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Q: The parties for example agreed that the If you will based your answer on the last paragraph of

obligation should be performed on a particular 1169, the answer will be YES. Kaya lang the SC would tell
date and despite the arrival of such period, the us in some cases that this provision is subject to stipulation
debtor failed to perform the obligation. Does by the parties. So even if the obligations are reciprocal
that mean that the debtor is already in delay obligations, if he had not complied despite compliance by
which he may be liable for damages? the other party, he may not yet be considered in delay if
there was stipulation that for example he will just pay for
A: The answer is not necessarily because as a one year after delivery so kung 5 months pa lang naman
rule, demand is necessary for delay to set in. eh di hindi pa siya in delay. Take note na ang damages
Again this is the general rule because there are dito maybe in the form of interest if the obligation is
exceptions to the rule one of which is if it was monetary obligations. Kaya pagdating ng monetary
so stipulated. obligations nagiging dalawa ang interest like merong
Sa mga credit card agreements, there will be such a interest before the time the obligation becomes due which
provision to pay on the due date stated in the statement. others would call compensation for the use. This one has
Otherwise, you will be considered in delay without need of to be expressly stipulated in writing pero ung liability ng
demand. So this is obviously a stipulation for which interest because the borrowers were already in delay ay
demand would be dispensed with to set in. but there are hindi kailangang may stipulation lalong hindi kailangan in
other exceptions like when the law so provides. When writing for the debtors to be held liable because it is by way
such law pertains to a contract of partnership, when a of damages. Walang particular form required as as far as
partner who is one of the contracting parties promise to demand is concern kaya lang kapag abugado ang
contribute a specific sum of money on a specific date and nagdedemand, he will not make it verbal lang because it
failed to comply with such obligation. Even without will be very difficult to prove in court and the other party
demand, the law provides that he will be liable for such can easily deny. Meron ngang iba eh registered mail
amount plus interest plus damages. In a way, the law nagkakaso pa rin sa SC. Iba iba pala minsan kapag
would consider this party as in default even without pinadala mo, tatatakan tapos minsan iba ung date ng
demand. sending tapos minsan tatatakan pero iba when you
actually delivered that to the post office. Kasi minsan
Finally, however I will just have to emphasize the nandun sa nag receive pero it was not actually the date na
last paragraph of 1169 in relation to reciprocal obligations. doon sa for ultimate delivery so nagkakaroon ng problem
In reciprocal obligations, if one of the parties had already sa SC. Anyway, so consider the exceptions and then into
comply with his obligation and one of the other who would the kinds of delay of course there can be delay on the part
not comply, the party who would not comply is considered of the debtors the most obvious but even the creditors can
in delay even if there was no demand. However, consider also be delay kaya ang tawag dito – MORA ACCIPIENDI.
a contract of sale… this contract is considered a reciprocal
obligation if the seller already delivered the thing and the Noong 2012, ganyan ang mga tanong… this time refers to
ownership had already pass on the buyer. But 5 months the delay on the part of BOTH the debtor and creditor, this
after the delivery, the buyer had not paid, does that mean time ang tawag dito ay COMPENSATIO MORAE.
that the buyer is already be considered in delay and MORA SOLVENDI – is delay on the part of the debtor.
therefore be liable for damages?
Now, in relation to compensatio morae if you remember
the case of Agcaoili vs GSIS if both parties are in delay

because supposedly ang claim ni GSIS hindi nagbayad ng A: Even if we consider this incident (ung
monthly amortization si Agcaoili but on the other hand pagnanakaw) stolen by a thief as a fortuitous
Agcaoili was claiming na ang GSIS was in delay in the event, the action may still prosper because at
delivery of a habitable house but the SC ruled that if BOTH the time of the loss again even if due to a
PARTIES are in delay, in contemplation of the law no one fortuitous event, the debtor was already in
is in delay. And therefore no one will have the right to delay and the obligation is an obligation
cancel the contract because ang ginawa nang GSIS dito involving the delivery of a determinate thing.
ay cinancel ang kontrata dahil hindi nagbabayad monthly This is precisely the scenario na covered ng
amortizations but it turns out na ang GSIS was also in Article 1165, again in an obligation to deliver a
delay. Kaya walang may karapatan mag file ng action for determinate thing even if such thing is loss or
rescission. destroyed due to a fortuitous event when at the
time of the loss he was already in delay, he will
Now in this one… what are the requisites of MORAL still be responsible for the loss of such thing.
SOLVENDI? Pertains to the debtor that determinate due Ito ung klase ng tanong sa bar na sa tingin ko
and demandable obligation was performed by its maturity pwede na ung isang sentence kasi kapag dalawa
date on its face ay yun talaga ang mukhang tamang sagot. too much already or maximum.
If the obligation was performed on its maturity date .why
would the debtor be liable for damages? Why would the Q: Mr. Mekaniko leased some automobile
debtor be considered in delay? The rest are really the repair equipment to Mr Masipag who was
requisites: judicial demand and despite demand and there opening his auto repair shop. The lease
is failure of the debtor to comply. agreement was executed on February 15, 1985.
It stipulated that the expiration of the period
Now if there is delay again aside from liability of damages, must be one month only at the expiration of
another effect is even if the loss was due to a fortuitous which was to return the equipment to Mr
event… this debtor can still be responsible for the loss and Mekaniko. The equipment was delivered on
this bar examination question is medyo madali na February 15, 1985. On March 15, 1985, Mr
application ng rule: Mekaniko in a telephone call asked Mr Masipag
Q: Christina brought her diamond ring to a to return the leased property on that same day
jewelry shop for cleaning. The jewelry shop but because his truck broke down, Mr Masipag
undertook to return the ring by February 1, was not able to comply. Early the next
1999. When the said date arrived, the jewelry morning, the equipment was burnt in an
shop informed Christina that the job was not accidental fire that started in a nearby
yet finished. They asked her to return 5 days restaurant and blotted Mr. Masipag’s auto
after, on February 6 Christina went to the shop repair shop. Mekaniko seeks to hold liable
to clean the ring but she was informed that the Masipag for the value of the loss property plus
same was stolen by a thief who entered the on the ground that he did not return it as
shop the night before. Christina filed an action agreed upon. Is Mekaniko’s claim tenable?
for damages against the jewelry shop which Explain.
put up the defense of force majeure, will the Now the problem clearly pertains to the effect of the
action prosper or not? loss of the thing due to a fortuitous event. So ang

