CONTRACTS REVIEWER

QUIJANO, MICOLE
CONTRACTS:

A. GENERAL PROVISIONS
1305
Requisites: (1318)
1. Consent meeting of minds
2. Object of the contract to do Page 1 3/13/09Created by , not to
do, to give
3. Cause parties involved, not only 2 persons since there are joint
and solidary obligations

*Not necessary written form

Phases:
1. Negotiations price, payment, date, parties
2. Perfection have the meeting of minds, then a contract is born
3. Performance do the object of the contract

*Agreement social meeting of the minds, not legally enforced
*Contract legal

1306
Example: Drug dealers contract no contract at all since DRUGS are
illegal, takes effect on both parties

1307
Innominate contracts, page 289

1308
Binds both parties, not according to will of one, must be of both

1309
Third person can determine performance, ONLY IF MADE KNOWN to the
contracting parties

1310
Refer to 1309, determination NOT obligatory if INEQUITABLE. Courts
decide if inequitable or not.

1311
GENERAL RULE: Between parties, ASSIGNS, SUCCESSORS and HEIRS if
heir, not liable beyond property received from decedent

EXCEPTION:
1. By nature implied already like talents, intransmissible rights
CONTRACTS REVIEWER
QUIJANO, MICOLE
2. By stipulation they alone
3. By provision of law - see page 294

Examples:

A, father ! B 10 Million
C, daughter ! B 10 Million, but inherited only 5 Million because other 5
Million donated to Church (Valid donation), B can only receive 5 Million if
VALID donation

A, father !B 10 Million
C, daughter ! 10 Million, received 5 Million but became insolvent. ! B
CANNOT RECEIVE FROM B since liability only up to what has been
received from A

1312 see book

1313
Creditors protected in cases of contracts intended to defraud them

1314
Interference of Contracts: Third person induces another to VIOLATE
contract laible for DAMAGES

Example:
A works for company B, C, third person PIRATES by INCREASE in salary
(Buy Employee)
Labor law - in favor of employee

1315 SEE BOOK

1316 SEE BOOK

1317
No one may contract in the name of another WITHOUT BEING
AUTHORIZED by the latter, or unless he has by law a right to represent
him.

A! B 10 Million

D, driver act in behalf of A CANNOT BE UNLESS AUTHORIZED BY
PRINCIPAL

1318 SEE ABOVE (1305)

CONTRACTS REVIEWER
QUIJANO, MICOLE

B. CONSENT

1319
Consent
1. Offers it is certain, priced explicitly
*If any change in offer counteroffer, STILL NO CONTRACT
2. Accepts absolute agreeing to all terms and conditions THEN
THE CONTRACT IS BORN
1320
Payment is implied when accepted perfection and performance

1321 SEE BOOK

1322
Offer made through an agent is accepted from the time acceptance is
communicated to him

1323
Offer ineffective upon DEATH, CIVIL INTERDICTION, INSANITY or
INSOLVENCY of either party

1324
One who offered allow period to accept ! offer may be WITHDRAWN
anytime BEFORE ACCEPTANCE by COMMUNICATING the withdrawal

Exception:
Option Contract giving person a consideration a certain period within
which to accept the offer

Example: Big deals between companies, pay for the time SEE BOOK

1325 - 1326 (SEE NOTES)
Advertisements NOT OFFER, only an INVITATION, not a breach

MARKETER ! PERSON ! STORE
Marketer - inviting only, not offering
Person ! Store; there the contract lies, Person is OFFERER and Store
ACCEPTS

When ACCEPTANCE came to knowledge of OFFERER




CONTRACTS REVIEWER
QUIJANO, MICOLE





1327 1328

Consent is DEFECTIVE if




1329 SEE BOOK NOT DISCUSSED IN CLASS

1330 VITIATION VOIDABLE (Valid until ANNULLED)

1. Error (1331, 1332) object of the contract, cause of the contract,
condition (Reason why parties entered the contract)
*If one party unable to read/in language not understood by one,
MISTAKE/ERROR ! person enforcing contract must show terms and
fully explained to the one unable to read/misunderstood language

*1333-1334 SEE BOOK

2. Violence (1335, 1336)
a. Physical
b. Serious
c. Irresistible forces
d. Directed against party whose consent is acquired
e. See notes if punched by 3
rd
person to be employed

3. Intimidation produces fear
-Intimidation to person, property
of one party, spouse, descendants and ascendants
- 1335 1336
- Directed to person himself threats not performed specific
things and people !INTIMIDATION
- VIOLENCEif threat is performed

4. Undue Influence (1337) improper advantage; more powerful than
the other; 2 parties and unequal footing

5. Fraud (1338)
a. Causal fraud fraud before enter the contract annul contract
Incapacitated
Vitiation
Hypnotic
Drunk
Insane (NOTES)
Exception: Lucid Interval
Deaf-Mute cannot
read or write
Minors
REASON
WELL GROUND
CONTRACTS REVIEWER
QUIJANO, MICOLE
Example: Deliver a dozen shirts, know and sell FAKE shirt but told
buyers ORIGINAL, fraud existed from start and person guilty of fraud
either acted/performed
b. If incidental fraud liable for damages
Examples: Sell dozen shirts, real sell real, buyer bought/ordered,
when delivered FAKE (performed) ! not annul contract but only
damages

