Civil Code of the Philippines | Obligations and Contracts

CHAPTER 1 General Provisions CHAPTER 2 Nature and Effect of

Obligations
Article 1156. An obligation is a juridical necessity to give,
Article 1163. Every person obliged to give something is
to do or not to do. (n)
also obliged to take care of it with the proper diligence of
Article 1157. Obligations arise from:
a good father of a family, unless the law or the stipulation
(1) Law;
of the parties requires another standard of care. (1094a)
(2) Contracts;
Article 1164. The creditor has a right to the fruits of the
(3) Quasi-contracts;
thing from the time the obligation to deliver it arises.
(4) Acts or omissions punished by law; and
However, he shall acquire no real right over it until the
(5) Quasi-delicts. (1089a)
same has been delivered to him. (1095)
Article 1158. Obligations derived from law are not
Article 1165. When what is to be delivered is a
presumed. Only those expressly determined in this Code
determinate thing, the creditor, in addition to the right
or in special laws are demandable, and shall be
granted him by article 1170, may compel the debtor to
regulated by the precepts of the law which establishes
make the delivery.
them; and as to what has not been foreseen, by the
If the thing is indeterminate or generic, he may ask that
provisions of this Book. (1090)
the obligation be complied with at the expense of the
Article 1159. Obligations arising from contracts have the
debtor.
force of law between the contracting parties and should
If the obligor delays, or has promised to deliver the same
be complied with in good faith. (1091a)
thing to two or more persons who do not have the same
Article 1160. Obligations derived from quasi-contracts
interest, he shall be responsible for any fortuitous event
shall be subject to the provisions of Chapter 1, Title XVII,
until he has effected the delivery. (1096)
of this Book. (n)
Article 1166. The obligation to give a determinate thing
Article 1161. Civil obligations arising from criminal
includes that of delivering all its accessions and
offenses shall be governed by the penal laws, subject to
accessories, even though they may not have been
the provisions of article 2177, and of the pertinent
mentioned. (1097a)
provisions of Chapter 2, Preliminary Title, on Human
Article 1167. If a person obliged to do something fails to
Relations, and of Title XVIII of this Book, regulating
do it, the same shall be executed at his cost.
damages. (1092a)
This same rule shall be observed if he does it in
Article 1162. Obligations derived from quasi-delicts shall
contravention of the tenor of the obligation. Furthermore,
be governed by the provisions of Chapter 2, Title XVII of
it may be decreed that what has been poorly done be
this Book, and by special laws. (1093a)
undone. (1098)

Article 1168. When the obligation consists in not doing,

and the obligor does what has been forbidden him, it

shall also be undone at his expense. (1099a)

Article 1169. Those obliged to deliver or to do something expected of a good father of a family shall be required.

incur in delay from the time the obligee judicially or (1104a)

extrajudicially demands from them the fulfillment of their Article 1174. Except in cases expressly specified by the

obligation. law, or when it is otherwise declared by stipulation, or

However, the demand by the creditor shall not be when the nature of the obligation requires the

necessary in order that delay may exist: assumption of risk, no person shall be responsible for

(1) When the obligation or the law expressly so declare; those events which could not be foreseen, or which,

or though foreseen, were inevitable. (1105a)

(2) When from the nature and the circumstances of the Article 1175. Usurious transactions shall be governed

obligation it appears that the designation of the time by special laws. (n)

when the thing is to be delivered or the service is to be Article 1176. The receipt of the principal by the creditor

rendered was a controlling motive for the establishment without reservation with respect to the interest, shall give

of the contract; or rise to the presumption that said interest has been paid.