bagay na dapat ideliver was lost before the delivery at You go into the period. Pagdating sa Article 13 ng Civil
dahil apparently a fire due to a fortuitous event who Code ang usapan nila ay one month and that is 30
will be responsible? Or at least will Masipag be liable days. When you compute, you don’t include the first
for the value of the loss of the property. Pag ganyan day but the last day. You start with February 16 and
ang tanong, may fortuitous event, may nasira or consider the fact that February is only 28 days so kung
nasunog… I think the first thing in your mind, should hindi leap year ito ang lalabas ang due date would
be 1174 – No person shall be responsible for those have been March 17. Kaya when the demand was
event which could not have been foreseen or though made on March 15, it was NOT a valid demand and
foreseen are inevitalble. Kaya lang ung sinabi ko hindi therefore it did not result in delay. But even if leap
lang nag eend doon ang Article. Unless, may mga year, hindi pa rin valid because it would have beem
exceptions so if you will rely on the general rule ang March 16. So clearly, when the demand was made the
sasabihin mo was hindi siya liable because the loss obligation was not yet due and demandable and
was due to a fortuitous event. But if you consider the therefore the general rule is applicable that No person
exceptions pwede ba siyang maging liable? You shall be responsible for those event which could not
should always go to the exceptions baka applicable be foreseen because 1165 is not applicable because
ung isa sa mga exceptions but as I told you… there are he was not yet in delay at the time of the lost. So
only 3 exceptions under the law; 1. If it is so stipulated, mukhang mahaba haba ang usapan sa pagsagot nito.
meron bang stipulation – WALA, 2. If the law so
provides, 3. If the nature requires assumption of the REMEDIES:
risk. – WALA DIN SA PANGATLO. Kaya mag fofocus Kung may breach or violation sa obligation, ano ang
ka sa pangalawa.. Is there a law which can still make remedy na available? Ang common na tanong sa bar in
Mr Masipag liable even if the loss was due to a relation to remedies ay will the action prosper? Ay natural
fortuitous event. At ang pinakamalapit lang na rule in it pertains to remedies. Will the action prosper? What
relation to this is ay ang law ay 1165. In other words if should be the first? Tingin ko bawat tanong dapat meron
at the time of the loss, Masipag was already in delay, kayong template sa sagot… dapat ganito ang gagawin.
then even if the loss was due to a fortuitous event –
liable pa rin siya. Therefore, you would have to go into Pag ang tanong ay as to remedies – ang unang tanong sa
in delay na ba siya. So you go into the facts: Is there a mind who are those injured? Because remedies is only
valid demand? available to the injured. Just because A is the plaintiff, it
does not make him injured kasi malay mo inunahan lang
There was a valid demand even if it is only a verbal niya para magmukha siyang api. In other words, kung don
demand because the law does not require a particular pa lang sa facts the plaintiff is not injured? Ay wala, the
form. But is this demand a valid demand which would action cannot prosper because no remedy would be
result in delay? This is a very important requirement provided by law to the one who is not the injured party.
for demand to be valid which is the demand should be Pero what if doon sa problem si plaintiff talaga ung injured
made when the obligation is already due. Kapag hindi at nagfile siya ng kaso, therefore the action will prosper?
pa due, wag kang magdemand kung creditor ka wag NOT NECESSARILY. This time marami pang rason at ang
kang atat. Maghintay ka! But here is this a valid susunod mo dapat tignan kung ano ang cause of action
demand? Is the obligation already due? niya or remedy na inavail niya.

