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ELEMENTS OF A CONTRACT

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20 views3 pages

ELEMENTS OF A CONTRACT

Uploaded by

Joyce Amara
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© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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ELEMENTS OF A CONTRACT.

47 Heirs of Alido v. Campano, G.R. No. 226065, July 29, 2019.

48 Orduña v. Fuentebella, 636 Phil. 151, 163 (2010).

49 CIVIL CODE, Article 1358.

Article 1358. The following must appear in a public document:

(1) Acts and contracts which have for their object the creation, transmission,
modification or extinguishment of real rights over immovable property; sales of real
property or of an interest therein are governed by articles 1403, No. 2, and 1405[.] x
xx

50 CIVIL CODE, Article 1356.

Article 1356. Contracts shall be obligatory, in whatever form they may have been entered
into, provided all the essential requisites for their validity are present. However, when the law
requires that a contract be in some form in order that it may be valid or enforceable, or that a
contract be proved in a certain way, that requirement is absolute and indispensable. In such
cases, the right of the parties stated in the following article cannot be exercised.

51 Aglibot v. Santia, 700 Phil. 404, 415 (2012).

52 Orduña v. Fuentebella, supra note 48.

Art. 1356. Contracts shall be obligatory in whatever form they may have been entered into, provided
all the essential requisites for their validity are present. x x x.

Art. 1317. No one may contract in the name of another without being authorized by the latter, or
unless he has by law a right to represent him.

A contract entered into in the name of another by one who has no authority or legal representation,
or who has acted beyond his powers, shall be unenforceable, unless it is ratified, expressly or
impliedly, by the person on whose behalf it has been executed, before it is revoked by the other
contradicting party.

Ratification means that the principal voluntarily adopts, confirms and gives sanction to some
unauthorized act of its agent on its behalf. It is this voluntary choice, knowingly made, which
amounts to a ratification of what was theretofore unauthorized and becomes the authorized act of
the party so making the ratification.13 The substance of the doctrine is confirmation after conduct,
amounting to a substitute for a prior authority.14 Ratification can be made either expressly or
impliedly. Implied ratification may take various forms — like silence or acquiescence, acts showing
approval or adoption of the act, or acceptance and retention of benefits flowing therefrom
13
Maglucot-Aw v. Maglucot, 385 Phil. 720 (2000), citing Hampshire County Trust Co. of North
Hampton, Mass., et al. v. Stevenson, et al., 150 N.E. 726.

14
Manila Memorial Park Cemetery, Inc. v. Linsangan, G.R. No. 151319, 22 November 2004, 443
SCRA 377, 394.

15
Metropolitan Waterworks and Sewerage System (MWSS) v. Court of Appeals, G.R. Nos. 126000
and 128520, 7 October 1998, 297 SCRA 287, 307, citing Prime White Cement Corporation v.
Intermediate Appellate Court, G.R. No. 68555, 19 March 1993, 220 SCRA 103.

OWNERSHIP VS POSSESSION

Art. 523. Possession is the holding of a thing or the enjoyment of a right. (430a)

The same rationale was echoed in Jabon, et al. v. Alo,3 where this Court held:

. . . Rule 39, section 45, provides that 'that only is deemed to have been adjudged in a
former judgment which appears upon its face to have been so adjudged, or which was
actually and necessarily included therein or necessary thereto. Here there has been only a
declaration of ownership. No other relief is awarded to the plaintiff. In the absence of any
other declaration, can we consider a mere declaration of ownership as necessarily including
the possession of the property adjudicated? We do not believe so, for ownership is different
from possession. A person may be declared owner, but he may not be entitled to
possession. The possession may be in the hands of another either as a lessee or a tenant. A
person may have improvements thereon of which he may not be deprived without due
hearing. He may have other valid defenses to resist surrender of possession. We, therefore,
hold that a judgment for ownership, does not necessarily include possession as a necessary
incident.

It is a settled rule of statutory construction that the express mention of one person, thing, act, or consequence
excludes all others. This rule is expressed in the familiar maxim expressio unius est exclusio alterius. Where a
statute, by its terms, is expressly limited to certain matters, it may not, by interpretation or construction, be extended
to others. The rule proceeds from the premise that the legislature would not have made specified enumerations in a
statute had the intention been not to restrict its meaning and to confine its terms to those expressly mentioned.

The rule of expressio unius est exclusio alterius is formulated in a number of ways. One variation of the rule is the
principle that what is expressed puts an end to that which is implied. Expressum facit cessare tacitum. Thus, where a
statute, by its terms, is expressly limited to certain matters, it may not, by interpretation or construction, be extended
to other matters.

Commissioner of Customs v. Court of Tax Appeals, 296 Phil. 549 (1993); San Pablo Manufacturing Corp.
v. Commissioner of Internal Revenue, 525 Phil. 281, 290 (2006).

TRANSMISSABILITY OF RIGHTS

Art. 1311 of the Civil Code provides, as follows —


Art. 1311. Contracts take effect only between the parties, their assigns and heirs,
except in case where the rights and obligations arising from the contract are not
transmissible by their nature, or by stipulation or by provision of law. The heir is
not liable beyond the value of the property he received from the decedent.

• The general rule, therefore, is that heirs are bound by contracts entered into by
their predecessors-in-interest except when the rights and obligations arising
therefrom are not transmissible by (1) their nature, (2) stipulation or (3) provision
of law.

• In the case at bar, there is neither contractual stipulation nor legal provision
making the rights and obligations under the contract intransmissible. More
importantly, the nature of the rights and obligations therein are, by their nature,
transmissible.

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