Extinguishment of Obligations (1) Flashcards

1
Q

Grounds for Extinguishment of Obligations

A
  1. Payment or Performance
  2. Loss of the Thing Due
  3. Condonation or Remission
  4. Confusion or Merger of Rights
  5. Compensation
  6. Novation
  7. Others (farm dat pig)
  • fortuitous events
  • annulment
  • rescission
  • mutual desistance
  • death
  • arrival of resolutory period
  • termination (not included in 1231)
  • prescription
  • impossibility of performance
  • guaranteed time (fulfilment of resolutory condition)
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2
Q

what is rescission?

A

the undoing of the creation of an obligation to the effect that as if the parties had never created the obligation to begin wiith

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3
Q

termination |v| rescission

A

[t]
- simply puts an end to the valid contract
- prior termination, ALL receipts and performances will have to be respected as valid

[r]
- art. 1191
- obligation created when effected, that is the mutual restitution between the contracting parties

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4
Q

Art 1191

A

Art. 1191. The power to rescind obligations is implied in reciprocal ones, in case one of the obligors should not comply with what is incumbent upon him.

The injured party may choose between the fulfillment [and] the rescission of the obligation, with the payment of damages in either case. He may also seek rescission, even after he has chosen fulfillment, if the latter should become impossible.

The court shall decree the rescission claimed, unless there be just cause authorizing the fixing of a period.

This is understood to be without prejudice to the rights of third persons who have acquired the thing, in accordance with Articles 1385 and 1388 and the Mortgage Law.

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5
Q

what is fulfilment of resolutory condition

A

A gives B 10 million pesos under the condition that B starts a business. If B fulfills the condition by starting the business, then the obligation for B to return the 10 million pesos is extinguished. Once the resolutory condition is met (B starting the business)

A resolutory condition typically involves the termination of an ongoing obligation or contract once the condition is met

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6
Q

what is “the arrival of the resolutory period”

A

art. 1193 “xxx Obligations with a resolutory period take effect at once, but terminate upon arrival of the day certain. xxx”

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7
Q

what does payment mean in the civil code?

A

Art. 1232
“Payment means not only the delivery of money but also the performance, in any other manner, of an obligation”

note
Even personal Obligations, if the obligation consists of the doing of something, like construction of a house, and the contractor fulfils the obligation, then there is payment. We also refer to it as payment, although the more appropriate term for it is, performance of an obligation.

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8
Q

Insofar as payment by the debtor to the creditor, what is the general effect of acceptance on part of the creditor?

A

As a general rule, “acceptance” (implied or expressed) by the creditor is required to extinguish the obligation, because the creditor also has the right to refuse payment for causes provided for by law.

Once a valid debt is established and proved by the creditor, the [debtor] has the “burden of proving”, by preponderance of evidence, that the obligation has been paid. Creditor has no obligation to prove non-payment (because negative allegation cannot be proven)

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9
Q

knowledge check:
what are positive allegations
what are negative alelgations

A

[+]
a claim that something DID HAPPEN or a certain condition DOES EXIST

[-]
a claim that something did NOT happen or a certain condition does NOT EXIST

note
the burden of proof typically falls on the party making the positive allegation. This means that if someone alleges that a certain event occurred or a condition exists (positively), they must provide evidence to support their claim

level of proof: preponderance of evidence

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10
Q

best evidence of payment is the receipt.

what are the factors to consider in PAYMENT/PERFORMANCE?

A

what - has been paid/delivered
how - was it paid, delivered, performed? (relevant w/ personal obli)
who - paid/delivered
who - accepted payment of delivery
when - was payment or delivery made
where - was payment or delivery made

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11
Q
  1. WHAT should be paid or delivered?
A

[[The]] Thing or Service contemplated by the parties should be delivered (1233)

note
—Not a Different one even if it is of the same value as, or more valuable than that which is due, or, in case of service, different act or forbearance, against the will of the creditor (1244).

—If the Creditor consents to a different thing or service, it could be a case of either: DACION EN PAGO or NOVATION, which also extinguishes an obligation

dacion en pago - payment in kind or payment by subsititution

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12
Q

insofar as NOVATION, what are the 3 ways of replacing an old obligation with a new one

A
  1. changing the person of the debtor
  2. changing the person of the creditor
  3. substituting or changing the very prestation or object of the contract. If there is consent, then the old obligation is extinguished and a new obligation is created.
  • so if accepted by creditor, the rules of payment/performance (1232) does NOT apply but novation or dacion en pago

note
Dacion - under payment but is a special type of payment.

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13
Q

GENERIC THING

  • whose quality & circumstances have not been stated
  • whose kind & quantity have not been stated

what are the effects?

A

[quality & circumstance]
- creditor cannot demand a superior quality &
- debtor cannot deliver the thing of inferior quality

[quantity & kind]
- contract is void (1349)

note
- The minimum requirement of generality in identifying the thing is that, the thing must be generic only as to, [quality and circumstances.]

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14
Q

Art 1249 stipulates that
“The payment of debts in money shall be made in the currency stipulated, and if it is not possible to deliver such currency, then in the currency which is legal tender in the Philippines.”

what about checks or commercial instruments

A

Yes. It is to be emphasized that it is a well known and accepted practice in the business sector that a Cashier’s Check is deemed cash.

Hence, the exception provided in Section 63 of the Central Bank Act which states that checks which have been cleared and credited to the account of the creditor shall be equivalent to a delivery to the creditor in cash the amount equal to that which is credited to his account.

The Cashier’s Check and the cash are valid payment of the obligation of the petitioner

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15
Q

Aside from a Cashier’s Check, give other negotiable instruments

A
  • bill of exchange
  • negotiable promissory note
  • manager’s/cashier’s check

all represent money

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16
Q

Art 1249
“The payment of debts in money shall be made in the currency stipulated, and if it is not possible to deliver such currency, then in the currency which is legal tender in the Philippines.”