Ang kanyang claim… maganda ito.. in the case 3. Damages pero usually yan ay fulfillment plus
of… May case sa contracts… anong pangalan niya, may damages or rescission with damages
pagka English ang name nito… Well dito talagang may
violation ng right niya pero dito ang naging cause of action Q: If the creditor or the injured had already
niya ay contract. Meron daw silang contract with the invoke the fulfillment as a remedy, may he
Central Bank kaya ang ginawa ng SC – dismissed kasi thereafter still be allowed to invoke rescission
there was no contract in between the Central Bank and this as a remedy?
plaintiff who is claiming a right under a contract which it A: Yes
turned out Monetary Board Resolution ang basis niya –
which is not a contract. It is in the exercise of its powers to Pero baliktarin mo if one of the parties already invoke
monitor ung banking sectors kaya nagkakaroon ng mga rescission, may he thereafter be allowed to invoke
resolutions. If only because mali ang cause of action fulfillment as a remedy? The second scenario is not
dismissed but it doesn’t mean na wala siyang karapatan. covered by 1191 and it cannot happen that you already
Kung walang contract, do not based it in contract baka invoke rescission at proper and invocation mo because as
other law or other basis. Oh sige tama na ang cause of discussed in the case of Magdalena Estate vs Myrick –
cause of action baka contract na ito… this time ang rescission is one of the mode of extinguishment
susunod ay REMEDY. Is it the appropriate remedy? Hindi enumerated in 1231. So in rescission, the obligation is
dahil injured ka or may caue of action ka ay mananalo ka. already extinguished. And if the obligation is already
Ito nakakalungkot in so many cases ang mga kaso extinguished – there is nothing more to perform. Pero doon
madedeny, madidismiss on mere technicality. Whether it sa unang scenario if fulfillment was invoke, pwede pa ring
is Rule 45 or Rule 65 kasi magkaiba ung dalawang rules iinvoke ung rescission but with a condition na if the
nay an ung isa grave abuse of discretion, ung iba error of fulfillment became impossible… I’m not sure na ang
law… appeal ang 45 although dapat palitan ng pangalan formulation yata without the fault of the creditor which is
yan kasi ung isa petiion for review, ung isa petition for not so accurate if you will not put this provision in proper
certiorari… parang pareho lang… certiorari… andami perspective. Kasi without the fault of the creditor, dalawa
naming words sa mundo kaya ang mga abugado sa lang yan; that can be fortuitous event or fault of the debtor.
mundo nagkaka hilo hilo. Iba kasi ang period sa dalawa, Kung fault of the debtor yan, of course the creditor can still
ung isa ay 60 at ung isa ay 30 lang kaya kapag namali ka validly invoke rescission as a valid remedy.
na sa isa hindi ka na na makakabalik sa kabila. Anyway
Pero kung fortuitous event yan mukhang hindi. Pero if you
kaya dapat tama ung availiable remedy na iniinvoke mo
consider the fact na ang provision na ito ay applicable as
concretely as to the remedies in case there is bleach. Ang
to the injured… then you will not think about the fortuitous
pinaka paborito lang dyan ay I would EMPHASIZE a
event. Kasi kung naging imposible ito dahil sa fortuitous
thousand times ay 1191 yan ang pinakapaborito. Of
event then no one is injured and therefore rescission would
course, merong ibang provisions dyan na madali naming
not be a remedy. So ang maganda ditto ay ang mas
maintindihan like is it 1166 – 1167. Pero 1191 is the most
maagandang formulation ay the fulfillment of the obligation
important at least sa bar exams, this article would provide
became impossible due to the fault of the debtor then
for two remedies and others would say 3:
rescission can still be a remedy. Now ah but itong problem
1. Fulfillment, based on cases. Ung dalawa ditto ay decided by the SC
na ang ponente ay si Justice Nachura.
2. Rescission then ung

Q: An action for rescission was filed and the Now on the other hand, sa rescissible contracts… ano ang
defendant filed a motion to dismiss on the reason why rescission is provided by law as a remedy?
ground that the action was filed more than four Kung sa 1191 breach in one word… sa kabila ang word ay
years from the date of the contract. Therefore lesion or economic injury or prejudice. In other words if this
the action had already prescribed. contract which is a rescissible contract is not rescinded –
either one of the contracting parties or a third person would
Ang premise ng … well tama ba ang argument dito suffer economic injury. Ang lesion in a way medaling
whether the motion to dismiss should it be granted or not? maalala kasi parang sa hospital pag may sugat, may
Will primarily depend on the kind of rescission invoke by injury… un nga lang economic ang injury. But to
defendant because under the Civil Code, there are two distinguish further itong dalawang rescission na ito.
kinds of rescission – may rescission sa 1191, pero meron
ding rescission under 1381, 1383. In other words dalawa… You have to consider na 1191 na rescission is a principal
so alin dito ang iniinvoke niya? Ang tunay na rescission ay remedy. In other words, the injured is not required to
nasa rescissible contracts nasa 1381, nasa 1383. Ang exhaust other available legal remedies. Maski sampu pa
rescission sa 1191 is just a result of mistake in the ang remedies niya he can invoke rescission if the reason
translation… nagkamali lang ang Spanish to English dapat is BREACH. Pero doon sa rescissible contracts, pwede ba
ang Spanish word na yan should have been translated to rescissible ang contract maski na walang breach.
English na ang word ay “resolution” kaya ang SC if it is Precisely ang reason dyan – lesion. This time ang
deciding a case based on 1191… tinatawag nila ang action rescission ay subsidiary remedy. It is only when the injured
as an action for resolution para malinaw. doesn’t have any other available remedies. Kaya kapag
niraise ng defense if you remember the case ng UFC vs
Now when would that motion to dismiss prosper? Because CA – ang pinaglaban nila dito ay ketchup. Ang isa sa mga
the action has already prescribed because the action was defenses dito ng UFC was itong si plaintiff Magdalo
filed more than four years? Ang basis niyan ay rescissible Francisco did not exhaust administrative remedies. Pero
contract. Because as a rule in relation to rescissible as discussed by JBL REYES ay mali ang defense na yan.
contracts should be filed within four years from the date. Because in the first place ang claim ng Magdalo Francisco
Although hindi yan absolute kasi if fraud yan, it would be ay there was breach so hindi kailangan ng exhaustion ng
from discovery of the fraud not on the date on the contract. administrative remedies. Unlike kung ang rescission is
Kaya dapat when you if there is such a motion to dismiss, under rescissible contracts. Pero meron pang mas basic
the court should consider ung cause of action niya whether na issue dito or defense na magandang maganda in
it is based on 1191 or 1381 pero paano niya malalaman. It relation to rescission as a concept as a remedy. Ang
will depend on the allegations because kung ang naging defense dito ng UFC kasi ang nag file ng rescission
allegations niya ay there was breach and thus tingin niya dito ay si Magdalo ung naka imbento ng ketchup ay itong
rescission is his remedy dahil sa remedy. Pero take note si Magdalo Francisco daw failed to perform it’s obligation
na under 1191, the breach of rescission must be which is to transfer ownership sa UFC. Therefore,
substantial. Must be fundamental. Kung slight breach lang rescission cannot prosper. Anong kinalaman ng rescission
or casual breach lang. It cannot be a basis for rescission sa pag transfer again because we mentioned at the very
so ano ang remedy kung di pwede ang rescission dahil start na only the injured has a right tto have a remedy
slight lang ang breach? under the law. If it is true that Magdalo failed to comply with
A: Action for damages his obligation, it is true that he doesn’t have the right to
rescind because he is not injured. Or kung pareho lang sila

