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CHAPTER VI

NATURE OF AIRBNB HOST-GUEST RELATIONSHIPS

A. Contract of Lease and Lessor-Lessee Relationships

1. Characteristics of a Contract of Lease

A “contract of lease” is defined as “a consensual, bilateral, onerous, and commutative

contract by which one person binds himself to grant temporarily the use of a thing or the

rendering of some service to another who undertakes to pay some rent, compensation, or price.”1

It is a nominate contract, since Title VIII of the Civil Code gives lease contracts a specific

designation. Lease contracts may be entered into orally, unless the lease of real property is

beyond one year, then the Statute of Frauds require it to be in writing.2 Registration of lease in

the Registry of Property is not necessary for its validity between the parties, but lease of real

property must be recorded for it to be binding to third persons.3 Actual knowledge of a third

person, however, regarding the existence of the lease already constitutes constructive registration

as to him, hence binding him.4

Article 1642 of the Civil Code provides that “[t]he contract of lease may be of things, or

of work and service.”5 In lease of things, one of the parties, i.e. “lessor,” binds himself to give to

another, i.e. “lessee,” the temporary enjoyment or use of a thing for a price certain and for a

definite or indefinite period.6 Aside from the Civil Code provisions, the Rent Control Act of

2009 also governs lease contracts on residential units. The law defines a “residential unit” as:

[a]n apartment, house and/or land on which another’s dwelling is located


and used for residential purposes and shall include not only buildings,
part or units thereof used solely as dwelling places, boarding

1 Paras, Book V, 2008 Ed. p. 322, citing 4 Sanchez Roman 736


2 CIVIL CODE, art. 1403, ¶ (2).
3 CIVIL CODE, art. 1648
4
5 CIVIL CODE, art. 1642
6 CIVIL CODE, art. 1643
houses, dormitories, rooms and bedspaces offered for rent by their
owners, except motels, motel rooms, hotels, hotel rooms, but also those
used for home industries, retail stores or other business purposes if
the owner thereof and his or her family actually live therein and use
it principally for dwelling purposes.7

The law, however, excludes lease on commercial spaces. It also only applies to specific

amounts of rent. For residential units in National Capital Region and other highly urbanized

cities, it applies only where the monthly rent ranges from one peso (P1.00) to ten thousand pesos

(P10,000.00), while for other areas, where the monthly rent ranges from one peso (P1.00) to five

thousand pesos as of the effectivity of the Act. 8 The law was enacted in 2009 and has been

extended twice until December 31, 2017 by Housing and Urban Development Coordinating

Council (HUDCC) to prevent unreasonable rent increases.9 The law defines the following terms:

(d) “Lessee” shall mean the person renting a residential unit.


(e) “Owner/Lessor” shall include the owner or administrator or agent of
the owner of the residential unit.
(f) “Sublessor” shall mean the person who leases or rents out a
residential unit leased to him by an owner.
(g) “Sublessee” shall mean the person who leases or rents out a
residential unit from a sublessor.10

The lessor does not have to be the owner of the leased property, since ownership is not

transferred to another.11 Such lessor has the freedom to choose the lessees of the premises and to

impose terms and conditions of the lease.12 However, the law also disqualifies as lessees those

who are disqualified to buy for certain reasons. First, “[a] husband and a wife cannot lease to

each other their separate properties, except: (1) if a separation of property was agreed upon in the

marriage settlement; and (2) if there has been a judicial separation13[.]”14 Persons enumerated in

7 Rent Control Act of 2009, § 3


8 Rent Control Act of 2009
9 http://www.hudcc.gov.ph/pr010516
10
11Paras, Book V, 2008 Ed. p. 326
12Syquia v. CA
 GR 61932, Jun. 30, 1987
13 Art. 135 of the Family Code
Art. 149115 are also disqualified as lessees due to the fiduciary relationships between the parties

involved.16

The subject matter of the lease must be within the commerce of man,17 and the purpose of

the lease should not be immoral. 18 “Rent is “the amount paid for the use or occupancy of a

residential unit whether payment is made on a monthly or other basis.”19 Although the law states

that period of lease contracts may either be definite or indefinite, it is in reality, temporary since

Art. 1643 of the Civil Code provides the maximum period of ninety-nine years.20 Generally, the

courts cannot extend or fix a longer period of lease contract for the parties upon the lapse of its

stipulated period,21 even on grounds of equity.22 Since lease contracts are nominate contracts,

the Civil Code also provides for the corresponding legal obligations and liabilities that govern

lessor-lessee relationships.

