
1.The fault or negligence of the defendant; necessary for the
that there is NO criminal
2.The damage suffered or incurred by the plaintiff; and existence of liability
charge but only civil
3.The relation of cause and effect between the fault or liability for damages
negligence of the defendant and the damage incurred
by the plaintiff. Not as broad as quasi- Actionable in any act or
delict, can be punished omission wherein fault or
A single act or omission can give rise to different causes only when there is a penal negligence intervenes
of action, subject to the prohibition against double law clearly penalizing it
recovery under the Rules of Court. Form of redress is either Either by compensation or
fine or imprisonment or indemnification
Obligations arising from quasi-delict are demandable not both
only from the person directly responsible for the damage
incurred, but also against the persons mentioned in Art. Must be proven beyond Requires preponderance
2180. reasonable doubt of evidence
Can never be Can be compromised as
Kinds of Negligence:
compromised any other civil liability
1. Culpa Aquilana -- quasi-delict; negligence as a
source of obligation Employers liability is Employers liability is
2. Culpa Contractual -- negligence in the performance of subsidiary. The employee primary can be sued
a contract must have first been directly by the injured party
3. Culpa Criminal -- criminal negligence convicted and sentenced and may recover from his
to pay civil indemnity and it employee
Distinctions between Culpa Aquilana & Culpa must be shown that he is
Contractual insolvent.
Culpa Aquilana Culpa Contractual
Negligence as a source of Negligence in the Employer is liable only All employers whether they
obligation performance of a contract when he is engaged in are engaged in some
Fault or negligence which some kind of business or enterprise or not are liable,
Fault or negligence of the industry this includes house
constitutes an independent
debtor as an incident in helpers.
source of obligation
the fulfillment of an
between parties not
existing obligation
previously bound
N ATURE AND E FFECTS OF
Diesel construction case* O BLIG ATION
-1167? Does not apply when personal or special
qualifications is the principal motif of the creation of
the obligation I. OBLIGATION TO GIVE (REAL)
Chavez v. Gonzales case
DETERMINATE OR SPECIFIC THING DUTIES OF THE
OBLIGOR
Proximate v. Contributory negligence
1. Deliver the thing itself
Also, failure to preserve the specific thing would give Note: The ownership of things is transferred not only by
rise to liability for damages unless due to a mere agreements but by delivery (Non Nudis Pactis,
FORTUITOUS EVENTS/ FORCE MAJEURE. Sed Traditione Domina Rerum Transferentur).
If the law or contract does not state the diligence which When does the obligors obligation to deliver arise?
is to be observed in the performance, that which is a. If obligation is based on law, quasi-delict, quasi-
expected of a good father of a family shall be required contract or crime, the specific provisions of applicable
(Art. 1173 Par 2). law shall determine when the delivery shall be
effected.
Diligence b. If obligation is subject to a suspensive condition, it
It is the attention and care required of a person in a arises from the happening of the condition.
given situation and is the opposite of negligence. c. If obligation is subject to a suspensive term or period,
it arises upon the lapse of the term.
Kinds: d. If obligation is not subject to any of the foregoing, it
a. Simple diligence arises from the constitution or perfection of the
b. Extraordinary Diligence obligation.
c. Diligence of a good father of a family/Bonos Pater
Familia -- measure of prudence or activity as is properly Principle of Balancing of Equities as Applied in
to be expected from, and ordinarily exercised by a Actions for Specific Performance
reasonable and prudent man under the particular In specific performance, equity requires that the contract
circumstances (Blacks Law Dictionary, 6th Ed., p.457). be just and equitable in its provisions, and that the
consequences of specific performance likewise be
3. Deliver the ACCESSIONS and ACCESSORIES equitable and just. The general rule is that this equitable
General rule: Obligation to give a determinate thing relief will not be granted if the result of the specific
includes that of DELIVERING ALL its ACCESSIONS & performance of the contract would be harsh, inequitable,
ACCESSORIES, even though they may not have been oppressive or result in an unconscionable advantage to
mentioned (Art. 1166). the plaintiff (Agcaoili vs. GSIS, G.R. No. 30056, August
30, 1988).
Exceptions: By contrary intention of the parties
Kinds of Fruits
1. Natural -- spontaneous products of the soil, the young
without intervention of human labor.
DUTIES OF THE OBLIGOR: When the obligation consists in not doing, and the obligor
1. To deliver the thing of the quality intended by the does what has been forbidden him, it shall also be undone
parties, taking into account the purpose of the at his expense (Art. 1268).
obligation, intent of the parties and other circumstances;
2. To be liable for damages in case of breach due to DUTIES OF THE OBLIGOR:
delay, fraud, negligence or contravention of the tenor 1. Not to do what should NOT be done
thereof (Art. 1170). 2. To shoulder the cost to UNDO what should not have
been done
CORRELATIVE RIGHTS OF THE OBLIGEE: 3. To pay damages
1. Right to ask for rescission
2. Right to damages due to:
a. failure to deliver
Note: The law prohibits the renunciation of action Culpa Culpa Culpa
for damages on the ground of future fraud but it DOES contractual aquiliana criminal
NOT prohibit fraud ALREADY COMMITTED. Negligence is
merely
Kinds of Fraud: Negligence is Negligence
incidental to the
1. Fraud in the performance of the obligation (Art.1171). direct, is direct,
performance of
2. Fraud in the execution/ creation/ birth of contract substantive, substantive,
an obligation
a. Dolo Causante (Art. 1344). and and
already existing
b. Dolo Incidente (Art. 1338). independent independent
because of a
contract
2. NEGLIGENCE (Culpa) There may or
The fault or negligence of the obligor consists in the There is always No pre-
may not be a
OMISSION OF THAT DILIGENCE which is required by a pre-existing existing
pre-existing
the NATURE of obligation and corresponds with the contractual contractual
contractual
circumstances of the persons, of the time and place relation relation
relation
(Art. 1173 Par 1). Source of Source of
Source of
obligation: obligation:
In case of fraud, bad faith, malice or wanton attitude, obligation:
breach or defendants
the obligor shall be responsible for ALL DAMAGES defendants
nonfulfillment of negligent act
which may be REASONABLY ATTRIBUTED to the non- criminal act
contract or omission
performance of the obligation (Art. 2201 Par 2). Requires proof Requires proof Requires
by by proof beyond
Negligence preponderance preponderance reasonable
Any voluntary act or omission, there being no malice, of evidence of evidence doubt
which prevents the normal fulfillment of an obligation Defense of a
good father
Effects of Negligence: of a family in
a. Damages are demandable which the court may the selection
regulate according to circumstances; and Defense of a
and
b. Invalidates defense of fortuitous event. good father of a Defense of a
supervision
family in the good father of
of
Kinds of Negligence: selection and a family in the
employees is
a. Civil Negligence supervision of selection and
NOT proper.
i. Culpa contractual -- fault or negligence of obligor by employees is supervision of
The
virtue of which he is unable to perform his NOT a proper or employees is a
employees
obligation arising from a pre-existing contrac complete proper and
guilt is
ii. Culpa aquiliana/quasi-delict -- fault or negligence of defense, though complete
automatically
a person, whose failure to observe the required it may mitigate defense
the
diligence to the obligation causes damage to damages
employers
another guilt if the
former is
The negligence of the defendant in both cases is insolvent.
characterized by the omission of that diligence which Proof of
is required by the nature of the obligation and existence of a Accused is
corresponds with the circumstances of the persons, of Plaintiff has to
contract and presumed
the time and of the place. prove
breach thereof innocent until
negligence of
gives rise to a the contrary
b.Culpa Criminal -- fault or negligence which results in the defendant
presumption of is proved
the commission of a crime. fault
If the negligent act or omission of the obligee was the In RECIPROCAL obligations, neither party incurs delay
proximate cause of the event which led to damage or if the other DOES NOT COMPLY or is NOT READY to
injury complained of, he cannot recover. comply in a PROPER MANNER with what is
INCUMBENT upon him. From the moment one of the
Robbery, per se, like carnapping, does NOT foreclose parties fulfills his obligation, delay by the other begins.
the possibility of negligence. It is not a fortuitous event
(Sicam, et al. vs. Jorge, GR No. 159617, August 8,
2007).
Requisites: Requisites:
i. Prestation is demandable and already liquidated a. Offer of performance by the debtor who has the
Note: There is no delay in natural obligations for required capacity;
the performance of such is optional and voluntary. b. Offer must be to comply with the prestation as it
should be performed;
ii. The debtor is in delay of the performance due to c. Creditor refuses the performance without just
causes imputable to him and not by acts such as cause.
fortuitous events
iii. The creditor requires or demands the performance Effects of Mora Accipiendi:
judicially or extrajudicially. a. Responsibility of the debtor for the thing is reduced
and limited to fraud and gross negligence.
If extrajudicial: date of demand b. Debtor is exempted from the risks of loss of the
If uncertain: date of filing of complaint thing, which automatically passes to the creditor.
c. All expenses incurred by the debtor for the
Note: A mere reminder cannot be considered a preservation of the thing after the delay shall be
demand for performance, because it must appear that chargeable to the creditor.
the tolerance or benevolence of the creditor must d. The creditor becomes liable for damages.
have ended (Tolentino, Arturo M., Commentaries and e. The debtor may relieve himself of the obligation by
Jurisprudence on the Civil Code of the Philippines, consignation of the thing.
1991 ed., Vol. 4, p 102). f. If the obligation bears interest, the debtor does not
have to pay from the moment of the mora;
Commencement of a suit is sufficient demand
(Palmares vs. CA, G.R. No. 126490, March 31, 1998) Remedy:
a. Consign it in court
But even without demand, debtor incurs delay if he b. Keep it to himself (hes not liable for damages)
acknowledges his delay such as requesting for an
extension of time for payment. 3. Compensation Morae -- delay of the parties in a
reciprocal obligation
Cessation of the Effects of Delay (mora) Note: Debtor cannot avoid obligation by paying
The benefits arising from default or delay may cease damages if the creditor insists on the performance.
upon (1) renunciation by the creditor, express or implied
and (2) prescription. c. Action for Substituted Performance or Undoing of
Poor Work (in obligation to do)
4. Contravention of Tenor
Under Art. 1170, the phrase in any manner contravene If a person obliged to do something fails to do it, the
the tenor of the obligation includes not only any illicit SAME shall be executed at HIS COST. This same
act which impairs the strict and faithful fulfillment of the rule shall be observed if he does it in
obligation, but also every kind of defective CONTRAVENTION OF THE TENOR of the
performance. obligation. Furthermore, it may de decreed that what
has been done poorly be UNDONE (Art. 1167).
Unless excused in proper cases by fortuitous event
d. Action for Undoing (in obligation not to do)
Note: The following do not excuse fulfillment:
a. Increase in cost of performance General rule: When the obligation consists in NOT
b. Poverty DOING, and the obligor does what has been
c. War between the subjects of a neutral country forbidden him, it shall be UNDONE at his EXPENSE
(Art. 1168).
REMEDIES OF CREDITOR IN CASE OF BREACH
Primary Remedies: Exceptions: When the only feasible remedy is
1. Action for Performance (Specific Performance or indemnification for the damages cause by reason
Substituted Performance) that:
2. Action for Damages (exclusively or in addition to action i. it has become impossible to undo the thing
for performance) physically or legally.
3. Action for Rescission ii. if the act is definite and will not cease even if
undone.
Subsidiary Remedies:
1. Accion Subrogatoria 2. ACTION FOR DAMAGES
2. Accion Pauliana Recoverable damages include ANY and ALL damages
3. Other Specific Remedies that a human being may suffer. Responsibility for
damages is INDIVISIBLE.
3. ACTION FOR RESCISSION patrimony of the debtor the product of such action, and
The POWER to RESCIND obligation is IMPLIED in then obtain therefrom the satisfaction of his own credit.
RECIPROCAL OBLIGATIONS, in case one of the
obligors should not comply with what is incumbent upon Right to be subrogated to all the rights and actions of
him (Art. 1191). the debtor save those which are inherent in his person.
The injured party may choose between FULFILLMENT Note: The creditor is entitled only to so much as is
and RESCISSION of the obligation, with the payment of needed to satisfy his credit and any balance shall
damages in either case. pertain to the debtor.
Should he choose fulfillment and the same should RIGHTS OF THE CREDITOR:
become impossible, the injured party may still seek for a. Levy by attachment and execution upon all the
rescission. property of the debtor, except such as exempt by law
from execution.
Note: The court SHALL decree the rescission claimed b. Exercise all the rights and action of the debtor, except
UNLESS there be a just cause authorizing the fixing of the such as inherently personal to him.
period. c. To ask for rescission of the contracts made by the
debtor in fraud of their rights.
BREACH BY BOTH PARTIES:
1. If first infractor can be determined, his liability shall be Requisites:
EQUITABLY TEMPERED by the courts (Art. 1192). a. Debtor to whom the right of action properly pertains
2. If the first infractor cannot be determined, the obligation must be indebted to the creditor
shall be EXTINGUISHED and EACH shall bear his own b. Creditor must be prejudiced by the inaction or failure
damages (Art. 1192). of the debtor to proceed against the third person
c. Creditor must have first pursued or exhausted all the
Note: The remedy under Art. 1191 is ALTERNATIVE. properties of the debtor which are not exempted for
Party seeking rescission can only elect one between execution.
fulfillment and rescission. There can be no partial
performance and partial rescission. There is no change of creditor in accion subrogatoria.
The creditor merely acts in the name and for the
The remedy only applies to RECIPROCAL OBLIGATIONS account of the debtor after exhausting all of the assets
as when there is reciprocity between the parties. of the latter.
