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Contracts require a meeting of the minds and create obligations between parties. However, not all agreements result in contracts. For a contract to be valid, it must have consent between the parties, comply with legal formalities, and not contain terms against public policy, morals, or that are unconscionable. Terms that unreasonably limit a party's rights or impose excessive penalties without justification may be considered void.
Contracts require a meeting of the minds and create obligations between parties. However, not all agreements result in contracts. For a contract to be valid, it must have consent between the parties, comply with legal formalities, and not contain terms against public policy, morals, or that are unconscionable. Terms that unreasonably limit a party's rights or impose excessive penalties without justification may be considered void.
Contracts require a meeting of the minds and create obligations between parties. However, not all agreements result in contracts. For a contract to be valid, it must have consent between the parties, comply with legal formalities, and not contain terms against public policy, morals, or that are unconscionable. Terms that unreasonably limit a party's rights or impose excessive penalties without justification may be considered void.
Contracts are agreements but not all agreements are contracts
Agreement is meeting of the minds
A mere agreement will not necessary constitute a contract A Contract is one of the sources of obligation 1305 one binds himself with respect to the other to give something or to render some service
Obligations arising from the agreement Dacion enfago is not a contract - Is the delievey of the things by a debtor to his creditor in satisfaction of his debt - Walang delivery walang dacion enfgao - Mode of extinguishing an obligation while contract creates an onligation - Obligation is not a contract - Contract is one of the sources of obligation
Modes of extinguishing of the obligations
Contract of sale -
Sources of an obligation Salugada vs FEU 2008 case A student of FEU was shot by a SG He survives he sued FEU What possibilities will wrise - Quasi Delict employer of the SG - Can the FEU be held liable as Quasi Delict no - They are not the employer of the SG - FEU is liabl;e under a contract - When a students enrolls in a school or university a contract is entered into - To maintain a peaceful environment conducive to learning
(Qualifications of the Security Guard)
A liability may arise not only in one source but in other source as well.
The right to make a will is a statury right
This right is protected under constituton Non impairment clause not even the state cant violate the right of the parties to the contract.
In the exercise of the police power
Marriage is a special contract.
FC: consider it as a special contract
Who may be the parties of the contract
Marriage Male/Female Contract it doesnt matter Govern the law contract stipulations and the terms and condition of the parties subject to limitations not conttreacy to law, morals etc
Marriage law ot the stipulations except property relations Termination marriage (death/annulment)
The law defines a contract as a meeting of minds bet 2 persons May a person contract with himself. YES AUTO CONTRACT A person may contract with himself In one capacity representing himself and the other representing others - When a person is authorized to borrow money can he himself be the lender - YES the interest must me a market trade He will be signing as the representative of the borrower and also signing as the lender . This maybe a valid contract
There are auto contracts which are prohibited by law Law on sale 1491 a guardian is prohibited by acquiring by purchase the property of his ward.
Whereby one binds himself
Contracts is bilateral both parties are obligated
May an obligation not to do arise from the contract ? YES No Honda TAXI CAB
Stipulation the buyer cannot use the car as a taxi cab. Some stores can only sell certain products.
Fundamental Characteristics
Autonomy 1306 the contracting pqrties may establish such stipualtions, clauses, terms and condiction as may deem convenient. (Liberty or freedom of contract)
Contract of partnership of the propfits of the partnership 50% will go to A and the other will be given to B:
This stipulation is void
The stipulation is not contrary to law, moral, good customs, public order or public policy.
A Forfeiture Clause: MAceda Law
Waivers may be a valid waiver if all the requisites are present Sales: if there is a waiver as against the seller in case of eviction that is a void waiver if the seller is in bad faith
Other stipulations such as ang mga factum ay void
Leonina stipulation of the contract of the parties excluded the other party from receiving/sharing the profits Commisorium stipulation in a contract of mortgage upn default of the principal debtor the property wil;l automaticall be owned by the mortgagee
Nol aliendo prohibiting the debtor from alientating his property withut the consent of the mortgagee
Jul1 1, 1998
Incase of devaluation /inflation of the peso to the dollar
Will the action prosper?