Alice & Pedro entered into a contract where Pedro must give 10k USD to Alice by tomorrow. Can Pedro give the Philippine equivalent instead?

A

No.

If the obligation to pay money stipulates the currency, then, the currency stipulated must be delivered. So if the contract says, what is to be paid is 10 thousand US DOLLARS, then that should be delivered when the obligation is due and demandable.

In the past, stipulation as to currency other than the Philippine Peso, have been declared as against public policy. This is however a rule, that we have already changed, specially upon our active participation in international trade.

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17
Q

is 1249 absolute?

A

NO.

if the currency stipulated is not available, it maybe that, for some reason or another, there is no available kind of dollar which is seldom in a locality, then you cannot force the obligor to deliver which he cannot deliver. 1249 says that if it is not possible, then Philippine peso, but it shall have the same effect in extinguishing the obligation

note
USD can be unavailable while a never-heard of currency can be the prestation.

ex. due to unforeseen circumstances such as currency exchange restrictions or a shortage of US dollars in Philippines.

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18
Q

They say, that a manager’s or a cashier’s check is as good as cash. This is true, to the extent, that when you PRESENT such checks, there is an assurance, legally speaking, that there is funding to the check. BUT what is the caveat with the manager’s or cashier’s check

? - case where C refuses a certified check not a legal ground of refusal

A

because it is NOT a legal tender, the creditor MAY refuse to accept it.

You cannot ask for the reason of the refusal. Simply because it is not a legal tender, then the creditor may refuse to accept the check. So, if the creditor demands that the payment should be in cash, now even if you have to ask the bank to produce how 100m, and it will probably take you 2 days for the bank to look for that cash, the creditor has the right. Because, a check is not a legal tender

note
legal tender - All COINS and NOTES issued by the Bangko Sentral Ng Pilipinas (BSP)/Philippine Peso.

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19
Q

When can a check extinguish an obligation?

A

A. When accepted by the creditor without protest [and] after the same had been cashed or cleared and credited to the creditor’s account. (RA 265)

B. It has been impaired through the fault of the creditor (1249, par 2) [e.g. check deposited only after ten (10) years have lapsed;

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20
Q

ordinary check |v| certified check

A

[OC]

  • NOT legal tender, hence creditor is justified if he refuses
  • if accepted, there is still NO payment and obligation is not yet extinguished
  • if creditor presents this to the bank, and provided it is cleared and credited to creditor’s account, payment happens hence the obligation is extinguished
  • if creditor accepted the OC but has not encashed it, the obligation is merely suspended on part of the debtor so that he will not be placed in default

[CC]

  • work as cash as it is a legal tender
  • since legal tender, creditor NOT justified if he refuses to accept
  • mere acceptance has the effect of payment regardless if presented in bank or not.
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21
Q

What happens when the check has not been presented after [[6 months]] from its due date?

a. prescription applies and the obligation is extinguished

b. the check is impaired (1249, par. 2) thus extinguishing the obligation

c. the check becomes stale and the drawer (debtor/payer) is not released from his obligation

A

C. the check becomes stale and the drawer (debtor/payer) is NOT released from his obligation (obli suspended so D won’t be in default)

the creditor cannot claim the funds from the bank using that check anymore, but the drawer (debtor) is still obligated to fulfill their payment obligation to the creditor.

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22
Q

will extinguishment of obligation take place at the time the ORDINARY check is received by the creditor without protest?

A

No. Obligation is extinguished only as a later time, not at the time the check is accepted by the creditor.

So if the creditor receives the check, let us say, today, and the creditor will encash the check 30 days after. The obligation is extinguished only at the time that it is en-cashed.

done in (2) two ways

  1. First if the creditor goes to your bank, or any of the branches of your bank, and you issued a check, China bank for instance. The creditor then goes to China bank and have it encashed. If the creditor goes the bank and have the check in cashed, he had presented it for payment. When it is encashed, then the obligation is extinguished
  2. The creditor may only deposit it in his own bank, let us say BDO, so the creditor, instead of going to China bank, the creditor will go to his bank and have his check deposited there. This will now require clearing.
  • once deposited, obligation is NOT YET extinguished. Once the check is cleared and credited to the creditor’s account, then will the obligation be extinguished. (deposited in BDO, **honored by Chinabank)
  • This way of dealing with the check is NOT presenting it for payment, NOR have it encashed over the counter
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23
Q

What if the check is considered a stale check and is presented for encashment or deposited?

insofar as bank
insofar as D
remedy of C

A
  • it only extinguishes the obligation of the DRAWEE BANK to honor the check, it does NOT discharge the obligor (the drawer) in this case from his monetary liability to the creditor.
  • It will only discharge the DRAWER (debtor) from any damages, occasioned by the creditor’s delay in the presentment for payment, but it will not result in the discharge of the obligation of the DRAWER (obligor)
  • creditor can demand for the replacement of the check.
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24
Q

what is redemption by check

A

A check may be used for the exercise of the right of redemption, the same being a right and not an obligation. The tender of a check is sufficient to compel redemption but is not in itself a payment that relieves the redemptioner from his liability to pay the redemption price.

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25
Q

may the sheriff, who will receive the redemption money, and probably upon the advice of the mortgagee creditor, or whoever won in the bidding, to refuse on receiving it, on the ground that, a check is not a legal tender?

A

No, there is no basis for refusal

in the case of Fortunado v. CA

the creditor cannot avail of payments in 1249, because these refer to payments of debts in money. Here, it is a tender of redemption amount, which is an exercise of a right.

Because if the tender of a check, or commercial document for that matter, is for the purpose of exercising a right, not fulfillment of an obligation, then it may have a legal effect.

So such rule, of a check being, not being a legal tender, is irrelevant here. This is illustrated to us, in the case of tendering a check to the sheriff for instance, for the purpose of exercising the right of redemption.

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26
Q

Obligations in foreign currency may be discharged in Philippine currency based on?

