Types of Obligations in Contracts

Below is a comprehensive discussion of Types of Obligations in Contracts under Philippine law, specifically guided by the Civil Code of the Philippines. This overview is intended for educational purposes and does not constitute legal advice.


I. Overview of Obligations in Philippine Law

A. Definition of an Obligation

Under Article 1156 of the Civil Code of the Philippines, an obligation is a juridical necessity to give, to do, or not to do. In simpler terms, when a person (the obligor or debtor) is bound by law or contract to perform a certain act, deliver something of value, or refrain from doing something, that person has an obligation to another (the obligee or creditor).

B. Sources of Obligations

Article 1157 enumerates the sources of obligations:

  1. Law
  2. Contracts
  3. Quasi-contracts
  4. Delicts (Crimes)
  5. Quasi-delicts (Torts)

For the purpose of this discussion, we focus on obligations arising from contracts and their classifications as regulated by the Civil Code.


II. Classifications of Contractual Obligations

The Civil Code provides several ways to classify obligations, primarily found in Articles 1179 to 1230. Below are the main classifications relevant to contracts:

  1. Pure and Conditional Obligations
  2. Obligations with a Period or a Term
  3. Alternative and Facultative Obligations
  4. Joint and Solidary Obligations
  5. Divisible and Indivisible Obligations
  6. Obligations with a Penal Clause

Each classification affects how obligations are created, interpreted, and ultimately performed or extinguished.


III. Pure and Conditional Obligations

A. Pure Obligations

A pure obligation is one that is not subject to any condition and does not have a specific period or term attached to it. It is immediately demandable:

  • Article 1179 (first paragraph) provides that obligations that do not depend on a future or uncertain event, or upon a past event unknown to the parties, are pure obligations.
  • A pure obligation is enforceable at once. For instance, if a contract simply states, “I will pay you PHP 50,000,” without mentioning any condition or period, that obligation is pure and becomes immediately demandable.

B. Conditional Obligations

A conditional obligation is one whose demandability or extinguishment depends on the happening or non-happening of a future and uncertain event (or upon a past event unknown to the parties).

1. Suspensive Condition

  • Definition: The obligation arises only upon the fulfillment of the condition.
  • Example: “I will pay you PHP 50,000 if I pass the bar examination.” The passing of the bar is a future and uncertain event. If it happens, the obligation to pay becomes effective.

2. Resolutory Condition

  • Definition: The obligation is immediately demandable but is extinguished upon the fulfillment of the condition.
  • Example: “I will give you the house, but if my sister returns from abroad, this obligation ends.” Here, the obligor’s duty exists right away, but it will be terminated or resolved once the event (the sister’s return) occurs.

C. Effects of the Happening or Non-Happening of the Condition

  • If the condition is suspensive, the obligation only arises or becomes effective upon the fulfillment of that condition.
  • If the condition is resolutory, the obligation is in force but will be extinguished upon fulfillment of the condition.

IV. Obligations with a Period (or a Term)

An obligation with a period is one whose demandability or extinguishment depends on a date certain—an event that will definitely happen, although it may not be known when. These obligations are governed by Articles 1193 to 1198.

A. Suspensive Period (Ex die)

  • The obligation begins only when the period arrives.
  • Example: “I will pay you PHP 50,000 on December 30.” The obligation exists but cannot be demanded until December 30.

B. Resolutory Period (In diem)

  • The obligation is valid up to a certain day, after which it is extinguished.
  • Example: “You can stay in my condo unit until the end of the year.” Once December 31 passes, the right to stay ends.

C. Courts' Power to Fix the Period

In certain cases (e.g., when a debtor binds himself to pay when his means permit him to do so), Article 1197 empowers courts to fix the duration of the period if it is left solely to the will of one of the parties and no exact period has been provided.


V. Alternative and Facultative Obligations

A. Alternative Obligations

In an alternative obligation, multiple prestations (things to deliver or acts to do) are due, but the performance of one of them is sufficient to extinguish the obligation (Article 1199).

  1. Right of Choice – Primarily, it belongs to the debtor unless otherwise stipulated.
  2. Limitation of Choice – The choice shall produce no effect except from the time it has been communicated to the other party.
  3. Loss or Impossibility – If some of the alternatives become impossible through no fault of the debtor, the obligation may still be discharged by performing any of the remaining possible prestations.

B. Facultative Obligations

A facultative obligation is one where only one prestation is due, but the debtor may substitute it with another prestation.

  • The substitution is purely voluntary on the part of the debtor.
  • If the principal obligation (the main object or act) is lost through the debtor’s fault before he could make the substitution, he is liable.
  • However, if the substitute is lost, the debtor is still bound to deliver or perform the principal obligation.