Rescission required JUDICIAL APPROVAL to produce In order to exercise the accion subrogatoria, a previous
LEGAL EFFECT approval of the court is not necessary (Tolentino, Arturo
M., Commentaries and Jurisprudence on the Civil Code
Effects of Rescission of the Philippines,1991 ed., Vol. 4, p.138).
1. Extinguishes obligatory relation as if it had never been
created; extinction has a retroactive effect. EXCEPTIONS TO ACCION SUBROGATORIA:
2. Mutual restitution a. Inherent rights of the debtor
i. Right to existence
SUBSIDIARY REMEDIES: ii. Rights or relations of a public character
1. To exhaust the property in possession of the debtor iii. Rights of an honorary character
generally by attachment, subject to exemptions iv. Rights consisting of powers which have not been
provided by law used (i.e., the power to carry out an agency or
deposit)
Note: Correlate with Art 2236 which states that the v. Non-patrimonial rights (i.e., the action for legal
debtor is liable with all his property, present and future, separation or annulment of marriage)
for the fulfillment of his obligations subject to vi. Patrimonial rights not subject to execution (i.e.,
exemptions provided by law. right to a government gratuity or pension)
vii.Patrimonial rights inherent in the person of the
2. Accion Subrogatoria (Subgratory Action) debtor (i.e., right to revoke a donation by reason of
Action which the creditor may exercise in place of the ingratitude)
negligent debtor in order to preserve or recover for the
b. Only those who at the time of the donors death have liabilities are not (4 Tolentino p. 140). Ruggiero, however,
a right to the legitime and their and successors in maintains that the accion pauliana covers also acts of the
interest may ask for the reduction or inofficious debtor which tend to make his economic condition more
donations (Art. 772). serious, such as when he contracts new obligations.
3. Accion Pauliana - creditors have the right to set aside Note: 2nd and 3rd remedies are subsidiary to the 1st. It can
or revoke acts which the debtor may have done to only be availed of in the absence of any other legal
drefaud them. remedy to obtain reparation for the injury.
Note: All acts of the debtor which reduce his patrimony Take note of the cases of accion directa under the Civil
in fraud of his creditors, whether by GRATUITOUS or Code in which a person may directly sue another even if
ONEROUS title, can be revoked by this action. there is no privity of contract between them (Arts. 1652,
1608, 1729, 1893)
BUT
Payments of PRE-EXISTING OBLIGATIONS which are TRANSMISSIBILITY OF RIGHTS
already DUE, whether NATURAL or CIVIL, cannot be
impugned by this action. Transmissibility of Rights Acquired by Virtue of an
Obligation (Art. 1178)
Requisites:
a. Creditor has a credit prior to the alienation by the General Rule: Rights acquired by virtue of an obligation
debtor, although demandable later. are transmissible in character.
b. Debtor has made a subsequent contract , giving
advantage to a 3rd person. Exceptions:
c. Creditor has no other remedy but to rescind the 1. When prohibited by LAW which are purely personal in
debtors contract to the 3rd person. character.
d. Act being impugned is fraudulent. 2. When prohibited by PERSONAL QUALIFICATION or
circumstances of the transferor which is material
Note: Presumption of fraud may be found in Art. ingredient attendant in the obligation.
1387 (gratuitous transfer without leaving sufficient 3. When prohibited by STIPULATION of the parties.
funds for obligations or gratuitous transfer by
judgment debtor). EXTINGUISHMENT OF LIABILITY IN CASE OF
BREACH DUE TO FORTUITOUS EVENT
4. Third person who received the property is an Except in cases EXPRESSLY specified by law, or when it
accomplice in the fraud. is otherwise declared by stipulation, or when the NATURE
of the obligation requires the ASSUMPTION OF RISK, NO
Difference between Accion Subrogatoria & Accion PERSON shall be RESPONSIBLE for those events which
Pauliana COULD NOT be FORESEEN or which, THOUGH
foreseen, were INEVITABLE (Art. 1174).
Accion Subrogatoria Accion Pauliana
Fortuitous Event (Force Majeure/Caso Fortuito)
1. By Nature or Acts of God (i.e., earthquakes, storms,
1.Credit must have existed floods etc.) -- absolutely independent of human
1.Not essential that credit
before debtors intervention.
is prior to the acquisition
fraudulent act. 2. By the act of man or force majeure (i.e., armed
of debtors right.
2. Intent to defraud creditor invasion, attack by bandits, robbery etc.) -- an event
2. Intent to defraud creditor
is required. which arises from legitimate or illegitimate acts of
is not required.
3. Action prescribes within persons other than the obligor.
3.No period of prescription.
four years from the
discovery of the fraud. Requisites:
1. Event must be independent of the will of the obligor;
New debts contracted by an insolvent debtor are NOT 2. It must be either unforeseeable or inevitable;
included within the scope of accion pauliana because only 3. Must be of such a character as to render it impossible
acts which impair the assets of the debtor are covered by for the obligor to fulfill his obligation in a normal manner;
the provision and those which merely increase his and
4. Obligor must be free from any participation in the Principle of Assumed or Created Risk
aggravation of the injury resulting to the obligee. Based on the doctrine of volenti non fit injuria -- no wrong
is done to one who consents.
Note: It must not only be the proximate cause but it must
be the ONLY and SOLE CAUSE. As applied to obligations, it refers to situations in which
the obligor, with full knowledge of the risk enters into
Note: Fortuitous event includes unavoidable accidents, some relation with the obligee (Jurado, Desiderio P.,
even if there has been an intervention of human element, Comments and Jurisprudence on Obligations and
provided fault or negligence cannot be imputed to the Contracts, 2010 ed., p.98).
debtor.
The event which produces loss may be fortuitous event
Contributory negligence of the debtor renders him liable typical of a particular kind of business, such as derailment
despite the fortuitous event; courts may equitably mitigate of a train; it is only just that those who are injured thereby
damages. be indemnified by the transportation company. This
liability, however, cannot extend to dangers which are not
If the negligence was the proximate cause, the obligation typical of the business such as lightning or earthquake
is not extinguished. It is converted into a monetary (Tolentino, Arturo M., Commentaries and Jurisprudence
obligation for damages. on the Civil Code of the Philippines, Vol. 4, p 134 [1991]).
Liability in case of fortuitous event: Extinguishment of Interest and Prior Installments (Art.
1176)
General Rule: No liability in case of fortuitous Receipt of the principal (or later installment) without
event. reservation as to the interest (or prior installment) shall
give rise to a disputable presumption that the interest (or
Exceptions: prior installment) has been paid.
1. When expressly declared by law
e.g. Article 552(2), 1165(3), 1268, 1942, 2147, 2148, The presumptions in Art.1176 do not apply
2001, 1198 and 2159 of the Civil Code. 1. When there is a reservation made orally or in writing
2. When expressly declared by stipulation or contract 2. If the receipt does not recite that it was issued for a
3. When the NATURE of the obligation requires the particular installment due as when the receipt is only
assumption of risk dated
Note: The principle is based on social justice. 3. To payment of taxes
4. Where non-payment of the prior obligations has been
4. When the object of the prestation is generic proven
Note: Fluctuation of currencies is not considered as a
fortuitous event since the fluctuation rate is foreseeable. D IFFERENT K INDS OF
If considered fortuitous, it will set a precedent such that
there will be a shift of burden to banks.
O BLIG ATIONS
The general rule in Art. 1174 can be applied only to Pure Obligations
obligations to give determinate things and not to generic Obligations whose performance DOES NOT depend upon
ones. a FUTURE or UNCERTAIN event or upon a past event
UKNOWN to the parties is DEMANDABLE AT ONCE (Art.
Where the contract stipulated that in case of a fortuitous 1179 Par 1).
event, the period provided in the contract for delivery shall
be suspended, the period of time when the contract was Obligations which contains no terms or conditions
suspended CANNOT be deducted from the term of the whatever upon which depends the fulfillment of the
contract because to add the said years upon the obligation contracted by the obligor.
resumption of the contract would in effect be an extension
of the contract (Victorias Planters Assoc, Inc vs. Victorias Note: Though demandable at once, the debtor should be
Milling Co, G.R. No. L-6648, July 25, 1955). given a reasonable period to perform the obligation
depending on the nature and complexity of such.
A demand note is subject to neither a suspensive and the prescription of the action must still be
condition nor a suspensive period. The demand is not a computed from the moment of the happening of the
condition precedent, since the effectivity and binding suspensive condition.
effect of the note does not depend upon the making of the
demand. It follows therefore, that a demand note is strictly In obligations to give
a pure obligation, and payment therefore is immediately Ratio: the condition is only an accidental element of a
demandable in the absence of other restrictions. contract. An obligation can exist even without being
subject to a condition
Conditional Obligations
Obligations in which the ACQUISITION of RIGHTS as well Rule on retroactivity has no application to:
as the EXTINGUISHMENT or LOSS of those ALREADY i. Real contracts; they are perfected only by delivery
acquired, shall DEPEND upon the HAPPENING of the of the object of the obligation; principle only applies
EVENT which constitutes the condition (Art. 1181). to consensual contract
ii. Contracts in which the obligation arising therefrom
Characteristics of Conditional Obligations: can only be realized within successive periods or
1. Every future and uncertain event upon which an intervals (e.g. lease, hire of service, life annuity).
obligation or provision is made to depend.
2. Even though the event is uncertain, it should be Retroactive effect as to the fruits and interests in
POSSIBLE. obligations to give:
3. The condition must be imposed by the WILL of the party i. In Reciprocal Obligations: no retroactivity --
and NOT a necessary legal requisite. mutually compensated (fruits may be natural,
4. Past event but unknown to parties (the knowledge to be industrial or civil
acquired in the future of a past event which at that ii. In Unilateral Obligations: no retroactivity, debtor
moment is unknown to parties interested - it is only in appropriates the fruits and interests received
that sense that the event is be deemed uncertain). because it is usually gratuitous unless intention
was otherwise, as inferred from nature and
Note: When the debtor binds himself to pay when his circumstances
means permit him to do so, the obligation shall be
deemed to be one with a period (Article 1180). In obligations to do or not to do (personal
obligations): No fixed rule; Courts are empowered to
In this case, the creditor must first ask the court to fix the determine the retroactive effect of the suspensive
period, otherwise the action to collect the debt would be condition.
premature.
Note: This rule also applies to an obligation w/
Effects of Failure to Comply with Condition: resolutory condition (Art. 1190, par. 3).
1. If condition is imposed on the PERFECTION of a
contract -- results in the failure of the contract b. Resolutory - fulfillment of the condition results in
2. If condition is imposed on the PERFORMANCE of the extinguishment of rights arising out of the obligation.
obligation -- gives the other party an option either to
refuse to proceed with the compliance of the obligation 2. As to the origin of condition
or to waive the condition. a. Potestative - one which depends upon the will of one
of the contracting parties; it is in the power of one of
Classifications of Conditions: the parties to realize or to prevent.
1. As to the effect of obligation
Kinds:
a. Suspensive -- the obligation arises, but if the i. Simple Potestative -- presupposes not only a
condition DOES NOT happen, the obligation does not manifestation of will but also the realization of an
come into existence. external act of a 3rd party.
Principle of retroactivity in suspensive condition Note: Does not prevent formation of a valid
(Art. 1187) obligation because in part it depends on
The principle of retroactivity, under Art. 1187, is contingencies over which the debtor has no
limited to the effects of the obligation. The cause of control.
action for the enforcement of the obligation accrues
Note: If the obligation is divisible, that part not 2. Resolutory condition obligation becomes demandable
affected by the impossible or unlawful condition shall immediately after its constitution and rights are
be VALID. immediately vested in the obligee, but such rights are
always subject to the threat or danger of extinction.
Principle of Indivisibility of Conditions Principle of retroactivity applies (Art. 1190 par. 1).
The indivisibility of the condition passes to the heirs of a. Before fulfillment - right recognized in Art. 1188, par.
the debtor: hence, some heirs cannot demand partial 1 in case of a suspensive condition should likewise be
performance of the obligation by offering to fulfill part available in obligations with a resolutory condition.
of the condition corresponding to them. b. After fulfillment - Whatever may have been paid or
delivered by one or both of the parties upon the
Exception: The condition may de divisible: constitution of the obligation shall have to be returned
upon the fulfillment of the condition. There is a return 3. Only the affected obligation is void -- if the obligation is
to the status quo. divisible, the part not affected by the impossible
condition shall be valid.
Aside from the actual things received, the fruits or the 4. Only the condition is void -- if obligation is pre-existing,
interests thereon should also be returned after not depending on fulfillment of the condition which is
deducting the expenses made for their production, impossible for its existence, only the condition is void.
gathering and preservation. 5. Condition considered not imposed - if
impossible/unlawful condition is attached to a simple or
When condition is not fulfilled, rights are consolidated remuneratory donation as well as to a testamentary
and they become absolute. disposition, condition is considered not imposed while
the obligation is valid.
3. Potestative condition
a. When it depends exclusively upon the will of creditor Note: The impossibility of the condition must exist at the
- condition and obligation is valid. time of the creation of the obligation; a supervening
b. When it depends exclusively upon the will of debtor in impossibility does not affect the existence of the
case of a suspensive condition condition and obligation.
obligation are void; to allow such condition would be
to sanction illusory obligation, in direct contravention Effects of positive and negative condition (Art. 1184-
of the principle announced in Art. 1308. 1185):
c. When it depends exclusively upon the will of debtor in In positive condition, obligation is extinguished as soon as
case of a resolutory condition condition and the time expires or if it becomes indubitable that the event
obligation is valid; the position of the debtor is exactly will not take place.
the same as the creditor in a suspensive condition
and does not render the obligation illusory. In negative condition, the obligation is effective from the
moment the time indicated has lapsed, or if it has become
Note: If the obligation is a pre-existing one, and does evident that the event cannot occur, although the time
not depend for its existence upon the fulfillment by the indicated has not yet lapsed.
debtor of the potestative condition, only the condition is
void leaving unaffected the obligation itself. Here, the The intention of the parties, taking into consideration the
condition is imposed not on the birth of the obligation nature of the obligation, shall govern if no time has been
but on its fulfillment (valid obligation). fixed for the fulfillment of the condition.