Involving a contract of lease
Find the issue
Will the action prosper? (1250) Nothing in the problem will tell you tha the parties required extra ordinary inflation. STiuplations of the parties agreed upon the parties which will bind the parties.
Del Rosario vs Shell SC recognized the validity of the stipulations
Escalation Clause upon the happening of the certain contingency the bank will increase the rate of the interest
For evey 1 pero increase I the minimum wage there is a corresponsing increase in the
Contract of Lease the rental will increase
May the escalation Clause can be voided? Contract of loan There is no de escalation clause There is money bank resolution
Acceleration Clause -
Consensuality Mutualiy Obligatory relativity
once a year lang ang increase ng bank
non-involvement clause in the employment contract daisy chu vs platinum plans non-involvement provision during his engagement with the employer he she shall not for the new two years in any invol engaged in the same business any breach of the foregoing provision will held the employee liable.
Is this a valid clause, non-involvement clause This is not a valid clause because htat is it the right of the person in case of livelihood Unreasonable restraint of trade.
Daisy Chu resigned Plaitnum plans anjoin another company This clause is not a void clause this is not In relation to the trade, period and area.
2 years lang naming ang nkaalagay She just cannot join another corporation engaged in the same usiness Pertain only to the Philippines
Reasonable protection to the rights of the employer.
Asst VP of the Paltinum Plans Her position is so important she would kow the strategy of the company To protect the employer this riviison was condiserd a limited providion
The Clause w/n applicable should not depend only the whim of one of the parties Valid standard and reasonable
Contrary to law
Contrary to Morals
For every every delayed there is a corresponding 5/day It depends on the Principal amount 465 Penalty is 5/day The stipulation sis immoral, contrary to moral, excessive, unconscionable 400% ang penalty
Solongon vs solongon 5% interest per month
Macalinao vs BPI 9/17/2009
A stipulation An agreement involving a credit card (BPI) Which provided an interest 3% per month Penalty of 3% incase there is a failure to pay on the date agreed upon 36% PA only SC that his interest and penalty is void Unconscioinable, excessive, unequitous Contrary to morals if not against the law Excessive
What is the effect kapag void ang stipulation
Reduce the interest to 1% per month Effectively that is 12% PA that is the legal rate as far as the loan is concerned
Contrary to morals
Contrary to public policy - How would you know and where will you find the Public Policy - If the law is passed there is a public policy behind the law - Fundamental law of the land nsa constitution
Alma was hired as the DH in Hongkong Napalitan ang contract sa HK
$1000/month approved by the POAE 600$ a month Alma signed a contract but when she returned to the Phils She asked for the difference to her local agency
The claim is not correct It cannot be enforced the stipulation is contrary to our public policy Under the constitution full protection to labor
Arellano School of law vs CUI Shcolarship grants are granted on the basis of merit And it should not be granted in order to bolster the reputation of the school Thus if the student want to transfer he is not required to reimburse the tuition fee
An agreement of 2 erson vying fo rhte official nomintation as a candidate of the party
Void stipulation contrary to public policy 2 public policies A mere agreement of 2 persons cannot limit the right of the person t present himself to the contest
An agreement of 2 persons not limit the right of the electorate to choose which among the candidate is best fit or qualified to run for public office.
Consensuality of the contract To be a contract to be valid Consent must be freely given
No one can be compelled to compel anyone to enter into a contract
Expropriation of properties
There is a contract which is claimed to be void The contract is prepared by only one party The contract is presented to the other part for his adhesion No negoatiation as to the terms and condition
This is known a contract of adhesion.
Ong yu VS CA
Contract of Adhession is a valid contract He has a choice if he bought a contract it means that he accept the terms and agreement of the contract.
Jimmy Go w/N the trust receipt is valid the SC held that the contract is valid if there is ambiguity the rule will be decided against the metro bank when the obligation to deliver the goods arose contract of adhesion and there is ambiguity the stipulation is to be construed against the metrobank it starts on the date it was demanded
He must communicate his acceptance before the revocation of the benefits What if one of the parties in a contract revoke the contrac informing the beneficiary Is already been revoked.