in contemplation of the law there is no violation of the squatters and he failed to do so within the
contract. Kaya naging importante ang determination if period agreed upon at siya pa ang may ganang
really there was an obligation to transfer ownership and magrescind.
there was failure to do so pero it turned out ang conclusion
ng Korte – there was no obligation to transfer the A: Clearly, the action cannot prosper if you will
ownership. This is in a way a question of fact na hindi ako based it on the requirements that the one
nag aagree sa conclusion of the court. Pero ang invoking the remedy should be the injured
discussion ng rescission napakaganda ng kaso na ito, in party. Pero this is one bar exam question that
can answer in 2 or 3 even approaches kung
UFC had been cited several times already.
gusto mo. You can answer this using
Rescission as a remedy. Can this be expressly provided approach ng remedies or even the law on
by law? 1191, 1381. Is this a judicial remedy lang? or sales.
pwede ring extrajudicial. With all due respect to others,
rescission can also be invoke extrajudicially and that can I think I will have time to discuss the law on sales. Sa
happen even if not so stipulated. This was discussed in the law on sales, if there is condition in the performance
case of UP vs Delos Angeles citing 1191 – rescission is of the obligation and the condition was not fulfilled
due to the fault of one of the parties, the other party
implied in reciprocal obligations.
has 3 options under 1545: Ididiscuss ko na lang ung
Halimbawa sa kontrata ni A, I already delivered…siya Article na yun 1545 when go to warranties, kasi one the
ayaw niyang mag comply, ako I will rescind kasi I would options dyan kasi you treat the non – happening of the
like to get back probably what I delivered to him. Kung yun condition as a breach of warranty. And therefore, hold the
ang aking gusto kasi pwede ring performance of the other party liable for damages. Yun ang magiging remedy.
obligation. Take note na ang EFFECT NG RESCISSION
at MUTUAL RESTITUTION. Kaya ang action na rescissory Q: So this one, which of the ff are subsidiary
act ay isasaulit niya dapat sa kin. Again, however this can remedy?
be done extrajudicially… ang sabi lang ng SC however, if a. Specific performance is definitely not
the rescission was done extrajudicial it will only take effect b. damages is a principal action
as to the time the notice was given to the party pero without c. An action for Resolution as you remember
prejudice to the right of the other party to question the is an action for rescission under 1191 which is
validity of the rescissory act. Ultimately korte pa din talaga also a principal remedy
ang magdedesisyon kasi malay natin under 1191 hindi d. Accion pauliana – is an action to impugn a
naman substantial ang breach etc. But if the court sustains contract as it it is in fraud of creditors. This is
the validity of the rescissory act ang effect of rescission will not only mentioned in 1177, this is also
not start from the time the Court declares it to be a valid mentioned in 1383 in relation to 1381, in other
act, it will start from the time notice is given to the other words one of the contracts considered to be
party as to the rescission of the contract. rescissible are contracts in fraud of creditors.
Fulfillment: ** I’ll have a few mins on this contract when we discuss
Q: Salvador when he filed the action for rescissible contracts, then this one rescission:
rescission he is not the injured party kasi siya Rescission cannot be a remedy because he the reason
nga dapat ang magpatanggal ng mga why he failed to deliver as agreed upon ung work required