If condition is declared void but the obligation is still Doctrine of constructive fulfillment of suspensive
valid, in converting the obligation into a pure and condition (Art. 1186)
demandable one, an arrangement may be enforced
which is not within the contemplation of the parties. The 1. Condition is deemed fulfilled when the obligor actually
best solution is to consider the parties as having prevented the obligee from complying with the
intended a PERIOD within which the valid obligation is condition; prevention must have been voluntary or willful
to be complied with such that the creditor should ask the in character.
court to fix a period for compliance. (Patente vs.
Omega, G.R. No. L-4433, May 29, 1953). Reason: One must not profit by his own fault.
4. Casual condition - the obligation and condition shall
take effect. 2. Doctrine applies only to suspensive condition. It can
5. Mixed condition - the obligation and condition shall take have no application to an external contingency which is
effect. lawfully within the control of the obligor (Taylor vs. Uy
Tieng Pao, GR No. L-16109, October 2, 1922).
Effects of impossible conditions (Art. 1183):
1. Conditional obligation is void -- both obligation and 3. The mere intention of the debtor to prevent its
condition are void. happening or the mere placing of ineffective obstacles
2. Conditional obligation is valid -- if condition is negative, to its compliance, without actually preventing fulfillment
it is disregarded and obligation is rendered pure and is not sufficient (Manresa).
valid.
Note: When the voluntary act of the debtor did not have
for its purpose the prevention of the fulfillment of the
General Rule: If one of the parties fails to comply with Right to Rescind NOT Absolute
what is incumbent upon him, there is a right on the part of The court is given discretionary power to fix a period
the other to rescind (or resolve) the obligation (tacit within which the obligor in default may be permitted to
resolutory condition). comply with what is incumbent upon him (Art. 1191 par.
3). But the discretionary power of the court cannot be
Implied in reciprocal obligations and is more appropriately applied to reciprocal obligations arising from a contract of
referred to as RESOLUTION. lease because they are governed by Art. 1659.
Based on breach of faith, violative of reciprocity between The termination of a contract must not be contrary to law,
the parties, committed by the person who is supposed to morals, good customs, public order or public policy.
comply with the obligation as compared to the rescission
referred to in Art. 1380 which involves damage or lesion, Waiver of Right
or injury to the economic interest of a person. The right to rescind may be waived, expressly or impliedly
(Sps. Francisco vs. DEAC Construction, Inc., et al, G.R.
Permitted only for such breaches as are substantial and No. 171312, February 4, 2008).
fundamental as to defeat the object of the parties in
making the agreement (Universal Food Corp. vs. CA, G.R. Effects:
No. L-29155, May 13, 1970). 1. If there is a stipulation granting the right of rescission on
the part of the aggrieved party and he validly rescinds
Can be demanded only if the plaintiff is ready, willing, and the contract pursuant to such express grant, any court
able to comply with his own obligation and the other is not decision adjudging the propriety of the rescission extra-
(Seva vs. Berwin, G.R. No. L-24321, January 11. 1926), judicially made is NOT the REVOCATORY act of
and the party who has not performed his part of the rescission but merely DECLARATORY or an affirmation
agreement is not entitled to sue/ rescind; the right belongs of the revocation (De Luna vs. Abrigo, G.R. No. 57455,
to the injured party. January 18, 1990).
2. The decree of rescission shall be without prejudice to
A right which belongs to the injured party alone (Mateos the rights of third persons who have acquired the thing
vs. Lopez, 6 Phil. 206). in accordance with Arts. 1385 and 1388 and Mortgage
Law (Art. 1191 par. 4).
Must be invoked judicially UNLESS contract contains a
facultative resolutory provision, in which case, judicial Art. 1191 does NOT apply to the following:
permission to cancel or rescind the contract is no longer 1. Contracts of partnership where a partner fails to pay the
necessary act of rescission must be communicated to whole amount which he has bound to contribute to the
other party (Jison vs. CA, G.R. No. L-45349, August 15, common fund (see Arts. 1786 and 1788).
1988). 2. Sales of real or personal property by installments. The
first being governed by Recto Law while the latter is
Mere failure of a party to comply with what is incumbent governed by Maceda Law.
upon him does not ipso jure produce the rescission or 3. Action for rescission is not required upon breach of
resolution of the obligation. compromise agreement; Article 2041 confers upon the
party concerned the authority to regard it as rescinded
and to insist upon the original demand.
Alternative remedies of injured party (Art. 1191, par. 2): Note: A DAY CERTAIN is understood to be that which
1. Fulfillment of the obligation with damages must necessarily come, although it may not be known
when. If the uncertainty consists in WHETHER THE DAY
Even after the injured party has chosen fulfillment and will COME or NOT, the obligation is a conditional one.
such fulfillment should become impossible, he can still
seek the rescission of the obligation. When the debtor bind himself to pay WHEN his MEANS
PERMIT him, the obligation shall be deemed to be one
2. Rescission of the obligation with damages with a period (Art. 1180).
court to fix the duration of c. Judicial - set my courts in case of implied and
the obligation indefinite period
4. If the debtor binds himself when his means permit him 6. He attempts to abscond.
to do so (Art. 1180).
It is not essential that there be actual absconding.
Note: The remedy cannot be applied to contract of
services and pure obligations. The period of employment Note: If IMPAIRMENT is without the fault of the debtor, he
is understood to be implicitly fixed, in default of express shall retain the right.
stipulation, by the period for the payment of the salary of
the employee in accordance with customs. When obligations comprehend several objects it may
be:
Applies to a lease agreement where a contract of lease 1. Conjunctive - when all the objects or prestations are
clearly exists. demandable at the same time.
2. Distributive- when only one is demandable. It may
The fulfillment of the obligation cannot be demanded until either be alternative or facultative.
after the court has fixed the period and such period has
arrived. Such technicality need not be adhered to when a ALTERNATIVE AND FACULTATIVE OBLIGATIONS
prior and separate action would be a mere formality and 1. Conjunctive - all prestations must be performed to
would serve no other purpose than to delay (Borromeo vs. extinguish the obligation; or
CA, G.R. No. L-22962, September 28, 1972). 2. Disjunctive - one or some prestations must be
performed to extinguish the obligation
There can be no possibility of any breach of contract or a. Alternative
failure to perform the obligation unless the period is fixed b. Facultative
by courts.
ALTERNATIVE OBLIGATION:
It is NOT necessary that the creditor, in his complaint, The debtor must perform one of several obligations, the
must expressly ask the court to fix the duration of the term choice belongs to the debtor UNLESS expressly given to
or period, such may be granted although the complaint the creditor (Art. 1200).
does not ask for such relief where the essential
allegations of the pleadings describe an obligation with an Limitation: The debtor shall have NO right to choose
indefinite period. those prestations which are impossible, unlawful or which
could not have been the object of the obligation (Art.
Once fixed by court, the period can no longer be judicially 1200, Par. 2).
changed. However, Art. 1197, par. 3 does not prohibit
parties to set a different period than that fixed by court. Note: Grant of choice to creditor cannot be implied. Also,
right of choice may be entrusted to a third person.
When Debtor Loses Right to Make Use of Period (Art.
1198): A person ALTERNATIVELY BOUND by different
1. He becomes insolvent, unless he gives a guaranty or prestations shall completely perform one of the (Art 1199,
security for the debt (the insolvency need not be Par. 1).
judicially declared).
2. He does not furnish to the creditor the guaranties or Limitation: The creditor cannot be compelled to receive
securities which he has promised. part of one and part of the other undertaking (Art. 1199,
3. If, after their establishment, the guaranty or security is Par. 2).
impaired through the fault of the debtor, he shall lose
his right to the benefit of the period; however, if it is Effect of Notice of Choice:
impaired without his fault, he shall retain his right. 1. Limits the obligation to the object or prestation selected
with all the consequences which the law provided.
Note: Impairment need not be total. 2. The obligation is converted to a simple obligation to
perform the prestation chosen.
4. If the guaranty or security disappears through any 3. Once the selection has been communicated, it becomes
cause, even without the fault of the debtor. irrevocable.
5. He violates any undertaking, in consideration of which
the creditor agreed to the period (i.e. if an employee
commits a substantial breach of his employment
contract, the employer may terminate the employment).
When Notice Produces Effect: SERVICE which LAST became IMPOSSIBLE (Art. 1204,
Par. 2).
The CHOICE shall PRODUCE effect EXCEPT from the
TIME it has been COMMUNICATED (Art. 1201). Damages other than the above-mentioned may also be
rewarded (Art. 1204, Par. 3).
Notice of selection may be in any form provided that it is
sufficient to make the other party know that the election When Alternative Obligation Cease to be such:
has been made. It may be: When the CHOICE has been EXPRESSLY given to the
1. Orally CREDITOR, the obligation shall CEASE to be alternative
2. In Writing from the day when the SELECTION has been
3. Tacitly communicated to the debtor (Art. 1205 Par. 1).
a. Performance by the debtor who has the right to
choose or in the acceptance of a prestation by the Effects of Loss of Objects of Alternative Obligation
creditor when he has a right of selection. (Art. 1204- 1205):
b. When the creditor sues the debtor for the
performance of one of the prestation. A.When choice belongs to debtor:
1. Due to Fortuitous Event
Note: The law does not require the other party to consent a. All are lost debtor is released from the
to the choice made by the party entitled to choose obligation
UNLESS the debtor has chosen a prestation which could b. Some but not all are lost deliver that which he
not have been the object of the obligation and the creditor shall choose from among the remainder
consents thereto which amount to a novation. c. Only one remains deliver that which remains
The right to choose is not lost by the mere fact that the 2. Debtors fault
party entitled to choose delays in making his selection. a. All are lost creditor shall have a right to
indemnity for damages based on the value of the
In case the person entitled to choose, does not make his last thing which disappeared or service which
selection, the other party can ask the court for a 3rd party become impossible
to choose. b. Some but not all are lost deliver that which he
shall choose from among the remainder without
Effect of Loss or Impossibility of One or All damages
Prestations: c. Only one deliver that which remains
The debtor shall LOSE the RIGHT of CHOICE, when
among the prestations whereby he is alternatively bound, B.When choice belongs to creditor:
only one is practicable (Art. 1202). 1. Due to Fortuitous Event
a. All are lost debtor is released from the
Note: The obligation then is converted to a SIMPLE and obligation
PURE obligation. b. Some but not all are lost deliver that which he
shall choose from among the remainder
If the debtor cannot make a choice according to the terms c. Only one remains deliver that which remains
of the obligation through the creditors act, the former may
rescind the contract with damages (Art. 1203). 2. Debtors fault
a. All are lost creditor may claim the price/value of
When creditor is entitled to indemnity for damages any of them with indemnity for damages
(Art. 1204): b. Some but not all are lost creditor may claim any
When through the fault of the debtor: of those subsisting without a right to damages
1. All the things which are alternatively the object of the OR price/value of the thing lost with right to
obligation have been lost; OR damages
2. Compliance of the obligation has become impossible
unless due to fortuitous event. FACULTATIVE OBLIGATION (Art. 1206)
An obligation wherein only one object or prestation has
Note: The indemnity shall be fixed based on the value of been agreed upon by the parties to the obligation, but
the LAST THING which disappeared OR that of the which may be complied with by the delivery of another or
the performance of another prestation in substitution.
Art. 1201 can be applied by analogy with respect to the JOINT AND SOLIDARY OBLIGATIONS
time/moment when the substitution will take effect.
Joint Obligation (Obligacin Mancomunada)
Communication is necessary to make substitution The whole obligation is to be paid or fulfilled
effective. proportionately by different debtors or demanded
proportionately by different creditors.
Effect of Loss of Substitute in Facultative Obligation
(Art. 1206): Solidary Obligation (Obligacin Solidaria)
Each one of the debtors is bound to render, and/or each
Loss of the thing intended as substitute one of the creditors has a right to demand entire
1. Before substitution is made: compliance with the prestation.
a. If due to bad faith or fraud of obligor obligor is liable
b. If due to the negligence of the obligor obligor is not Nature of a Collective Obligation (Art. 1207)
liable
General Rule: Obligation is presumed joint if there is
Note: According to Jurado: It is submitted that concurrence of several creditors OR of several debtors
whatever may be the cause of the loss/deterioration of OR of several creditors and debtors in one and the same
the thing intended as a substitute, such loss or obligation.
deterioration shall not render the debtor liable.
Exceptions:
2. After substitution is made: 1. The obligation expressly states that there is solidarity
The loss or deterioration of the substitute on account of (i.e. jointly and severally, individually and collectively,
the obligors delay, negligence or fraud obligor is I promise to pay followed by the signatures of two or
liable because once substitution is made, the obligation more persons;)
is converted into a simple one with the substituted thing
as the object of the obligation. 2. The law requires solidarity ex. tort, quasi- contracts,
liability of principals, accomplices and accessories of a
Note: Creditor cannot be compelled to receive part of felony, obligations of devisees and legatees, bailees in
one and part of another undertaking. commodatum.
Difference between Alternative and Facultative Our law recognizes solidary responsibility for wrongful
Obligations acts whether they are crimes or quasi-delicts. A moral
wrong cannot be divided into parts; hence the liability
Alternative Facultative for it must be solidary.