A

the prevailing rate of exchange at the time of payment

ex.
Juan owes John $1000 on Jan 1 2023. The obligation is due on year 2024
$1 = 50 pesos (2023)
$1 = 100 pesos (2024)

Juan owes John 100,000 pesos by 2024

C.F. Sharp vs Northwest Airlines (2002)

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27
Q

In Contractual Obligations to pay money:

In case EXTRAORDINARY INFLATION OR DEFLATION of the currency supervenes, the value of the currency

A

is at the time of ESTABLISHMENT of the obligations shall be the basis (1250)

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28
Q

When is there an extraordinary inflation?

A
  • when there is a decrease or increase in the purchasing power of the Philippine currency which is unusual or beyond the common fluctuation in the value of said currency, and
  • such increase or decrease could NOT have been reasonably foreseen [or] was manifestly beyond the contemplation of the parties at the time of the establishment of the obligation.
    [Singson v. Caltex (2000)]

note
- The supervening of extraordinary inflation is NEVER ASSUMED. The party alleging it must lay down the factual basis for the application of Article 1250.
a.Filipino Pipe case - able to submit proof but the downward fall was not considered ‘extraordinary’ but a simply a universal trend that has not spared the country.
b. Huibonhoa’s case - court dismissed the unsubstantiated allegation of Aquino’s assassination in 1983 causing construction costs to double during a July 1983 to February 1984 (7 mnths)

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29
Q

Juan and John entered into a contract on January 1, 2023, wherein John agreed to sell his vintage car to Juan for $10,000, payable on January 1, 2024. Due to economic conditions, there was a significant inflation rate of 50% over the year, resulting in a change in the exchange rate between the Philippine peso (PHP) and the US dollar (USD).

On January 1, 2024, Juan, citing Article 1250 of the Civil Code, argued that the inflation rate should be taken into account, and therefore, the price of the vintage car should be adjusted based on the exchange rate at the time of the establishment of the obligation. John disagreed, asserting that the Article 1250 contemplates extraordinary inflation.

John states, absent of any stipulation in the contract, the default is provided for by law which is the prevailing rate of exchange AT THE TIME OF [PAYMENT] (this is true)

As the court, how will you rule in applying Article 1250 of the Civil Code?

note
- 1250 also applies to local currency between two parties

A

I shall deny the petition of Juan

[A]
In the case of Serra & Huibonhoa, the court adopted the approval of the CA on petitioner’s evidence especially the National Economical Development Authority (NEDA) certification of inflation rates based on consumer price index

a. from 1966 - 1986, the official inflation rate never exceeded 100%, in any single year.
b. highest inflation rate recorded was in 1984 only reaching 50.34%
c. over a span of 21 years, the Philippines experienced a single-digit inflation in ten years and when the experienced only a double-digit inflation average of 20.88%
d. while there was decline in 1966-1986, it cannot be considered as extraordinary; rather a normal erosion of the value of the Philippine peso.

[B]
This court holds the effects of extraordinary inflation are not to be applied WITHOUT AN OFFICIAL DECLARATION THEREOF by competent authorities.

Applying the facts to the case, the inflation of 50% of the USD is NOT an extraordinary inflation as it did not exceed 100% as outlined provision ‘a.’ Moreover, there are no official declarations submitted by the party warranting the application of the extraordinary inflation

Therefore, the petition should is dismissed.

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30
Q

SPECIAL FORMS OF PAYMENT:
affecting

things or services
(a) enumerate
(b) define

A

Dacion en Pago (1245) - Novation
“Dation in payment, whereby property is alienated to the creditor in satisfaction of a DEBT IN MONEY, shall be governed by the law of sales.”

  • because it is law on sale, and sale is consensual contract, it requires consent of BOTH parties, not just C

Payment by Cession (1255)
“Art. 1255. The debtor may cede or assign his property to his creditors in payment of his debts. This cession, unless there is stipulation to the contrary, shall only release the debtor from responsibility for the net proceeds of the thing assigned. The agreements which, on the effect of the cession, are made between the debtor and his creditors shall be governed by special laws”

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31
Q

SPECIAL FORMS OF PAYMENT:
affecting money

A
  1. application of payments
  2. tender of payment and consignation
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32
Q

X and Y are friends. Wanting to infuse more capital to a struggling business venture, X borrowed P2M from Y payable after (2) years. Three (3) years have passed but X never paid Y his loan obligation.

One day, Y asked X if he could borrow X’s brand new Mercedez Benz C Class (valued at P4M) for he will be fetching his father-in-law in the airport. Weeks have passed and Y never returned X’s Benz.

When X demanded for the return of his car, Y invoked dacion en pago. May X legally recover his car? Why or Why not?

Atty Largo: For dacion en pago, there is an obligation to pay money, but the creditor instead or money, receives delivery of a thing.

A

There is NO dacion en pago.

X may legally recover his car. Dacion en Pago requires the consent of the Creditor (in this case, Y is the creditor)

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33
Q

Elements of Dacion En Pago

A
  1. Consent of Both Parties
  2. Should not Prejudice/Defraud other creditors
  3. Debtor has not been declared judicially insolvent

note

(1)
- because it is law on sale, and sale is consensual contract, it requires consent of BOTH parties, not just C

(2)
- defense of creditor defrauded: accion pauliana

(3)
- once insolvent, C are barred from collecting from the debtor.
- all payments are SUSPENDED. primary purpose in insolvency proceedings is to determine won a debtor may still rehabilitate.
- since Dacion en Pago (Novation) is a form of payment, it cannot be done with an insolvent debtor.

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34
Q

Knowledge Check: Accion Pauliana

Unpaid creditors. If the debtors would enter into contracts that would prejudice the interests of the creditor. The latter can go after those contracts, after the creditor has no longer any other remedy. (it can have the contracts entered into by the debtor, that have prejudiced the creditor as rescinded.)