in the contract was due to his own fault. Hindi siya Into the first two, TV set and refrigerator clearly these
nagbabayad ng tao niya naku magwewelga talaga un. The obligations are obligations to give kaya lang in relation to
action will not prosper because he is not the injured party. remedies which ganun din ito sa manner of compliance.
Ang susunod mong titignan ay what kind of thing is
Now this one goes into fulfillment as a remedy, maganda involved? Is it a determinate thing or generic thing? Again
ito: iba ang remedies ng determinate things at sa generic…
Q: A bound himself to deliver to B a 21 inch 1983 Pagdating sa pagdeliver ng TV set… is the TV set a
na TV set and the 30 cubic ft White Westinghouse determinate thing?
refrigerator with motor no. WERT-384 which B saw in Ace
Store and to repair B’s piano. A did none of these things. A: No. the TV set is a generic thing. A thing would
(Mali ano? Kasi hindi dinidid ang things – dinodo ) may the be considered determinate only in two instances: (1) if it is
court compel A to deliver the TV set and the refrigator and particularly designated or (2) it is physically segregated
repair the piano? Why? If not, what relief may the court from all ofhers of the same class. Kaya if an obligation
grant to B? involces a generic and the debtor fails or refuses to
perform such an obligation, is the specific performance a
Before I would always say na kapag may tatlong remedy? The Civil Code would tell us hindi. Because ang
scenarios, di ba tatlo ito: obligation to deliver the tv set, to remedy ng SC dyan is for another person to ask another
deliver the refrigerator, and to repair the piano. Ung person to have such kind of thing delivered at the cost of
answer mo should be answer in the order that these the debtor plus damages.
questions were asked. Ang sinasabi ko dati in seriatim. So
dapat in order hindi sa kung ano lang ang trip mo pero sa But in relation to the refrigerator, this would involve a
totoo lang sa tatlong yan ang medaling sagutin – ung determinate thing not only because it has particulary
tungkol sa repair ng piano. Why? Can the court compel A designated because of the motor number but also it is
to repair the piano? physically segregated kasi nakalagay ung store.
Therefore, there is no question as to which refrigerator are
The court doesn’t have the power to compel anyone to do we talking about kahit wala ung number na yan. That
anything. This obligation is an obligation to do and the makes it again a determinate thing and this time a
Constitution provides that no one can be compelled to do SPECIFIC PERFORMANCE is the remedy available.
anything against his will as that would violate his right
against involuntary servitude. Kaya hindi pwede. What Ung obligation to give a generic thing at obligation to do
relief may the Court grant in relation to repair this piano? kung saan you can ask another to perform the obligation
at the cost of the debtore plus damages ang tawag dyan
- Ang relief ng Court dito ay dapat they ask ay SUBSTITUTE PERFORMANCE. Merong ibang
someone to perform the obligation at the cause of gagawa so may substitute. Dito hindi pwedeng may ibang
the debtor plus damages. Yun dapat ang ginawa taong gawa. Kailangan ang debtor talaga mismo as long
niya. as possibility dito ay dapat BOTH PHYSICAL and LEGAL.
But in relation to as promise, importante ang classification Halimbawa, at the time of the order of the court sunog na
ng obligation as to prestation; whether it is an obligation to siya or ma third person has already acquired ownership by
give, to do or not to do… dahil ang remedies iba iba. virtue of a sale or other modes, ay wala na it will be a legal
impossibility na ideliver ito sa creditor. Otherwise, baka
kasuhan siya ng coercion or violation or trespassing etc.

kaya specific performance then is the appropriate remedy extinguishment eh wala naman palang obligation. Whether
as far as the delivery of the refrigerator is concerned. the obligation is voidable etc, still ang tawag dyan ay valid
until annulled.
So in terms of the six, nauna ang payment, sumunod ang
Art 1919 enumerates or others would say mentions but the loss of the thing dues, sumunod ay condonation, tapos ay
law mentions 10, hindi 6 there are 10 modes mentioned in confusion, then compensation at ang pang anim ay
the article. Aside from the first 6, walang numero dyan novation. Out of the six ang pinaka paborito dyan ay
would include annulment, rescission, the happening of payment. Run – away favorite yan, walang kalahati ang iba
a resolutory condition and prescription. dyan. So in 5 years, if not 3 nasa 4 beses ang tanong
Somehow, we have already discussed prescription. Di ba tungkol sa payment. Ang next second and third dyan ay
when I mentioned that with prescription, the civil obligation compensation at novation although far second and third
is extinguished and converting the obligation into a natural pero nonetheless among the six susunod na ang
obligation. compensation. Susunod dyan ang loss of the thing tapos
ang condonation pero hindi pa tinatanong dyan ang
Rescission we have already discussed in relation to 1381 confusion. Dahil siguro baka lumawak pa ang confusion.
but I would have probably a few minutes na lang in
rescission when we discuss rescissible contracts. Thus I will start with PAYMENT

The thing sa happening of the resolutory condition, we Now PAYMENT is synonymous to PERFORMANCE OR
have already discussed in conditons. But annulment, I FULFILLMENT – in other words this mode of
have not yet discussed. extinguishment is not only available to those obligations to
give but also to those obligations to do and even
Annulment, saan natin toh ididiscuss? I have this theory na obligations not to do. As long as the debtor is performing
lahat the best way to remember concept is to relate this his obligation then there is PAYMENT, there is
concept with another concept. Lahat walang independent PERFORMANCE. Now, sa tingin ko tama yang concept
na concept sa mundong ito. Kumbaga no man is an island. nay an… instead na payment daw dapat obligations to give
kasi alam mo naman tayong mga tao dito sa Maynila sa
In other words kung annulment ang nakalagay sa problem
Tagalog… pag sinabi natin bayad na ako sayo – does it
dapat susunod mong iiispin ay voidable contracts di bah
mean may obligation to give ako? Pwedeng minsan
because ito ang remedy annulment in case the contract is
naglinis lang ako… pero wala ka naming binigay.
Now but kung merong pinaka kumplikado or pinaka
marami ang rules for an obligation to be extinguished nasa
Annulment is a remedy in relation to voidable contracts PAYMENT kaya nga siguro paborito ito. In other words
and with annulment obligations will be extinguished. So dahil marami sila, I would always encourage everyone to
ang natitira na lang ay ung first 6…. basically first classify the rules into 4. Ang first two
classifications ngayon ang pinaka importante… first set of
Before going to this six, the important premise in this rules pertaints to the person who pays. The person who
discussion is if the obligation is valid… otherwise kung ang pays do not ever call him the debtor if he is not the debtor
obligation ay void, there is nothing to be extinguished. kasi there is always a thing called third party payment.
Saying ang oras ng mga tao sa kaka discuss ng modes of Kung may tinatanong nga sa bar exam, third party

