Parties’ meeting of minds crucial to amending perfected contract

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Persida Acosta

Persida Acosta

Dear PAO,
My mother wants to question certain stipulations in a contract she entered into with my cousin. She thought that she cleared everything with my cousin insofar as how she wants their contract to prosper, but there seems to be some mistakes in the stipulations. Is there anything that my mother can do about this? Is it also possible for her to file a case in court? At this point, we are still trying to reconcile things with my cousin, but my mother wants to know what her options are just in case things are not straightened out. Will there also be a time limit or a period within which my mother needs to initiate the case? We are hoping to get advice from you soon.

Thank you,
Tasha

Dear Tasha,
It is essential for your mother, as well as your cousin, to comply with the provisions of their contract because our laws clearly declare that obligations arising from contracts have the force of law between the contracting parties; thus, the same should be complied with in good faith (Article 1159, New Civil Code of the Philippines).

Nevertheless, a party who is not completely satisfied with the entire provisions of a perfected contract because of a mistake can demand for the modification or amendment of the same. But if there is, in actuality, no meeting of the minds between them because of an alleged mistake, the proper recourse in law is to demand for the annulment of the contract. It is expressly provided for under Article 1359 of the law that:


“When, there having been a meeting of the minds of the parties to a contract, their true intention is not expressed in the instrument purporting to embody the agreement, by reason of mistake, fraud, inequitable conduct or accident, one of the parties may ask for the reformation of the instrument to the end that such true intention may be expressed.

“If mistake, fraud, inequitable conduct or accident has prevented a meeting of the minds of the parties, the proper remedy is not reformation of the instrument but annulment of the contract.”

Applying the foregoing in the situation that you have presented before us, we believe that it would be more prudent for your mother to communicate first with your cousin her desire to modify or reform their contract so that the true terms of their agreement may be reflected therein. If, however, the mistake your mother is claiming has in fact prevented them to have a meeting of the minds as to their true contract, she may file a case in court for the annulment thereof.

Nonetheless, it is important for your mother to bring her action at the earliest opportunity because as a rule, actions prescribe by the mere lapse of time that is fixed by law (Article 1139, New Civil Code of the Philippines). If she and your cousin executed a written contract, she may only bring her action within ten (10) years from the time of its execution (Article 1144, New Civil Code of the Philippines). On the other hand, if they did not execute a written contract but only had a verbal agreement, she may only pursue her case within six (6) years from the time they came to such an agreement.

We hope that we were able to answer your queries. Please be reminded that this advice is based solely on the facts you have narrated and our appreciation of the same. Our opinion may vary when other facts are changed or elaborated.

Editor’s note: Dear PAO is a daily column of the Public Attorney’s Office. Questions for Chief Acosta may be sent to dearpao@manilatimes.net

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