A

Let’s say Juan owes money to several creditors but is unable to pay his debts. Despite his financial difficulties, Juan decides to transfer his property to his friend Pedro for a very low price. Juan does this to prevent his creditors from seizing the property to settle his debts. However, this transfer of property prejudices the interests of Juan’s creditors because it diminishes the assets available for them to recover their debts.

In this scenario:

Juan: The debtor who owes money to several creditors.
Pedro: Juan’s friend who receives the property from Juan for a very low price.
Creditors: Individuals or entities to whom Juan owes money.
The creditors, seeing that Juan is transferring his property to Pedro at a low price to avoid paying his debts, can invoke Accion Pauliana. They can take legal action against Juan and Pedro to rescind the transfer of property. This means that the transfer of property from Juan to Pedro would be declared null and void, and the property would be considered as part of Juan’s assets available for the creditors to recover their debts.

Accion Pauliana allows creditors to protect their interests by challenging transactions made by debtors that prejudice their ability to recover what is owed to them. It ensures that debtors cannot unfairly dispose of their assets to the detriment of their creditors.

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35
Q

X and Y are friends. Wanting to infuse more capital to a struggling business venture, X borrowed P2M from Y payable after (2) years. Three (3) years have passed but X never paid Y his loan obligation.

One day, Y asked X if he could borrow X’s brand new Mercedez Benz C Class (valued at P4M) for he will be fetching his father-in-law in the airport. Weeks have passed and Y never returned X’s Benz.

When X demanded for the return of his car, Y invoked dacion en pago. May X legally recover his car? Why or Why not?

Will your answer be the same if X agreed to the dacion en pago but the car involved is worth P1M only?

Atty Largo: For dacion en pago, there is an obligation to pay MONEY, but the creditor instead or money, receives delivery of a THING.

A

Yes, you don’t really determine the value of the object. It is all about whether the creditor having the right to demand for money, will accept something else. That is in lieu of the money, regardless of the value of the object. This is still dacion en pago. It all boils down to whether, the creditor is stupid enough to accept the object, less than his credit.

(UNLESS he puts there, that such dacion is only partial or of partial extinguishment)

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36
Q

CESSION (1255)

A

CESSION (1255)

special payment affecting things or services

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37
Q

Elements of Cession

A
  1. more than one debt
  2. more than one creditor
  3. insolvency of debtor
  4. abandonment of all debtor’s property NOT exempt from execution.
  5. consent of creditors
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38
Q
  1. abandonment of all debtor’s property NOT exempt from execution.

One of the several creditors is entitled to 20 million. He may accept the fact that because of the insolvency, he cannot recover the full amount of 20 million.

So, if the creditor observes that by abandoning all of the debtor’s property, creditor gets paid as a result of 15 million which is better than nothing.

A

This means that the debtor gives up ownership and control of their property to satisfy their outstanding debts.

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39
Q

differentiate Cession (1255)

|v|

Financial Rehabilitation and Insolvency Act (FRIA - RA 10142)

A

[1255]
- payment by cession in civil code is extrajudicial
- no court proceeding, just agreement/consent of all creditors to accept the property of the debtor, to that extent, obligation is EXTINGUISHED

[FRIA 10142]
- court assisted proceeding
- voluntary insolvency proceeding which is initiated by the Debtor W/O CONSENTof the Creditor for the former’s insolvency

40
Q

GOING BACK

what are the factors to consider in PAYMENT/PERFORMANCE?

insofar as how - was it paid, delivered, performed? (relevant w/ personal obli)

A

what - has been paid/delivered
how - was it paid, delivered, performed? (relevant w/ personal obli)
who - paid/delivered
who - accepted payment of delivery
when - was payment or delivery made
where - was payment or delivery made

41
Q

How is payment or delivery made? It must be complete

LEGAL BASIS

A

[1233]
“Art. 1233. A debt shall not be understood to have been paid unless the thing or service in which the obligation consists has been completely delivered or rendered, as the case may be.”

[1248]
“Unless there is an express stipulation to that effect, the creditor cannot be compelled partially to receive the prestations in which the obligation consists. Neither may the debtor be required to make partial payments.

However, when the debt is (both) in part liquidated and in part unliquidated, the creditor may demand and the debtor may effect the payment of the former without waiting for the liquidation of the latter.”

  • insofar as the liquidated debt is concerned, demand and payment can be made.

note
liquidated - clearly determined, fixed, or readily ascertainable. This means there is no dispute or uncertainty about the sum owed.

un - not yet determined, fixed, or readily ascertainable
- Juan and Maria entered into a contract for services, but the total cost of the services is not specified, or if there are additional expenses incurred during the fulfillment of the contract that are yet to be determined, the obligation would be considered unliquidate

42
Q

How is payment or delivery made? It must be complete

EXCEPTIONS

LEGAL BASIS

A

[1235]
When the obligee accepts the performance, knowing its incompleteness or irregularity, and without expressing any protest or objection, the obligation is deemed FULLY COMPLIED with.

[EXC]
- Stipulation,
- different conditions or terms,
- obligation is in part liquidated and in part unliquidated,
- payment by a joint debtor,
- partial compensation,
- obligation is capable of partial performance,
- estoppel

43
Q

Art. 1234. If the obligation has been substantially performed in good faith, the obligor may recover as though there had been a strict and complete fulfillment, less damages suffered by the obligee

  • two requirements of;
    a. substantial compliance
    b. compliance in good faith

A. in what instance can the debtor (obligor) recover from the creditor?

B. what does ‘less damages suffered’ mean

A

[A]
1. the inability on the debtor must not be attributable to him or
2. inability to perform/pay is due to his fault.

  • allows the debtor to seek certain rights or benefits as though there had been a strict and complete fulfillment. This could include, the debtor demanding for the payment of the contract price of building, the release of a lien or the return of collateral associated with the debt.

