D. Obligaciones de información
5. CLÁUSULAS Y CONDICIONES DE LA OFERTA
JOINT (DIVISIBLE) OBLIGATION
One where a concurrence of several creditors, or of several debtors, or of several creditors and debtors, by virtue of which, each of the creditors has a right to demand, and each of the debtors is bound to render compliance with his proportionate part of the prestation which constitute the object of the obligation (obligacion mancomunada).
PRESUMPTION OF JOINT OBLIGATION
Presumption: Obligation is presumed joint if there is a concurrence of several creditors, of several debtors, or of several creditors and debtors in one and the same obligation (Art. 1207).
Exceptions:
(1) When the obligation expressly states that there is solidarity
(2) When the law requires solidarity i.e. quasi-delicts (3) When the nature of the obligation requires
solidarity
(4) When the nature or condition is imposed upon heirs or legatees, and the testament expressly makes the charge or condition in solidum
(5) When the solidary responsibility is imputed by a final judgment upon several defendants
PRESUMPTION OF EQUAL DIVISION
Presumption: Credit or debt shall be presumed to be divided into as many equal shares as there are creditors or debtors.
Joint creditor cannot act in representation of the others, neither can a joint debtor be compelled to answer for the liability of others.
EACH CREDIT IS DISTINCT FROM ONE ANOTHER, THEREFORE A JOINT DEBTOR CANNOT BE REQUIRED TO PAY THE SHARE OF ANOTHER DEBTOR, ALTHOUGH HE MAY PAY IF HE WANTS TO [ART.1208].
EFFECT OF INSOLVENCY OF A JOINT DEBTOR [ART.1209]. Each creditor can demand only for the payment of his proportionate share of the credit, while each debtor can be liable only for the payment of his proportionate share of the debt.
Principal Effects of Joint Liability
(1) Demand by one creditor upon the debtor, produces the effects of default only with respect to the creditor who demanded and the debtor on whom the demand was made, but not with respect to others.
(2) Interruption of prescription by the judicial demand of one creditor upon a debtor does not benefit the other creditors nor interrupt the prescription as to other debtors.
(3) Vices of each obligation arising from the personal defect of a particular debtor or creditor do not affect the obligation or right of the others. (4) Insolvency of a debtor does not increase the
responsibility of his co-debtors, nor does it authorize a creditor to demand anything from his co-debtors.
(5) Defense of res judicata is not extended from one debtor to another.
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JOINT (INDIVISIBLE) OBLIGATION
OBLIGATION CANNOT BE PERFORMED IN PARTS BUT DEBTORS ARE BOUND JOINTLY
ARTICLE 1209
Art. 1209. If the division is impossible, the right of the creditors may be prejudiced only by their collective acts, and the debt can be enforced only by proceeding against all the debtors. If one of the latter should be insolvent, the others shall not be liable for his share.
Art. 1209: No creditor can act in representation of the other; no debtor can be compelled to answer for the liability of the others.
If there are two or more debtors, the fulfillment of or compliance with the obligation requires the concurrence of all the debtors, although each for his own share and for the enforcement of the obligation Plurality of Creditors: If one or some of the creditors demands the prestation, the debtor may legally refuse to deliver to them, he can insist that all the creditors together receive the thing, and if any of them refuses to join the others, the debtor may deposit the thing in court by way of consignation [Tolentino, 1987].
IN CASE OF FAILURE OF ONE OF THE JOINT DEBTORS TO PERFORM HIS PART (SHARE), THERE IS DEFAULT BUT ONLY THE GUILTY DEBTOR SHALL BE LIABLE FOR DAMAGES In case of breach where one of the joint debtors fails to comply with his undertaking, the obligation can no longer be fulfilled or performed.
Consequently, it is converted into one of indemnity for damages.
In case of insolvency of one of the debtors, the others shall not be liable for his share. To hold otherwise would destroy the joint character of the obligation.
Joint Divisible Obligations Joint Indivisible
Obligations In case of breach of
obligation by one of the debtors, damages due must be borne by him alone.