(3) When demand would be useless, as when the obligor The receipt of a later installment of a debt without

has rendered it beyond his power to perform. reservation as to prior installments, shall likewise raise

In reciprocal obligations, neither party incurs in delay if the presumption that such installments have been paid.

the other does not comply or is not ready to comply in a (1110a)

proper manner with what is incumbent upon him. From Article 1177. The creditors, after having pursued the

the moment one of the parties fulfills his obligation, delay property in possession of the debtor to satisfy their

by the other begins. (1100a) claims, may exercise all the rights and bring all the

Article 1170. Those who in the performance of their actions of the latter for the same purpose, save those

obligations are guilty of fraud, negligence, or delay, and which are inherent in his person; they may also impugn

those who in any manner contravene the tenor thereof, the acts which the debtor may have done to defraud

are liable for damages. (1101) them. (1111)

Article 1171. Responsibility arising from fraud is Article 1178. Subject to the laws, all rights acquired in

demandable in all obligations. Any waiver of an action for virtue of an obligation are transmissible, if there has been

future fraud is void. (1102a) no stipulation to the contrary. (1112)

Article 1172. Responsibility arising from negligence in

the performance of every kind of obligation is also

demandable, but such liability may be regulated by the

courts, according to the circumstances. (1103)

Article 1173. The fault or negligence of the obligor

consists in the omission of that diligence which is

required by the nature of the obligation and corresponds

with the circumstances of the persons, of the time and of

the place. When negligence shows bad faith, the

provisions of articles 1171 and 2201, paragraph 2, shall

apply.

If the law or contract does not state the diligence which

is to be observed in the performance, that which is

CHAPTER 3 Different Kinds of Article 1185. The condition that some event will not

Obligations happen at a determinate time shall render the obligation

effective from the moment the time indicated has

SECTION 1 Pure and Conditional
elapsed, or if it has become evident that the event cannot
Obligations
occur.
Article 1179. Every obligation whose performance does
If no time has been fixed, the condition shall be deemed
not depend upon a future or uncertain event, or upon a
fulfilled at such time as may have probably been
past event unknown to the parties, is demandable at
contemplated, bearing in mind the nature of the
once.
obligation. (1118)
Every obligation which contains a resolutory condition
Article 1186. The condition shall be deemed fulfilled
shall also be demandable, without prejudice to the effects
when the obligor voluntarily prevents its fulfillment.
of the happening of the event. (1113)
(1119)
Article 1180. When the debtor binds himself to pay when
Article 1187. The effects of a conditional obligation to
his means permit him to do so, the obligation shall be
give, once the condition has been fulfilled, shall retroact
deemed to be one with a period, subject to the provisions
to the day of the constitution of the obligation.
of article 1197. (n)
Nevertheless, when the obligation imposes reciprocal
Article 1181. In conditional obligations, the acquisition of
prestations upon the parties, the fruits and interests
rights, as well as the extinguishment or loss of those
during the pendency of the condition shall be deemed to
already acquired, shall depend upon the happening of
have been mutually compensated. If the obligation is
the event which constitutes the condition. (1114)
unilateral, the debtor shall appropriate the fruits and
Article 1182. When the fulfillment of the condition
interests received, unless from the nature and
depends upon the sole will of the debtor, the conditional
circumstances of the obligation it should be inferred that
obligation shall be void. If it depends upon chance or
the intention of the person constituting the same was
upon the will of a third person, the obligation shall take
different.
effect in conformity with the provisions of this Code.
In obligations to do and not to do, the courts shall
(1115)
determine, in each case, the retroactive effect of the
Article 1183. Impossible conditions, those contrary to
condition that has been complied with. (1120)
good customs or public policy and those prohibited by
Article 1188. The creditor may, before the fulfillment of
law shall annul the obligation which depends upon them.
the condition, bring the appropriate actions for the
If the obligation is divisible, that part thereof which is not
preservation of his right.
affected by the impossible or unlawful condition shall be
The debtor may recover what during the same time he
valid.
has paid by mistake in case of a suspensive condition.
The condition not to do an impossible thing shall be
(1121a)
considered as not having been agreed upon. (1116a)

Article 1184. The condition that some event happen at a

determinate time shall extinguish the obligation as soon

as the time expires or if it has become indubitable that

the event will not take place. (1117)

Article 1189. When the conditions have been imposed Article 1191. The power to rescind obligations is implied

with the intention of suspending the efficacy of an in reciprocal ones, in case one of the obligors should not

obligation to give, the following rules shall be observed in comply with what is incumbent upon him.

case of the improvement, loss or deterioration of the The injured party may choose between the fulfillment and

thing during the pendency of the condition: the rescission of the obligation, with the payment of