[B]
- the amount the obligor can recover is subject to deduction for any damages suffered by the obligee as a result of the obligor’s partial non-performance.
- while the obligor may seek compensation, the obligee is entitled to be compensated for any losses or harm caused by the obligor’s failure to fully meet the obligation.

44
Q

Substantial Performance (1234)
|v|

Principle of Quantum Meruit

illustrate by way of the case of International Hotel Corp v. Joaquin

A

In the case of International Hotel Corp v. Joaquin Jr,
The obligation of Joaquin was to look for international funding for a certain project of a hotel in a period of time.

Joaquin failed to secure foreign funding and the International Hotel Corp was able to secure a funding thru the instrumentality of another personality.

The SC nonetheless found that Joaquin with due diligence tried to fulfill his obligation but except that circumstances outside of his control (highly dependent on chance, disagreements with T&C with the potential funding, and several others)

SC ruled in favor of Joaquin granting his demand for payment for his services but it was not the full contract price because he was not able to fulfill his obligation.

What is applied is quantum meruit since there was NO SUBSTANTIAL PERFORMANCE on his part and a party who has rendered services is entitled to the extent of the services rendered, and entitled for payment of services rendered. (avoiding unjust enrichment)

45
Q

Substantial Performance (1234)

|v|

Principle of Quantum Meruit

illustrate by way of principle

A

[1234]
- slight breach
- basis of debtor able to receive payment is the fulfilment of the obligationas though there had been strict and complete compliance PROVIDED THAT there is
a.) substantial compliance and
b.) compliance in good faith

[Quantum Meruit]
- substantial/material breach
- basis of debtor able to receive payment is to avoid unjust enrichment PPROVIDED THAT his failure to fulfill his obligation is due to circumstances outside of his control (?) - check on this

46
Q

what are the factors to consider in PAYMENT/PERFORMANCE?

who - paid/delivered

A

what - has been paid/delivered
how - was it paid, delivered, performed? (relevant w/ personal obli)
who - paid/delivered
who - accepted payment of delivery
when - was payment or delivery made
where - was payment or delivery made

47
Q

Who can pay or deliver?

A

GEN
- debtor or his agent

EXC
- third persons/stranger to the contract (1236)

[Art. 1236.]
The creditor is NOT bound to accept payment or performance by a third person who has no interest in the fulfillment of the obligation, unless there is a stipulation to the contrary.

Whoever pays for another may demand from the debtor what he has paid, EXCEPT that if he paid without the knowledge or against the will of the debtor, he can recover only insofar as the payment has been beneficial to the debtor.”

48
Q

[1236]
[A] stranger/3rd person cannot demand what he has paid and only demand the payment beneficial to the debtor if;

[B] what is the 3rd person’s/stranger’s remedy?

A

[A]
- paid w/o knowledge of debtor, [or]
- against will of debtor

[B]
recover only insofar as the actual payment has been beneficial to the debtor

ex. Juan owes Pedro ₱10,000. Pedro, being a generous friend, decides to pay off Juan’s debt without Juan’s knowledge, giving ₱5,000 to the creditor on Juan’s behalf. Later, Juan finds out about Pedro’s payment and pays the remaining ₱5,000 himself.

Pedro, having paid without Juan’s knowledge, can only demand reimbursement from Juan for the ₱5,000 he paid on Juan’s behalf. However, if Pedro’s payment reduced any interest or penalties on Juan’s debt, he can only recover that portion

49
Q

if 3rd person pays, what are his rights?

A

[w/ debtor’s consent]
- full reimbursement [with] subrogation

[w/o consent]
- beneficial reimbursement only with NO subrogation

50
Q

SPA |v| GPA

special
general power of the atty.

A
51
Q

who is a stranger? who is considered a 3rd person?

A

is one who has NO interest in the fulfillment of the obligation

52
Q

if a creditor makes a demand from a debtor A, but the one who pays is debtor B. Is debtor b a stranger to debtor a in this situation?

A

No. Because debtor B, who is a solidary debtor, has the interest in the fulfillment of the obligation. (SO HE IS NOT A STRANGER

this is an ex. of a person other than the debtor or agent, but NOT a 3rd person

53
Q

is a guarantor a stranger?

A

No, a guarantor is not a stranger to the obligation because he has interest in its fulfillment such that the failure of the debtor’s payment/performance will give right to the creditor going after the guarantor for the payment of the original debtor’s obligation.

54
Q

knowledge check: what is subrogration

A
  • the new party (the subrogee) steps into the shoes of the original party (the subrogor) and
  • assumes both the rights and obligations associated with the debt or claim.
    This means that the subrogee takes over the position of the original creditor or claimant and has the right to enforce the debt or claim against the debtor or liable party
55
Q

when does ‘subrogation’ occur?

A

the moment the third person pays with the consent with the DEBTOR

Therefore, if it is with the consent of the debtor, the third person now becoming the new creditor, will also have the right to exercise rights, other than asking for the payment, like arising from mortgages, guarantee, and penalty. This is full reimbursement with subrogation.

56
Q

D borrowed P10m from C without interest. The loan obligation is secured by a Real Estate Mortgage (REM) covering D’s parcel of land in Cebu City. Five days after the obligation became due, S (not a party nor privy to the contract between D and C) paid C P10m. Two days earlier, however, D had already partially paid C P6M. What are the rights of S if;

(a) S paid with the consent of D?

(b) S paid without the consent of D?

A

[A]
- S is entitled to the full reimbursement of 10 million from D.
- D can claim the the over payment of 6 million to C.

[B]
- S is entitled to beneficial reimbursement of 4 million and
- the other 6 million from C for the over payment based on

57
Q

in the w/ consent situation, After S paid 10 million to D.

S now demands 10 mil from D, and D refuses to pay S, what are the remedies available to S?