payment dahil kung debtor ang nagbayad ano ang Pangalawa, if the payor is suffering civil
problema. Ang tawag sa kanya ay PAYOR. In fact, I don’t interdiction at the time of payment, will that be a
even mind kung tawagin niyo siyang PAYER parang tax valid payment?
payer. Pwede na rin yan. There are rules in relation to the
person who pays but there are also rules in relation to the Again the answer is NO, because another
person to whom payment is made. The person to whom requirement for payment to be valid is that the
payment is made again is not necessarily a creditor kasi payor must have free disposal of the thing kasi
kung ang creditor ang binayaran eh di wala naming meron ka ngang capacity kasi hindi ka naman
problema pero ang problema nga kung ang PAYEE ay baliw or minor pero wala ka namang free disposal
hindi nga ung creditor. Pangatlo na set of rules pertain to like civil interdiction. Again under the law if the
the things to be delivered or prestations to do and the last person is suffering from civil interdiction, he
set of rules is the date of payment, place of payment and doesn’t have the right of the disposal of the thing
manner of payment etc. halos walang tanong dyan sa bar in act inter vivos from which payment is an act inter
exam as to the last. vivos eh di hindi nga ok. On the other hand, kung
ikaw ung creditor hindi ka pwedeng bayaran ng
So I will go into the first set of rules – as to the PAYOR may utang sayo dahil he is suffering from civil
interdiction… paano ka makaka kolekta?
Q: If the payor was 17 yrs old at the time of the Hihintayin mo pa ba siyang makalaya? Hindi
payment? Is that a valid payment and will the naman! pwede kang mangolekta sa guardian.
obligation be extinguished? Kung wala siyang guardian, go to the court to
A: No. because again as a requirement for a valid appoint a guardian so that you can claim from this
payment is that the payor must have the capacity guardian. But wala pa dun ang bar questions dahil
to dispose the thing which he used as a payment the bar questions pertain to third party payment.
doon sa bagay. A person who is a minor obviously Q: A is the debtor, B is the creditor what if
does not have the capacity to dispose pero in the X offered to pay the debt of A to B? will this
first place kung minor nga siya, bakit siya may obligation be extinguished?
obligation. Is that a valid obligation? The answer
is absolutely YES kasi kung halimbawa he caused Q: YES. But only if B accepts kung hindi
injury due to his fault or negligence… eh di niya tanggapin ang offer eh di walang payment.
definitely he has an obligation. Maski ang mga Pag sinabi ng batas na PAID ibig sabihin
news anchor alam na nila yan. May 3 yr old girl tinanggap un eh dito pays. But can a creditor be
nakapatay ng 4 yr old girl. Parang naglalaro lang bound to accept payment or performance from a
ang dalawa tas napatay niya ata ung isa. Kaya third person?
ang tanong who will be liable? Actually that minor
can be held liable pero parents can also be held As a rule NO, but there are two scenarios where
liable under quasi – delict in fact SUBSIDIARY B maybe compelled to accept payments from a
LIABLE sila. That is civilly of course, criminal third person; first, if it was so stipulated by the
parties, second, if X has an interest in the
ibang usapin yan.
fulfillment of an obligation.

Take note ang nasa 1236 – 1237 a third person SC ruled YES even if joint obligation each one of
who has an interest pero in 1302 ang nakalagay them has interest to the fulfillment of the entire
sa batas ay a person who is interested in the obligation although they cannot be compelled to
fulfillment of the obligation. Pareho ang ibig pay the entire pero each one of them has an
sabihin nang batas at iba ang phraseology pero interest to the fulfillment.
with all due respect sa Code Commission tingin ko
mali ang term sa 1302 at tama ang nasa 1236 – Knowing kung sinu- sino ang may interest at mga walang
1237 it is a person who has an interest, hindi a interest ang susunod sa bar exam ay if X is a third person
person who is interested kasi any one and he doesn’t have an interest in the fulfillment of the
everyone may be interested TRIP KO LANG… obligation, what if X paid B although he doesn’t have an
interesado ako pero I may not have an interest in interest, the creditor may not be bound to accept but A
the fulfillment of the obligation. Pero ang tanong accepts. Is this obligation of A to B extinguished?
dyan, who are these third persons who may have Ang sagot ng iba dyan it will depend whether A consented
interest in the fulfillment of the obligation? to the payment which is maling mali kasi regardless of the
In general, anyone who is subsidiarily obliged in fact na A gives or not his consent, the fact na a payment
this obligation has an interest in the fulfillment of was accepted – the obligation is extinguished. Ang mas
an obligation. In other words baka si X ay importanteng tanong dyan after the payment to B, can X
guarantor, si X baka surety, si X baka mortgagor, validly demand reimbursement for his payment of 100,000
si X baka antichretic debtor etc. or pwede rin from the principal debtor? The second question ay what is
siyang maging liable under the penal clause. So if this obligation is secured by a guaranty agreement with
third person siya who has an interest in the G and what if X seeks reimbursement from A but he failed
fulfillment of the obligation. or refused to pay? The question is X can validly run after
the guarantor?
Ang naging kaso lang in the SC in relation to this
issue kung may interest ba or wala pertains to CO Ang mga tanong sa sagot this time will depend as to
DEBTORS. And specifically joint debtors kasi whether this payment is made with the knowledge of the
kung solidary debtors sila, is there an issue? debtor or against the will of the debtor. Ung scenario na
WALA kasi anyone of them can be compelled to yan without the knowledge - walang consent. So kapag
pay the ENTIRE obligation pero in joint obligation ganyan ang scenario na walang consent and a payment
since each one of them can only be compelled into was made by a third person who has no interest in the
their share, each one of them has an interest to fulfillment of the obligation. Would the demand of
perform the entire. reimbursement for 100,000 be validly made?

