Reforming written agreement to show true intention of two parties

Persida Acosta

Persida Acosta

Dear PAO,
Ruben and I entered into an agreement, which stated that he would allow me to drive his public utility van while I pay him an amount of P1,500.00 per day as “hulog/boundary” for five years. Moreover, I would own the car after five years provided that I won’t miss any of the daily “hulog/boundary.” I have been driving his van for almost 3 years now. Lately, we had a disagreement when I demanded that he surrender to me the original certificate of registration of the van. I was able to obtain a copy of our agreement from him. I found out, however, that what was placed in the written agreement was actually for the “hulog/boundary” for the hiring of the vehicle, not the hiring as well as the sale of the vehicle that was my understanding and prevailing practice among operators and drivers in the area. It seems that there was a mistake in the wording of our agreement. What is my remedy?

Dear Anthony,
The general rule under Article 1370 of the New Civil Code of the Philippines provides:

“If the terms of a contract are clear and leave no doubt upon the intention of the contracting parties, the literal meaning of its stipulations shall control.

If the words appear to be contrary to the evident intention of the parties, the latter shall prevail over the former.”

In your case, if the written agreement is very clear and there is no doubt as to the intention of the parties, then the written agreement shall be followed. If, however, the intention of the parties is different as to what has been written, then the remedy of the aggrieved party is reformation of the instrument. This finds support under Article 1359 of the same code, which states:

“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.

Xxx xxx”.

The above-mentioned provision of law is available for you in order that the written agreement between you and Ruben will be reformed to depict the true intention of the parties. The contemporaneous and subsequent acts shall also be considered (Article 1371, Id.) in order to elicit the true intention of the parties.

Again, we find it necessary to mention that this opinion is solely based on the facts you have narrated and our appreciation of the same. The opinion may vary when the facts are changed or elaborated.

We hope that we were able to enlighten you on the matter.

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


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