A

S, having the rights of D through subrogation, can foreclose the mortgage as if he is now the new creditor

MEMORIZE

58
Q

a case illustrating the beneficial reimbursement even without being a stranger/third person

1236 states “Whoever pays for another may demand from the debtor what he has paid, except that if he paid without the knowledge or against the will of the debtor, he can recover only insofar as the payment has been beneficial to the debtor.”

principle: unjust enrichment

A

Jalandoni v. Encomienda

59
Q

effect of Payment by:

a. incapacitated person
b. MINOR debtor

A

[a]
NOT VALID, C not obliged to accept

[b]
MAY BE VALID, if C spent/consumed the money or fungible foods in good faith. (this is the exception)

60
Q

when is a person considered “incapacitated” in the eyes of the law?

A
  1. declared civilly interdicted (criminal act resulting to mental incapacity)
  2. declared incompetent (no longer manage affairs and assets or properties)
  3. minority
61
Q

knowledge check: Latin term used in contract law that refers to the delay or failure of the obligee (the person to whom an obligation is owed) to accept performance of an obligation when it is tendered or offered by the obligor (the person who owes the obligation). or failure of the creditor to accept what is due or owed to them.

A

mora accepiendi

62
Q

Payment by Minor Debtor may be valid if the creditor in good faith consumed or spent the goods or money in good faith.

what constitutes good faith insofar as this exception is concerned?

A

refers to C having knowledge as to the incapacity or minority of the paying Debtor

63
Q

what are the factors to consider in PAYMENT/PERFORMANCE?

who - accepted payment of delivery

A

what - has been paid/delivered
how - was it paid, delivered, performed? (relevant w/ personal obli)
who - paid/delivered
who - accepted payment of delivery
when - was payment or delivery made
where - was payment or delivery made

64
Q

Who can receive payment?

A

[GEN]
1. Creditor himself or his agent
2. successor-in-interest (heir or assignee)
3. authorized by law (guardians, executors, administrator)

  • The rule is payment to an incapacitated person [or] unauthorized person is NOT valid

[EXC]
1. the [incapacitated person] has kept the thing delivered or insofar as payment has been beneficial to him (1241), or
2. payment [to a 3rd person] is valid insofar as it has redounded to the benefits of the C(1241), or
3. Payment to [ANY person] made in GOOD FAITH in possession of the CREDIT shall release the debtor. (1242)

note
1 - no fixed period. judicial function to determine if the thing has been ‘kept

65
Q

D is obliged to give 10k to minor C.

the minor used the money for his tuition fees, he has NOT kept it right? (kay if iya gi keep then, valid) If the Minor has not kept the money, but he has used it for his tuition fees, or something that he will for instance, consider as necessity, so this will be considered as SPENDING what had been received, but for the benefit of the incapacitated person.

is the payment valid?

A

Yes

66
Q

[1242] Payment made in good faith to ANY person in possession of the CREDIT shall release the debtor.

note
- “credit” and NOT “document
a person maybe in possession only of A DOCUMENT, evidencing the credit, but not the credit itself.

Explain this provision

A

a check by the drawer is payable to either;
a. specified payee, or
[b.] a payee who is not specified. (BEARER)

Meaning, whoever is in possession of the check, is in possession of the credit because he is the BEARER

That possession of the credit must be coupled with GOOD FAITH in order that the obligation is extinguished.

note
- but if to a specific person, 1242 will NOT apply.
- if a 3rd person is in possession of the specific check, then the obligation is not extinguished because he is NOT IN POSSESSION OF THE CREDIT because he is not that named or specific individual.

67
Q

what is an example of a check payable to the bearer thus in possession of the credit (applying art. 1242) BUT in BAD FAITH?

question note
- the relationship between the bank and the depositor is one of debtor and creditor

A
  1. a check payable to bearer had been drawn
  2. the drawer hold up and advises bank of the lost check and not to accept any payment because it is payable to BEARER
  3. despite advise, bank honors the check and pays the amount.

payment here is in bad faith (by virtue of the advise) and such payment is NOT valid

!! not only did the debtor (the drawer of the check) lose money due to the bank’s bad faith, but his obligation was also not properly extinguished because the payment made by the bank was invalid !!

68
Q

knowledge check: what is GARNISHMENT

A

creditor obtains a court order to collect a debt by seizing a portion of a debtor’s assets, GEN from their wages or bank accounts. It doesn’t necessarily imply a lack of funds or properties to satisfy a judgment; rather, it’s a method used to enforce a judgment or debt when the debtor has failed to make voluntary payments.

a garnishment order diverts a portion of the obligor’s salary or wages directly to the creditor to satisfy the debt.

This ensures that the creditor receives payment even if the obligor hasn’t complied with the court’s judgment willingly.

69
Q

knowledge check: insofar as judgment is concerned, when to use
a. garnishment
b. attachment
c. execution

A

[a]
- J is final & executory
- pertaining to intangible assets (salaries, bank accounts, royalties, investment income, income from contracts, insurance payouts)

[b]
- J. is NOT YET final & executory
- tangible assets

[c]
- Judgment IS FINAL & EXECUTORY
- tangible assets

70
Q

[1243] - garnishment
“Payment made to the creditor by the debtor after the latter (D) has been judicially ordered to retain the debt shall not be valid”

So if you go to a bank, and you want to withdraw your deposit, it is akin to a debtor (bank) paying a creditor (depositor).

This is important because, for instance, a depositor had been found by a judgement of a court to be liable to Mr. X, in the amount of 10 million. The judgment, having become final and executory, and the sheriff now goes to the bank of the depositor, who is the judgment debtor in the decision in order to satisfy the judgment, what the sheriff will give to the bank is a notice of garnishment. We use the term garnishment for intangible assets

Insofar as 1243 is concerned, what is the relevance of notice of garnishment?

A

notice of garnishment serves as 1243’s “judicial order to retain the debt”

so if a bank, being the debtor, gives money to the depositor even though ordered to hold it due to judicial order of garnishment, then that payment is INVALID.

