Art. 1305.

A contract is a meeting of minds between two persons whereby one binds himself, with respect to the other, to give something or to render some service. (Provides for the definition)

Elements of Contracts (requisites)

Art. 1307. Innominate contracts shall be regulated by the stipulations of the parties, by the provisions of Titles I and II of this Book, by the rules governing the most analogous nominate contracts, and by the customs of the place.

o o o

Consent between 2 parties Object (Subject matter) Cause

Do ut des; Do ut facias; Facio ut des; Facio ut facias

Distinguish Obligation with Agreement

Art. 1308. The contract must bind both contracting parties; its validity or compliance cannot be left to the will of one of them.

o o o

Contract is enforceable by court action while contract is not. Agreement is broader in the sense that it may not have all elements of a contract. All contracts are agreements agreements are contracts. but not all

S sells car to B for 1M, payment of 1M is upon the will of B. S sells car to B for 1M, B will pay 1M when he has the means to do so. (means here is a period; therefore, valid)

Art. 1309. The determination of the performance may be left to a third person, whose decision shall not be binding until it has been made known to both contracting parties.

Art. 1306. The contracting parties may establish such stipulations, clauses, terms and conditions as they may deem convenient, provided they are not contrary to law, morals, good customs, public order, or public policy. (Guarantee the freedom to contract)

Appraiser (sale of land) S sells B parcel of land; determination of the performance is upon A (appraiser); binding until A communicate to both S and B.

As long as it is not contrary to (limit on contract stipulation): o Law sale of illegal drugs; o Morals render free service, until debt is paid; o Good customs contract to slap your father; o Public order contract of lease whereby the owner would use force to eject the tenant in case of non-payment; o Public policy X stole ring of Y, later, they entered into contract whereby Y would not prosecute X in consideration of some amount.

Art. 1310. The determination shall not be obligatory if it is evidently inequitable. In such case, the courts shall decide what is equitable under the circumstances.

If the assessment of the appraiser is inequitable, they can go to court for the determine of the price.

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.

If a contract should contain some stipulation in favor of a third person, he may demand its fulfillment provided he communicated his acceptance to the obligor before its revocation. A mere incidental benefit or interest of a person is not sufficient. The contracting parties must have clearly and deliberately conferred a favor upon a third person.

o o o o

Business becomes unlawful; Insolvency; Civil interdiction; Decree of court (insanity, incapability, agreement & business carried only in a loss) breach of

General rule transmissible to the successor (but up to the heirs inheritance); Exception those by nature (personal; marriage contract) o By stipulation o By provision of law (agency, partnership) (2nd par.) general rule contract affects only the contracting party; Exception stipulation pour autrui (if accepted by 3rd person before withdrawal or revocation) o A borrows 1M to B @ 12% interest. Interest is to be given to C (whom B indebted).

3rd person induces 1 of the party to violate the contract; Contracts that affect real rights; Contracts entered into to defraud the creditor.

Art. 1767. By the contract of partnership two or more persons bind themselves to contribute money, property, or industry to a common fund, with the intention of dividing the profits among themselves.

Not transmissible because it is prohibited by law (purely personal in character)

Chapter 3 Dissolution: change in the relation of the partners (not termination of the partnership, but continues until the winding up of partnership affairs [1829]).

Cause (1830): agreement;

Death;