OBLIGATIONS AND CONTRACTS

CIVIL LAW: OBLIGATIONS AND CONTRACTS UNDER PHILIPPINE LAW

I. General Principles of Obligations

  1. Definition of Obligation:

    • According to the Civil Code of the Philippines, an obligation is a juridical necessity to give, to do, or not to do (Art. 1156).
    • Obligations create a binding force that mandates one or more persons to undertake or refrain from undertaking certain acts.
  2. Elements of an Obligation:

    • Active Subject (Creditor/Obligee): The party entitled to demand fulfillment.
    • Passive Subject (Debtor/Obligor): The party obliged to perform.
    • Object/Prestation: The obligation's subject matter (i.e., to give, to do, or not to do).
    • Juridical or Legal Tie: The binding cause or source of the obligation, like a contract or law.
  3. Sources of Obligations (Art. 1157):

    • Law: Obligations imposed by law, independent of the will of the parties.
    • Contracts: Agreements with the force of law due to the parties' voluntary engagement.
    • Quasi-Contracts: Arise when certain lawful, voluntary acts produce obligations.
    • Delicts: Obligations arising from crimes or offenses.
    • Quasi-Delicts (Torts): Obligations from damage caused by fault or negligence not constituting a criminal offense.
  4. Types of Obligations:

    • Pure and Conditional Obligations: Unconditional or conditioned on certain events.
    • Obligations with a Period: With a determinate time for fulfillment.
    • Alternative and Facultative Obligations: Various modes of performance.
    • Joint and Solidary Obligations: Divisible or indivisible obligations among parties.

II. Types of Obligations Based on Prestation

  1. To Give:

    • Obligations involving the delivery of a thing.
    • The obligor must take care of the thing as a good father of a family (Art. 1163).
  2. To Do:

    • Involves undertaking a certain act.
    • Non-performance allows the creditor to obtain performance at the debtor’s expense.
  3. Not to Do:

    • Obliges the debtor to refrain from specific actions.
    • Breach allows the creditor to demand the undoing of the act at the debtor’s expense.

III. Extinguishment of Obligations (Art. 1231)

  1. Payment or Performance:

    • General Rule: Delivery and payment extinguish obligations.
    • Special Rules: Partial payments or performances may not extinguish the whole obligation.
  2. Loss of the Thing Due:

    • When the specific thing is lost or destroyed without fault of the obligor, the obligation is extinguished (Art. 1262).
  3. Condonation or Remission:

    • Voluntary release by the creditor of the obligation of the debtor.
  4. Confusion or Merger:

    • When the qualities of the creditor and debtor are merged in one person.
  5. Compensation:

    • When two parties owe each other and offset their obligations mutually.
  6. Novation:

    • Replacing an old obligation with a new one, either by changing the object, principal, or parties.

IV. Contracts

  1. Definition of Contract (Art. 1305):

    • A meeting of minds between two or more persons whereby one binds oneself, with respect to the other, to give something or render some service.
  2. Essential Requisites of Contracts (Art. 1318):

    • Consent: Agreement between the parties.
    • Object: The subject matter must be within the commerce of men.
    • Cause: The consideration or reason for the contract.
  3. Stages of a Contract:

    • Preparation or Negotiation: Parties propose terms.
    • Perfection or Birth: Parties agree on the contract's terms.
    • Consummation: Performance and fulfillment of the contract.
  4. Classifications of Contracts:

    • As to Perfection: Consensual, real, and formal contracts.
    • As to Cause: Onerous, gratuitous, and remunerative contracts.
    • As to Parties: Unilateral (one party is bound) and bilateral (both parties are bound).
  5. Freedom to Contract:

    • Contracts can be created as long as they are not contrary to law, morals, good customs, public order, or public policy.

V. Specific Types of Contracts

  1. Contract of Sale:

    • Ownership is transferred upon delivery of the thing sold and payment of the price.
  2. Lease of Things or Services:

    • Lease of Things: A person binds oneself to give enjoyment of a thing for a certain period in exchange for price.
    • Lease of Services: One party binds oneself to render a service for a price.
  3. Agency:

    • A person binds oneself to render some service or do something on behalf of another with the latter's consent.

VI. Defective Contracts

  1. Rescissible Contracts:

    • Valid but can be rescinded due to external circumstances, such as prejudice to creditors.
  2. Voidable Contracts:

    • Valid until annulled due to defects in consent, like fraud, intimidation, or incapacity.
  3. Unenforceable Contracts:

    • Cannot be enforced unless ratified due to a lack of authority, lack of proper formalities, or absence of legal representation.
  4. Void Contracts:

    • No legal effect due to a violation of essential legal requirements, such as those contrary to public policy.

VII. Remedies for Breach of Contract

  1. Specific Performance:

    • Demanding actual fulfillment of the contract’s obligations.
  2. Rescission:

    • Canceling the contract due to substantial breach.
  3. Damages:

    • Claim for compensation due to breach:
      • Actual Damages: Compensate actual losses.
      • Moral Damages: Awarded for emotional suffering.
      • Exemplary Damages: To deter similar conduct.
      • Nominal Damages: Symbolic amount when no actual loss.