  • at fault is the BANK (debtor)

note
judgment obliger is the Creditor insofar as the bank (Debtor) is concerned

71
Q

when that notice of garnishment is properly served on the bank, then 1243 applies. Now, if the depositor despite the notice of garnishment withdraws the amount in the bank, and the bank releases the money, this is equivalent to the debtor (here the bank) paying the creditor. So 1243 now will apply. Payment to a creditor (like the release of the deposit to the depositor), after the debtor has been judicially ordered to retain the debt is NOT valid

if applying 1243 and bank (D) is at fault, what are the remedies of the judgment creditor/obligee?

A

The Consequence will then be, if it is not valid, you are the judgment creditor, you don’t have to go after the depositor, because the payment to him was NOT valid anyway.

do not go after the judgment obliger but to the bank.

The judgment creditor, or the one who won in the case, and who caused the notice of garnishment, will only have to go after the BANK for the full amount of the judgment, because the payment, or the release of that money to the depositor was in the first place ILLEGAL

72
Q

what are the factors to consider in PAYMENT/PERFORMANCE?

when - was payment or delivery made

note
- recall discussion on delay and default

A

what - has been paid/delivered
how - was it paid, delivered, performed? (relevant w/ personal obli)
who - paid/delivered
who - accepted payment of delivery
when - was payment or delivery made
where - was payment or delivery made

73
Q

what are the factors to consider in PAYMENT/PERFORMANCE?

where - was payment or delivery made

A

what - has been paid/delivered
how - was it paid, delivered, performed? (relevant w/ personal obli)
who - paid/delivered
who - accepted payment of delivery
when - was payment or delivery made
where - was payment or delivery made

74
Q

insofar as where payment should be made,

A

that if the contract provides for the place of payment, then it should be complied with, otherwise, payment may be REFUSED if it does not follow the terms of the contract.

75
Q

What are the Elements of Application of Payments?

A
  1. 2 or more debts
  2. of the same kind
  3. same debtor and same creditor
  4. ALL debts are due
  5. Payment is NOT enough to extinguish all debts
76
Q

there are 4 types of what we called, special forms of payment. Which special forms of payment, can be divided into 2 kinds. One Involving the thing itself> this is why we discussed dacion en pago and payment by cession.

QUESTION
What are the 2 special forms of payment involving money

A
  1. application of payments
  2. tender of payment & consignation
77
Q

why is application of payment considered SPECIAL form of payment?

A

an obligation involving the payment of money under the rules in application of payment, may be extinguished in a manner that is probably not necessarily intended by the parties

for example

D has 3 obligations to C. To pay 10, 15, 20 million. All have become due and demandable (satisfying 4th element)

D makes payment but is not sufficient to cover all his obligations due.

D gives 10 million.

Which of the 3 loan obligations will be covered by the payment since it cannot cover all three? This is when application of payments rule come into play

78
Q

What is the most onerous rule?

A

application of payment shall be applied to the most onerous obligation

So there is no hard and fast rule. It will all depend on the circumstances. But of course, this is for the court to decide.

Including the NATURE of the loan obligation whether it is
- clean loan [or] secured (collateral) loan, or
- old loan obligation [or] younger loan obligation.
- w/ Guarantor [or] w/o

secured loan |v| clean loan - All things being equal, so the one with a collateral is considered more onerous

79
Q

What are the RULES on application of payment?

A

[A]
Debtor is given the right to make application, unless otherwise stipulated
- But, he cannot compel the creditor to agree on advance payment of part of principal ahead of the interest. (1253)

[B]
If Debtor fails to make an application, Creditor makes it by stating it in the RECEIPT.

[C]
If neither party makes it, application is by operation by law:
- 1. Most Onerous Rule
- 2. Proportional Application (1254)

codal provisions
Article 1253.
If the debt produces interest,
of the principal shall not be deemed to have been made until the interests have been covered. (1173)

  • Art. 1176. The receipt of the principal by the creditor without reservation with respect to the interest, shall give rise to the presumption that said interest has been paid.

Article 1254.
When the payment cannot be applied in accordance with the preceding rules, or if application cannot be inferred from other circumstances, the debt which is most onerous to the debtor, among those due, shall be deemed to have been satisfied.

If the debts due are of the same nature and burden, the payment shall be applied to all of them proportionately

80
Q

1176 |v| 1253

A

1176

  • the amount received by the creditor is the payment for the PRINCIPAL, but a doubt arises on whether or not the interest is waived because the creditor accepts the payment for the principal WITHOUT RESERVATION with respect to the interest. - Article 1176 resolves this doubt by presuming that the creditor waives the payment of interest because he accepts payment for the principal without any reservation

1253

  • the presumption under Article 1253 resolves doubts involving payment of interest-bearing debts. It is a given under this Article that the debt produces interest.
  • The doubt pertains to the application of payment; the uncertainty is on whether the amount received by the creditor is payment for the principal or the interest.
  • Article 1253 resolves this doubt by providing a hierarchy:
    **1. payments shall first be applied to the interest;
    1. payment shall then be applied to the principal only after the interest has been fully-paid** (Marquez v Elisan Credit Corp)
81
Q

In the case of Marquez v. Elisan Credit Corporation

  1. Whether or not petitioner is liable for the balance of the second loan;
  2. Whether or not there was waiver of payment of interest.
A

so long

82
Q

1176 |v| 1253

best controlling case to differentiate is Marquez v. Elisan Credit Corp.

A

[Application of Payment]
1176 - payment applied to PRINCIPAL
1253 - payment w/o application to principal or interest

[As to Doubt]
1176 - won interest has been waived.
1253 - won the payment is applied to the principal or interest.

  • 1253 removes doubt by providing for the (a) most onerous rule then the (b) proportional application

[Presumption]
1176 - Presumption that interest has been made when paying the principal
1253 - Presumption that the application of the interest is first made

83
Q

Case of Sps. Tan v. China Banking Corp

so long. i dont understand other parts

A

because the Sps did not manifest to which the payment of their monies were to be, c

Its silence can be construed as acquiescence to China Bank’s application of the payment first to the interest and penalties and the remainder to the principal which is sanctioned by Article 1253

84
Q

2 SPECIAL forms of payment involving money

  1. Application of Payment
    2. Tender of Payment & Consignation

why it’s a special form of payment?

