Expromisión and delegación are two types of novation that involve the substitution of debtors and the subsequent extinguishment of the original obligation in favor of a new one. These concepts are essential to civil law, especially in obligations and contracts. In novation by substitution of debtors, the original obligation is extinguished, and a new one is created, with a new debtor taking the place of the old debtor.
Novation in General
Novation, under Philippine civil law, refers to the extinguishment of an obligation through the creation of a new one, which replaces the original. Novation can happen either by changing the object or principal conditions, by substituting the person of the debtor, or by subrogating a third person in the rights of the creditor.
Article 1291 of the Civil Code of the Philippines states:
"Obligations may be modified by:
- Changing their object or principal conditions;
- Substituting the person of the debtor;
- Subrogating a third person in the rights of the creditor."
Two important novation types, which fall under substitution of the person of the debtor, are expromisión and delegación.
Expromisión and Delegación Distinguished
Both expromisión and delegación involve third-party intervention, but they differ in the manner and requirements of substitution, as well as in the legal consequences for the parties involved.
1. Expromisión
Expromisión is a type of novation by substitution of debtors where a third party, without the intervention of the original debtor, assumes the obligation on behalf of the debtor. This new debtor substitutes the original debtor with the creditor’s consent, resulting in the extinguishment of the original obligation and the creation of a new obligation between the new debtor and the creditor.
Key Characteristics of Expromisión:
- Initiated by a Third Party: The substitution of the debtor is done at the initiative of a third person who voluntarily assumes the obligation of the original debtor.
- No Intervention by the Original Debtor Required: The original debtor’s consent is not required, although the creditor must consent to the substitution.
- Extinguishment of the Original Obligation: The original obligation is extinguished upon the assumption of the obligation by the new debtor, creating a new obligation between the creditor and the third party.
- Effect on the Original Debtor: The original debtor is entirely discharged from the obligation and has no further liability to the creditor.
Legal Effects of Expromisión:
- Novation: There is a novation of the obligation by substitution, extinguishing the original debt and creating a new obligation.
- Release of the Original Debtor: The original debtor is released from all obligations to the creditor because the new debtor assumes the debt in full.
Expromisión is advantageous when a third party wishes to assume a debt without needing the original debtor’s involvement, as long as the creditor agrees.
2. Delegación
Delegación is another form of novation by substitution of debtors, where the original debtor, with the creditor’s consent, introduces a third party who assumes the obligation in their stead. The main distinction is that the original debtor is actively involved in the process and plays a crucial role in introducing the new debtor to the creditor.
Key Characteristics of Delegación:
- Initiated by the Original Debtor: The substitution is initiated by the original debtor, who “delegates” the obligation to the third party with the consent of the creditor.
- Consent of All Parties Required: Unlike expromisión, delegación requires the agreement of all three parties – the creditor, the original debtor, and the new debtor.
- Extinguishment of the Original Obligation: As with expromisión, the original obligation is extinguished, creating a new obligation with the new debtor as the sole liable party.
- Possible Guarantee by the Original Debtor: In some cases, the original debtor may still provide a guarantee or assume secondary liability, depending on the terms of the agreement and the creditor’s requirements.
Legal Effects of Delegación:
- Novation: The obligation is extinguished through novation, as the new debtor assumes the debt, and a new obligation is formed.
- Release of Original Debtor: Generally, the original debtor is released from liability. However, under certain circumstances, the creditor may require the original debtor to act as a guarantor.
Delegación is more formal and structured than expromisión, as it involves the active participation and consent of all parties.
Comparison of Expromisión and Delegación
| Aspect | Expromisión | Delegación |
|---|---|---|
| Initiating Party | A third party voluntarily assumes the debt | Original debtor introduces the new debtor to the creditor |
| Original Debtor's Role | Not required; only the creditor’s consent is necessary | Original debtor actively delegates responsibility |
| Consent Requirements | Creditor and new debtor’s consent | Consent of creditor, original debtor, and new debtor |
| Obligation Extinguished | Yes, upon assumption by the new debtor | Yes, upon delegation and acceptance |
| Release of Original Debtor | Original debtor is fully discharged | Original debtor is typically released, but may act as guarantor in some cases |
Practical Applications and Legal Implications
In practical terms, the distinctions between expromisión and delegación have implications for legal liability and recourse:
- Creditor’s Security: Creditors might prefer delegación when the original debtor has better financial standing, as they may request the original debtor to act as a guarantor.
- Debtor’s Consent: Expromisión can simplify processes when the original debtor is unavailable or unwilling to participate in the substitution but might be disadvantageous if the original debtor does not wish to be released from the obligation.
Summary:
- Expromisión allows a third party to take on the debtor’s obligation without involving the original debtor directly.
- Delegación requires the active involvement of the original debtor, who presents the new debtor to the creditor for approval.
- Both forms extinguish the original obligation and replace it with a new one between the creditor and the new debtor, effectively freeing the original debtor from liability, though in delegación, additional guarantees may be agreed upon.
By understanding these distinctions, parties can make informed decisions on debt substitution, balancing ease of transition with liability considerations, to effectively manage obligations within Philippine civil law.