In case of breach where one of the joint debtors fails to comply with his undertaking, the obligation can no longer be fulfilled or performed. Thus, the action must be converted into one for indemnity for damages.
SOLIDARY OBLIGATION
An obligation where there is concurrence of several creditors, or of several debtors, or of several creditors and several debtors, by virtue of which, each of the creditors has the right to demand, and each of the debtors is bound to render, entire compliance with the prestation which constitutes the object of the obligation (obligacion solidaria).
ANYONE OF THE SOLIDARY CREDITORS MAY COLLECT OR DEMAND PAYMENT OF WHOLE OBLIGATION; THERE IS MUTUAL AGENCY AMONG SOLIDARY DEBTORS (ARTS. 1214,1215)
ARTICLE 1214
Art. 1214. The debtor may pay any one of the solidary creditors; but if any demand, judicial or extrajudicial, has been made by one of them, payment should be made to him.
ARTICLE 1215
Art. 1215. Novation, compensation, confusion or remission of the debt, made by any of the solidary creditors or with any of the solidary debtors, shall extinguish the obligation, without prejudice to the provisions of Article 1219.
Active solidary obligation (solidarity among creditors): Each creditor has the authority to claim and enforce the rights of all, with the resulting obligation of paying everyone of what belongs to him.
Creation of a relationship of mutual agency among co-creditors.
A solidary creditor cannot assign his rights without the consent of the others [Art. 1213].
Each debtor may pay to any solidary creditor, but if any demand, judicial or extrajudicial, has been made by one of them, payment must be made to him [Art. 1214]
Mixed solidary obligation (solidarity among creditors and debtors): Solidarity is not destroyed by the fact that the obligation of each debtor is subject to different conditions or periods. The creditor can commence an action against anyone of the debtors for the compliance with the entire obligation minus the portion or share which corresponds to the debtor affected by the condition or period.
ANY OF THE SOLIDARY DEBTORS MAY BE REQUIRED TO PAY THE WHOLE OBLIGATION; THERE IS MUTUAL GUARANTY AMONG SOLIDARY DEBTORS [ARTS. 1216, 1217,1222]
ARTICLE 1216
Art. 1216. The creditor may proceed against any one of the solidary debtors or some or all of them simultaneously. The demand made against one of them shall not be an obstacle to those which may subsequently be directed against the others, so long as the debt has not been fully collected.
ARTICLE 1217
Art. 1217. Payment made by one of the solidary debtors extinguishes the obligation. If two or more solidary debtors offer to pay, the creditor may choose which offer to accept.
He who made the payment may claim from his co- debtors only the share which corresponds to each, with the interest for the payment already made. If the payment is made before the debt is due, no interest for the intervening period may be demanded.
When one of the solidary debtors cannot, because of his insolvency, reimburse his share to the debtor paying the obligation, such share shall be borne by all his co-debtors, in proportion to the debt of each. ARTICLE 1222
Art. 1222. A solidary debtor may, in actions filed by the creditor, avail himself of all defenses which are derived from the nature of the obligation and of those which are personal to him, or pertain to his own share. With respect to those which personally belong to the others, he may avail himself thereof only as regards that part of the debt for which the latter are responsible.
Passive solidary obligation (solidarity among debtors): Each debtor can be made to answer for the others, with the right on the part of the debtor-payor to recover from the others their respective shares. Creation of a relationship of mutual guaranty among co-debtors.
The total remission of the debt in favor of a debtor releases all the debtors.
All the debtors are liable for the loss of the thing due, even if such loss is caused by the fault of only one of them, and for delay, even if it is caused by just one of them.
The interruption of prescription as to one debtor affects all the others; but the renunciation by one debtor of prescription already had does not prejudice the others.
Defenses Available to a Solidary Debtor [Art. 1222] (1) Those derived from the nature of the obligation
(2) Those personal to him
(3) Those pertaining to his own share
(4) Those personally belonging to other co-debtors but only as regards that part of the debt for which the latter are responsible.