2. Duties, Warranties and Obligations of the Lessor

14 Paras, Book V, 2008 Ed. p. 344, citing art. 1409. Civil Code
15 Art. 1491:
The guardian, the property of the person or persons who may be under his guardianship;
Agents, the property whose administration or sale may have been intrusted to them, unless the consent
of the principal has been given;
Executors and administrators, the property of the estate under administration;
Public officers and employees, the property of the State or of any subdivision thereof, or of any
government-owned or controlled corporation, or institution, the administration of which has been intrusted
to them; this provision shall apply to judges and government experts who, in any manner whatsoever,
take part in the sale
Justices, judges, prosecuting attorneys, clerks of superior and inferior courts, and other officers and
employees connected with the administration of justice, the property and rights in litigation or levied upon
an execution before the court within whose jurisdiction or territory they exercise their respective functions;
this prohibition includes the act of acquiring by assignment and shall apply to lawyers, with respect to the
property and rights which may be the object of any litigation in which they may take part by virtue of their
profession;
Any others specially disqualified by law.
16 Paras, Book V, 2008 Ed. p. 344
17 Mun. of Cavite v. Rojas, 30 Phil. 602
18 Paras, Book V, 2008 Ed. p. 324
19 Rent Control Act, § 3, ¶ (a)
20 CIVIL CODE, art. 1643
21 Gindoy v. Tapucar, 75 SCRA 31 [1977]
22 Martinez Leyba, Inc. v. CA, GR 140363, Mar. 6, 2001
The following three important duties of the lessor are enumerated under Art. 1654 of the

Civil Code: (1) to deliver the thing leased; (2) to make the necessary repairs; and (3) to maintain

lessee’s peaceful and adequate possession of the thing leased. 23 Failure of a lessee to take

possession of the object of the lease due to the presence of persons unwilling to vacate the

premises due to previous transactions with the lessor is a breach of the obligations of the lessor

to deliver the premises leased and to maintain lessee’s peaceful and adequate possession

thereof.24 The provisions on warranty under the Title on Sales in the Civil Code also apply to

lease contracts.25 Therefore, the lessor has two warranties: (1) warranty in case of eviction; 26 and

(2) warranty against hidden defects and encumbrances upon the thing sold.27

3. Rights and Obligations of the Lessee

Lessees have the corresponding obligations provided under Art. 1657: (1) to pay the lease

price or rent; (2) to use the thing leased properly; and (3) to pay the expenses for the deed of

lease.28 In using the thing leased, the lessee must not only exercise the diligence of a good father

of a family but also use it only for purposes stipulated in the contract, or if there is no stipulation,

to that inferred from the nature of the thing leased and according to the customs of the place. 29

4. Subleasing

Generally, in lease of things, lessee may sublet the thing leased, if it is not expressly

prohibited under the lease contract.30 If the prohibition is only implied, a sublease may still be

23 CIVIL CODE, art. 1654


24 Rivera v. Halili, L-16159, Sept. 30, 1963
25 CIVIL CODE, art. 1653
26 CIVIL CODE, art. 1548-1560
27 CIVIL CODE, art. 1561-1581
28 CIVIL CODE, art. 1657
29 CIVIL CODE, art. 1657, ¶ (2)
30 CIVIL CODE, art. 1650
permitted.31 Although the sublessee is a stranger to the lease between the lessor and lessee, the

sublessee is still directly liable to the lessor for acts referring to the use and preservation of the

thing.32 The sublessee is also subsidiarily liable to the lessor for the rent due to the lessee, but

only for the amount due to the sublessee at the time of extrajudicial demand.33

5. Remedies

The parties to the lease have two remedies in case of breach of contract. The aggrieved

party can either ask for rescission of the contract with damages, or only damages while allowing

the contract to remain in force.34 The lessee has the right to terminate the lease, if the dwelling

place or any residential building brings imminent and serious danger to life or health, regardless

if the lessee knew of the condition or even waived the right to rescind based on this ground at the

time of the perfection of the contract.35 If the lessor also fails to make urgent repairs, the lessee

has the following courses of action: (1) order the repairs at lessor’s cost; (2) sue lessor for

damages; (3) suspend the payment of rent; (4) rescission in case of substantial damage. 36 Art.

1673 also provides for the following are the grounds for ejecting a lessee:

(1) When the period agreed upon, or that which is fixed for the duration
of leases under articles 1682 and 1687, has expired;
(2) Lack of payment of the price stipulated;
(3) Violation of any of the conditions agreed upon in the contract;
(4) When the lessee devotes the thing leased to any use or service not
stipulated which causes the deterioration thereof; or if he does not
observe the requirement in No. 2 of article 1657, as regards the use
thereof.37

The Rent Control Act, however, provides for different grounds for ejectment.

