FORMS OF CONTRACT

Art. 1356. Contracts shall be obligatory, in whatever form they may have been entered into, provided all
the essential requisites for their validity are present. However, when the law requires that a contract be
in some form in order that it may be valid or enforceable, or that a contract be proved in a certain way,
that requirement is absolute and indispensable. In such cases, the rights of the parties stated in the
following article cannot be exercised.
Generally, Form Is Not Required
In general, form does not matter for the validity of a contract. It is enough that there be consent, subject
matter, and cause. This rule applies, however, to CONSENSUAL CONTRACTS.
[NOTE:
(a) FORMAL CONTRACTS (SOLEMN CONTRACTS) require a certain speci ed form, in addition to
consent, subject matter, and cause. (Example: A donation of real property must be in a public instrument
in order to be valid, even as between the parties.)
(b) REAL CONTRACTS require DELIVERY to be valid as a real contract even as between the parties, in
addition to consent, subject matter, and cause.]
When Form Is Important
Form may be important:
(a) For VALIDITY (This is true in formal or solemn contracts.)
(b) For ENFORCEABILITY [This is true for the agreements enumerated under the Statute of Frauds, but
of course this requirement may be waived by acceptance of bene ts (partial) or by failure to object to
the presentation of oral (parol) evidence. (See Art. 1403, Civil Code).]
(c) For CONVENIENCE (This is true for the contracts enumerated for example under Art. 1385, Civil
Code).
Examples of Formal Contracts
(NOTE: If the form is not complied with, Art. 1457 of the Civil Code cannot be availed of.)
(a) Donations of real property (these require a public instrument). (Art. 749, Civil Code).
(b) Donations of personal property (these require a written contract or document if the donation exceeds
P500). (Art. 748, Civil Code).
(c) Stipulation to pay interest on loans, interest for the USE of the money (said stipulation must be in
writing).
(d) Transfer of large cattle (this requires the transfer of the certi cate of registration). (Sec. 523, Rev.
Adm. Code).
(e) Sale of land thru an agent (here, the authority of the agent must be in writing; otherwise, the sale is
null and void). (Art. 1874, Civil Code).
(f) Contracts of antichresis (here the principal loan, and the interest if any, must be speci ed in writing;
otherwise, the contract of antichresis is void). (Art. 1773, Civil Code).
Some Problems
(a) A donated real property to B in a private instrument. B accepted the donation. Is the donation valid? ANS.:
No, because the donation was not made in a public instrument. (Camagay v. Lagera, 7 Phil. 397).
(b) Real property was donated in a public instrument but acceptance was made in a private instrument. Is the
donation valid? ANS.: No, because both the giving and the accepting must be in a public instrument. (See

Abellara v. Balanag, 37 Phil. 865). (NOTE: Registration in the Registry of Property of donations of real property
is important only for effectivity as against third persons; as between the parties, a public instrument is suf
cient.)
(c) Is an oral sale of land valid as between the parties?
ANS.:
1) If the land had been delivered or the money has been paid, the sale is completely valid.
( NOTE: Although the Statute of Frauds requires this contract to be in writing, still said statute does not apply to
executed or partially executed contracts.)
2) If the land has not yet been delivered and the price has not yet been paid, the sale is unenforceable, that is,
neither party may be compelled by court action to perform unless the defense of the Statute of Frauds is waived.
Art. 1357. If the law requires a document or other special form, as in the acts and contracts enumerated
in the following article, the contracting parties may compel each other to observe that form, once the
contract has been perfected. This right may be exercised simultaneously with the action upon the
contract.
Right of One Party to Compel the Other to Execute the Necessary Form
The Article applies only when form is needed only for convenience, not for validity or enforceability.
In other words, before the contracting parties may be compelled to execute the needed form, it is
essential that the contract be:
(a) perfected (valid) (Art. 1357);
(b) enforceable under the Statute of Frauds. (Art. 1356).
[ NOTE: Art. 1356 says that when the law requires that a contract be in some form in order that it may be valid or
enforceable, that requirement is absolute and indispensable. In such cases, the right of the parties stated in the
following article (Art. 1357 the right to compel) cannot be exercised.]
[NOTE: A contract partly written and partly oral is, in legal effect, an ORAL contract. (Manuel v. Rodriguez, Sr., L13435, Jul. 27, 1960).]
Examples
(a) A donated land to B in a private instrument. B accepted in the same private instrument. B then wanted to
have the donation registered but registration requires a public instrument. So B requested A to put down the
donation in a public instrument. But A refused. B then sued to compel A to observe the necessary form. Decide.
ANS.: A cannot be compelled under Art. 1357 because the donation is not valid.
(b) Same as problem (a) except that the land has already been actually delivered to B. May A be compelled to
execute the needed public instrument?
ANS.: Again the answer is NO, for the simple reason that the donation is null and void.
(c) A sold to B in a private instrument his land. Later B wanted to have the sale registered, but registration
requires a public instrument. May B compel A to execute the needed public instrument?
ANS.: Yes, because the contract is both valid and enforceable under the Statute of Frauds.
(d) Same as (c) except that the sale was made orally. May B compel A to execute the needed public instrument?
ANS.: It depends:
1) If the contract is still executory NO because the contract is not enforceable under the Statute of
Frauds, which requires sales of real property to be in writing to be enforceable by court action.

2) If the price has been paid, or the land has been delivered YES, because here the contract is both
valid and enforceable.
Art. 1358. The following must appear in a public document:
(1) Acts and contracts which have for their object the creation, transmission, modi cation or
extinguishment of real rights over immovable property; sales of real property or of an interest therein
are governed by Articles 1403, No. 2, and 1405;
(2) The cession, repudiation or renunciation of hereditary rights or of those of the conjugal partnership
of gains;
(3) The power to administer property, or any other power which has for its object an act appearing or
which should appear in a public document, or should prejudice a third person;
(4) The cession of actions or rights proceeding from an act appearing in a public document.
All other contracts where the amount involved exceeds ve hundred pesos must appear in writing, even
a private one. But sales of goods, chattels or things in action are governed by Articles 1403, No. 2 and
1405.
Form for Convenience
The necessity for the public document in the contracts enumerated here is only for convenience, not for
validity or enforceability. (Thunga Chui v. Que Bentec, 2 Phil. 561; Del Castillo v. Escarella, 26 Phil. 406 and
Guerrero v. Miguel, 10 Phil. 52).
(NOTE: The ruling in Que Yong Keng v. Tan Quico, 14 Phil. 173, holding the contrary rule is WRONG.)