Article 1390 of the Civil Code: Voidable contracts
Status: In force
What does Article 1390 say?
The following contracts are voidable or annullable, even though there may have been no damage to the contracting parties:
(1) Those where one of the parties is incapable of giving consent to a contract;
(2) Those where the consent is vitiated by mistake, violence, intimidation, undue influence or fraud.
These contracts are binding, unless they are annulled by a proper action in court. They are susceptible of ratification.
What does it mean in plain language?
Article 1390 of the Civil Code lists voidable contracts: contracts that are valid and binding until a court annuls them. There are two kinds: contracts where one party could not legally give consent, such as a minor, and contracts where consent was obtained through mistake, violence, intimidation, undue influence or fraud. A voidable contract can be ratified, and the action to annul it must be filed within four years.
How does it work in real life?
Paolo's motorcycle
Paolo, 16, signs alone a contract to buy a motorcycle on installment from a dealer. The contract is voidable because Paolo cannot give consent (Articles 1327 and 1390). He may sue to annul it within four years from the time the guardianship ceases, which for a minor is when he turns eighteen. If it is annulled, he returns things only insofar as he has benefited from what he received (Article 1399).
Lea signed under threat
Lea signs a deed selling her land after her cousin threatens to hurt her. The sale is voidable for intimidation. The four years to annul start when the threat stops.
Two 16-year-olds
Two 16-year-olds sign a sale between themselves. Because both cannot give consent, the contract is unenforceable unless ratified (Article 1403(3)), not merely voidable.
These are made-up examples to show how the rule works. They are not advice for any real case.
What does this mean in practice?
- A voidable contract is not automatically cancelled. The party who has the ground must go to court, within the period of Article 1391.
- A voidable contract can be ratified (Article 1390). How ratification happens is set by the articles that follow and is not covered on this page.
- This page does not cover what happens when a minor lied about his age.
- For contracts in general, see Article 1356 and is a verbal agreement binding?
- For free or low-cost legal help, see where to find legal help.
- For a minor who signs a contract, see can a minor sign a contract? For the three kinds of defective contracts side by side, see void vs voidable vs unenforceable contracts.
What does Article 1390 say?
The following contracts are voidable or annullable, even though there may have been no damage to the contracting parties: (1) Those where one of the parties is incapable of giving consent to a contract; (2) Those where the consent is vitiated by mistake, violence, intimidation, undue influence or fraud.
These contracts are binding, unless they are annulled by a proper action in court. They are susceptible of ratification.
In plain words:
- Two grounds: one party could not give consent, or consent was obtained by mistake, violence, intimidation, undue influence or fraud.
- No damage needed. The contract is voidable even if no one lost money.
- Valid until annulled. The contract binds until a court annuls it.
- Can be ratified. The party who could annul it may confirm it instead.
Who cannot give consent?
Article 1327 says:
The following cannot give consent to a contract: (1) Unemancipated minors; (2) Insane or demented persons, and deaf-mutes who do not know how to write.
"Unemancipated minors" are persons below the age of majority. Since Republic Act No. 6809, majority starts at eighteen years of age, and an emancipated person is qualified and responsible for all acts of civil life, except where special laws provide otherwise. Some old Civil Code articles still speak of minors "between eighteen and twenty-one years of age"; they must be read with that change.
How long is there to annul?
Article 1391 sets four years and says when the period starts:
The action for annulment shall be brought within four years.
| Ground | The four years start |
|---|---|
| Intimidation, violence or undue influence | When the defect of consent ceases |
| Mistake or fraud | When it is discovered |
| Contract by a minor or incapacitated person | When the guardianship ceases |
What must be returned?
For a party who could not give consent, Article 1399 limits what must be returned:
When the defect of the contract consists in the incapacity of one of the parties, the incapacitated person is not obliged to make any restitution except insofar as he has been benefited by the thing or price received by him.
How is "voidable" different from "unenforceable" and "void"?
| Kind | Effect | Ratification | Article |
|---|---|---|---|
| Voidable | Binding until annulled by a court | Possible | 1390, 1391 |
| Unenforceable | Cannot be enforced in court unless ratified | Possible | 1403 |
| Void | No effect from the start | Not possible | 1409, 1410 |
A contract where both parties are incapable of giving consent is unenforceable, not voidable (Article 1403(3)). See Article 1403. A void contract cannot be ratified, and the action to declare it void does not prescribe (Articles 1409 and 1410).
Frequently asked questions
What is a voidable contract?
It is a contract that is valid and binding until a court annuls it. Article 1390 lists two kinds: where one party is incapable of giving consent, and where consent was vitiated by mistake, violence, intimidation, undue influence or fraud.
Is a voidable contract the same as a void contract?
No. A voidable contract binds until annulled and can be ratified (Article 1390). A void contract has no effect from the start and cannot be ratified (Article 1409).
How long do I have to annul a voidable contract?
Article 1391 gives four years. The period starts when intimidation, violence or undue influence ends; when the mistake or fraud is discovered; or, for contracts of minors or incapacitated persons, when the guardianship ends.
Is a contract signed by a minor void?
No. If only one party is a minor, the contract is voidable under Articles 1327 and 1390. If both parties cannot give consent, Article 1403 makes it unenforceable unless ratified.
At what age can a person sign a contract in the Philippines?
At eighteen. Republic Act No. 6809 amended the Family Code so that majority begins at eighteen years of age.
Must a minor return what he received when the contract is annulled?
Only to the extent he benefited. Article 1399 says the incapacitated person is not obliged to make restitution except insofar as he has been benefited by the thing or price received.
General information, not legal advice. For your case, ask a lawyer, the Public Attorney's Office (PAO) or the agency.
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