31 (Susana Realty v. Fernandez, et al., C.A., 54 O.G. 2206)


32 CIVIL CODE, art. 1651
33 CIVIL CODE, art. 1652
34 CIVIL CODE, art. 1659
35 CIVIL CODE, art. 1660
36 CIVIL CODE, art. 1663
37 CIVIL CODE, art. 1673
(a) Assignment of lease or subleasing of residential units ( … ) without
the written consent of the owner/lessor;
(b) Arrears in payment of rent for a total of three (3) months ( … ;)
(c) Legitimate need of the owner/lessor to repossess his or her property
for his or her own use or for the use of any immediate member of his or
her family as a residential unit ( … ;)
(d) Need of the lessor to make necessary repairs of the leased premises
which is the subject of an existing order of condemnation by appropriate
authorities concerned in order to make the said premises safe and
habitable ( … ;)
(e) Expiration of the period of the lease contract;

The law further states that paragraph 1 of Art. 1673 of the Civil Code does not apply to

residential units, except when the lease is for a definite period.38

B. Contract of Deposit and Liabilities of Hotels or Inns

The accommodation sector in Philippines is regulated by the respective local government

units (“LGUs”) where they operate, pursuant to the authority given by the Local Government

Code to LGUs to regulate the establishment, operation and maintenance of hotels, motels, inns,

pension houses and other similar establishments to promote the general welfare.39

1. Accreditation of Hotels and Other Accommodation Types

The Department of Tourism, pursuant to its regulatory function over tourist

establishments, promulgated the rules and regulations governing the accreditation of the different

accommodation types.40 The rules defines the different lodging types within its scope:

a. Hotel – a building, edifice or premises or a completely independent


part thereof, which is used for the regular reception, accommodation or
lodging of travelers and tourist and the provision of services incidental
thereto for a fee;

b. Resort – any place or places with pleasant environment and


atmosphere conducive to comfort, healthful relaxation and rest, offering
food, sleeping accommodation and recreational facilities to the public for
a fee or remuneration;

38 Rent Control Act, § 12.


39 Local Government Code, § 447, ¶ 4
40 “Rules And Regulations To Govern The Accreditation Of Hotels, Tourists Inns, Motels, Apartels,

Resorts, Pension Houses And Other Accommodation Establishments”


c. Tourist Inn – a lodging establishment catering to transients which
does not meet the minimum requirements of an economy hotel;

d. Apartel – any building or edifice containing several independent and


furnished or semi-furnished apartments, regularly leased to tourists and
travelers for dwelling on a more or less long term basis and offering
basic services to its tenants, similar to hotels;

e. Pension house – a private or family-operated tourist boarding house,


tourist guest house or tourist lodging house employing non-professional
domestic helpers regularly catering to tourists and travelers, containing
several independent lettable rooms, providing common facilities such as
toilets, bathrooms/showers, living and dining rooms and/or kitchen and
where a combination of board and lodging may be provided;

f. Motorist hotel (Motel) - any structure with several separate units,


primarily located along the highway with individual or common parking
space at which motorists may obtain lodging and, in some instances,
meals.41

Before the foregoing accommodation establishments are permitted to operate, they are required

to obtain accreditation from the DOT – a certification that the holder has complied with the

standards required by the DOT in the operation and maintenance of the establishment to ensure
42
the safety, comfort and convenience of the guests. The Rules provide the different

classifications and requirements for the different accommodation types, including rules on their

location, facilities, staff, services, etc. The Rules also contain the grounds for cancellation of the

accreditation and its validity, which is for one year. It can be inferred here that the government

intended to regulate these kinds of accommodations for the protection of the consumers. Aside

from accreditation, corresponding duties and obligations also come with the operations of these

lodging businesses.

