Rescissible Contract Voidable Contract
It was entered into in behalf
Economic damage or lesion to
one of the parties or to a third
Origin of the defect person; a special declaration by
law that the contract is subject
to rescission (Art. 1381)
There must be damage/lesion or
prejudice to one of the
Damage or prejudice
contracting parties or third
person
They are considered valid and
Legal effect legally enforceable until
judicially rescinded (Art. 1380)
Remedy/Action Rescission or Rescissory action
Unenforceable Contract
Incapacity of one of the
contracting parties to give
consent, or vitiated consent
due to presence of vices of
consent (Art.1390)
Damage or prejudice to the
other party is not necessary
They are considered valid,
binding and enforceable until
judicially annulled (Art 1390,
last paragraph)
Annulment of contract
Void Contract
of another person without
authority or in excess thereof, Absence of any of the
noncompliance with the essential requisites of a
Statute of Frauds; Incapacity contract (consent, object,
of both contracting parties to cause) (Art. 1409)
give consent (Arts. 1403,
1407)
Damage or prejudice is not Damage or prejudice is
necessary not necessary
Generally, they do not
produce legal effects,
They are inoperative until
there are few exceptions
ratified. They are not
(e.g. void marriages under
enforceable in court without
Art. 36 and Art. 53, FC
proper ratification (Art. 1405)
produce legitimate
children)
This is just personal defense
when the plaintiff pursues a
Declaration of nullity of
specific performance case or
the contract
complaint for damages based
on breach of contract
Law on Obligations and Contracts

It must be a direct action.
Mode of Attack
Collateral attack is not allowed.
He must be a contracting party.
Persons who can file
*Exception: creditors who are
the action
defrauded
Susceptibility of Susceptible of convalidation but
ratification not of ratification proper
Susceptibility of Action for rescission prescribes
prescription after four years (Art. 1389)
Direct action is needed either
Indirect attack is allowed in It may be attacked
in the complaint or as a
the form of a defense. directly or indirectly.
counterclaim.
Generally must be a
contracting party, principally or Third persons cannot
He must be a contracting
subsidiarily obliged under the assail the contract, unless
party. Third persons cannot
contract (Art. 1397) Exception: his interests are directly
assail it. (Art. 1438)
A third person who is affected
prejudiced
Not susceptible of
Susceptible of ratification (Art. Susceptible of ratification
ratification (Art. 1409, last
1392) (Art. 1495)
paragraph)
Action for recovery, for
action, for specific
performance or for damages
of breach of contract, also Action for declaration of
Action for annulment also
prescribe. There being no nullity or the putting of
prescribes after four years (Art.
specified period, it could be the defense of nullity of
1391)
10 years if the basis of the the contract
action is a written contract, or
6 years if unwritten (Arts.
1144 and 1145)
Law on Obligations and Contracts