Revocation to be effective Consented by two parties If only one will revoke the benefit in favor of the party Is contrary to the principle of mutuality
Bind both parties
Revocation of only one is against the principle of mutuality
Escalation clause Can invoke by the party of his Contrary to mutuality principle
Termination of the contract by one of the parties is violative of the Will that contrary to mutuality principle
Philbanking
Contract of lease
Obligatory Force of the contract Obligations arising from the contract has the force of law bet the contracting parties It should be complied with in good faith
When would a contract has the force of law Meeting of the minds as to the object subject matter
Perfected At the time of the perfection of the contract Contract of sale There is a meeting of the mind 1403 An enforceable contract
A contract has the force of the law
In relation to mutuality and autonomy contract
Monetary Board Resolution has the force of law but it is not a law.
Void waiver contrary to law which provides the protection of minors.
Relativity of the contracts the question in relation to this A sold an item to B thereafter sold the same item to C Would a has the cause of action against c? NONE there is no privityof contract bet a and c A & B B&C
Who would be bound to the contract Parties Who will be affected Benefited
Assign and heirs will be bound to a contract Parties assign and heirs
Relativity of Contract
Intransmissible
1. When the law so provides 2. If there is stipulations 3. Nature of the rights and obligations would not allow the transmicity
Intransmissible
The death of the lessee the contract is extinguished Instransmissible by the A lease contract is not purely a contract
Instransmissibility of the right Law of usufruct
If ther e
A partner cannot assign his property without the knowledgeof the other partners cannot transmit his right by assignee
Nature of the righr and obligations
Privity of Contract Only the parties, assign and heirs will be affected A 3 rd person may be bound to a contract A 3 rd person may be held liable to the contract A 3 rd person may have a cause of action in relation to the contract
He may be prejudice
Relativity of contract
1. Where a 3 rd person may be bound to a contract Contracts creating a real right 3 rd person who would take possession of the subject matter of the contract will be bound to such contract subject to mortgage law, registration law etc
A real state mortgage involving a parcel of land entered into bet a and b
A mortgagor b- mortgagee
A sells this land to C if A the principal debtor he defaulted can the mortgagee forceclosed the land with the sell and the land delivered to C C may already be the owner of the land May there be a valid foreclosure ov er the land even the land is no longer owned by the mortgagor Yes Is it possible The rights of the mortaggee attaches to the property Where ever may be the owner of the property may be bound to this mortagee Kahit na siya na ang may ari the property is subject Contract creates the real right The owner Subject to the qualification of the law For c to be bound to the contract C is not a party to the contract If the contract is registered Or c has actual knowledge Actual knowledge has the same effect as registrations
Contract in fraud of creditor A sold a parcel of land to B The sale is in fraud of the creditor like x Para wlaang mahabol ang creditor binenta ang property
The law grants him the right to rescind 1381 Contract in fraud of the creditor will be discussed in detailed when we discuss the 1381
A person who is not a party to contract cannot be held liable to such contract He is not privy to the contract 1314 when a third person intereferes to the contract
1. There must be malice
Entice him
What is the basis of his responsibility
Xyz corporation may be held liable under 1314 If this can be proven that he m aliciously induce the person to violate his contract Interference by a third person Xyz corporation entice him by offering more advantageous terms
3 rd person must have knowledge of the fact Entice
1314 interfernce by a third person XYZ Corporation may be held liable under 1314 Party himself can be held liable
What is the nature of liability Solidarily liable SC: consider this act as a torteous act against the party 2194 two or more persons liable under quasi deliect shall be held liable.
May the liability of the 3 rd person Be more than the liability of the party himself who violated the contract
Contract shall have the force of law bet the contractivn parties thus it might be complied with good faith
Doctrine of common knowledge
Interference of the 3 rd person
Nature of the concepts
If A and B has an agreement that each of them will contribute 1 million each to C in a monthly installement basis
50,000/month to give to C
The agreement of A and B is the benefit in favor of C A contract of load bet a and B As to the interest will have to be paid by a to B Agree interest 12% PA
Gratuitous benefit wlang kapalit bait lang.
Another requirement
The beneficiary must communicate his acceptance to the
Philippine Commercial and Industrial Bank vs. Escolin, G.R. No. L-27860-27896 - 1974 - 03-29 Facts: Charles Newton Hodges and Linnie Jane Hodges Were Originally From Texas, USA