CONSENT

Conformity of the parties to the terms of the contract, the acceptance by the offeree
of the offer made by the other

REQUISITES:

(1) Must be manifested by the concurrence of the offer and acceptance (Articles
1319-1326)

(2) Parties must possess the necessary legal capacity (Articles 1327 - 1329)

(3) Must be intelligent, free, spontaneous and real (Articles 1330-1346)

OFFER AND ACCEPTANCE

(1) Offer and acceptance -- what stage of the contract? Negotiation stage

OFFER - unilateral act of one party makes to the other for the celebration of the
contract

Requisites: a) definite b) intentional c) complete d) directed to the person/s with

whom offeror intends to enter into contract

WITHDRAWAL OF THE OFFER - anytime as long as the offeror has no

knowledge of the acceptance by offeree

ACCEPTANCE - the response of the other party to whom offer was made

Requisites: a) absolute b) directed to the offeror c) made with intention to be

bound d) made within the proper time (which the offeror may stipulate -- time, place
and manner of payment-Article 1321) e) communicated to offeror and the latter
learned of the acceptance or came to the knowledge of the offeror

If acceptance is not absolute when it states a condition -- it is not the acceptance

contemplated for the perfection of the contract IT IS CALLED COUNTER OFFER
(2) Perfection -- the second stage in contracts -- when there is concurrence between the
offer and acceptance

OPTION CONTRACTS - one party is given a period of time and with conditions to
decide whether or not other party will enter into a principal contract. Thus, an option
contract has an independent consideration and is exclusive.

BUSINESS ADVERTISEMENTS (Article 1325) are mere invitations to make an

offer they are not definite offer thus no contract between the advertiser and the person
who read the advertisements.

ADVERTISEMENTS TO BID - mere invitations to submit proposals. The advertiser

not bound to accept lowest or highest bidder. Except in judicial sales where the
government must necessarily accept the highest bidder.

PERSONS INCAPACITATED TO GIVE CONSENT (Artilce 1327)

(1) EXCEPT

A. When minor misrepresents age (must be an active misrepresentation)-bound

on ground of estoppel except if the age of minor was silent then the minor not liable
because of his signature there is only a passive misrepresentation.

B. Sale and delivery of necessaries to minors (article 1289)

C. Contracts by guardians or legal representative

D. Other transactions when minor still liable

D.1 when minor upon reaching age of majority ratifies the contract

D.2 contract is in the form of savings ---

D.3 insurance (for life, health, accident)in favor of the minor but the party
entering into a contract is of age

(2) Insane or demented persons UNLESS entered into during lucid interval

Valid contracts entered into during lucid interval - Artc 1328

 Voidable contracts - entered into state of drunkeness and hypnotic spell
(article 1328)

Reason: susceptible to deceit

(3) /deaf-mutes who do not know how to read and write.

Article 1327 - a) restrains the exercise of the right to enter into contract ---effect is
voidable

Article 1329 - restrains the very right itself, based upon public policy and morality
--- effect is void

Special disqualifications:

(1) Persons suffering the accessory penalty civil interdiction (Art. 34,
Revised Penal Code

(2) Those who by reason of age, disease, weak mind and other similar cases,
cannot without aid, take care of themselves and manage their property, becoming
thereby an easy prey for deceit and exploitation (Sec. 2 Rule 92 Rules of Court)

(3) Spouses with respect to sale of property

VICES OF CONSENT -

A. MISTAKE - it must refer to the substance of the thing which is the object of the
contract or to those conditions which principally moved one or both parties to enter
into contract

**not mere wrong conception but lack of knowledge with respect to the object

Two general kinds of mistake

Mistake of fact - one or both contracting parties believe the fact exists when in
reality it does not or vice versa (material error)-- this vitiates consent

Example: agreement delivery of plates -- one party thought its paper

plates while the other ceramic plates
 Agreement A to deliver airplane -- one party thought it is
a 10 seater plane while the other believes its an airbus plane

Mistake of law - erroneous conclusion or interpretation of question of law or

legal effects --- do not vitiate consent EXCEPT when there is mutual error as the
effect or the real purpose is frustrated.

Example: A who is physically separated from her husband B, the latter left
their conjugal house and bought another house. A believing that B has waive his
rights over the house sold the land without need of signature of B. Until they
are married requires signature of husband in case of sale of property.