1. Various prestations all of 1. Only the principal 3. Nature of the obligation requires solidarity.
which constitute parts of prestation constitutes 4. When a charge or condition is imposed upon heirs or
the obligation. the obligation, the legatees, and the testament expressly makes the
2. Nullity of one of the accessory being only a charge or condition in solidum (Manresa).
prestation does not means to facilitate 5. When a solidary responsibility is imputed by a final
invalidate the obligation payment. judgment upon several defendants.
which is still in force with 2. Nullity of the principal
respect to those which prestation invalidates Principal Effects of Joint Liability:
have no vice. the obligation. 1. Vices of each obligation arising from the personal defect
3. Right to choose may be 3. Only the debtor can of a particular debtor or creditor does not affect the
given to the creditor. choose the substitute. obligation or right of the others
4. Only the 4. Impossibility of the 2. Insolvency of one debtor does not make others
IMPOSSIBILITY OF ALL principal prestation is responsible for his share.
the prestations due sufficient to extinguish 3. Demand by the creditor on one joint debtor puts him in
WITHOUT the fault of the obligation, even if default, but not the others since the debts are distinct.
the debtor extinguished the substitute is 4. When the creditor interrupts the running of the
the obligation. possible. prescriptive period by demanding judicially from one,
the others are not affected.
5. Defenses of one debtor are not necessarily available to If there are two or more debtors, the fulfillment of or
the others. compliance with the obligation requires the concurrence
of all the debtors, although each for his own share
Note: Even if the parties stipulated in their contract that
the obligation of the debtor is solidary, but such contract In case of insolvency of one of the debtors, the others
was superseded by a JUDICIAL DECISION declaring the shall not be liable for his shares. To hold otherwise
obligation to be merely joint, the said decision must be would destroy the joint character of the obligation.
enforced in a joint manner (Oriental Philippines Company
vs. Abeto, G.R. No. L-4239, October 10, 1934). Breach of Joint Indivisible Obligation (Art. 1224)
Obligation can be enforced only by proceeding against all
Solidary liability is determined by the tenor of the contract, of the debtors.
NOT by judicial admission by the party.
If anyone of the debtors should fail or refuse to comply
Joint Divisible Obligation (Art. 1208) with the obligation, it is converted into one of indemnity for
Each creditor can demand only for the payment of his damages.
proportionate share of the credit; each debtor can be held
liable only for the payment of his proportionate share of Debtors who may have been ready to comply with what is
the debt. incumbent upon them shall not contribute to the indemnity
beyond the corresponding portion of the price of the thing
Credit or debt shall be presumed to be divided into as or the value of the service in which the obligation consists.
many equal shares as there are creditors or debtors,
the credits or debts considered distinct from one The debtor who failed or refused to comply with the
another subject to the Rules of Court governing prestation shall bear the burden of paying all of the
multiplicity of suits. damages to the creditor/s and shall indemnify the other
debtors for damages suffered as a result of the
transformation of the obligation into one of indemnity.
In case of breach of obligation by one of the debtors,
damages due must be borne by him alone; if there is any
Interruption of Period of Prescription
defense purely personal to one of the debtors, he alone
Two Views:
can avail himself of such defense.
1. The act of one joint creditor beneficial to others, as for
instance the interruption of period of prescription, is
Note: The co-creditors or co-debtors may regulate their
sufficient since Art. 1209 merely provides that the right
rights or liabilities in their internal relations with each
of creditors may be prejudiced only by their collective
other.
acts (Manresa).
2. The act of a joint creditor which would ordinarily
Joint Indivisible Obligation (Art. 1209)
interrupt the period of prescription would not be valid
Midway between joint and solidary obligations, preserving
because the indivisible character of the obligation
the two characteristics of the joint obligation, in that no
requires collective action of the creditors (De Buen).
creditor can do an act prejudicial to others, and no debtor
can be made to answer for others.
Note: Both Jurado and Tolentino are inclined with the
view of De Buen.
Characteristics:
1. No creditor can act in representation of the other;
Indivisibility and Solidarity Distinguished
(Art. 1210)
If not all of the creditors demand the prestation, the
debtor may legally refuse to deliver to them or he can Indivisibility Solidarity
insist that all the creditors together receive the thing, Refers to the legal tie or
and if any of them refuses to join the others, the debtor Refers to the prestation that
vinculum juris, and
may deposit the thing by way of consignation. is not capable of partial
consequently to the subjects
performance.
or parties of the obligation.
2. No debtor can be compelled to answer for the liability of Exists only if there is more
others; Exists even if there is only than one creditor or more
one creditor and one debtor. than one debtor (plurality of
subjects).
Each creditor cannot c. Mixed solidarity on the part of the debtors and
Each creditor may demand creditors, where each one of the debtors is liable to
demand more than his
the entire prestation and render, and each one of the creditors has a right to
share and each debtor is not
each debtor is bound to pay demand, entire compliance with the obligation.
bound to pay more than his
the entire prestation.
share.
3. As to uniformity
Effect of breach: obligation a. Uniform parties are bound by the same stipulations.
is converted into indemnity Effect of breach: solidarity b. Non-uniform or Varied parties are not subject to the
for damages; indivisibility is remains same stipulations.
terminated
Only the debtors guilty of All the debtors are liable for Effect: Creditor can commence an action against
breach of obligation is liable the breach of the obligations anyone of the debtors for compliance with the entire
for damages. committed by a debtor. obligation minus the portion or share which
corresponds to the debtor affected by the condition or
All debtors are period.
Other debtors are not liable
proportionately liable for the
if one debtor is insolvent. Distinguished from a surety (fiador in solidum)
insolvency of one debtor.
Passive Solidary Surety (Solidary
In case of non-performance by the debtors, the obligation Debtor Guarantor)
to pay the damages arises. With respect to the damages, Both are solidarily liable to the creditor for the
the prestation becomes divisible and each creditor can payment of the entire obligation
recover separately. Liable not only for the Liable only for the debt
payment of the debt of of another
The debtors who may have been ready to fulfill or perform another, but also for the
what was incumbent upon them shall not contribute to the payment of a debt which
indemnity beyond the corresponding portion of the price of is properly his own
the thing or the value of the service in which the obligation Has a right to demand Acquires a right of
consists (Art. 1224). reimbursement from his reimbursement from the
co-debtors of their principal debtor of the
SOLIDARITY (Art. 1211) shares, if he pays the entire amount he has
Solidarity may exist although creditors and debtors may entire amount of the paid
not be bound in the same manner and by the same obligation
periods and conditions. An extension of time An extension of time
granted by the creditor granted by the creditor
Kinds of Solidarity to one of the solidary to the principal debtor
1. As to source debtors without the would release the surety
a. Legal imposed by law knowledge of the other from the obligation
b. Conventional agreed upon by the parties solidary debtors would
c. Real imposed by the nature of the obligation not have the effect of
releasing the latter from
2. As to parties bound obligation
a. Active solidarity on the part of the creditors, where
any one of them can demand the fulfillment of the Effects of Prejudicial and Beneficial Acts (Art. 1212):
entire obligation. 1. Each one of the solidary creditors may do whatever
may be useful or beneficial to the others, but not
Effect: Mutual representation among the solidary anything which may be prejudicial to the latter.
creditors with powers to exercise the rights of others in 2. As far as the debtor/s is/are concerned, a prejudicial act
the same manner as their rights. performed by a solidary creditor is valid and binding; as
between the solidary creditors, the creditor who
b. Passive solidarity on the part of the debtors, where performed such act shall incur the obligation of
any one of them can be made liable for the fulfillment indemnifying the others for damages (Castan).
of the entire obligation.
Reason: Art. 1212 must be harmonized with Art. 1215. 2. If beneficial and the creditor who effected the novation
Art. 1215 expressly recognizes the effectiveness of acts of is able to secure performance of the obligation, such
extinguishment by a solidary creditor. creditor shall be liable to the others for the share which
corresponds to them, not only in the obligation, but also
Effects of Assignment of Rights in Solidary in the benefits;
Obligations (Art. 1213) 3. If effected by substituting another person in place of the
debtor, the solidary creditor who effected the novation is
General Rule: A solidary creditor CANNOT assign his liable for the acts of the new debtor in case there is
right as it is predicated upon mutual confidence, i.e., deficiency in performance or in case damages are
personal qualification of each creditor had been taken into incurred by the other solidary creditors as a result of
consideration. the substitution;
4. If effected by subrogating a third person in the rights of
Exceptions: the solidary creditor responsible for the novation, the
1. Assignment to a co-creditor obligation of the debtor or creditors is not in reality
2. Assignment is with consent of co-creditor extinguished; the relation between the other creditors
not substituted and the debtor/s is maintained;
To Whom Payment Made in Solidary Obligation (Art. 5. If the novation is effected by subrogating a third person
1214) in the rights of all the solidary creditors, the creditor
responsible for such novation is liable to the other
General Rule: Payment may be made to any of the creditors for the share which corresponds to them in the
solidary creditors obligation.
of the entire obligation, such debtor can always avail found by the court as proper (Inciong vs. CA, G.R. No.
himself of the defense of partial remission (Art. 1222) 96405, June 26, 1996).
The above rules cannot be applied in case the debt has Effect of Payment by a Debtor (Art. 1217 and Art. 1218)
been totally paid by anyone of the solidary debtors before Payment made by one of the solidary debtors either totally
the remission was effected (Art. 1219). or partially extinguishes the obligation depending upon
whether the entire amount of debt is paid or only a part
Effect of Death of Principal Debtor thereof.
Under the law and jurisprudence, the creditor may sue,
separately or together, the principal debtor and the surety, If two or more solidary debtors offer to pay, the creditor
in view of the solidary nature of their liability. The death of may choose which offer to accept.
the principal debtor will not work to convert, decrease or
nullify the substantive right of the solidary creditor. Solidary debtor who made the payment merely entitles
Evidently, despite the death of the principal debtor, the him to claim from his co-debtors the share which
creditor may still sue the surety alone in accordance with corresponds to them with interest from the time of
the solidary nature of the latters liability under the payment; does not create a real case of subrogation; if
performance bond (Stronghold Insurance Co. vs. Republic payment was made before the debt is due, no interest for
Asahi Glass Corp., G.R. No. 147561, June 22, 2006). the intervening period may be demanded.
Effect of Demand upon a Solidary Debtor (Art. 1216) Share of the insolvent solidary debtor shall be borne by
The demand made against one of them shall not be an ALL his co-debtors, in proportion to the debt of each.
obstacle to those which may subsequently be directed
against the others so long as the debt has not been fully Computation of Interest
collected. Two Views:
1. From the time payment was made
The creditor may proceed against any one of the solidary 2. From the time the debt became due
debtors or against all of them simultaneously.
Effect of Loss or Impossibility of Performance in
A creditors right to proceed against the surety exists Solidary Obligation (Art.1219-Art. 1221):
independently of his right to proceed against the principal 1. If it is not due to the fault and before delay of the
(Palmares vs. Court of Appeals, G.R. No. 126490, March solidary debtors, the obligation is extinguished.
31, 1998). 2. If the loss or impossibility is due to the fault of one of the
solidary debtors OR due to a fortuitous event after one
Because of the unity of the legal tie in solidarity, although of the solidary debtors had already incurred in delay,
the solidary debtors may be individually distinct from each the obligation is converted into an obligation of
other, they constitute legally one and the same party indemnity for damages but the solidary character of the
(Tolentino, Arturo M., Commentaries and Jurisprudence obligation remains.
on the Civil Code of the Philippines, Vol. 4, p 243 [1991]).
Defenses Available to a Solidary Debtor (Art. 1222):
Note: If a claim from one of the solidary debtors has been 1. Defenses derived from the nature of the obligation
dismissed by a court on grounds other than the total defense; all the solidary co-debtors are benefited.
extinguishment of the whole obligation or that the claim
has prescribed, it does not necessarily mean that the Example: Payment or performance, res judicata,
solidary indebtedness cannot be claimed against the other prescription, those that causes defects in the contracts
solidary debtors who were not impleaded in the case or and others of similar nature
against those who were impleaded but whose liability was
2. Defenses personal to him constitutes total defense In obligations to give, even though the object may be
and partial defense. physically divisible, the obligation is still indivisible if it is
provided by law or it is so intended by the parties (Art.
Example of total defense: Minority, insanity, and other 1225, par. 3).
defenses that causes the annulment of consent
In obligations to do, the obligation shall be considered
Example of partial defense: Special terms or divisible when it has for its object (Art. 1225, par. 2):
conditions affecting his part of the obligation 1. The execution of a certain number of days of work
2. The accomplishment of work by metrical units
3. Defenses pertaining to his own share constitutes a 3. The accomplishment of analogous things which by
partial defense; only the debtor is benefited. their nature are susceptible of partial performance.
Example: Share of debtor is not yet due, the creditor In obligations not to do, it depends upon the character of
can only compel the share of other co-debtors the prestation in each particular case (Art. 1225, par. 3).
4. Defenses personal to the others, but only as regards Effect of Divisible or Indivisible Obligation
that part of the debt for which the latter are responsible (Art. 1223)
constitutes partial defense only for the debtor- Divisibility/indivisibility is of little significance as implied
defendant. under Art. 1223
Example: The co-debtors share is not yet due, so the General Rule: Creditor cannot be compelled partially to
creditor can only compel the debtor to give his share. receive the prestation in which the obligation consists;
neither may the debtor be required to make partial
Divisible Obligations payments
Those which have as their object a prestation which is
susceptible of partial performance without the essence of Exceptions:
obligation changed. 1. When the obligation expressly stipulates the contrary
2. When the different prestations constituting the objects
Indivisible Obligations of the obligation are subject to different terms and
Those which have as their object a prestation which is not conditions
susceptible of partial performance, otherwise, the essence 3. When the obligation is in part liquidated and in part
of the obligation will be changed. unliquidated
2. Qualitative- the thing can be materially divided but the Note: When there is plurality of debtors and creditors, the
parts are not exactly homogenous (i.e., inheritance) effect of divisible /indivisible character of the obligation
3. Ideal/Intellectual- the thing cannot be separated into depends on whether the obligation is joint or solidary.
material parts (i.e., co-ownership) If solidary Arts. 1211 to Art. 1222 apply
If joint divisible Art. 1208 is applicable
Test of Divisibility: Whether the prestation is susceptible If joint indivisible Art. 1209 and 1224 apply
of partial compliance or not (Art. 1225, par. 1).