Halimbawa, 5 sila na debtors 100,000 ang Not necessarily because under 1236 – 1237 X would only
utang… what if one of the debtors kung gusto niya have the right demand reimbursement to the extent that
lang naman if possible gusto niyang bayaran ang redounded to the benefit of the debtor. Pero pwede ring
buong 100,000 pero joint ang obligation. Is the 100,000 if it redounded to the benefit ng debtor. Pero kung
when the obligation was due at 40,000 na lang ang left
creditor bound to accept?
unpaid and without the knowledge ng debtor.. eh di 40, 000
He may be bound to accept kung ang debtor has na lang ang reimbursement since it benefited the debtor.
an interest to the fulfillment of the obligation. The

Now ituloy natin ang scenario without the knowledge or A: No, because Y has an interest in the fulfillment
against the will, hindi nag reimuburse si A. Can X run after of the obligation because he was a mortgagor.
G? Therefore, the bank cannot validly refuse to
accept an offer to pay who has an interest in the
Dalawa ang sagot dyan; fulfillment of an obligation.
(1) No, because this guaranty was constituted in favor of Q: Asiong borrowed 1,000,000 from a bank
B. There is no a privity to the contract, he cannot run after secured by a mortgage on his land. Without his
the guarantor, consent, Boyong paid for the entire amount. Since
ang pangalawang sagot hindi totally maganda ay pero mas Asiong benefited from the payment, can Boyong
sophisticated na sagot infairness… this is a principal compelled the bank to subrogate it on its right to
contract baka loan ito so when there was payment this mortgage the property?
contract was extinguished necessarily the accessory A: No. From the facts Boyong has no interest in
contract of guaranty was likewise extinguished. Having the fulfillment of the obligation, therefore nung
said that hindi pa rin ako kuntento. Masyado akong nagbayad siya without the consent ni Asiong he
demanding. Out of 5 I will give you 2 points. cannot be subrogated of the rightd of the creditor.
The reason really why X cannot run after the guarantor is This is consistent with 1236 in relation to 1237.
because despite payment he was not subrogated of the Rules in relation as to whom payment is made – also
rights of the creditor. Had the situation been different at he known as the PAYEE
was subrogated maski ano pang discussion mo dyan
about accessory contracts… the fact that X was So ang tanong dito to whom payment should be made in
subrogated in the rights of the creditor he can exercise all order for an obligation to be extinguished?
the rights not just against the debtor but also to those
subsidiarily obliged. Un ang pinaka determinative factor – Ang sagot nasa 1240:
SUBROGATION so do not stop in accessory contracts… Payment shall be made to the person in whose favor
well pwede naman pero he was not subrogated otherwise the obligation has been constituted, or his successor
if this payment was made by a person with interest in interest, or any person authorized to receive it.
halimbawa guarantor siya – he can run after other
guarantors or if mortgagor he can foreclose or maski If you will notice ung first hindi ito person who is a party to
walang interest of the fulfillment if he paid B with the the constitution of the obligation. Ang sabi ng batas to the
CONSENT of A. He can demand for entire reimbursement. person in whose favor the obligation was constituted. For
Also kung he is subrogated, he can run after anyone who example ang parties sa constitution sina A and B pero ang
is subsidiarily obliged. Kaya ito ang mga bar questions for person in whose favor the obligation was constituted ay si
example X therefore the payment should be made to X.

Q: X borrowed money from a bank secured by a Successors – in interest walang problema dyan pwedeng
mortgage on the land of Y his close friend when heirs or assignees pero ang pangatlo… ang problema
the loan matured Y offered to pay the bank but it dyan one of my colleagues kasama ko sa review center
refused since he was not the borrower. Does the ang sabi niya any person authorized by the creditor – THIS
action of the bank correct? IS WRONG kasi nililimit. Ang sabi ng batas any person
authorized to receive it. In other words it doesn’t matter
kung kanino galling ang authority basta authorized siya to assignment, his payment to the original creditor
receive a payment kasi there is such a thing as legal extinguishes his obligation
authority like ung mga receivers, administrators or - The assignees remedy is to go after the original
executors. Or even by the partners if this is a partnership. creditor
But wala dyan ang mga tanong sa bar exam.
This time into the exceptions:
For payment to be valid, it should be made to one of those
mentioned in 1240. In one word, sino sila? Itong mga taong Sa first, the payment redounded to the benefit of the
ito. CREDITORS. Lahat sila creditors although ung mga creditor who has the burden of proving it – PAYOR
successors – in interest may not be the creditors at the Pero on the three situations, the debtor will not have the
time of the constitution of the obligation pero at the time of burden kasi there is presumption that despite the fact that
the fulfillment, they are creditors in their own right. Pero payment was made to a wrong party, the payment
doon sa pangatlo, kung mga authorized to receive redounded to the benefit of the creditor and this is a
payments that would include agents. Ang agents ba are CONCLUSIVE PRESUMPTION. Una, because the
they creditors? Yes, they are because they have the power creditor ratified, pangalawa because this payor/debtor was
to demand fulfillment. But ung agents na ito while they are lead to believe by the action of the creditor that the payee
creditors, they are not creditors in their own rights because has the authority to receive the payment. So based in the
ang tunay na creditor ang principal nila. This is important principle of estoppel, you cannot deny such authority to the
in compensation, in legal compensation which is hopefully prejudice of the payor who relied in your conduct.
sa Saturday na natin madidiscuss. Pangatlo, when the payee after the payment acquired the
rights of the creditor then obviously such payment
Anyway, ang problem pertains to the next scenario:
redounded to the benefit of the creditor. Kasi parang nauna
What if the payment is made to not one of those lang ang bayad kaysa doon sa pagiging creditor niya. So
mentioned in 1240? Ang tawag dyan ay payment to a take note this is a payment to a wrong party na na
wrong party. And thus as a rule that is a void payment and naacquire ung rights ng creditor. So under the law he is
thus the obligation is not extinguished so the debtor may deemed to have benefited from the payment.
be compelled again to make a payment. Ang remedy niya
ay habulin or kunin niya ung una niyang binayaran. Kaya This one as to the second exception, merong bagong SC
lang while as a rule, payment to a wrong party does not decision. If the payment was made in good faith to a
extinguish the obligation there are 3 exceptions: person in possession of the credit and if it is a payment to
a wrong party. Dalawa ang requisite; good faith at the
1. If though the payment was made to a wrong person must be in possession of the credit. Madali lang
party, it actually redounded to the benefit of ang good faith because the payor doesn’t have any
the creditor knowledge of the defect of the title of the payee. Pero ito
2. Payment was made in good faith to a person in possession of the credit example:
in possession of credit
3. Payment was made to the creditor after the Q: A indebted kay B and A executed a promissory
assignment of the credit but without note which he delivered to B but a few months
knowledge of the assignment thereafter ung promissory note was already in the
- Eh natural sino na ang tunay na creditor niyan si possession of C. So when C demanded payment
assignee but since wala siyang knowledge to the