VI. Joint and Solidary Obligations

A. Joint Obligations

A joint obligation (also called pro rata obligation) is one where the obligation is presumed to be divided among the different creditors and/or debtors, each having a share.

  • Article 1207 provides that when the obligation is silent, the presumption is that it is joint, not solidary.
  • Each debtor is liable only for his proportionate share, and each creditor is entitled to demand only his share.

B. Solidary Obligations

A solidary obligation (also called joint and several obligation) exists when each debtor is liable for the entire obligation, and each creditor has the right to demand the whole obligation from any debtor. Solidary obligations arise by:

  1. Law
  2. Stipulation in the contract
  3. Nature of the obligation

Article 1207 and the succeeding articles outline that in solidary obligations:

  • A creditor can demand the entire prestation from any one of the solidary debtors.
  • Payment by one solidary debtor extinguishes the obligation for all.
  • Solidary debtors among themselves have the right to recover contributions from co-debtors, subject to rules on reimbursements.
  • Solidary liability is often used in contracts involving multiple parties to ensure a creditor can collect from any or all if necessary.

VII. Divisible and Indivisible Obligations

A. Divisible Obligations

An obligation is divisible when it can be validly performed in parts or fractions. Typically, obligations to pay money are inherently divisible—payment can usually be made in fractions unless otherwise stipulated.

B. Indivisible Obligations

An obligation is indivisible when it cannot be partially performed; the nature of the prestation or the stipulation of the parties requires that it be performed in one act or as a whole.

  • Example: The obligation to deliver a specific car cannot be fulfilled by delivering half of the car.
  • Even if an obligation is divisible physically, it may still be treated as indivisible if the parties agreed that it shall be performed in entirety.

VIII. Obligations with a Penal Clause

A. Definition and Purpose

An obligation with a penal clause is one where a penalty is imposed in case of breach. The penalty substitutes for damages and interests in case of non-compliance, unless otherwise stipulated. This is covered in Articles 1226 to 1230.

B. Effect of the Penal Clause

  1. Purpose: To ensure performance by providing a deterrent (a fixed penalty) if the obligor fails to fulfill the principal obligation.
  2. Substitution: Generally, the penalty replaces damages, but if stipulated, the creditor may also claim damages apart from the penalty.
  3. Reduction by the Courts: Courts may reduce the penalty if it is iniquitous or unconscionable.

IX. Extinguishment of Obligations

While the main focus is on the types or classifications of obligations, understanding how obligations are extinguished is helpful:

  • Payment or Performance
  • Loss of the thing due
  • Condonation or Remission of the Debt
  • Confusion or Merger of the Rights of Creditor and Debtor
  • Compensation
  • Novation

X. Practical Implications

  1. Contract Drafting

    • Clarity on whether the parties intend an obligation to be joint or solidary is crucial. Ambiguities may lead to default legal presumptions (i.e., joint, in most cases).
    • If parties want an obligation to be solidary, they must expressly stipulate it.
  2. Risk Allocation

    • Conditional obligations help parties manage risk, ensuring certain obligations only become effective upon events like meeting certain milestones.
    • Penal clauses are common in construction and service contracts to discourage delays or non-performance.
  3. Enforceability and Remedies

    • In solidary obligations, a creditor has broader remedies because he or she can go after any solidary debtor for the entire amount.
    • In conditional or period-based obligations, the timing of enforcement is key: a creditor can only demand performance once the condition has been met or the period has arrived.
  4. Court Intervention

    • Philippine courts may intervene in certain cases (e.g., when the period is left solely to one party’s will, or when a penalty is excessive).

XI. Conclusion

Understanding the types of obligations under Philippine law is fundamental for anyone entering into contracts, whether as an individual or a business. The Civil Code provides clear, though sometimes intricate, rules on how obligations are formed, performed, and extinguished. Key takeaways include:

  • The importance of clarifying conditions or periods to avoid disputes over demandability and delay.
  • Properly stipulating solidary or joint liability to reflect the parties’ intentions.
  • Recognizing that courts may fix periods, reduce penalties, or interpret ambiguities in the interest of justice.

While this guide offers a comprehensive overview, parties are encouraged to seek professional legal counsel for specific contractual matters to ensure that their rights and obligations are properly protected and enforced under Philippine law.


Disclaimer

This document is for informational and educational purposes only and does not constitute legal advice. For specific concerns or detailed contract drafting and interpretation, it is best to consult a licensed Philippine attorney.

Disclaimer: This content is not legal advice and may involve AI assistance. Information may be inaccurate.