Natural Elements | Elements of a Contract | General Provisions | Contracts | OBLIGATIONS AND CONTRACTS

In the field of Civil Law, specifically in the study of Obligations and Contracts, Natural Elements of contracts form a key part of contract law. This topic is intricately tied to the essence and functionality of contracts within the Philippine legal system and adheres closely to the provisions set forth in the Civil Code of the Philippines. Here’s a detailed discussion on Natural Elements of a Contract under the specified headings:


1. Understanding the Natural Elements of a Contract

In contract law, elements are categorized into three types:

  • Essential Elements: Those without which no contract can exist (e.g., consent, object, and cause).
  • Natural Elements: Those that are inherently part of the contract, unless otherwise stipulated by the parties.
  • Accidental Elements: Those that depend on stipulations by the parties and are not essential for the contract's existence.

The Natural Elements of a contract are provisions or stipulations that the law presumes to exist in a contract due to its nature. These elements are included by default due to the law's provision and the implied expectations around certain contracts. However, the parties may choose to exclude or modify them without affecting the contract’s validity, as they are not essential elements.

2. Legal Basis in Philippine Law

The Civil Code of the Philippines provides guidance on the nature and interpretation of these natural elements. The principle surrounding natural elements is rooted in the idea that certain aspects naturally belong to specific contracts, often due to the contract type or the relationship between parties involved.

Relevant Articles in the Civil Code:

  • Article 1306: This article embodies the principle of freedom to stipulate terms, allowing parties to exclude or alter natural elements in their contracts unless doing so would contravene law, morals, good customs, public order, or public policy.
  • Article 1370: This highlights that contracts should be understood according to their nature and purpose, implicitly acknowledging the inclusion of natural elements.
  • Various provisions on specific contracts (such as partnership, lease, and agency) assume natural elements, highlighting them in individual articles.

3. Examples of Natural Elements in Contracts

Natural elements vary depending on the type of contract. Here are some key examples:

  • Sale Contracts:

    • Warranty Against Eviction: The law presumes a warranty against eviction, meaning the seller guarantees the buyer’s peaceful possession of the property. The buyer will not be disturbed by a third party with a better right unless this warranty is expressly waived by the buyer (Art. 1548).
    • Warranty Against Hidden Defects: This is another presumption in sale contracts. Sellers are presumed to warrant against defects not visible or known to the buyer at the time of sale. This can be waived, but the default inclusion is a natural element (Art. 1561).
  • Partnership Contracts:

    • Duty to Contribute to Losses: Partners are presumed to share in both the profits and losses of the partnership according to their agreement or equally in the absence of an agreement (Art. 1797). This duty to share losses is a natural element.
    • Fiduciary Duty: Partners are expected to act in good faith and prioritize the partnership's interests over personal gains. This fiduciary relationship exists by default and is implied by the nature of the partnership (Art. 1807).
  • Lease Contracts:

    • Duty to Maintain Property: A lessor has the duty to maintain the property in a state suitable for the purpose it was leased, which is a natural element. This duty may be waived or modified by agreement (Art. 1654).
    • Right to Sublease: Generally, lessees may sublease the property unless there is a specific stipulation forbidding it. This freedom is a natural element of lease contracts but may be excluded (Art. 1650).
  • Agency Contracts:

    • Duty to Account: Agents have a duty to render accounts of their transactions and dealings with the principal, an expectation that is naturally part of an agency contract. This duty may be modified but generally persists due to the fiduciary nature of the relationship (Art. 1891).

4. Characteristics and Legal Implications of Natural Elements

  • Inherent but Modifiable: Natural elements are presumed by law due to the type of contract but can be modified or excluded if the parties mutually agree.
  • Derived from Law, Not Negotiation: Unlike accidental elements, natural elements exist due to legislative intent or established legal principles. Their inclusion is generally based on the need to balance fairness and foreseeability in specific contract types.
  • Role in Interpretation: In cases of ambiguity in contract interpretation, courts often look to natural elements to understand the parties' presumed intentions. If parties fail to explicitly address an issue that is traditionally a natural element, courts may infer its inclusion as per the contract's nature.

5. Exclusion or Modification of Natural Elements

  • Parties have the freedom to exclude or modify natural elements through explicit stipulations, as long as this does not violate existing laws or public policy.
  • Exclusions must be clear and specific. Courts require explicit language to accept a waiver of a natural element, especially when it concerns rights like warranties or fiduciary duties.
  • Example: In a contract of sale, the buyer may waive the warranty against eviction, but such waiver must be explicitly stated. A simple omission will not suffice to assume waiver, as courts tend to protect the buyer’s right to peaceful possession.

6. Judicial Treatment and Importance

Philippine courts recognize the legal significance of natural elements in cases involving contractual disputes. Courts assess whether these elements were implicitly expected and consider the presumed intentions of the parties.

For instance:

  • Case Law on Warranties in Sale Contracts: Courts have ruled that warranties are presumed unless waived in clear terms.
  • Agency Disputes and Fiduciary Duty: Courts consistently emphasize the fiduciary nature of agency, often enforcing the agent's duty to account even if the contract is silent on this matter.

The judiciary upholds these elements as inherent to protect parties' rights and maintain contractual fairness.