from A and A paid C. premise natin is wrong party namang nag claclaim na ibang creditor so itong
siya. Will that extinguish the obligation to B? NAPOCOR was ordered to pay. After the payment,
another person claimed that he has the right to the land na
A: Una, ang requirement payment must be made siya daw ang may ari ng lupa na ito and it turned out na
in good faith – kasi di niya alam ung defect ng title siya talaga ang may ari. So nagdemand na naman sa
ni C NAPOCOR ng payment ng just compensation since he
Pero ung pangalawang requirement C must be in invoked that he is the real owner based on the SC. Can
possession of credit – the fact na he was in NAPOCOR still be compelled to pay the second claimant?
possession of the promissory note, does that A: The SC said not anymore because when NAPOCOR
mean na he was in possession of the credit? made the payment to the first claimant it was a payment
A: Not necessarily, pag sinabi ng batas an in made in good faith to the possessor in credit. Kaya
possession of the credit DAPAT may NAPOCOR’s obligation was extinguished. So ang
APPEARANCE nung right pero wala talaga. Kaya provision na ito ang ginamit ng SC sa pagdismiss ng claim
for example when was he not considered in ng second claimant.
possession of the credit even if he is in possession Third, nadiscuss ko na ito and ang determinative na factor
of credit. Kung hawak hawak mo ang promissory doon ay alam niya ba ang assignment when he paid the
note, you are in possession of the EVIDENCE of original creditor. Because if he knew, he should not have
credit. Hindi lang sigurado kung possessor of the paid the original debtor but the assignee. Kung hindi niya
credit. Pero example ang promissory note ang alam natural ang alam niyang creditor ay ung nag assign
nakalagay “I promise to pay Juan Santos” pero at hindi ung assignee. Kasi ang assignee dito ay
itong si B si Pedro Reyes, si A nagbayad kay C, considered na as successor in interest.
do you think his obligation will be extinguished? Of
course not kasi hindi naman siya si Juan. Si Pedro So this one transition ito mula sa payee at tsaka sa
naman siya pero baguhin natin ung facts, instead prestation to be performed:
na I promise to pay Juan, I promise to pay bearer.
At hawak hawak na C, it appears that he has the Q: A owes B 20, 000 which became due and
right as evidenced by the promissory note. Pero in payable last October 1, 1983. On that date, A
the first place, since hawak niya ung promissory offered B 10,000 the only money he then had
note paanong hindi siya ang possessor in credit? but refused to accept it. A thereafter met C, B’s
Kasi pwedeng binugbog niya lang si B. or nawala 22 yr old son to whom he give the 10,000 with
the request that he turned the money over to
or naiwanan niya sa taxi.
B. The money was stolen while in C’s
possession. Was B justified in refusing to
accept the payment of A? May he still recover
This one ito theoretical lang yan merong SC decision. Ang the full amount of his credit?
naging kaso was an expropriation proceeding with
NAPOCOR as an entity who has the right to such A: Yes, because again as mentioned earlier as
proceeding tapos this person claiming to be the owner of a rule, a creditor is not compelled to accept
this parcel of land was the one who demanded from partial payment. PARTIAL PAYMENT is NON
NAPOCOR for just compensation. Ultimately, wala PAYMENT. And there appears to be no

stipulation that the debtor can pay partially so
as I said kanina gusto mo kumpletuhin mo ang
pera mo tsaka ka magbayad.

Yes, when he refused it was a valid refusal.

There was a just refusal but when the debtor
made a payment to C, 22 yr old na anak ni B,
was it a valid payment? The answer is no
because C is not B. In other words, this is a
payment to a wrong party. The money was
stolen was in C’s possession thus it cannot fall
into one of the exceptions so he can still
recover the entire 20,000.

So pwede na tayong umuwi dahil mahaba haba

ang monetary obligations at contracts pero
marami naman tayong time so thank you so much.