Civil Law > Obligations and Contracts > Extinguishment of Obligations > Novation > Expromision and Delegacion Distinguished > Consent Required

1. Overview of Extinguishment of Obligations through Novation Novation, under Philippine law, is a mode of extinguishing obligations by substituting a new one in place of the original. This substitution could involve a change of the object, the principal conditions, or the parties involved in the obligation. Novation is governed by Articles 1291 to 1304 of the Civil Code of the Philippines.

Novation can be classified as either objective (modifying the obligation itself) or subjective (changing the person of the debtor or creditor). In subjective novation, the substitution of the debtor can occur by expromision or delegacion. These two forms of novation are distinguished primarily by the nature and consent required.

2. Expromision and Delegacion in Subjective Novation

Expromision and delegacion are methods to transfer the obligation from the original debtor to a new debtor.
Both are forms of subjective novation where the person of the debtor is replaced.
They are differentiated by the manner of substitution and the role of consent in each.

3. Expromision

In expromision, a third party (new debtor) voluntarily assumes the obligation of the original debtor without requiring the latter's initiative or consent.
The substitution here occurs independently of the original debtor's action.
Consent of the creditor is required for expromision to take effect, as the creditor must agree to the new party assuming the obligation.
Importantly, the original debtor’s consent is not needed. However, if the creditor does not agree to the substitution, expromision cannot take place.
The new debtor assumes all rights, obligations, and defenses inherent to the original debt unless otherwise agreed upon.

Example of Expromision: A third party offers to pay the debt of a friend to the creditor. The friend (original debtor) is not involved in this offer; however, the creditor must consent for the substitution to occur. If the creditor consents, the original debtor is released from the obligation.

4. Delegacion

In delegacion, the substitution of the debtor is initiated by the original debtor, who proposes a new debtor to the creditor.
This type of novation requires the consent of all three parties: the original debtor, the new debtor, and the creditor.
Delegacion involves all parties’ concurrence in the substitution arrangement, making it a more formalized transfer compared to expromision.
The new debtor takes on the original obligation, with any defenses or conditions attached to the debt, and the original debtor is released from liability.

Example of Delegacion: An original debtor asks another person to assume their debt obligation, and this person agrees. However, for the substitution to be effective, the creditor must also approve of this new arrangement. Once the creditor consents, the original debtor is discharged from the obligation.

5. Consent Requirement in Expromision and Delegacion

In expromision, the substitution requires only the consent of the creditor and the new debtor. The original debtor’s consent is not essential, as the assumption of debt is unilateral.
In delegacion, consent from all three parties (original debtor, new debtor, and creditor) is mandatory. This mutual consent is necessary for delegacion to extinguish the original obligation and bind the new debtor.
This distinction underscores the importance of the creditor's rights in any novation, as they hold the power to accept or reject the substitution of the debtor.

6. Legal Effects of Expromision and Delegacion on the Obligation

When expromision or delegacion occurs, the original obligation is extinguished, and a new obligation is established with the new debtor.
Rights and defenses associated with the original obligation, including possible modifications or conditions agreed upon in the substitution, now apply to the new debtor.
The original debtor is released from liability, provided all conditions for a valid novation have been met.

7. Key Judicial Interpretations

Case law emphasizes the importance of creditor consent in both expromision and delegacion, as the creditor’s rights are paramount in determining the enforceability of a novation.
The courts have ruled that without creditor consent, neither expromision nor delegacion can effectively replace the original debtor. This requirement protects the creditor’s interests, ensuring they maintain control over whom they may collect from.
The Supreme Court has underscored that novation, particularly in subjective substitution, is never presumed. Clear and unequivocal proof of all parties’ intent to effect novation is necessary.

8. Practical Implications for Obligations and Contracts

Parties involved in obligations must carefully consider the consent requirements when substituting debtors.
Creditors maintain the prerogative to approve or deny any substitution, safeguarding their ability to assess the financial reliability of the new debtor.
Legal practitioners should advise clients on the importance of obtaining explicit consent to avoid disputes over liability, particularly in cases of expromision, where the original debtor might not be involved in the substitution process.

Summary

Expromision and delegacion are distinguished in the context of extinguishing obligations through novation by the role of consent:

Expromision: Involves a third party assuming the obligation unilaterally with only creditor consent.
Delegacion: Involves substitution initiated by the original debtor, requiring consent from the original debtor, new debtor, and creditor.

In both cases, the original obligation is extinguished, provided all parties meet the legal requirements, and a new obligation is established with the substituted debtor.