Art. 1224: Breach of Joint Indivisible Obligation. See
The susceptibility of partial compliance should be previous discussion on joint indivisible obligation (p. 184).
understood in the sense of the possibility of realizing the
end or purpose which the obligation seeks to attain OBLIGATION WITH A PENAL CLAUSE
(Sanchez Roman). An obligation to which an accessory undertaking (penal
clause/ penalty) is attached for the purpose of insuring its
performance by virtue of which the obligor is bound to pay Obligations with a Penal Clause Distinguished from
a stipulated indemnity or perform a stipulated prestation in Other Obligations
case of breach.
A. As against a conditional obligation
Penal Clause and Condition Distinguished Obligation with a Conditional Obligation
Penal Clause Condition Penal Clause
Does not constitute an There is already an No obligation before the
Constitutes an obligation
obligation existing obligation from suspensive condition
May become demandable the very beginning happens
upon default of the Penalty is dependent
Never demandable Principal obligation itself
unperformed obligation and upon the non-
sometimes jointly with it is dependent upon the
performance of the
uncertain event
principal obligation
Purpose of Penalty:
1. Funcin coercitiva o de garantia - to insure the B. As against an alternative obligation
performance of the obligation; Obligation with a Alternative Obligation
2. Funcin liquidatoria - to liquidate the amount of Penal Clause
damages to be awarded in case of breach of the There is only one Two or more obligations
principal obligation (compensatory) prestation are due
3. Funcin estrictamente penal - in certain exceptional The impossibility of one,
cases, to punish the obligor in case of breach of the Impossibility of the
without the fault of the
principal obligation (punitive). Does not resolve the principal extinguishes
debtor, leaves the other
question of damages also the penalty
subsisting
The obligor cannot
A penal clause is attached to an obligation in order to choose to pay the
insure performance and has a double function: (1) to penalty to relieve Debtor can choose
provide for liquidated damages, and (2) to strengthen the himself of the principal, which prestation to fulfill
coercive force of the obligation by the threat of greater unless this right is
responsibility in the event of breach (Filinvest Land, Inc. expressly granted to him
vs. Court of Appeals, G.R. No. 138980, September 20,
2005). C. As against a facultative obligation
Obligation with a Facultative Obligation
Kinds of Penalty: Penal Clause
1. As to origin Payment of the penalty
a. Legal constituted by law in lieu of the principal Power of the debtor to
b. Conventional constituted by parties obligation can be made make the substitution is
only by express absolute
2. As to purpose stipulation
a. Compensatory or Reparatory indemnity for The creditor can The creditor can never
damages demand both demand both
b. Punitive punishment for breach prestations prestations
3. As to effect D. As against a guaranty
a. Subsidiary only penalty may be demanded
Obligation with a Guaranty
b. Joint or Complementary both penalty and principal
Penal Clause
obligation may be demanded
Object of the obligations
Obligation to pay the
of the principal debtor
penalty is different from
and the guarantor is the
the principal obligation
same
Principal obligation and
Principal debtor cannot
the penalty can be
be the guarantor of the
assumed by the same
same obligation
person
General Rule: Debtor cannot exempt himself from the Extinguishment of Obligations
performance of the principal obligation by paying the (NoCoMeRePaLo Pre Re Ful An)
stipulated penalty 1. Payment/performance
2. Loss of the thing due
Exception: Unless this right has been clearly and 3. Condonation or remission of debt
expressly granted to him. 4. Confusion or merger
5. Compensation
Limitations on the Right of the Creditor in Obligations 6. Novation
with a Penal Clause (Art. 1227) 7. Annulment
8. Rescission
General Rule: Creditor cannot demand the fulfillment of 9. Fulfillment of a resolutory condition
the principal obligation and demand the satisfaction of the 10.Prescription
penalty at the same time.
Note: Enumeration under Art. 1231 is NOT exclusive.
Exception: Unless the right has been clearly granted to
him Other Forms of Extinguishment Not Under (Art. 1231)
1. Death (for personal or intransmissible obligation)
If creditor has chosen fulfillment of the principal obligation 2. Mutual desistance or withdrawal
and performance thereof became impossible without his 3. Arrival of resolutory period
fault, he may still demand satisfaction of the penalty. 4. Compromise
Exception: If payment was made without the 2. Payment to the possessor of the credit, made in good
knowledge or against the will of the debtor. faith (Art. 1242)
In such case, he can only recover insofar as the This refers to the possession of credit not the document
payment has been beneficial to the debtor. evidencing it.
Take note that bills, regardless of denomination, are legal Note: If the debtor changes his domicile in bad faith or
tender up to whatever amount. after he has incurred in delay, the additional expenses
shall be borne by him.
R.A. 8183 provides that all monetary obligations shall be
settled in the Philippine currency which is legal tender in Art. 1251 governs unilateral obligations. Reciprocal
the Philippines. The parties may agree that the obligation obligations are governed by special rules.
or transaction be settled in other currency at the time of
payment. Special Forms of Payment:
A.Application of Payment Designation of the debt to
Extraordinary inflation or deflation (Art. 1250) which the payment must be applied when the debtor
has several obligations of the same kind in favor of the
Requisites: same creditor.
1. There must be a decrease or increase in the purchasing
power of the currency which is unusual or beyond the Requisites:
common fluctuation in the value of the currency; 1. There must be only one debtor and only one creditor;
2. Such decrease or increase could not have been
reasonably foreseen or which was manifestly beyond Under Art. 1792, application of payment may be had
the contemplation of the parties at the time the even if there are two creditors -- the partnership and
obligation was established. the managing partner (Jurado, p. 265), but the law
allows such application in favor of the managing
Take note that that Art. 1250 mentions in the currency partner only if the personal credit of the partner
STIPULATED. Thus, it applies ONLY to contractual should be more onerous to him.
obligations.
Neither the requirement that there must be only one
Value of currency at the time of the establishment of the debtor militates against the possibility of extending
obligation shall be the basis of payment. The law does not the rules on application of payment to solidary
say it should be the amount paid (Jurado & Desideri, obligations. The solidary debtor who paid may have
Comments and Jurisprudence on Obligations and other obligations in favor of the creditor.
Contracts, 2010 ed., p.263).
2. There must be two or more debts of the same kind;
Note: Even if the price index of the goods and services
may have risen during the intervening period (Sangrador The fact that the debts are of the same kind is
vs. Valderrama, GR No. 79552, November 29, 1988), this reckoned from the time of the application of payment,
increase, without more, cannot be considered as resulting not from the time of constitution of the obligation. A
in extraordinary inflation as to justify the application of non- monetary obligation, for instance, may be
Article 1250 (Telengtan & Sons, Inc. vs. United States converted into one of damages at the time of
Lines, Inc., et. al., G.R. No. 132284, February 28, 2006). application of payment.
There must be a declaration of such extraordinary inflation 3. All the debts must be due except if there is
or deflation by the Bangko Sentral. Without such stipulation to the contrary OR application of payment
declaration, the creditors cannot demand an increase, and is made by the party for whose benefit the term has
debtors a decrease, of what is due to or from them been constituted (Art. 1196); and
(Ramos vs. CA, GR No. 119872, July 7, 1997 and Mobil 4. Amount paid by the debtor is insufficient to cover the
Oil Phils. vs. CA, GR No. 103072, August 20, 1993). total amount of all the debts.
is evident in the circumstances laid by Art. 1254, that and is merely directory and not mandatory. It means
it is the law which makes the application. that the benefits of Art. 1253 may be waived by way of
stipulation.
Why the most onerous debt?
In making the application of payments, the law B.Dation in Payment (Dacion en pago) Delivery and
considers particularly the interest of the debtor. It is transmission of ownership of a thing by the debtor to the
assumed that if the debtor had chosen the debt to be creditor as an accepted equivalent of the performance
paid, he would have relieved himself first of the most of the obligation.
burdensome debt.
Requisites:
Which is more onerous? 1. Existence of a money obligation;
1. OLDEST debts are more onerous than more recent
ones; Take note, however, that it is precisely in obligations
2. INTEREST BEARING debts are more onerous than which are not money debts, in which the true juridical
those which do not, even if the latter were incurred at nature of dation in payment becomes manifest. The
an earlier debt; fact that there must be a prior agreement of the
3. A SECURED debt is more onerous than that which is parties on the delivery of the thing in lieu of the
not; original prestation shows that there is a novation
4. A debt in which the is PRINCIPALLY bound is more which extinguishes the original obligation, and the
onerous than that which he is merely a guarantor or delivery is a mere performance of the obligation
surety; (Tolentino, Arturo M., Commentaries and
5. A debt in which he is solidarily bound is more onerous Jurisprudence on the Civil Code of the Philippines,
than that which he is only a sole debtor; 1991 ed., Vol. 4, p.294).
6. Within a solidary obligation, the share which
corresponds to a solidary debtor would be most Thus, if the creditor is evicted from the thing given in
onerous; dation in payment, the original obligation is not
7. An obligation for INDEMNITY is more onerous than revived.
that which is by way of penalty;
8. LIQUIDATED DEBTS are more onerous than It is submitted that the question of whether the pre-
unliquidated ones. existing obligation in dation in payment is in money
has significance only in determining whether the
No hard and fast rule, however, can be put up. As a resulting contract is that of sale and not whether the
last resort, when it cannot definitely be determined original obligation has been extinguished.
whether one debt is more burdensome than the other,
the abovementioned rules may be applied. 2. Alienation to the creditor of a property by the debtor
with the consent of the former; and
Debts due of the same nature, payment shall be 3. Satisfaction of the money obligation of the debtor.
applied proportionately.
C.Payment by Cession (Art. 1255) - special form of
Must conform to the general rules on payment (Arts. payment whereby the debtor assigns/abandons ALL of
1232-1251). his property for the benefit of his creditors in order that
from the proceeds thereof, the latter may obtain
Applying both rules, should a debtor have two debts of payment of their credits.
the same nature and burden amounting to P100 and
P200 and he pays only P100, the same shall not be Requisites:
applied proportionately as the creditor cannot be 1. Plurality of debts;
compelled to accept partial payment. Consequently, his 2. Partial or relative insolvency of the debtor; and
payment shall be fully applied to the debt amounting to 3. Acceptance of the cession by the creditors.
P100.
Kinds of Payment by Cession:
Note: If the debt produces interests, payment of the 1. Contractual (Art. 1255)
principal shall not be deemed to have been made until 2. Judicial (governed by Insolvency Law)
the interests have been covered (Art. 1253); applies a. Voluntary
only in the absence of an agreement to the contrary b. Involuntary
Effects of withdrawal of the object/ amount General Rule: Loss of a determinate thing through
deposited: fortuitous event shall extinguish the obligation.
1. Before creditor accepted consignation or judicial
declaration of consignation (Article 1260, par. 2) Exceptions:
1. When the law so provides;
Obligation remains in force. 2. When the stipulation so provides;
3. When the nature of the obligation requires an
Withdrawal by the debtor at this stage is a matter of assumption of risk;
right because he still owns the thing. 4. Loss of the thing is partly due to the fault of the debtor;
5. Loss of the thing occurs after the debtor incurred in
Should the debtor opt not to withdraw the thing at this delay;
stage, can another creditor attach the same property 6. When the debtor promised to deliver the same thing to
since the debtor still owns the thing? two persons who do not have the same interest;
No. Property deposited with court is exempt from 7. When the obligation to deliver arises from a criminal
attachment and not subject to execution; it is said to offense; and
be in custodia legis and cannot be withdrawn without 8. When the obligation is generic.
an express order from the court.
If the loss is through theft the debtor is considered
2. With consent of the creditor (Art. 1261) negligent having placed the thing within the reach of
a. Creditor loses every preference which he may have thieves and not in a secure and safe place. In theft, taking
over the thing. is accomplished without the use of violence or force.
Effect of Partial Loss (Art. 1264) under Art. 1267. In the latter case, the fact that the
General Rule: Partial loss does not extinguish the prestation later becomes possible does not revive the
obligation. obligation.
Exception: When the partial loss or destruction of the Effect of Relative Impossibility
thing is of such importance that would be tantamount to a Doctrine of Unforeseen Events (Art. 1267)
complete loss or destruction. When the service has become so difficult as to be
manifestly beyond the contemplation of the parties, the
Rule if the thing is in debtors possession court should be authorized to release the obligor in whole
(Art. 1265) or in part. (This is also referred to as the Doctrine of
General Rule: If it is lost while in the possession of the Frustration of Enterprise)
debtor, it is presumed that the loss was due to his fault,
unless there is proof to the contrary. The intention of the parties should govern and if it appears
that the service turns out to be so difficult as to have been
Exception: No such presumption in case of earthquake, beyond their contemplation, it would be doing violence to
flood, storm or other natural calamity. the intention to hold the obligor still responsible.