1339
Failure to disclose facts ! FRAUD

Example: Sell steel build bridge inform strength and life span
If experts opinion and if wrong ! FRAUD

1340
Ads are not fraudulent

1341 (Refer to 1339)

1342, 1343, 1344, 1345 (SEE BOOK)

1346 - simulated pretend to have contract but there is really none

*Absolute simulation VOID contract, none at all
*Relative simulation there is contract but the one revealed in public is
not the REAL contract ! ONLY VOIDABLE



C. OBJECT OF CONTRACT

1347 - all outside commerce of men NEVER object of contract, should
be according to LAW, MORALS, PUBLIC ORDER

1348 IMPOSSIBLE things cannot be objects of the contracts

1349 OBJECT must be DETERMINATE

D. CAUSE OF CONTRACTS

E. FORM OF CONTRACTS

F. REFORMATION OF INSTRUMENTS

G. INTERPRETATION OF CONTRACTS
CONTRACTS REVIEWER
QUIJANO, MICOLE

H. DEFECTIVE CONTRACTS

RESCISSIBLE
(1380-1389)
VOIDABLE UNENFORCEA
BLE
VOID
Grounds Guardian/Ward,
Rep/Absentee,
In fraud of
creditors,
Litigation,
Others,
Payments made
in state of
insolvency
Incapacity
and
Vitiation
(both
under
consent)
No authority
to represent,
statute of
fraud (see
notes), both
parties
incapacitat
ed
Obj/Purpose
contrary to
Law,
Absolutely
Simulated,
Object
impossible,
cause and
object do not
exist, outside
commerce of
men
Status Valid
damage, injury,
lesion
Valid UNTIL
annulled
Valid but
UNENFORCE
ABLE no
damages,
no specific
performanc
e
Does not Exist
Remedy - Rescind
court,
- Ratification
cleanses all
defects
(retroacts, as if
nothing wrong)
-Damages
-
Ratification
by
guardian or
minor when
legal age
-Annul the
contract
Ratification
(express,
acceptanc
e of
benefits, no
objection)
No remedy
Effect
of
Remedy
- Restitution (if
rescission)
-If cannot
return,
DAMAGES
Mutual
Restitution
No
restitution

When
to file
First 2 ! as soon
as incapacity
ceases, Third,
fourth and sixth
! 4 years
contract is
constituted
4 years
*incapacity
! until it
ceases
*mistake/fr
aud! from
time of
discovery
*UI,
(NA)
CONTRACTS REVIEWER
QUIJANO, MICOLE
Violence,
Intimidation
! time of
consent
ceases


*Note for VOIDABLE: Reform? If TRUE intention is reflected in written,
and if CONSENT is WRONG, by mutual mistake and true intention not
written


Art. 2176. Whoever by act or omission causes damage to another, there
being fault or negligence, is obliged to pay for the damage done. Such
fault or negligence, if there is no pre-existing contractual relation
between the parties, is called a quasi-delict and is governed by the
provisions of this Chapter. (1902a)
Art. 2177. Responsibility for fault or negligence under the preceding
article is entirely separate and distinct from the civil liability arising from
negligence under the Penal Code. But the plaintiff cannot recover damages
twice for the same act or omission of the defendant. (n)
Art. 2178. The provisions of Articles 1172 to 1174 are also applicable to a
quasi-delict. (n)
Art. 2179. When the plaintiff's own negligence was the immediate and
proximate cause of his injury, he cannot recover damages. But if his
negligence was only contributory, the immediate and proximate cause of
the injury being the defendant's lack of due care, the plaintiff may
recover damages, but the courts shall mitigate the damages to be
awarded. (n)
Art. 2180. The obligation imposed by Article 2176 is demandable not only
for one's own acts or omissions, but also for those of persons for whom one
is responsible.
The father and, in case of his death or incapacity, the mother, are
responsible for the damages caused by the minor children who live in their
company.
Guardians are liable for damages caused by the minors or incapacitated
persons who are under their authority and live in their company.
CONTRACTS REVIEWER
QUIJANO, MICOLE
The owners and managers of an establishment or enterprise are likewise
responsible for damages caused by their employees in the service of the
branches in which the latter are employed or on the occasion of their
functions.
Employers shall be liable for the damages caused by their employees and
household helpers acting within the scope of their assigned tasks, even
though the former are not engaged in any business or industry.
The State is responsible in like manner when it acts through a special
agent; but not when the damage has been caused by the official to whom
the task done properly pertains, in which case what is provided in Article
2176 shall be applicable.
Lastly, teachers or heads of establishments of arts and trades shall be
liable for damages caused by their pupils and students or apprentices, so
long as they remain in their custody.
The responsibility treated of in this article shall cease when the persons
herein mentioned prove that they observed all the diligence of a good
father of a family to prevent damage. (1903a)