Articles

1392-
1394
Kirsten Sazon
 Article 1392

Ratification extinguishes the action

to annul a voidable contract.
 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 be bound to the provisions of the contract.
Ratification cleanses the contract from all its defects
from the moment it was constituted. (Art.1396.) The
contract thus becomes valid. (Art.1390.) Hence, the
action to annul is extinguished. (Art. 1392.)
 Effects of Ratification:

a. The action to annul is extinguished (Art. 1392, Civil

Code); thus, the contract becomes a completely valid one.
(Gutierrez Hnos. v. Orense)
b. The contract is cleansed of its defect from the beginning.
(Art. 1396, Civil Code)
 Requisites of Ratification:
a. The contract must be a voidable one.
b. The person ratifying must know the reason for the contract being
voidable (that is, the cause must be known).
c. The cause must not exist or continue to exist anymore at the time
of ratification.
d. The ratification must have been made expressly or by an act
implying a waiver of the action to annul.
e. The person ratifying must be the injured party.
 Article 1393
Ratification may be effected expressly or tacitly. It is
understood that there is a 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 Ratification
a. Express - when the ratification is manifested in words or in
writing;

b. Tacit- as from conduct implying a WAIVER.

- 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. (Cadano v. Cadano)
The requisites for implied ratification are the following:

a) There must be knowledge of the reason which renders the

contract voidable.
b) Such reason must have ceased; and
c) The injured party must have executed an act which
necessarily implies an intention to waive his right.
 Examples of Tacit
Ratification
• A minor bought land but sold the same, after reaching 21
years of age, to a 3rd person. (Rosales v. Reyes)
• A minor sold land, and upon reaching majority age,
collected the unpaid balance of the selling price (Tacalinar
v. Corro), or spend the greater part of the proceeds of the
sale. (Uy Soo Lim v. Tan Unchuan)
• Voluntary performance by the injured party of his own
obligation, after the cause of the nullity was known to
him. (Chan v. Gonzales)
 Lapse of Time
In the case of Tipton v. Velasco, the Supreme Court
said that mere lapse of time does not legalize a
voidable contract; but in Fabie v. Yulo, it was held that
remaining silent for a certain period of time ratifies
such a contract.
 Article 1394

Ratification may be effected by the guardian

of the incapacitated person.
 Ratification by
Guardian
This Article refers to the ratification of a contract entered
into by the incapacitated person.

Since the person entitled to ratify is still incapacitated, his

guardian acts in his behalf. (Escoto v. Arcilla)
Ratification by the Injured Party
Himself

Ratification can be made by the injured party

himself, provided he is capacitated or has become
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. (See Art. 1407.)

In case the contract is voidable, on the ground of

mistake, etc., ratification can be made by the
party whose consent is vitiated.
Thank
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