Requisites to make a contract valid

2
Persida Acosta

Persida Acosta

Dear PAO,
I operate a water refilling station. I submitted a proposal to a neighbor, who runs a daycare center, offering to sell her 5-gallon jugs of purified water for P30 each. About a week later, I received the proposal, which she had signed in the conforme portion. I delivered 120 5-gallon jugs of purified water to her, plus one water dispenser, which is still being used in her daycare center. I sent her the bill, but she denied conforming with my proposal and insisted that no valid contract exists between us. How can I establish her liability to me?
Esteban444

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Dear Esteban444,
Our laws define contract as “a meeting of the minds between two persons whereby one binds himself, with respect to the other, to give something or to render some service” (Article 1305, New Civil Code of the Philippines). When two parties come together and agree on the terms and conditions of their contract, such terms and conditions have the force of law between them and, thus, must be complied with in good faith (Article 1159, New Civil Code of the Philippines).

We, however, want to emphasize that not all agreements may be considered as valid and binding contracts. Article 1318 of the New Civil Code expressly provides that there is no contract unless the following essential requisites concur, to wit: (1) there is consent among the contracting parties; (2) there is a certain object that is the subject matter of the contract; and (3) there is a cause or consideration for which the obligation is established.

In the situation that you have presented before us, it may be said that your neighbor is liable to pay you for the costs of the commodities that you have already delivered to her. Nevertheless, in order for you to effectively claim such monetary sums, it is fundamental for you to establish first the aforementioned requisites.

We believe that you may be able to establish consent between you and your neighbor as to the terms and conditions of your contract. You mentioned in your letter that she affixed her signature on the portion of the conforme of your letter proposal which was returned to you a week after it was submitted to her. You may utilize this to demonstrate her consent because, by affixing her signature therein, she accepted the terms of your proposal and, in effect, bound her and the daycare center thereto.

We deem that there is no question as to the object of your contract for it may be easily said that the supply of the purified water is the subject matter of your agreement. Lastly, on the part of your neighbor, the cause or consideration of your agreement is the delivery of the purified water, while on your part, it is the payment of the amount of thirty pesos (P30.00) for each gallon of water delivered.

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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2 Comments

  1. Several ways of creating a contract; written or oral, express or implied. In the above case even if the recipient denies that there was no valid contract, the fact that she accepted the deliveries of the goods, things, or anything material, there arises the obligation to pay, or to return (unless it was a gift). When she accepted the jugs of waters and started appropriating or consume them. Law writes the contract -unjust enrichment-.

  2. Dear Ms. Rueda,

    May I add

    In the absence of any contract, or when there was a purported contract and delivery of the thing or object have been made and the recipient have started enjoying, consuming what have delivered, the recipient cannot deny payment or by fiction of law there arise a somewhat contract and the obligation to pay. Law writes the contract to both of them -unjust enrichment-. Arises an obligation to pay on the part of the recipient by fiction of law, the fact that recipient started consuming appropriating the thing delivered.