(1) If the thing is lost without the fault of the debtor, the damages in either case. He may also seek rescission,

obligation shall be extinguished; even after he has chosen fulfillment, if the latter should

(2) If the thing is lost through the fault of the debtor, he become impossible.

shall be obliged to pay damages; it is understood that the The court shall decree the rescission claimed, unless

thing is lost when it perishes, or goes out of commerce, there be just cause authorizing the fixing of a period.

or disappears in such a way that its existence is unknown This is understood to be without prejudice to the rights of

or it cannot be recovered; third persons who have acquired the thing, in accordance

(3) When the thing deteriorates without the fault of the with articles 1385 and 1388 and the Mortgage Law.

debtor, the impairment is to be borne by the creditor; (1124)

(4) If it deteriorates through the fault of the debtor, the Article 1192. In case both parties have committed a

creditor may choose between the rescission of the breach of the obligation, the liability of the first infractor

obligation and its fulfillment, with indemnity for damages shall be equitably tempered by the courts. If it cannot be

in either case; determined which of the parties first violated the contract,

(5) If the thing is improved by its nature, or by time, the the same shall be deemed extinguished, and each shall

improvement shall inure to the benefit of the creditor; bear his own damages. (n)

(6) If it is improved at the expense of the debtor, he shall

have no other right than that granted to the usufructuary.

(1122)

Article 1190. When the conditions have for their purpose

the extinguishment of an obligation to give, the parties,

upon the fulfillment of said conditions, shall return to each

other what they have received.

In case of the loss, deterioration or improvement of the

thing, the provisions which, with respect to the debtor,

are laid down in the preceding article shall be applied to

the party who is bound to return.

As for the obligations to do and not to do, the provisions

of the second paragraph of article 1187 shall be

observed as regards the effect of the extinguishment of

the obligation. (1123)

 SECTION 2 Obligations with a Period Article 1198. The debtor shall lose every right to make

use of the period:

Article 1193. Obligations for whose fulfillment a day (1) When after the obligation has been contracted, he

certain has been fixed, shall be demandable only when becomes insolvent, unless he gives a guaranty or

that day comes. security for the debt;

Obligations with a resolutory period take effect at once, (2) When he does not furnish to the creditor the

but terminate upon arrival of the day certain. guaranties or securities which he has promised;

A day certain is understood to be that which must (3) When by his own acts he has impaired said

necessarily come, although it may not be known when. guaranties or securities after their establishment, and

If the uncertainty consists in whether the day will come when through a fortuitous event they disappear, unless

or not, the obligation is conditional, and it shall be he immediately gives new ones equally satisfactory;

regulated by the rules of the preceding Section. (1125a) (4) When the debtor violates any undertaking, in

Article 1194. In case of loss, deterioration or consideration of which the creditor agreed to the period;

improvement of the thing before the arrival of the day (5) When the debtor attempts to abscond. (1129a)

certain, the rules in article 1189 shall be observed. (n)

Article 1195. Anything paid or delivered before the

arrival of the period, the obligor being unaware of the

period or believing that the obligation has become due

and demandable, may be recovered, with the fruits and

interests. (1126a)

Article 1196. Whenever in an obligation a period is

designated, it is presumed to have been established for

the benefit of both the creditor and the debtor, unless

from the tenor of the same or other circumstances it

should appear that the period has been established in

favor of one or of the other. (1127)

Article 1197. If the obligation does not fix a period, but

from its nature and the circumstances it can be inferred

that a period was intended, the courts may fix the

duration thereof.

The courts shall also fix the duration of the period when

it depends upon the will of the debtor.

In every case, the courts shall determine such period as

may under the circumstances have been probably

contemplated by the parties. Once fixed by the courts,

the period cannot be changed by them. (1128a)