Effect of impossibility of performance in obligation to It will be noted that Art.1267 speaks of a service,- a
do (Art. 1266): When the obligation becomes legally or personal obligation. Thus, real obligations are not within
physically impossible without the fault of the debtor, its scope (Paras Edgardo L. Civil Code of the Philippines
obligor is released from the obligation. Take note that the Annotated IV,2008 ed., p.439). Jurado however is of the
provision mentions that the prestation BECOMES opinion that the word service should be understood as
impossible and thus, would contemplate subsequent referring to the performance of the obligation (p.293).
impossibility.
It is not a requirement under Art. 1267 that the contract be
The legal and physical impossibility must have occurred for future service with future unusual change.
after the constitution of the obligation.
The impossibility is RELATIVE because the difficulty of
Note: Does not apply to obligations to give. performance triggers a manifest disequilibrium in the
prestations, such that one party would be placed at a
Natural Impossibility and Impossibility In Fact disadvantage by the unforeseen event.
Distinguished
Natural Impossibility Impossibility In Fact Principle of Subjective Impossibility
In the absence of inherent When there is no physical or legal loss but the object of
Must consist in the nature impossibility in the nature the obligation belongs to another, the performance by the
of the thing to be done and of the thing stipulated to be debtor of the obligation undoubtedly becomes impossible.
not the inability of the party performed, which is only Failure of performance is imputable to the debtor. Thus,
to do so improbable or out of the the debtor must indemnify the creditor for the damages
power of the obligor suffered by the latter (Tolentino, Arturo M., Commentaries
Does not render the and Jurisprudence on the Civil Code of the Philippines,
Renders the contract void
contract void 1991 ed., Vol. 4, p.336).
Natural impossibility is reckoned from the time of Effect of Loss on Reciprocal Obligations
constitution of the obligation. Thus, the obligation remains First view If an obligation is extinguished by the loss of
void even if the prestation subsequently becomes the thing or impossibility of performance through fortuitous
possible. events, the counter-prestation is also extinguished. The
debtor is released from liability but he cannot demand the
In case of subsequent partial impossibility the rule in Art. prestation which has been stipulated for his benefit. He
1264 may be applied. who gives nothing has no reason to demand (Tolentino,
Arturo M., Commentaries and Jurisprudence on the Civil
Temporary impossibility does not extinguish the obligation Code of the Philippines, 1991 ed., Vol. 4, p.337-338).
but merely delays its fulfillment. This presupposes that the
duration of impossibility has been contemplated by the Second View The loss or impossibility of performance
parties; otherwise, the same may extinguish the obligation must be due to the fault of the debtor. In this case, the
injured party may ask for rescission under Article 1191 debtors, the presumption of remission can refer only to the
plus damages. If the loss or impossibility was due to a portion of the debtor who is in the possession of the
fortuitous event, the other party is still obliged to give the instrument. If the obligation is solidary, Articles 1215, 1219
prestation due to the other (J.B.L. Reyes). and 1220 shall apply.
Rule if obligation arises from criminal offense (Art. If the remission refers to the principal obligation, all the
1268) accessory obligations are extinguished. However, if
General Rule: Debtor shall not be exempted from the remission refers only to the accessory obligation, the
payment of the price whatever may be the cause for the principal obligation continues to subsist (Art. 1273).
loss.
It is presumed that the accessory obligation of pledge has
Exception: When the thing having been offered by the been remitted when the thing pledged, AFTER ITS
debtor to the person who should receive it, the latter DELIVERY to the creditor, is found in the possession of
refused without justification. the debtor, or of a third person who OWNS the thing
(Art.1274). The provision presupposes that the accessory
Note: The offer referred in Art. 1268 should not be contract of pledge has been perfected.
confused with consignation; the latter refers only to the
payment of the obligation, the former refers to the CONFUSION
extinguishment of the obligation through loss by fortuitous It is the merger of the characters of the creditor and the
event. debtor in one and the same person by virtue of which the
obligation is extinguished.
CONDONATION OR REMISSION OF THE DEBT
An act of liberality by virtue of which the obligee, without Example:
receiving any price or equivalent, renounces the Atoy makes a check payable to bearer, and hands it to
enforcement of the obligation, as a result of which it is Joey, who hands it to Kaye who finally hands it to Atoy.
extinguished in its entirety or in that part or aspect of the Here Atoy owes himself and thus, his obligation is
same to which the remission refers. extinguished.
It is the gratuitous abandonment by the creditor of his If however, the reason for the confusion ceases, the
right; a form of donation. obligation is revived. Thus, should Kaye deliver the note to
Atoy in the performance of a void obligation, Atoys
Requisites of remission: obligation is recreated. But the time intervening between
1. It must be gratuitous; the merger and its revocation is not to be computed in the
2. It must be accepted by the obligor; determination of the period for prescription.
3. The obligation must be demandable;
4. Parties must have the capacity; Requisites of Merger
5. Not inofficious; and 1. Merger of the characters of the creditor and debtor must
6. Must comply with the forms of donation SHOULD IT BE be in the same person;
EXPRESS (Arts. 748 and 749). 2. Must take place in the person of either the principal
creditor or the principal debtor; and
Note: Whether express or implied, the extent of remission 3. Whether the merger refers to the entire obligation or
or condonation shall be governed by the rules regarding only part thereof, there must be complete and definite
inofficious donation. meeting of all qualities of creditor and debtor in the
obligation or in the part thereof affected by the merger.
If the creditor voluntarily delivers the private document
evidencing the credit to the debtor, there is a presumption Effects of confusion/ merger (Arts. 1276-1277)
that he renounces his right of action against the latter for 1. If confusion takes place in the person of either the
the collection of the said credit (Art. 1271). When such principal creditor or principal debtor extinguishment of
private document is found in possession of the debtor, it entire obligation.
shall be presumed that the creditor delivered it voluntarily, 2. If confusion takes place in the person of a subsidiary
unless the contrary is proved (Art. 1272). creditor or subsidiary debtor (e.g. guarantor) no
extinguishment of principal obligation; only substitution
When the obligation is joint, and the private document of creditor or debtor
evidencing a debt is found in the possession of one of the
Takes effect by operation of Takes effect by act of the EXCEPTION: Voluntary compensation (Article 1282)
law parties
Capacity to give and to Capacity to give and to 4. Both debts must be liquidated and demandable;
acquire is not necessary acquire is essential 5. There must be no retention or controversy commenced
by third persons over either of the debts and
As a rule, law permits communicated in due time to the debtor;
As a rule, complete and
partial extinguishment of 6. The compensation must not be prohibited by law.
indivisible
obligation
Right of guarantor to set-up compensation (Art. 1280)
Compensation and Counterclaim; Distinguished The guarantor, in case the payment of the debt is
Compensation Counterclaim demanded from him, may set up compensation, not only
Requires that two debts for what the creditor owes him, but also for what the
must consist in money or if creditor owes the principal debtor.
Not necessary
fungibles, same kind and
quality Rule in case of rescissible or voidable debts (Art.
1284)
As a rule, both debts must Does not require that debts Rescissible or voidable obligations may be compensated
be liquidated be liquidated against each other before they are judicially rescinded or
Need not be pleaded; takes Must be pleaded to be avoided.
effect by operation of law effectual
Effects of assignment of rights (Art. 1285) being available to the debtor, can be waived by him.
1. If with consent of debtor debtor cannot set-up The novation of a prescribed debt is thus valid.
compensation unless he reserved his right to
compensation. 2. Capacity of the contracting parties (to the new contract);
2. If with knowledge but without consent of debtor debtor 3. Animus novandi or intent to novate (especially for
may set-up compensation prior to the assignment but implied novation and substitution of debtors);
not subsequent ones 4. Substantial difference between the old obligation and
3. If without knowledge of the debtor may set-up the new obligation (especially for implied
compensation of all credits which he may have against novation),consequently, extinguishment of the
the assignor and which may have become demandable, obligation; and
before he was notified of the assignment. 5. Validity of the new obligation.
2. Changing the object of the obligation Example: Atoy owes Eugene 1K. Joey, a friend of Atoy
3. Changing the principal or essential conditions of the approaches Eugene and tells him: I will pay you what
obligation. Atoy owes you. From now on, consider me your debtor.
Atoy is to be excused. Take note that in this example,
Requisites: there is an agreement that Atoy will be released from
a. New obligation expressly declares that the old is the obligation. Sans such agreement, there is no
extinguished or novation and the creditor (Eugene) can still enforce the
b. New obligation is on every point incompatible with the obligation against the original debtor (Atoy).
old one (Ajax Marketing & Development Corp. vs. CA,
G.R. No. 118585, September 14, 1995)
Kinds of Substitution by Expromisin
Note: A change in the rate of interest is merely a collateral a. Substitution with the knowledge and consent of the
agreement between the creditor and principal debtor that old debtor; and
did not affect the surety. The agreement to pay the b. Substitution without the knowledge or against the will
additional interest was an additional burden upon the of the old debtor.
debtor only. It did not in any way affect the original
contract. Thus, despite the compounding of the interest, 2.Delegacin effected with the consent of the creditor at
the liability of the surety remains only up to the original the instance of the old debtor (delegante), with the
uncompounded interest (Garcia, Jr. vs. CA, G.R. No. L- concurrence of the new debtor (delegado)
80201, November 20, 1990). (reimbursement and subrogation).
i. Reimbursement from the original debtor only Effects of novation upon accessory obligations (Art.
insofar as the payment has been beneficial to 1296)
such debtor When the principal obligation is extinguished in
ii. No subrogation consequence of a novation, accessory obligation may
subsist only insofar as they may benefit third persons who
2. Delegacin Since substitution was effected with the did not give consent.
consent of all the parties, the new debtor can demand
reimbursement from the original debtor of the entire Art. 1296 has no application to novation effected by
amount which he has paid as well as compel the subrogating a third person to the rights of the creditor.
creditor to subrogate him to all of his rights. Such novation is regulated by Arts. 1303-1304.
Note: The mere fact that the creditor receives a guaranty Effects of condition in novation:
or accepts payment from a third person who agrees to 1. If the original obligation was subject to suspensive/
assume the obligation, when there is no agreement that resolutory condition, the new obligation shall be under
the first debtor shall be released from responsibility, does the same condition, unless otherwise stipulated (Art.
not constitute novation, and the creditor can still enforce 1299).
the obligation against the original debtor. If the older 2. If the new obligation and the old obligation are subject
debtor is not released, there is no novation; the third to different conditions:
person becomes merely a co-debtor, surety or co-surety a. If the conditions can stand together --
(Mercantile Insurance Co., Inc. vs. CA, GR No. 85647, i. If both are fulfilled -- the new obligation becomes
April 22, 1991). demandable
Effect of insolvency or non-fulfillment by new debtor ii. If only the condition affecting the old obligation is
(Arts. 1294-1295) fulfilled -- old obligation is revived while the new
1. Expromisin -- obligation loses its force.
Tolentino: it shall not revive the original debtors liability iii. If only the condition affecting the new obligation is
to the creditor whether the substitution is effected with fulfilled -- there is no novation since the requisite
or without the knowledge or against the will of the of a previous valid and effective obligation would
original debtor. be lacking.
b. If the conditions are incompatible the effect is to
Jurado: If the substitution was effected with the extinguish the old obligation so that only the new
knowledge and consent of the original debtor, it shall obligation remains and whose
revive the original debtors liability to the creditor. demandability/effectivity depend upon the
fulfillment/non-fulfillment of the condition affecting it.
2. Delegacin - The right of the creditor can no longer be
revived EXCEPT in the ff. cases: Novation by Subrogation (Art. 1300)
a. Insolvency already existing and of public knowledge A personal novation effected by subrogating a third
at the time when the original debtor delegated his person in the rights of the creditor.
debt
b. Insolvency was already existing and known to the Forms of novation by subrogation:
original debtor when he delegated his debt 1. Conventional - takes place by agreement of the
It is submitted that ACTUAL knowledge of the creditor original creditor, the third person substituting the
that new debtor was insolvent at the time of delegation, original creditor, and the debtor (Art. 1301).
will bar him from recovering from the old debtor. He 2. Legal - takes place by operation of law
must bear the consequences of his acts knowingly
done. Conventional Subrogation and Assignment of Rights;
Distinguished
Note: A change in the incidental elements of, or an Conventional Subrogation Assignment of Rights
addition of such elements to an obligation, unless
otherwise expressed by the parties, will not result in its Governed by Arts. 1300- Governed by Arts. 1624-
extinguishment. 1304 1627
Debtors consent is required Debtors consent is not
Limitation to the Principle of Autonomy: Stipulations c. Interference by third person without legal justification
should not be contrary to law, morals, good customs, or excuse.
public order, or public policy.
Consensuality of Contracts (Art. 1315)
Relativity (Art. 1311)
General Rule: Contracts are perfected by mere consent
General Rule: Contracts take effect only between parties, and from that moment, the parties are bound to the
their assigns and heirs. fulfillment of what has been expressly stipulated and to all
consequences which, according to their nature may be in
HOWEVER with respect to assignees or heirs, the general keeping with good faith, usage and law.
rule under Art. 1311 is not applicable if the rights and
obligations arising from the contract are not transmissible Exception: Real contracts (e.g., deposit, pledge and
or purely personal. commodatum) are not perfected until the delivery of the
object of the obligation.
