Art 1305

Art 1305
XPNs:
1. Partition de recto

2. Prenuptial agreement
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Art 1361
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Art 1367
Pour Autrui – Cases when strangers or 3rd persons is affected by a contract
1. A third person is one who has not taken part in a contract and is
a stranger to the contract.
2. General Rule: a third person has no rights and obligations under
a contract to which he is a stranger. (Art. 1311, par. 1.)

3. XPN:
a. Stipulation Pour Autrui (Art 1311 par 2) – Contracts
containing a stipulation in favor of a 3rd person.
b. In contracts creating real rights (Art 1312)
c. In contracts entered into to defraud creditors (Art 1313)
d. In contracts which have been violated at the inducement
of the 3rd person (Art 1314)
e. In contracts creating “status” (e.g., the resulting status of
marriage must be respected, even by strangers, while the
contract is in force);
f. In the quasi-contract of negotiorum gestio, the owner is
bound in a proper case, by contracts entered into by the
“gestor’’ (unauthorized manager) (Art. 2150.);
g. In “collective contracts” where the majority rules over
the minority (e.g., collective bargaining contracts which
affect even non-union members; “suspension of
payments” and “compositions” under the Insolvency
Law [Act No. 1956, as amended], where creditors are
bound by the contracts of the majority); and
 h. Where the situation contemplated in Article 1729
obtains. The intention of this article is to protect the
laborers and the materialmen from being taken
advantage of by unscrupulous contractors and from
possible connivance between owners and contractors.

Stipulation Pour Autrui

Stipulation pour autrui
- a stipulation in a contract clearly and deliberately
conferring a favor upon a third person who has a right to
demand its fulfillment, provided, he communicates his
acceptance to the obligor before its revocation by the
obligee or the original parties.

Classes of Pour Autrui

a. Nature of a Gift (Donee-Beneficiary)
o Those where the stipulation is intended for the sole
benefit of such person. This corresponds almost
always to the juridical conception of a gift, it being
necessary in such case to apply the rules relating to
donations in so far as the form of acceptance is
concerned; and

b. Obligation owing from the Promisee to the 3rd Person

(Creditor-Beneficiary)
o Those where an obligation is due from the promisee
to the third person which the former seeks to
discharge by means of such stipulation, as, for
instance, where a transfer of property is coupled with
the purchaser’s promise to pay a debt owing from the
seller to a third person. (Uy Tam and Uy Yet vs.
Leonard, 30 Phil. 471 [1915].)

Requisites of Pour Autrui

c. The contracting parties by their stipulation must have
clearly and deliberately conferred a favor upon a third
person;
d. The third person must have communicated his
acceptance to the obligor before its revocation by the
obligee or the original parties;
 e. The stipulation in favor of the third person should be a
part and not the whole of the contract or the contract
itself;
f. The favorable stipulation should not be conditioned or
compensated by any kind of obligation whatever; and
g. Neither of the contracting parties bears the legal
representation or authorization of the third party for
otherwise the rules on agency will apply.

Test as to the nature of interest of 3rd person in stipulation of Pour Autrui

1. To constitute a valid stipulation pour autrui, it must be the
purpose and intent of the stipulating parties to benefit the
third person, and it is not sufficient that the third person may
be incidentally benefited by the stipulation.

2. Test: whether the interest of a third person in a contract is a

stipulation pour autrui or merely an incidental interest.

3. Answer: rely upon the intention of the parties as disclosed by

their contract.

Nature and Form of Acceptance

1. The acceptance must be unconditional. (Art 1319)
2. The “acceptance does not have to be in any particular
form, even when the stipulation is for the third person an
act of liberality or generosity on the part of the promissor
or promisee.” It may be implied.
3. A stipulation pour autrui may be accepted any time before
it is revoked, unless a definite period for acceptance has been
fixed.
4. The word “revocation,” must be understood to imply
revocation by the mutual consent of the contracting parties.

Acceptance of stipulation includes its concurrent obligations.

1. A third person is also bound to accept the concomitant
obligations corresponding to the contract. He should not
take advantage of the contract when it suits him to do so, and
rejects its provisions when he thinks they are prejudicial or
onerous to him
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Art 1380
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Art 1401

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Art 1399
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Unauthorized
Contracts – Art
1404

Statute of
Fraud – Art
1404

Art 1407

Art 1408
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