VOIDABLE

CONTRACT
Art 1395 -1398
OVERVIEW

 WHO MAY RATIFY A CONTRACT? (ART 1394-1395);

 EFFECT OF RATIFICATION (ART 1396);
 WHO MAY BRING AN ACTION FOR THE
ANNULMENT OF CONTRACT? (1397); AND
 EFFECT OF ANNULMENT OF CONTRACT (1398)
Art. 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.
Art. 1396. Ratification cleanses the
contract from all its defects from the
moment it was constituted.

* Ratification purges the contract of all its defects from the

moment it was executed.
* It extinguishes the action to annul.
Illustrative Case:

Facts: A pacto de retro sale of conjugal real property was effected

by H (Husband) without the consent of W (wife). It
appears that on the occasion of the extension of the period
for repurchase, W gave her approval and conformity to the
extension by signing the annotation on the margin of the
deed of sale.

Issue: What is the effect of this act of W?

Held: The act, in effect constituted implied ratification of the

sale, which ratification validated the act of H from the
moment of the execution of said contract. In short, such
ratification had the effect of purging the contract of any
defect which it might have had from the moment of its
execution. (Lanuza vs De Leon, 20 SCRA 369)
Art. 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.
Illustrative Case:
Facts: R (owner) leased his factory to E (lessee) for two years,
giving the latter an option to buy said factory within the
same period. R changed his mind and objected to the
exercise of the option given to E contending that the option
has no valid effect because, being Spanish Citizen, E has no
right to buy the factory under the constitution.

Issue: Is this contention of R tenable?

Held: No, to dispute it now on the technical ground that E, being

a Spanish citizen, cannot be given that option, is more
unfair considering the time and effort he has spent in the
transaction. There is no doubt that this objection is but a
mere afterthought motivated by R’s desire to retain the
factory considering its future and the handsome
improvements made thereon by P (E’s partner). (Bastida
and Ysmael Co., Inc. vs Dy Buncio Co., Inc., 93 Phil)
Art. 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.
THANK YOU.. .