Exceptions:
1. Beneficial Stipulation/ Stipulation pour autrui - A
stipulation in favor of a third person. E SSENTI AL R EQUI SI TES OF A
Requisites: C ONTR ACT
a. There must be a stipulation in favor of a third person;
b. The stipulation must be a part, not the whole of the There is no contract unless the following requisites
contract; concur (COC):
c. The contracting parties must have clearly and 1. Consent of the contracting parties;
deliberately conferred a favor upon a third person, not 2. Object certain which is the subject matter of the
a mere incidental benefit or interest; contract;
d. The favorable stipulation should not be conditioned or 3. Cause of the obligation which is established (Art. 1318).
compensated by any kind of obligation whatever;
e. The third person must have communicated his CONSENT
acceptance to the obligor before its revocation; and It refers to the conformity of the parties to the terms of the
f. Neither of the contracting parties bears the legal contract; meeting of the minds between the parties on the
representation or authorization of the third party. subject matter and cause of the contract.
the knowledge of its contents, even if he is not able to Persons incapacitated to give consent (Art. 1327):
actually acquire such knowledge. The capacity of the contracting parties is in effect, an
4. Cognition Theory perfected from the moment the essential element of a contract or to be more exact, it is
acceptance comes to the knowledge of the offeror. This an indispensable requisite of consent (Jurado, Desiderio,
is adhered to by the Civil Code. Comments and Jurisprudence on Obligations and
Contracts, 2010 ed., p.417).
Note: The stipulation of the parties governs the manner
and moment of acceptance as when they stipulate that it 1. Minors
be expressly accepted.
Exceptions:
Silence can be construed as consent. a. When minor misrepresents his age. (It must be an
active not merely constructive representation);
Requisites for silence to be construed as consent:
1. There is a duty or possibility to express oneself; The instant exception is based on estoppel. Estoppel
2. The manifestation of the will cannot be interpreted in presupposes capacity to misrepresent. The
any other way; circumstances of the minor (i.e. he appears to be of
3. There is a clear identity in the effect of the silence and legal age) must be of such nature that it could have
the undisclosed will (Articles 1670, 1870 to 1873). been relied upon by the other party. Otherwise, the
contract remains voidable.
Option Contract
A preparatory contract is one in which one party grants to b. Contracts involving the sale and delivery of
the other, for a fixed period and under specified necessaries to minors (Art. 1489).
conditions, to decide whether or not to enter into a c. Contracts by guardians or legal representatives.
principal contract. d. Upon reaching the age of majority, they ratify the
same (Ibanez v. Rodriguez, 47 Phil 554).
It binds the party who had given the option not to enter
into the principal contract with any other person during the 2.Insane or demented persons, unless the contract was
period designated, and within that period, to enter into entered into during a lucid interval (Art. 1328).
such contract to whom the option was granted if the latter
should decide to use the option. An insane or demented person includes any person,
who, at the TIME OF THE CELEBRATION OF THE
Requisites: CONTRACT, CANNOT understand the nature and
1. It is supported by an independent consideration; consequences of the act or transaction by reason of any
cause affecting his intellectual or sensitive faculties
If the option is not supported by a consideration which is whether permanent or temporary (Jurado, Desiderio,
distinct from the purchase price, the offer may still be Comments and Jurisprudence on Obligations and
withdrawn even if the offeree has already accepted it Contracts, 2010 ed., p. 420).
(Jurado, Desiderio, Comments and Jurisprudence on
Obligations and Contracts, 2010 ed., p. 413). Take note that contracts agreed to in a state of
drunkenness or during a hypnotic spell are VOIDABLE
2. It is exclusive. (Art. 1328). The same must be of a degree that
obscures completely the faculties and almost
Business Advertisements (Art. 1325) extinguishes the consciousness of acts.
They are mere invitations to make an offer, and NOT
definite offers, unless it appears otherwise. There is a PRIMA FACIE presumption that every
person of legal age possesses the necessary capacity
Advertisement for Bidders (Art. 1326) to execute a contract (Jurado, Desiderio, Comments
It is simply an invitation to make proposals. The advertiser and Jurisprudence on Obligations and Contracts, 2010
is not bound to accept the highest or lowest bidder, unless ed., p. 423).
it appears otherwise.
3. Deaf-mutes who do not know how to read and write. A. Mistake (Art. 1331)
or understand the language of the contract, when fraud or Note: Violence or intimidation shall annul the obligation,
mistake is alleged, devolves on the party seeking to although it may have been employed by a third person
enforce it (Art. 1332). who did not take part in the contract (Art. 1336).
Note: There is no mistake if the party alleging it knew the D. Undue influence
doubt, contingency or risk affecting the object of the When a person takes improper advantage of his power
contract (Art. 1333). over the will of another, depriving the latter of a
reasonable freedom of choice (Art. 1337).
B. Violence
When in order to wrest consent, serious or irresistible Requisites:
force is employed (Art. 1335). 1. Improper advantage;
2. Power over the will of another;
Requisites: 3. Deprivation of the latters will of a reasonable
1. Must be serious or irresistible; freedom of choice.
2. Must be the determining cause for the party upon
whom it is employed in entering into the contract; Undue influence must be distinguished from
3. It is not justified; intimidation, in that in intimidation there must
4. It is sufficient. be an unlawful or unjust act which is threatened
and which causes consent to be given, while in
C. Intimidation (Art. 1335). undue influence, there need not be an unjust
or unlawful act (Tolentino, Arturo M., Civil Code of the
Requisites: Philippines, 1987 ed., Vol. 4, p 501).
1. One party is compelled to give his consent by a
reasonable and well-grounded fear of an evil; Test of undue influence: Whether or not the influence
2. The evil must be imminent and grave; exerted has so overpowered or subjugated the mind of
3. The evil must be upon his person or property, a contracting party as to destroy his free agency,
spouse, descendants or ascendants; making him express the will of another rather than his
4. It is the reason why he enters the contract. own (Coso vs. Fernandez Deza, G.R. No. 16763,
5. The evil must be unjust. December 22, 1921).
Consent given through intimidation must be By analogy, undue influence employed by a third
distinguished from consent given reluctantly and even person may annul the contract.
against good sense and judgment. It is clear that one
acts as voluntarily and independently in the eyes of the E. Fraud
law when he acts reluctantly and with hesitation as When, through insidious words or machinations of one
when he acts spontaneously and joyously. Legally party, the other is induced to enter into a contract which,
speaking, he acts voluntarily and freely when he acts without them, he would not have agreed to (Art. 1338).
wholly against his better sense and judgment (Jurado,
Desiderio, Comments and Jurisprudence on Obligations Kinds of Fraud:
and Contracts, 2010 ed., p. 437). 1. Fraud in the PERFECTION of the contract:
a. Causal Fraud (Dolo Causante)
If a contract is signed merely because of fear of b. Incidental Fraud (Dolo Incidente)
displeasing persons to whom obedience and respect 2. Fraud in the PERFORMANCE of an obligation
are due, the contract is still VALID, for by itself, (Art. 1170)
reverential fear is not wrong (Paras, Edgardo L., Civil
Code of the Philippines Annotated I, 2012 ed., p.639
2012).
Requisites of Fraud under Art. 1338: Fraud by third person does not vitiate consent and merely
1. One party must have employed fraud or insidious gives rise to an action for damages by the party injured
words or machinations against such third person UNLESS:
2. It must have been serious; a. It has created a substantial mistake and the same is
3. It induced the other party to enter into a contract; mutual.
4. It must have been employed by one contracting party b. Third person makes the misrepresentation with the
upon the other and not employed by both contracting complicity, or at least with the knowledge but without
parties or by third persons; the objection, of the favored contracting party.
5. Damage or injury resulted to the other party;
6. It must be made in bad faith, i.e. with knowledge of its Misrepresentation made in good faith is not fraudulent but
falsity. may constitute error (Art. 1343).
Dolo Causante and Dolo Incidente distinguished When two persons constitute one party of the contract
Dolo Causante Dolo Incidente with respect to another, the deceit exercised by one of
(Art. 1338) (Art. 1344) them upon his co- party, is not a cause for annulment of
the contract.
Refers to those deceptions or Refers to those
misrepresentations of a deceptions or
Simulation of Contracts (Arts. 1345-1346)
serious character employed misrepresentations
It is the process of intentionally deceiving others by
by one party and without which are not serious in
producing the appearance of a contract that really does
which the other party would character and without
not exist or which is different from the true agreement.
not have entered into the which the other party
contract would have still entered
Requisites (DAP):
the contract
1. A deliberate declaration contrary to the will of the
Fraud which is serious in Fraud which is not parties.
character serious in character 2. Agreement of the parties to the apparently valid act.
It is the cause which induces It is not the cause that 3. The purpose is to deceive or to hide from third persons
the party to enter into a induced the party to although it is not necessary that the purpose be illicit or
contract enter into a contract for purposes of fraud.
Renders the party liable
Renders the contract voidable Kinds of simulation of contract:
for damages
1. Absolute (simulados) parties do not intend to be
bound by the contract at all. Status: VOID.
Bad faith and fraud are allegations of fact that demand 2. Relative (disimulados) parties conceal their true
clear and convincing proof. They are serious accusations agreement. It binds the parties to their real agreement,
that can be so conveniently and casually invoked, and that when it does not prejudice a third person and is not
is why they are never presumed (Cathay Pacific Airways, intended for any purpose contrary to law, morals, good
Ltd vs. Spouses Vazquez,G.R. No. 150843. March 14, customs, public order or public policy (i.e. a deed of
2003). sale of a piece of land is executed by the parties to
conceal their two agreement which is a donation).
Note: Failure to disclose facts, when there is a duty to
reveal them, constitutes fraud (Art. 1339). Two juridical acts in relatively simulated contracts:
1. Ostensible Act (Apparent or Fictitious) pretended
The usual exaggerations in trade, when the other party contract.
had an opportunity to know the facts, are not in 2. Hidden Act (Real) true agreement.
themselves fraudulent (Art. 1340). This is known as
tolerated fraud which includes minimizing the defects of Should the hidden act or the concealed contract be lawful
the thing, exaggerating its good qualities, and giving it and does not prejudice a third person, it is absolutely
qualities that it does not have (Tolentino, Arturo M., Civil enforceable. Its validity and effects will be governed by the
Code of the Philippines, 1987 ed., Vol. 4, p 510). rules applicable to it, and not by those applicable to the
apparent contract.
A mere expression of an opinion does not signify fraud
unless made by an expert and the other party relied on With respect to a third person acting in good faith, the
the formers special knowledge (Art. 1341). apparent contract must be considered as the true
contract. The declaration that the contract is simulated Exception to the exception:
does not prejudice him. a. In case of marriage settlements under Art. 130 of the
Civil Code; and
Relative simulation is presumed by law in case of Art. b. In case of partition of properties inter vivos by the
1602. deceased under Art. 1080 of the Civil Code.
Where such moral obligation is based upon a previous General Rule: Contracts shall be obligatory, in whatever
civil obligation which has already been barred by the form they may have been entered into, provided all the
statute of limitations at the time when the contract is essential requisites for their validity are present (Art.
entered into, it constitutes a sufficient cause or 1356).
consideration to support a contract (Villaroel vs. Estrada,
G.R. No. 47362 Diciembre 19, 1940), it is then already a Exceptions:
natural obligation. 1. When law requires that the contract be in a certain form
to be valid (Art. 1356);
Effect of Lack of Cause, Unlawful Cause, False Cause 2. When law requires that the contract be in a certain form
and Lesion (Arts. 1352-1355) to be enforceable (Statute of Frauds);
Cause Effect 3. When required to make the contract effective as against
third parties (Art.1357-1358)
The contract
There is a total
Lack of confers no right and Where the validity of a contract is made to depend upon a
lack or absence of
cause produces no legal particular formality, an action under Art. 1357 cannot be
cause
effect brought to compel the other party to execute such
formality. Article 1357 presupposes the existence of a existence of the contract in issue, which must be resolved
valid contract and cannot possibly refer to the form to by the ordinary rules of evidence;
make it valid.
Actions to compel the execution of the necessary
Contracts which must appear in writing: document and action upon the contract may be exercised
1. Donation of personal property whose value exceeds five simultaneously, unless it appears that the former action
hundred pesos (Art. 748); must precede the latter.
2. Sale of a piece of land or any interest therein through
an agent (Art. 1874); Although Art. 1357, in connection with Art. 1358, do not
3. Agreements regarding payment of interest in contracts operate against the validity of the contract nor the validity
of loan (Art. 1956); and of the acts voluntarily performed by the parties for the
4. Antichresis (Art. 2134); and fulfillment thereof, yet from the moment when any of the
5. Stipulation limiting common carriers duty of contracting parties invokes said provisions, it is evident
extraordinary diligence to ordinary diligence (Art. 1744) that under them execution of the required document must
precede the determination of the obligations derived from
Contracts which must appear in a public document: the contract (Jurado, Desiderio, Comments and
1. Donation of immovable properties (Art. 749); Jurisprudence on Obligations and Contracts, 2010 ed., p.
2. Partnership where immovable property or real rights are 484-485).
contributed to the common fund (Arts. 1171 and 1773);
3. Acts and contracts which have for their object the R.A. 8792 (E- Commerce Act) provides that the formal
creation, transmission, modification or extinguishment requirements to make contracts effective as against third
of real rights over immovable property; sales of real persons and to establish the existence of a contract are
property or of an interest therein is governed by Articles deemed complied with provided that the electronic
1403, No. 2, and 1405 (Art. 1358, no. 1); document is unaltered and can be authenticated as to be
4. The cession, repudiation or renunciation of hereditary usable for future reference.
rights or of those of the conjugal partnership of gains
(Art. 1358, no. 2);
5. The power to administer property, or any other power R EFO RM ATION OF I NSTRUMENTS
which has for its object an act appearing or which
should appear in a public document, or should prejudice Reformation of Instruments
a third person (Art. 1358, no. 3); and Remedy through which a written instrument is made or
6. The cession of actions or rights proceeding from an act construed so as to express or conform to the real intention
appearing in a public document (Art. 1358, no. 4). of the parties when some error or mistake has been
committed.