Demand Upon a Solidary
Debtor Payment by a Debtor
The demand made against one of them shall not be an obstacle to those which may
subsequently be directed against the others so long as the debt has not been fully collected [Art. 1216].
Full payment made by one of the solidary debtors extinguishes the obligation [Art. 1217].
The creditor may proceed against any one of the solidary debtors or all simultaneously [Art. 1216].
If two or more solidary debtors offer to pay, the creditor may choose which offer to accept [Art. 1217].
A creditor’s right to proceed against the surety exists
independently of his right to proceed against the principal
The solidary debtor who made the payment shall have the right to claim from his co-debtors the share which corresponds to them with interest, UNLESS barred by prescription or illegality [Art. 1218].
When a solidary debtor pays the entire obligation, the resulting obligation of the co-debtors to reimburse him becomes joint.
If payment was made before the debt became due, no interest during the intervening period may be demanded [Art. 1217 par. 2].
When one of the solidary debtors cannot reimburse his share to the debtor paying the obligation due to insolvency, such share shall be borne by all his co- debtors, in proportion to the debt of each [Art. 1217, par. 2].
Inchausti v. Yulo (1914):
Debtors obligated themselves solidarily, so creditor can bring its action against any of them. Remission of any part of the debt, made by the creditor in favor of one of the solidary debtors, inures to the benefit of the rest of them.
Each one of the solidary creditors may do whatever maybe useful to the others, but not anything prejudicial to them [Art. 1212]; however, any novation, compensation, confusion or remission of debt executed by any solidary creditor shall extinguish the
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obligation without prejudice to his liability for the shares of the other solidary creditors
ARTICLE 1212
Art. 1212. Each one of the solidary creditors may do whatever may be useful to the others, but not anything which may be prejudicial to the latter. ARTICLE 1215
Art. 1215. Novation, compensation, confusion or remission of the debt, made by any of the solidary creditors or with any of the solidary debtors, shall extinguish the obligation, without prejudice to the provisions of Article 1219.
ARTICLE 1219
Art. 1219. The remission made by the creditor of the share which affects one of the solidary debtors does not release the latter from his responsibility towards the co-debtors, in case the debt had been totally paid by anyone of them before the remission was effected.
Effects of Prejudicial and Beneficial Acts [Art.1212] (1) Each one of the solidary creditors may do
whatever may be useful or beneficial to the others, but not anything which may be prejudicial to the latter.
(2) As far as the debtors are concerned, a prejudicial act performed by a solidary creditor is binding. (3) As between the solidary creditors, the creditor
who performed such act shall incur the obligation of indemnifying the others for damages.
Indivisibility Solidarity
It refers to the prestation which constitutes the object of the obligation.
It refers to the legal tie or vinculum, and consequently, to the subjects or parties of the obligation.
Plurality of subjects is not
required. Plurality of subjects is indispensable. In case of breach,
obligation is converted into indemnity for damages because the indivisibility of the obligation is terminated.
When there is liability on the part of the debtors because of the breach, the solidarity among the debtors remains.
The indivisibility of an obligation does not necessarily give rise to solidarity. Nor does solidarity itself imply indivisibility [Art. 1211].
DIVISIBLE AND INDIVISIBLE, ART. 1225
Divisible Obligations
Ones which are susceptible to partial performance, that is, the debtor can legally perform the obligation by parts and the creditor cannot demand a single performance of the entire obligation [Tolentino, 1987].
Indivisible Obligations
Ones which cannot be validly performed in parts [Tolentino, 1987].
(a) Divisibility/indivisibility refers to the performance of the prestation and not to the thing which is the object thereof. The thing may be divisible, yet the obligation may be indivisible.
(b) When the obligation has for its object the execution of a certain number of days of work, the accomplishment of work by metrical units, or analogous things which by their nature are susceptible of partial performance, it shall be divisible [Art.1225, par. 2].
(c) Even though the object or service may be physically divisible, an obligation is indivisible if so provided by law or intended by the parties. (d) In obligations not to do, divisibility or indivisibility
shall be determined by the character of the prestation in each particular case.
