ARTICLE 1392

Ratification extinguishes the action to

annul a voidable contract
 Mean i n g a n d E f f e c t o f
Ratification

1. Ratification means that one voluntarily

adopts or approves some defective or
unauthorized act or contract which, without
his subsequent approval or consent, would
not be binding on him. It indicates an
intention on the part of the ratifier to be
bound to the provisions of the contract.
 Mean i n g a n d E f f e c t o f
Ratification

2. Ratification cleanses the contract

from all its defects from the moment it
was constituted. The contract thus
becomes valid. Hence, the action to annul
is extinguished.
 ARTICLE 1393
Ratification may be effected expressly or tacitly. It is
understood that there is tacit ratification if, with knowledge
of the reason which renders the contract voidable and such
reason having ceased, the person who has a right to invoke it
should execute an act which necessarily implies an intention
to waive his right.
Kinds of
(1) Express -when the ratification is
Ratification manifested in words or in writing
(2) Implied or tacit- it may take
diverse forms such as by silence or
acquiescence; by acts showing
adoption or approval of the
contract; or by acceptance and
retention of benefits flowing
therefrom.
 Requ i s i t e s o f
r a t i f i c a t i o n
(1) The requisites for Implied Ratification
are the following:

(a) There must be knowledge of the reason

which readers the contract voidable;
(b) Such reason must have ceased
(c) The injured party must have executed an
act which necessarily implies an intention to
waive his right.
 e x a m p l e s

(1) Janine, a minor, sold her land to Joanna. Upon reaching the age
of majority, Janine with full knowledge of her rights in the
premises, instead of repudiating the contract, disposed of the
greater part of the proceeds, or collected the unpaid balance of
the purchase price from Joanna.
In this case, there is tacit ratification by Janine
 e x a m p l e s
(2) In an action for annulment of a contract of sale, Janine
alleged that the sale was executed by him through the threat
and intimidation of Joanna. It appears, however, that Janine
deposited the check for the purchase price and withdrew the
money from time to time.
The contract is deemed ratified.
 (2) The requisites for express ratification are the
same as those for implied ratification except that
the former is effected expressly.

 ARTICLE 1394
Ratification may be effected by
the guardian of the incapacitated
person.
 Who may ratify.

1. A contract entered into by an incapacitated person

may be ratified by
(a) The guardian; or
(b)The injured party himself provided he is already
capacitated.

As legal representative of their wards, guardians have

the power to contract on their behalf. Hence, they may
also ratify contracts entered into by their wards.

 (2) In case the contract is voidable on the

ground of mistake, ratification can be made
by the party whose consent is vitiated.

 ARTICLE 1395
Ratification does not require the conformity of
the contracting party who has no right to
bring the action for annulment.

Conformity of guilty party to ratification

not required.

Ratification is a unilateral act by which a party waives the

defect in his consent. The consent of the guilty party is not
required; otherwise, he can conveniently disregard his
contract by the simple expedient of refusing to give his
conformity. (consent)
 ARTICLE 1396
Ratification cleanses the contract
from all its defects from the moment it
was constituted.
 Effect of Ratification Retroactive
Ratification cleanses the contract of all its defects from
the movement it was executed. It extinguishes the right
of action to annul. In other words, the effect of ratification
is to make the contract valid from its inception subject to
the prior rights of third persons.

 e x a m p l e s
1. Dialyn forced Nicole to sell the latter’s horse. Later, the
horse gave birth to a colt. If Nicole should ratify the
contract after the birth of the colt, who is entitled to the
colt? Nicole, because ratification has a retroactive
effect. It validates the contract from the date of its
execution.
If the horse had been sold by Dialyn to Alex who acted
in good faith, the subsequent ratification by Nicole of
the sale to Dialyn cannot prejudice Alex. The sale to
Dialyn is valid until annulled by a proper action in court.

 ARTICLE 1397
The action for the annulment of contracts may be
instituted by all who are thereby obliged principally or
subsidiarily. However, persons who are capable cannot
allege the incapacity of those with whom they contracted;
nor can those who exerted intimidation, violence, or undue
influence, or employed fraud, or caused mistake base their
action upon these flaws of the contract.
 Partly entitled to bring an action to annul.
Two different requisites are required to confer the necessary capacity to
bring an action for annulment of the contract, to wit:
1. The plaintiff must have an interest in the contract
2. The victim and not the party responsible for the defect is the
person who must assert the same.
.
Right of s t r a n g e r s t o
b r i n g a c t i o n .

One who is not a party to the contract or an assignee

thereunder, or does not represent those who took part therein,
has under Article 1397 and Article 1311, no legal capacity to
challenge the validity of such contract.

Strangers, therefore, are without right or personality to bring the

action for they are not obliged by the contract, principally or
subsidiarily, unless they can show detriment which would
positively result to them from the contract in which they had no
intervention or participation.
 ex a m p l e s
1. S sold a parcel of land to B. The consent of S was vitiated by fraud.
Subsequently, S sold the same lot to C.

In this case, C can bring an action to annul the sale.

2. S sold a piece of urban land to B. On ground provided by law, S or B

can bring an action to annul the contract. But C, an adjoining owner of S,
cannot ask for the annulment of the sale as C is not obliged principally nor
subsidiarily under the contract.


However, C may question the sale if under the law he

has a right of redemption, the right to repurchase the
property from B. In this case, C would be prejudiced,
if the sale is not set aside.

Note: The exercise of the right of redemption by C,

will in effect annul the contract of the sale between S
and B.

Guilty party without right to bring action.

The guilty party, including his successor in interest,
cannot ask for annulment. This rule is sustained by the
principle that he who comes to court must come with
clean hands.
 ARTICLE 1398
An obligation having been annulled, the contracting parties
shall restore to each other the things which have been the
subject matter of the contract, with their fruits, and the price
with its interest, except in cases provided by law. In obligations
to render service, the value thereof shall be the basis for
damages.


Duty of mutual restitution upon annulment.

1. If the contract is annulled, the parties, as a general
rule, must restore to each other

(a)The subject matter of the contract with its fruits

(b)The price thereof with legal interest
Like in rescission, the purpose of the law is to restore
the parties to their original situation by mutual
restitution. The fruits must be returned because the
party who received them had no right to enjoy the
same. The interest must be paid because the party
who received the money had no right to use it.

(2) In personal obligations where the service had already

been rendered, the value thereof with the corresponding
interest, is the basis for damages recoverable from the
party benefited by the service.

 ARTICLE 1399
When the defect of the contract consist in the incapacity of
one of the parties, the incapacitated person is not obliged to
make any restitution except insofar as he has been benefited
by the thing or price received by him.
 Restitution by an incapacitated person.
This provision is an exception to the general rule of mutual
restitution under the preceding article. The incapacitated
person is obliged to make restitution only to the extent that he
was benefited by the thing or price received by him. It results,
thereof, that if he was not benefited, he is not obliged to restore
what he had received but the other contracting party is still
bound to return what he had received, whether he was
benefited or not.

An exception to the rule of mutual restitution is also provided

in A
Thank You
for listening!

RUALES, ALESSANDRA MAE V.