With respect to those enumerated under Art. 1358 (items
3 to 6 in the preceding list), they are valid as between the Rationale: It would be unjust and inequitable to allow the
contracting parties, the requirement that they be executed enforcement of a written instrument which does not reflect
in a particular form is for the purpose of making them or disclose the real meeting of the minds of the parties.
effective against third persons. However, with respect to
items 1 and 2, formalities are required for the validity of The courts, by reformation, do not attempt to make a new
the contract. contract for the parties, but to make the instrument
express their real agreement.
Contracts which must be registered:
1. Chattel mortgages (Art. 2140) Requisites:
2. Sale/transfer of large cattle (Cattle Registration Act). 1. Meeting of the minds of the parties;
2. Their true intention is not expressed in the instrument;
Note: Arts. 1357-1358 do not require the execution of the 3. Failure to express true intention is due to mistake,
contract either in a public/private document in order to fraud, inequitable conduct or accident and
validate/enforce it but only to insure efficacy, so that after 4. Clear and convincing proof of mistake, accident, relative
its existence has been admitted, the party bound may be simulation, fraud, or inequitable conduct.
compelled to execute the necessary document.
5. Sale of real estate with a statement of its area, at the Requisites before a contract entered into in FRAUD
rate of a certain price for a unit of measure or number OF CREDITORS may be rescinded:
and the vendor failed to deliver the area stated, the 1. There is a credit existing prior to the celebration of the
vendee may ask for rescission of the contract if the contract;
lack of area is not less than 1/10th of that stated. 2. There is fraud, or at least, the intent to commit fraud to
(Art.1539) the prejudice of the creditor seeking rescission;
6. The vendee does not accede to the failure to deliver 3. Creditor cannot in any legal manner collect his credit;
what has been stipulated (Art. 1542); and
7. When through eviction, the vendee loses a part of the 4. Object of the contract must not be legally in the
thing sold of such importance, in relation to the whole, possession of a third person who did not act in bad
that he would not have bought it without said part (Art. faith.
1556);
8. If immovable sold is encumbered with any non- The action to rescind contracts in fraud of creditors is
apparent burden or servitude of such nature that it known as accion pauliana.
cannot be presumed that the vendee could not have
acquired it had he been aware thereof, the vendee Accion pauliana presupposes a judgment and unsatisfied
may ask for rescission. (Art. 1560) execution which cannot exist when the debt is not yet
9. Election of the vendee to withdraw from the contract in demandable at the time the rescissory action is brought
the cases under Arts. 1561, 1562, 1564, 1565 and (Tolentino,Arturo, Commentaries and Jurisprudence on
1566 (Art. 1567); the Civil Code of the Philippines, 1991 ed., Vol. 4 p. 576).
10. Rescission by the aggrieved party in a contract of
lease when the other party does not comply with Arts. Even secured creditors are entitled to accion paulina
1654 and 1657 (Art. 1659) (Tolentino,Arturo, Commentaries and Jurisprudence on
the Civil Code of the Philippines, 1991 ed., Vol. 4, p.
Requisites before a contract entered into in behalf of 579).
wards or absentees may be rescinded on the ground
of LESION: Do all creditors benefit from the rescission of the
contract? As a rule, the rescission should benefit only
Lesion the creditor who obtained the rescission, because the
The injury which one of the parties suffers by virtue of a rescission is to repair the injury caused to him by the
contract which is disadvantageous for him. To give rise to fraudulent alienation. If a balance is left after satisfying
rescission, the lesion must be known or could have been the claim of the creditor who brought the action, other
known at the time of making of the contract. creditors who are qualified to bring an accion pauliana
1. Contract was entered into by a guardian in behalf of should be given the benefit of rescission, instead of
his ward or by a legal representative in behalf of an requiring them to bring other rescissory actions.
absentee; However, creditors who only became such after the
2. It was entered into without judicial approval; fraudulent alienation, cannot benefit from the rescission
3. Ward or absentee suffered lesion of more than of (Tolentino, Arturo, commentaries and Jurisprudence of
the value of the property which is the object of the the Civil Code of the Philippines, 1991 ed., Vol. 4, p.
contract; 583).
4. There is no other legal means of obtaining reparation
for the lesion; Presumption of Fraud (Art. 1387)
5. Person bringing the action must be able to return Test of fraud: Does it prejudice the rights of the
whatever he may be obliged to restore; and creditors? (Tolentino, Arturo, Commentaries and
6. Object of the contract must not be legally in the Jurisprudence on the Civil Code of the Philippines, 1991
possession of a third person who did not act in bad ed., Vol. 4 p. 580)
faith.
When Alienation of Property Presumed in Fraud of
Take note that a guardian is authorized only to MANAGE Creditors:
the estate of the ward; should he DISPOSE a portion 1. Alienation by gratuitous title if the debtor has not
thereof without authority from the court by way of a reserved sufficient property to pay all of his debts
contract, the same is unenforceable under Art. 1403 (1), contracted before alienation;
irrespective of whether there is lesion or not.
2. Alienation by onerous title if made by a debtor against The action for rescission is SUBSIDIARY; it cannot be
whom some judgment has been rendered in any instituted except when the party suffering damage has no
instance or some writ of attachment has been issued. other legal means to obtain reparation for the same (Art.
1383). Rescission shall be only to the extent necessary
Badges of fraud: to cover the damages caused (Art. 1384).
1. The fact of inadequate or fictitious cause or
consideration of the conveyance; EFFECT OF RESCISSION (Art. 1385):
2. Transfer by a debtor after suit has been begun and 1. As to the parties mutual restitution together with the
while it is pending against him; fruits and interest.
3. Sale on credit by an insolvent debtor;
4. Evidence of large indebtedness or complete Note: This is applicable only to rescissory actions on
insolvency the ground of lesion and not to rescissory actions on
5. Transfer of all or nearly all of debtors property by him, the ground of fraud.
especially when insolvent or greatly embarrassed
financially; 2. As to third person
6. Transfer between father and son, where others of the a. Bad faith or not legally in possession obliged to
above circumstances are present; return
7. Failure of the vendee to take exclusive possession of b. Legally in possession and not in bad faith no
all the property. rescission; however, indemnity for damages may
be demanded from the person causing the loss
Requisites before Payment Made by Insolvent can be
Rescinded: PRESCRIPTIVE PERIOD FOR ACTION FOR
1. It was made in a state of insolvency; and RESCISSION (Art. 1389):
2. Obligation must have been one which the debtor could 1. Under Art. 1381 no. 1 within 4 years from the time of
not be compelled to pay at the time such payment was the termination of the incapacity of the ward
effected. 2. Under Art. 1381 no. 2 within 4 years from the time
the domicile of the absentee is known
Apparent Conflict between Art. 1382 and Art. 1198 [1] 3. Under Art. 1381 nos. 3 and 4 as well as Art. 1382
if the Obligation is subject to Suspensive Period: within 4 years from the time of the discovery of fraud
Under Article 1382, payment made by an insolvent is
rescissible. Under Article 1198 [1], a debtor can be
compelled to pay by the creditor even before the V OID ABLE C O NTRACTS
expiration of the period since by his insolvency he has
already lost his right to the benefit of such period. Voidable Contracts
Voidable or annullable contracts are existent, valid, and
The conflict can easily be resolved by considering the binding, although they can be annulled because of want
priority of dates between the two debts. If the obligation of capacity or vitiated consent of one of the parties; but
with a period became due before the obligation to the before annulment, they are effective and obligatory
creditor seeking the rescission became due, then the between the parties. Hence, it is valid until it is set aside,
latter cannot rescind the payment even if such payment and its validity may be assailed only in an action for that
was effected before the expiration of the period; but if the purpose.
obligation with a period became due after the obligation
to the creditor seeking rescission became due, then the Characteristics of Voidable Contracts:
latter can rescind the payment.(Manresa) 1. Its defect consists of the vitiation of consent of one of
the contracting parties.
Parties who may institute action: 2. It is binding until it is annulled.
1. The creditor who is defrauded in rescissory actions on 3. It is susceptible of convalidation by ratification or
ground of fraud, and other person authorized to prescription.
exercise the same in other rescissory actions. 4. Its defect or voidable character cannot be invoked by
2. Their representatives third persons.
3. Their heirs
4. Their creditors by virtue of the subrogatory action Voidable or Annullable Contracts::
define in Art. 1177 of the NCC 1. Those where ONE of the parties is incapable of giving
consent to a contract;
2. Those where the consent is vitiated by mistake, which necessarily implies an intention to waive his right
violence, intimidation, undue influence or fraud. (Art. (Art. 1393).
1390)
Effects of Ratification:
Take note that Art. 1390 refers to a proper action in 1. Extinguish the action for annulment of a voidable
court. The validity of a voidable contract may only be contract.
attacked either by way of a direct action or by way of 2. Cleanses the contract of its defects from the moment it
defense via a counterclaim, and not a special or was constituted.
affirmative defense.
Requisites of Ratification:
Even though there are no damages between the 1. Contract is tainted with a vice susceptible of being
contracting parties, the contracts enumerated in Art. cured;
1390 are still voidable. 2. Confirmation is effected by the person who is entitled
to do so under the law;
If the consent is absolutely lacking or simulated, the 3. It is effected with knowledge of the vice or defect of the
contract is inexistent. contract; and
4. Cause of the nullity or defect have already
Modes to Extinguish an action for Annulment: disappeared
1. Prescription;
2. Ratification; and Note: The right to ratify may be transmitted to the heirs
3. Loss of the thing which is the object of the contract of the party entitled to such right. It may likewise be
through fraud or fault of the person who is entitled to exercised by the guardian of the incapacitated person
institute the action. having such right (Art. 1394). Ratification does not
require the conformity of the contracting party who has
Prescriptive Period: Action for Annulment (Art. 1391): no right to bring an action for annulment (Art. 1385).
1. Contracts entered into by incapacitated person within
4 years from the time guardianship ceases; Who may institute action for Annulment (Art. 1397):
2. Where consent is vitiated by violence, intimidation or
undue influence within 4 years from the time such General Rule: Action for annulment may be instituted by
violence, intimidation or undue influence ceases; all who are thereby obliged principally or subsidiarily.
3. Where consent is vitiated by mistake or fraud within
4 years from the time of the discovery of such mistake Requisites:
or fraud. 1. Plaintiff must have interest in the contract;
2. The victim and not the party responsible for the vice or
Note: These periods apply only to the parties to the defect must assert the same.
contract and not to third persons.
Exception: If a third person is prejudiced in his rights
Discovery of fraud must be reckoned from the time the with respect to one of the contracting parties, and can
document was registered in the office of the register of show detriment which would positively result to him from
deeds. Registration constitutes constructive notice to the contract in which he has no intervention (Teves vs.
the whole world (Carantes vs. CA, GR No.L-33360, Peoples Homesite & Housing Corp., GR No. 21498,
April 25, 1977). June 27, 1968).
Effects of Failure to Make Restitution (Arts. 1400- c. An agreement made in consideration of marriage,
1402): other than a mutual promise to marry;
Where the thing is lost - When the marriage is a mere incident, and to be the
1. Due to fault of defendant he shall return the fruits end to be attained by the agreement, the contract is
received and the value of the thing at the time of loss, not in consideration of marriage, and oral evidence can
with interest from the same date prove the agreement.
2. Due to fault of plaintiff the action for annulment shall
be extinguished d. An agreement for the sale of goods, chattels or things
3. Due to fault of the incapacitated whether the loss in action, at a price not less than 500 pesos, unless the
occurred during the plaintiffs incapacity or after he had buyer accepted and received such goods and chattels
acquired capacity, the action for annulment would still or evidences or some of them, of such things in action
be extinguished in accordance with Art. 1401, par. 1 or pay at the time some part of the purchase money;
4. Due to fortuitous event contract can still be annulled, but when a sale is made by auction and entry is made
but the defendant can be held liable only for the value by the auctioneer in his sales book, at the time of sale,
of the thing at the time of loss without interest thereon. of the amount and kind of property sold, terms, price,
names of the purchasers and persons to whose
account the sale is made, it is a sufficient
U NENFO RCE ABLE C ONTR ACTS memorandum;
2. Those which are absolutely simulated or fictitious; losses [Art. 315, 3 (b), RPC] even if gambling is
3. Those whose cause or object did not exist at the time prohibited.
of the transaction;
4. Those whose object is outside the commerce of men; Note: The principle of in pari delicto is applicable ONLY
5. Those which contemplate an impossible service; TO VOID CONTRACTS and not to inexistent contracts.
6. Those where the intention of the parties relative to the
principal object of the contract cannot be ascertained; Effects when both are at fault:
and 1. They shall have no action against each other.
7. Those expressly prohibited or declared void by law. 2. Both shall be prosecuted.
3. The effects or instruments of the crime shall be
The following stipulations are void: confiscated in favor of the government.
1. Pactum comissorium (Arts. 2088, 2130 and 1390 - a
stipulation that allows the creditor to appropriate the Effects when only one is at fault:
things given by way of pledge or mortgage or dispose 1. The guilty party will be prosecuted.
of them. 2. The instrument of the crime will be confiscated.
2. Pactum de non alienado (Art. 2130) - a stipulation 3. The innocent one may claim what he has given; or if
forbidding the owner from alienating the immovable he has not given anything yet, he shall not be bound to
mortgaged. comply with his promise.
3. Pactum leonina (Art.1799) - a stipulation which
excludes one or more partners from any share of the
profits or losses. N ATUR AL O BLIG ATIONS
Prescription Laches
Concerned with the fact Concerned with the effect
of delay of delay
Question of inequity of
Question or matter of
permitting the claim to be
time
enforced
Statutory Not statutory
Applies in law Applies in equity
Cannot be availed of
Being a defense in
unless it is specifically
equity, it need not be
pleaded as an affirmative
specifically pleaded
allegation
Based on a fixed time Not based on a fixed time