VOIDABLE CONTRACTS
ART. 1390
Voidable Contract possess all the essential requisites
of a valid contract but one of the parties is incapable of
giving consent, or consent is vitiated by 1mistake,
2
violence, 3intimidation, 4undue influence, or 5fraud
KINDS:
1. Legal incapacity to give consent
2. Violation of consent (Mistake, Violence,
Intimidation, Undue Influence, Fraud)
*valid and binding unless annulled by a proper action in
court by the injured party
*it can no longer be annulled once it is ratified
Annulment declaration of the inefficacy of a contract
based on a defect or vice in consent in one of the
contracting parties
ART. 1391
The action for annulment shall be brought within 4
years. The period shall begin:
1. Intimidation, Violence, or Undue Influence
defect of the contract ceases
2. Mistake or Fraud discovery of the defect
3. Minors or Other Incapacitated Persons
guardianship ceases
ART. 1392-1396
*Ratification extinguishes the action to annul a voidable
contract
Ratification one voluntarily adopts or approves some
defective or unauthorized act or contract; cleanses the
contract of its defects
KINDS:
1. Implied or Tacit
-requisites:
a.) Knowledge of the reason w/c renders
the contract voidable
b.) Such reason must have ceased
c.) Injured party executed an act that
implies an intention to waive their right
2. Express
-requisites: same as implied or tacit except
it is effected expressly
Who may ratify?
1. Guardian
2. Injured party (already capacitated)
3. Party whose consent is vitiated *voidable due to
mistake
*Ratification is a unilateral act by w/c a party waives the
defect in his consent; conformity of guilty party is not
required.
*The effect of ratification is retroactive, it cleanses the
contract of all its defects from the moment it was
executed.
ART. 1397-1402
*The action for annulment may be instituted by all who
are obliged principally or subsidiarily.
Requisites (Annulment):
1. Plaintiff must have interest in the contract.
2. Victim must assert the same.
*Strangers have no legal capacity to challenge the
validity of the contract unless they can show detriment
w/c would positively result to them from the contract
w/c they had no participation or intervention.
*Guilty party cannot ask for annulment based on the
principle he who comes to court must come with clean
hands.
*There is duty of mutual restitution upon annulment.
*If the defect lies in the incapacity of one of the parties,
the incapacitated person is obliged to make restitution
only up to the extent that he was benefited by the thing
or price received by him.
Effect of loss of thing to be returned:
a. Person obliged to make the restitution
1. w/o fault - no more obli to return
2. w/ fault indemnity for damages (fruits, value +
interest)
b. Person who shall institute action for
annulment - extinguished if due to fault or fraud
*There can be no annulment if the party cannot restore
what he is bound to return.
UNENFORCEABLE CONTRACTS
ART. 1403-1408
Unenforceable Contracts cannot be enforced or given
effect in a court of law by reason of certain defects
provided by law until and unless they are ratified
according to law
*Although valid, are unenforceable unless cured or
ratified.
*Cannot be assailed by third persons for it is a personal
defense.
KINDS:
1. Those entered into in the name of another by
one w/o, or acting in excess of, authority
Unauthorized Contracts those entered into in
the name of another person who has been
given no authority or legal representation or
who has acted beyond his powers
*are governed by ART. 1317 and the principles
of agency in Title X of the Civil Code
2. Do not comply with the Statute of Frauds
Statute of Frauds
In 1677 the English parliament enacted
a statute to counter the evil practice of
giving false testimony in actions
founded on certain kinds of contracts.
Its purpose is not only to prevent fraud
but also to guard against the mistakes of
honest men by requiring that certain
agreements specified that are
susceptible to fraud must be in writing;
otherwise they are unenforceable by
action in court.
The Statute does not require that the
contract be contained in a formal
written document, as long as it is
intelligible and records the intent of the
parties.
APPLICATION:
1. It is not applicable in actions w/c are
neither for damages because of a
violation of a contract, nor for the
specific performance thereof.
2. It is applicable only to completely
executory contracts (no performance
yet) and not to contracts w/c are
1
totally executed (consummated)or
2
partly executory (partially performed).
3. It is not applicable where the contract is
admitted expressly, or impliedly by the
failure to deny specifically its existence.
4. It is applicable only to agreements
enumerated within.
5. It is not applicable where a writing does
not express the true agreement of the
parties.
6. It does not declare that contracts
infringing it are void but merely
unenforceable.
7. The defense of the Statute of Frauds is
personal to the parties and cannot be
interpose by strangers to the contract.
AGREEMENTS W/IN SCOPE OF STATUTE OF
FRAUDS:
*In the case that these contracts arent
made in writing, though valid, they are
unenforceable if either party refused to
comply w/ their arrangement.
1. Agreement not to be performed w/in 1
yr from the making thereof.
2. Promise to answer for the debt, default,
or miscarriage of another.
3. Agreement in consideration of marriage
other than mutual promise to marry.
4. Agreement for sale of goods, etc. at
price not less than 500php.
5. Agreement for leasing for a longer
period than 1 yr.
6. Agreement for the sale of real property
or of an interest therein.
7. Representation as to the credit of a
third person.
Modes of Ratification:
1. By failure to object to the presentation of
oral evidence to prove the contract.
*failure = waiver
2. By acceptance of benefits under the
contract. This is based upon the principle
one who has enjoyed the benefits of a
transaction should not be allowed to
repudiate its burden.
 When a contract is enforceable under the
Statute of Frauds, and a public document is
necessary for its registration in the Registry of
Deeds, the parties may avail themselves of the
right under ART. 1357.

RIGHT OF A PARTY WHERE A CONTRACT IS

ENFORCEABLE:

*there must be 1valid agreement and 2the

agreement must not infringe the Statute of
Frauds

1. A party to an oral sale of real property

cannot compel the other to put the contract
in public document for purposes of
registration because it is unenforceable,
unless it has been ratified.
2. The right of one party to have the other
execute a public document is not available
in a donation of realty when it is in a private
instrument because the donation is void.

3. Both parties are incapable of giving

G.R.: Where both parties to a contract are

incapable of giving consent, the contract is
unenforceable.

*If the 1parent or guardian of either party, or

2
one of the parties (capacitated) ratifies the
contract, it becomes voidable.