2. Deposit Contracts

41 “Rules And Regulations To Govern The Accreditation Of Hotels, Tourists Inns, Motels, Apartels,
Resorts, Pension Houses And Other Accommodation Establishments”, § 1, ¶ (a) – (f)
42 “Rules And Regulations To Govern The Accreditation Of Hotels, Tourists Inns, Motels, Apartels,

Resorts, Pension Houses And Other Accommodation Establishments”, § 1, ¶ (h)


A contract of deposit, a real contract, “is constituted from the moment a person receives a

thing belonging to another, with the obligation of safely keeping it and of returning the same.”43

Where there is no delivery of the thing, only an agreement to constitute deposit is made. 44

Safekeeping of the thing should be the principal purpose of the contract; otherwise the

constituted contract is some other contract, not a deposit.45 Only tangible movables can be the

subject matter of deposit.46

Deposits can either be judicial or extrajudicial. Judicial deposit “takes place when an

attachment or seizure of property in litigation is ordered.”47 Extrajudicial deposits can either be

voluntary or necessary.48 Voluntary deposit is constituted where delivery of the thing is made by

the will of the depositor or by two or more persons each of whom believes himself entitled to the

thing deposited. 49 Necessary deposit arises “(1) when it is made in compliance with a legal

obligation; or (2) when it takes place on the occasion of any calamity, such as fire, storm, flood,

pillage, shipwreck, or other similar events.”50 In necessary deposits, the depositor has no choice.

Article 1998 of the Civil Code also specifically states that “[t]he deposit of effects made

by travellers in hotels or inns” 51 and that of passengers to common carriers shall also be

regarded as necessary.52 This provision becomes one of the legal bases for the obligations and

liabilities of hotels and other lodging establishments to their guests.

3. Duties, Obligations and Liabilities of Hotels or Innkeepers

43 CIVIL CODE, art. 1962


44 CIVIL CODE, art. 1963
45 CIVIL CODE, art. 1962
46 CIVIL CODE, art. 1966
47 CIVIL CODE, art. 2005
48 CIVIL CODE, art. 1967
49 CIVIL CODE, art. 1968
50 CIVIL CODE, art. 1996
51 CIVIL CODE, art. 1998
52 CIVIL CODE, art. 1754
The Civil Code interchangeably uses the terms “travellers” and “guests,” which refer to

transients and excludes ordinary or regular boarders.53 Likewise, the words “hotel-keeper” and

“innkeeper” are treated as synonymous under the Code. 54 Black’s Law Dictionary defines a

“hotel” as “[a]n inn; a public house or tavern; a house for entertaining strangers or travelers.”55

Furthermore it states that:

[N]one of the three terms mentioned will include a boarding house


(because that is a place kept for the entertainment of permanent boarders,
( ... ) nor a lodging house (because the keeper thereof does not furnish
food for guests, which is one of the requisites of a hotel or inn), nor a
restaurant or eating-house, which furnishes food only and not
lodging.56

In addition, an “innkeeper” is someone who publicly holds out his place for lodging of transients,

travellers and guests for a reasonable compensation. 57 In effect, the law makes these hotels

depositaries by virtue of the necessary deposit that arises from the nature of the services they

provide to their guests.

Nevertheless, under Article 1998 of the Civil Code, the following elements must concur

before hotels or innkeepers may held liable as depositaries for the deposited effects or things of

their guests: (1) the hotel or innkeepers or their employees must be notified about the things

brought by their guests; and (2) the guests must have taken the precautions prescribed by the

hotel regarding the safekeeping of their things.58 Effects include all tangible personal properties

of guests,59 but the extent of the hotel’s liabilities is not limited to the lost or damaged effects in

53 Paras, p. 956
54 De Leon, CredTrans Book, p. 149
55 Black’s Law Dictionary 9th ed., “hotel” http://thelawdictionary.org/hotel/
56 Black’s Law Dictionary 9th ed., “hotel” http://thelawdictionary.org/hotel/
57 Holstein v. Phillips, 146 N.C. 366.
58 CIVIL CODE, art. 1998
59 Paras, p. 957
the hotel rooms; it also includes the things in the hotel annexes, i.e. vehicles, animals, articles.60

With regard to precautions, the hotel may give it to the guests directly or orally, or it may be

typed, mimeographed or printed on posters usually placed both in the lobby and in the rooms.61

The liabilities of hotels under Article 1998 and 1999 of the Civil Code, not only apply to

the loss or injury of properties of guests due to the hotel-keepers’ own fault but also includes

even those arising from the fault of their servants or employees as well as strangers. 62 But the

amount of diligence the hotel exercised ensuring the safety and security of the hotel’s premises

shall be considered in determining its liabilities. 63 And, in assessing the proper amount of

diligence required of the hotel in such incidents, the fact and extent of the guest’s reliance on the

vigilance of the hotels shall likewise be taken into account.64

If, however, the loss or damage to the properties is due to force majuere, e.g. flood, fire,

the laws exempts the hotel from liability.65 Also, in cases where properties of guests are lost or

damaged due to the fault of the “guests, his family, servants or visitors, or if the loss arises from

the character of the things brought into the hotel,” the hotel is also not liable to compensate the

guests.66 The law also specifically states that only those acts of thieves or robbers with the use of

arms or irresistible force are considered as force majeure,67 thereby making the hotel liable for

the other acts of thieves or robbers, regardless of the amount of diligence the hotel exercised.