 SECTION 3 Alternative Obligations
Article 1205. When the choice has been expressly given
Article 1199. A person alternatively bound by different
to the creditor, the obligation shall cease to be alternative
prestations shall completely perform one of them.
from the day when the selection has been communicated
The creditor cannot be compelled to receive part of one
to the debtor.
and part of the other undertaking. (1131)
Until then the responsibility of the debtor shall be
Article 1200. The right of choice belongs to the debtor,
governed by the following rules:
unless it has been expressly granted to the creditor.
(1) If one of the things is lost through a fortuitous event,
The debtor shall have no right to choose those
he shall perform the obligation by delivering that which
prestations which are impossible, unlawful or which could
the creditor should choose from among the remainder, or
not have been the object of the obligation. (1132)
that which remains if only one subsists;
Article 1201. The choice shall produce no effect except
(2) If the loss of one of the things occurs through the fault
from the time it has been communicated. (1133)
of the debtor, the creditor may claim any of those
Article 1202. The debtor shall lose the right of choice
subsisting, or the price of that which, through the fault of
when among the prestations whereby he is alternatively
the former, has disappeared, with a right to damages;
bound, only one is practicable. (1134)
(3) If all the things are lost through the fault of the debtor,
Article 1203. If through the creditor's acts the debtor
the choice by the creditor shall fall upon the price of any
cannot make a choice according to the terms of the
one of them, also with indemnity for damages.
obligation, the latter may rescind the contract with
The same rules shall be applied to obligations to do or
damages. (n)
not to do in case one, some or all of the prestations
Article 1204. The creditor shall have a right to indemnity
should become impossible. (1136a)
for damages when, through the fault of the debtor, all the
Article 1206. When only one prestation has been agreed
things which are alternatively the object of the obligation
upon, but the obligor may render another in substitution,
have been lost, or the compliance of the obligation has
the obligation is called facultative.
become impossible.
The loss or deterioration of the thing intended as a
The indemnity shall be fixed taking as a basis the value
substitute, through the negligence of the obligor, does
of the last thing which disappeared, or that of the service
not render him liable. But once the substitution has been
which last became impossible.
made, the obligor is liable for the loss of the substitute on
Damages other than the value of the last thing or service
account of his delay, negligence or fraud. (n)
may also be awarded. (1135a)
 SECTION 4 Joint and Solidary Obligations
Article 1215. Novation, compensation, confusion or
Article 1207. The concurrence of two or more creditors
remission of the debt, made by any of the solidary
or of two or more debtors in one and the same obligation
creditors or with any of the solidary debtors, shall
does not imply that each one of the former has a right to
extinguish the obligation, without prejudice to the
demand, or that each one of the latter is bound to render,
provisions of article 1219.
entire compliance with the prestation. There is a solidary
The creditor who may have executed any of these acts,
liability only when the obligation expressly so states, or
as well as he who collects the debt, shall be liable to the
when the law or the nature of the obligation requires
others for the share in the obligation corresponding to
solidarity. (1137a)
them. (1143)
Article 1208. If from the law, or the nature or the wording
Article 1216. The creditor may proceed against any one
of the obligations to which the preceding article refers the
of the solidary debtors or some or all of them
contrary does not appear, the credit or debt shall be
simultaneously. The demand made against one of them
presumed to be divided into as many shares as there are
shall not be an obstacle to those which may
creditors or debtors, the credits or debts being
subsequently be directed against the others, so long as
considered distinct from one another, subject to the
the debt has not been fully collected. (1144a)
Rules of Court governing the multiplicity of suits. (1138a)
Article 1217. Payment made by one of the solidary
Article 1209. If the division is impossible, the right of the
debtors extinguishes the obligation. If two or more
creditors may be prejudiced only by their collective acts,
solidary debtors offer to pay, the creditor may choose
and the debt can be enforced only by proceeding against
which offer to accept.
all the debtors. If one of the latter should be insolvent, the
He who made the payment may claim from his co-
others shall not be liable for his share. (1139)
debtors only the share which corresponds to each, with
Article 1210. The indivisibility of an obligation does not
the interest for the payment already made. If the payment
necessarily give rise to solidarity. Nor does solidarity of
is made before the debt is due, no interest for the
itself imply indivisibility. (n)
intervening period may be demanded.
Article 1211. Solidarity may exist although the creditors
When one of the solidary debtors cannot, because of his
and the debtors may not be bound in the same manner
insolvency, reimburse his share to the debtor paying the
and by the same periods and conditions. (1140)
obligation, such share shall be borne by all his co-
Article 1212. Each one of the solidary creditors may do
debtors, in proportion to the debt of each. (1145a)
whatever may be useful to the others, but not anything
Article 1218. Payment by a solidary debtor shall not
which may be prejudicial to the latter. (1141a)
entitle him to reimbursement from his co-debtors if such
Article 1213. A solidary creditor cannot assign his rights
payment is made after the obligation has prescribed or
without the consent of the others. (n)
become illegal. (n)
Article 1214. The debtor may pay any one of the solidary
Article 1219. The remission made by the creditor of the
creditors; but if any demand, judicial or extrajudicial, has
share which affects one of the solidary debtors does not
been made by one of them, payment should be made to
release the latter from his responsibility towards the co-
him. (1142a)
debtors, in case the debt had been totally paid by anyone