(e) When there is plurality of debtors and creditors, the effect of divisibility/indivisibility of the obligation depend upon whether the obligation is joint or solidary.
(f) A joint indivisible obligation gives rise to indemnity for damages from the time any one of the debtors does not comply with his undertaking [Art. 1224].
Effect
Creditor cannot be compelled to receive partially the prestation in which the obligation consists; neither may the debtor be required to make the partial payment [Art. 1248], UNLESS:
(1) The obligation expressly stipulates the contrary. (2) The different prestations constituting the objects
of the obligation are subject to different terms and conditions.
(3) The obligation is in part liquidated and in part unliquidated.
OBLIGATIONS WITH A PENAL CLAUSE, ARTS. 1226, 1228-1230
ARTICLE 1226
Art. 1226. In obligations with a penal clause, the penalty shall substitute the indemnity for damages and the payment of interests in case of
noncompliance, if there is no stipulation to the contrary. Nevertheless, damages shall be paid if the obligor refuses to pay the penalty or is guilty of fraud in the fulfillment of the obligation.
The penalty may be enforced only when it is demandable in accordance with the provisions of this Code.
ARTICLE 1228
Art. 1228. Proof of actual damages suffered by the creditor is not necessary in order that the penalty may be demanded.
ARTICLE 1229
Art. 1229. The judge shall equitably reduce the penalty when the principal obligation has been partly or irregularly complied with by the debtor.
Even if there has been no performance, the penalty may also be reduced by the courts if it is iniquitous or unconscionable.
ARTICLE 1230
Art. 1230. The nullity of the penal clause does not carry with it that of the principal obligation.
The nullity of the principal obligation carries with it that of the penal clause.
Penal Clause: An accessory undertaking to assume greater liability in case of breach [De Leon, 2003]. It is attached to an obligation in order to ensure performance. The enforcement of the penalty can be demanded by the creditor only when the non- performance is due to the fault or fraud of the debtor.
If the principal obligation is void, the penal clause shall also be void. However, the nullity of the penal clause does not carry with it the nullity of the principal obligation [Art.1230].
Purposes of Penalty
(1) Funcion coercitiva de garantia - to insure the performance of the obligation.
(2) Funcion liquidatoria - to liquidate the amount of damages to be awarded to the injured party in case of breach of the principal obligation (compensatory).
(3) Function estrictamente penal - to punish the obligor in case of breach of the principal obligation (punitive).
Chartacteristics of Penalty
(1) The penalty shall substitute the indemnity for damages and payment of interest in case of non- compliance [Art. 1226], UNLESS:
(a) There is a stipulation to the contrary (b) The obligor refuses to pay the penalty (c) The obligor is guilty of fraud
(2) Debtor cannot exempt himself from the performance of the principal obligation by paying the stipulated penalty unless this right has been expressly reserved for him [Art. 1227].
(3) Creditor cannot demand the fulfillment of the principal obligation and demanding the satisfaction of the penalty at the same time unless the right has been clearly granted to him [Art. 1227]. Tacit or implied grant is admissible. (a) If the creditor has chosen fulfillment of the
principal obligation and the performance thereof becomes impossible without his fault, he may still demand the satisfaction of the penalty.
(b) If there was fault on the part of the debtor, creditor may demand not only the satisfaction of the penalty but also the payment of damages.
(c) If the creditor chooses to demand the satisfaction of the penalty, he cannot afterwards demand the fulfillment of the obligation.
Proof of Actual Damage
Art. 1228: That proof of actual damages is not necessary is applicable only to the general rule stated in Art. 1226, but not to the exceptions. The penalty is exactly identical with what is known as “liquidated damages” in Art. 2226.
When Penalty may be Reduced [Art. 1229]:
(1) If the principal obligation has been partly complied with.
(2) If the principal obligation has been irregularly complied with.
(3) If the penalty is iniquitous or unsconscionable even if there has been no performance.
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