These Civil Code provisions regarding the robbery or theft of the personal properties of

the guests are similar to paragraph 2, Article 102 of the Revised Penal Code, providing that:

60 CIVIL CODE, art. 1999


61 Paras, p. 957
62 CIVIL CODE, art. 2000
63 CIVIL CODE, art. 2000
64 CIVIL CODE, art. 2000
65 CIVIL CODE, art. 2000
66 CIVIL CODE, art. 2000
67 CIVIL CODE, art. 2001
Innkeepers are also subsidiarily liable for the restitution of goods
taken by robbery or theft within their houses from guests lodging
therein, or for the payment of the value thereof, provided that such
guests shall have notified in advance the innkeeper himself, or the
person representing him, of the deposit of such goods within the inn;
and shall furthermore have followed the directions which such
innkeeper or his representative may have given them with respect to
the care and vigilance over such goods. No liability shall attach in case
of robbery with violence against or intimidation of persons unless
committed by the innkeeper's employees (emphasis supplied).68

Both the Civil Code and the Revised Penal Code make hotels or innkeepers liable for the

properties taken by thieves or robbers in their hotels, provided there was prior notice to the hotels

regarding the properties brought by the guests, and the guests followed the prescribed

precautions given by the hotel. The only difference is that under the Revised Penal Code, it is

expressly stated that the hotels or innkeepers may still be held subsidiarily liable for the robbery

of the properties of the guests, even if it was done with violation against or intimidation of

persons, provided that it is done by the hotel’s own employees. The Civil Code, however, only

generally imposed liabilities on the hotels when its servants or employees cause the loss or

damage of the properties of the guests, without qualifying if the loss was done through robbery

or theft with use of arms or irresistible force, unlike in the Revised Penal Code.

Article 102 of the Revised Penal Code also imposes subsidiary civil liabilities to hotels or

innkeepers for crimes committed in their establishments, when persons criminally liable are not

known, and in all cases where they or their employees violated municipal ordinances or some

general or special police regulation.69

This liability of hotels for the acts of their servants or employees arises from the doctrine

of vicarious liability or imputed negligence under Articles 2176 and 2180 of the Civil Code,

which makes the employer primarily liable for the “damages caused by their employees in the

68 Revised Penal Code, art. 102


69 REVISED PENAL CODE, art. 102, ¶ (1)
service of the branches in which the latter are employed or on the occasion of their functions,”70

subject to the defense that the employer exercised diligence of a good father of a family in the

selection and supervision of his employer.71 The Revised Penal Code also imposes a subsidiary

liability on the employers for the crimes committed by his employee in the discharge of their

duties.72 These liabilities of employers for the acts committed by their employees apply in the

case of hotels and its employees.

4. Hotel’s Waiver of Liability and Right to Retain

The law does not permit hotels or innkeepers from disclaiming responsibility by posting

notices that he is not liable for the articles, effects or things brought by the guests.73 Furthermore,

any stipulation between the hotel and the guests, wherein the responsibility of the hotel with

regard to deposited things of the guests is suppressed or diminished shall also be void. 74

Nevertheless, the hotel has the right to retain the things brought by the guest, as a security for the

credits of the guests on account of lodging, and supplies furnished by the hotel to them.75

C. Analysis of Host-Guest Relationship

 When a student boards and lodges in a dormitory, is there a contract of lease

o ANS.: No. The contract is not designated specifically under the Civil Code;

hence, it is an innominate contract. It is, however believed that the contract

can be denominated as the “contract of board and lodging.”76

 Membership in a Homeowners’ Association Is Voluntary and Cannot Be

70 CIVIL CODE, art. 2180, ¶ 4


71 Pantranco North Express, Inc. v. Baesa, G.R. Nos. 79050- 51, 14 November 1989, 179 SCRA 384.
72 REVISED PENAL CODE, art. 103
73 CIVIL CODE, art. 2003
74 CIVIL CODE, art. 2003
75 CIVIL CODE, art. 2004
76 Paras, p. 333
Unilaterally Forced77

 Public safety cannot be stipulated against. (Commission Report, p. 142).

77Sta. Clara Homeowners’ Association
 (thru its Board of Directors), etc. v. Spouses Victor Ma. Gaston &
Lydia Gaston GR 141961, Jan. 23, 2002