of them before the remission was effected. (1146a)

Article 1220. The remission of the whole obligation,

obtained by one of the solidary debtors, does not entitle

him to reimbursement from his co-debtors. (n)

Article 1221. If the thing has been lost or if the prestation

has become impossible without the fault of the solidary

debtors, the obligation shall be extinguished.

If there was fault on the part of any one of them, all shall

be responsible to the creditor, for the price and the

payment of damages and interest, without prejudice to

their action against the guilty or negligent debtor.

If through a fortuitous event, the thing is lost or the

performance has become impossible after one of the

solidary debtors has incurred in delay through the judicial

or extrajudicial demand upon him by the creditor, the

provisions of the preceding paragraph shall apply.

(1147a)

Article 1222. A solidary debtor may, in actions filed by

the creditor, avail himself of all defenses which are

derived from the nature of the obligation and of those

which are personal to him, or pertain to his own share.

With respect to those which personally belong to the

others, he may avail himself thereof only as regards that

part of the debt for which the latter are responsible.

(1148a)
 SECTION 6 Obligations with a Penal Clause

SECTION 5 Divisible and Indivisible

Obligations Article 1226. In obligations with a penal clause, the

penalty shall substitute the indemnity for damages and

Article 1223. The divisibility or indivisibility of the things
the payment of interests in case of noncompliance, if
that are the object of obligations in which there is only
there is no stipulation to the contrary. Nevertheless,
one debtor and only one creditor does not alter or modify
damages shall be paid if the obligor refuses to pay the
the provisions of Chapter 2 of this Title. (1149)
penalty or is guilty of fraud in the fulfillment of the
Article 1224. A joint indivisible obligation gives rise to
obligation.
indemnity for damages from the time anyone of the
The penalty may be enforced only when it is demandable
debtors does not comply with his undertaking. The
in accordance with the provisions of this Code. (1152a)
debtors who may have been ready to fulfill their promises
Article 1227. The debtor cannot exempt himself from the
shall not contribute to the indemnity beyond the
performance of the obligation by paying the penalty, save
corresponding portion of the price of the thing or of the
in the case where this right has been expressly reserved
value of the service in which the obligation consists.
for him. Neither can the creditor demand the fulfillment of
(1150)
the obligation and the satisfaction of the penalty at the
Article 1225. For the purposes of the preceding articles,
same time, unless this right has been clearly granted
obligations to give definite things and those which are not
him. However, if after the creditor has decided to require
susceptible of partial performance shall be deemed to be
the fulfillment of the obligation, the performance thereof
indivisible.
should become impossible without his fault, the penalty
When the obligation has for its object the execution of a
may be enforced. (1153a)
certain number of days of work, the accomplishment of
Article 1228. Proof of actual damages suffered by the
work by metrical units, or analogous things which by their
creditor is not necessary in order that the penalty may be
nature are susceptible of partial performance, it shall be
demanded. (n)
divisible.
Article 1229. The judge shall equitably reduce the
However, even though the object or service may be
penalty when the principal obligation has been partly or
physically divisible, an obligation is indivisible if so
irregularly complied with by the debtor. Even if there has
provided by law or intended by the parties.
been no performance, the penalty may also be reduced
In obligations not to do, divisibility or indivisibility shall be
by the courts if it is iniquitous or unconscionable. (1154a)
determined by the character of the prestation in each
Article 1230. The nullity of the penal clause does not
particular case. (1151a)
carry with it that of the principal obligation.

The nullity of the principal obligation carries with it that of

the penal clause. (1155)