A

There could be a possibility that an obligation is already deemed extinguished even if, factually, the money paid or consigned in this case, never reaches the creditor yet. This is why it is called, tender of payment and consignation

85
Q

What is the effect of tender of payment AND consignation?

questino note
- if all the elements are present, then it will extinguish the obligation.

A

1256
“If the creditor to whom tender of payment has been made refuses without just cause to accept it, the debtor shall be released from responsibility by the consignation of the THING [or] SUM due.”

if properly made, it will extinguish the obligation won the C actually receives the payment or not

86
Q

Elements of Tender of Payment & Consignation

A
  1. Valid Debt (1256)
  2. Valid Prior Tender which has been unjustly refused by the Creditor
  3. Prior Notice of consignation to ALL interested persons (1257)
  4. Actual Consignation in Court (1258)
  5. Subsequent Notice of Consignation to ALL interested person (1258)
87
Q

Consignation alone shall produce the same effect in the following cases:

A

(1) When the Creditor is absent or unknown, or does not appear at the place of payment;

(2) When C is incapacitated to receive the payment at the time it is due;

(3) When, without just cause, he refuses to give a RECEIPT;

(4) When two or more persons claim the same right to collect;

(5) When the TITLE of the obligation has been lost.

[1256]

88
Q

Elements of ToP-C insofar as 1 is concerned

[[1. Valid Debt (1256)]]
2. Valid Prior Tender which has been unjustly refused by the Creditor
3. Prior Notice of consignation to ALL interested persons (1257)
4. Actual Consignation in Court (1258)
5. Subsequent Notice of Consignation to ALL interested person (1258)

how is debt interpretated insofar as TOP-C is concerned? what are some debts NOT included

A

refers to contractual monetary obligation where there is a debtor-creditor relationship because there are instances where there is delivery of money or payment of a sum of money that does NOT involve a D-C rel’t

89
Q

Examples of Tender of Payment where no D-C rel’t is involved that is not considered as a VALID DEBT

A

[A] Right to Redemption in a mortgaged property

  • there is delivery of money but there is NO contractual obligation to pay thus subsequently NO D-C rel’t.
  • Redemption (exercise of a right and not an obligation)
  • MERE TOP will protect the mortgagor as his right will be preserved even if Creditor or Sheriff will refuse to receive the money
  • Consignation is NOT required to preserve that right

[B] Right to Repurchase (pacto de retro sale)

  • Consignation is NOT required to preserve that right
  • MERE TOP will make you claim that you have validly exercised your right to repurchase
90
Q

Elements of ToP-C insofar as 2 is concerned

  1. Valid Debt (1256)

[[2. Valid Prior Tender which has been unjustly refused by the Creditor]]

  1. Prior Notice of consignation to ALL interested persons (1257)
  2. Actual Consignation in Court (1258)
  3. Subsequent Notice of Consignation to ALL interested person (1258)

how is the 2nd element satisfied

A

Extinguishment of Obligations Pt. 1: ensure that all the considerations of payment is present

what is paid or delivered
how was it P or D
who P or D
who accepted P or D
when & where

in spite all of that validly done, tender of payment was unjustly refused.

91
Q

Elements of ToP-C insofar as 3 is concerned

  1. Valid Debt (1256)
    [[2. Valid Prior Tender which has been unjustly refused by the Creditor]]

[[3. Prior Notice of consignation to ALL interested persons (1257)]]

  1. Actual Consignation in Court (1258)
  2. Subsequent Notice of Consignation to ALL interested person (1258)

how is the 3rd element satisfied

A

note
- prior notice is sent to ALL interest persons (C, guarantors, other persons who have interest in fulfillment)

1257
“ In order that the consignation of the thing due may release the obligor, it must first be announced to the persons interested in the fulfillment of the obligation.”

Sometimes, in practice, the tender of payment is already itself, a prior notice of consignation. We write a letter to the creditor, – Dear Creditor, we tender this amount xxx.., and another paragraph would state, that “if you unjustifiably refuse this payment, please take notice, that our client (debtor) will consign the money in court” This can be done in one letter, which already serves as a prior notice of consignation.

92
Q
  1. Actual Consignation in Court (1258)
A

“Consignation shall be made by depositing the things due at the disposal of judicial authority, before whom the tender of payment shall be proved, in a proper case, and the announcement of the consignation in other cases.”

93
Q

Reasons why C should avoid tender of payment & consignation

A
  1. The running of the interests will stop. The moment you tender your payment, and then consign, the running of interest also stops because that is already considered as payment.
  2. If something happens to the money that is deposited and consigned in court, the debtor has no more obligation. Remember, money is a generic thing, yet if something happens to the amount consigned, you DON’T apply the principle of genus nunquam peruit (generic things will not perish). With this specific provision of the law, the obligor is already released from any obligation.
  3. All expenses in this whole process will be CHARGED TO the creditor.
94
Q

(1) When the creditor is absent or unknown, or
does not appear at the place of payment;

A

(of course if the creditor does not appear – whereabouts of the creditor is unknown, so there is no point requiring the debtor to make a valid prior tender and send a prior notice of consignation, as the creditor here cannot be located)

95
Q

(4) When two or more persons claim the same right
to collect

A

new term: interpleader

(Meaning, the debtor, is confronted with the problem of identifying who actually are the legal creditors, especially if the claimants possess certain documents, that the debtor will think that such documents will be enough basis for their claim. You consign, and that’s it, your obligation will be extinguished. This is actually contemplated by a process called, interpleader

96
Q

(5) When the title of the obligation has been lost.

A

(The evidence of the obligation is lost. Then
consignation alone will also extinguish the
obligation).