FRAUD - Article 1339 -- failure to disclose facts where there is a duty to reveal them
constitute fraud and fraud must be present in the perfection of the contract and not
after its perfection.

Example: PTB sold to DM a parcel of land representing that land was “ absolutely free
from liens and encumbrances” DM gave his consent on the faith of PTB’s
representation. Then when the sale was registered, it was found that a lis pendens
notice was annotated.

In this case there is concealment, and it is made in bad faith or with an intent to
deceive, and induced to enter into the contract.

Requisites:

1. One party must have employed fraud or insidious words or machinations

2. It must have been serious

3. It induced the other party to enter into a contract

4. It must have been employed by one contracting party to the other and not by both
contracting parties or third persons

5. Damage or injury resulted to the other party

6. Must be in bad faith (knowledge of falsitiy)

DOLO CAUSANTE (CAUSAL FRAUD) - serious, induces other party, at the time of
the perfection of contract --- effect is voidable

DOLA INCIDENTE (INCIDENTAL FRAUD) - not serious, did not induce the other
party, only liability for damages, contract is valid

VIOLENCE - Article 1335

Requisites of Violence:

1. Must be serious or irresistible

2. Must be the determining cause for the party upon whom it is employed in entering
into a contract

3. Not justified

4. It is sufficient

INTIMIDATION -- Article 1335

1. One party is compelled to give his consent by a reasonable and well grounded fear
of an evil

2. The evil must be imminent and grave

3. The evil must be upon his person or property, spouse, descendants or ascendants;
and

4. It is the reason why he enters the contract

UNDUE INFLUENCE - a person takes improper advantage of his power over the will
of another, depriving the latter of a reasonable freedome of choice (Article 1337)

CAUSE

Lack of cause --- confers no right and no legal effect

Illegality of cause - void

 Falsity of cause /state but not true ---contract is void.

Lack of cause - total lack or absence of cause - confers no right and produces no
legal effect

Illegality of cause - contracry to LMGC PPPP - effect is null and void

Falsity of cause - cause stated but not true -- effect contract is void

Lesion or inadequacy of price -- will not invalidate contract EXCEPT a0 if there is

mistake or undue influence or parties intended a donation

FORMS OF CONTRACTS

GENERAL RULE: cONTRACTS OBLIGATORY IN WHATEVER FORM THEY

MAY HAVE BEEN ENTERED PROVIDED ALL ESSENTIAL REQUISITES ARE
PRESENT

EXCEPTIONS:

(1) WHEN THE LAW REQUIRES THAT THE CONTRACT BE IN A CERTAIN

FORM TO BE VALID (ARTICLE 1357-1358)

(2) WHEN THE LAW REUQIRES THAT THE CONTRACT BE IN A CERTAIN

FORM TO BE ENFORCEABLE (STATUTE OF FRAUDS)

(3) WHEN THE LAW REQUIRES THAT A CONTRACT BE IN SOME FORM FOR
THE CONVENIENCE OF THE PARTIES FOR THE PURPOSE OF AFFECTING
THIRD PERSONS (ARTICLE 1356)

CONTRACTS WHICH MUST APPEAR IN WRITING

1. Donation of personal property whose value exceeds five thousand pesos (Article
748)

2. Sale of a piece of land or any interest therein through an agent (article 1874)

3. Agreements regarding payment of interest in contracts of loan (article 1956)

4. Antichresis (Art 2134)

CONTRACTS - MUST BE IN PUBLIC DOCUMENT

1. Donation of immovable properties (Arti 749)

2. Properties contributed to common fund in partnerships

3. Acts and contracts which have their object the creation, transmission, modification
or extinguishment of real rights over immovable property (sales of immovable
property or any interest therein - Article 1358 (1)

4. Cession, repudiation or renunciation of hereditary rights or those of conjugal

partnership of gains (Article 1358 (2)

5. Power to administer property (ARTICLE 1358(3)

6. Cession of actions or rights proceeding from an act appearing in a public document

(article 1358(4)

CONTRACTS MUST BE REGISTERED

1. CHATTEL MORTGAGES (article 2140)--- personal property but no delivery

required what is required is registration

2. Sale/transfer of large cattle (cattle registration act)