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I. What is an obligation to give?

To deliver a thing, whether determinate or indeterminate

Thing can be real or personal, tangible or intangible

Is there a restriction as to the thing that can be delivered?o The thing must be within the commerce of man

o Provided it is not contrary to law, public policy, etc.

Is there a restriction as to the rights that can be delivered?

o Provided that the rights are not purely personal

-Specific vs. Generic thing

Specific Identifiable and taken out of a genus or class

o D: There has to be no similar thing like it

o D: As far as chassis numbers and plate numbers are concerned, no two

cars are supposed to have the same two numbers

Generic Part of a genus or classo For example: Obligation to deliver a red Toyota Camry car

-Obligation to give a specific thing vs. generic thing

Specific the obligation is (a) to deliver the specific thing, (b) to take care of

the thing with the diligence of a good father of a family, and (c) to deliver the

fruits, accessories, and accessions

Generic the obligation is to deliver the thing that is part of the class or

genus

o Even if something happens to the object intended to be delivered, the

same does not affect the obligation because another thing of the same

class or genus can still be delivered

-Diligence of a good father of a family

D: Is there a clear-cut definition? Is there a certain threshold that we can use?

Is there a standard that we can fix?

o That degree of care that an owner will give to his own property

o If prior to the time of delivery the thing is lost or destroyed due to the

lack of diligence of a GFoF by the debtor, then he will be liable

-Timeframe of obligations (GFoF)

(1) Creation of the obligation (perfection)

(2) Actual deliveryo Anything that happens to the thing from period (1) to (2), the debtor

becomes accountable to the creditor

o Between period (1) to (2), the debtor must exercise the diligence of a

GFoF

If there is no condition or period, then the obligation to deliver arises from

the time of demand

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If there is a condition, then the obligation to deliver arises from the time the

condition is fulfilled

o Does the debtor need to employ the diligence of a GFoF only when the

suspensive condition has happened?

No; otherwise, there may be nothing to deliver also, once the

condition happens, it retroacts to the time of the creation of theobligation, so the debtor may be held accountable

Thus, the debtor needs to take care of the property with the

diligence of a GFoF upon the creation of the obligation

If there is a period, xxx

o The debtor needs to take care of the property with the diligence of a

GFoF upon the creation of the obligation

-Timeframe of obligations (Fruits)

(1) Creation of the obligation (2) Delivery

When does the obligation to deliver the fruits arise?

o

Pure (no condition) the fruits are deliverable upon demando Suspensive condition (See Art. 1187, CC) the parties are not

required to deliver fruits beforethe condition is fulfilled,

notwithstanding the general rule of retroactivity of conditions

Reciprocal obligation the fruits are mutually compensated,

regardless of amount

D: No one is required to deliver the fruits at the time the

condition happens

Unilateral obligation the debtor shall appropriate the fruits

D: The debtor is not required to deliver the fruits at the

time the condition happens

o

Period

D: No similar provision like Art. 1187, CC that applies to a

period

D: There are two schools of thought (a) the obligation to

deliver the fruits arises upon the happening of the period vs.

(b) the obligation to deliver the fruits arises upon the

perfection of the contract

o D: Note that the timeframe is different with that of the obligation to

take care of the thing with the diligence of a GFoF because the same

starts from the perfection of the contract the law wants to ensure

that come the time of actual delivery, there is still a thing to be

delivered

-Accessions and/or accessories

Accessions are incorporated to or joined with the thing; whereas accessories

are attached thereto only for the latters embellishment, better use or

enjoyment

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II. What is an obligation to do or not to do?

To do Personal service

o D: This is allowed, provided that the agreement is voluntary and

subject to certain limitations, i.e., not illegal, not immoral, or not

impossible

Not to doo D: This is no longer subject to the limitation that the obligation is not

illegal, not immoral, or not impossible

III. Breach

Failure to comply with the obligation

Causes of breach:

o Fraud (dolo)

D: You know you have an obligation, but you deliberately fail to

perform the same

o Negligence (culpa)

o

Default (mora)

D: The default must be caused by either dolo or culpa, and not

due to a fortuitous event

o Contravention of the tenor of the obligation

D: The contravention must be caused by either dolo or culpa

o D: Thus, if the breach is not caused by either dolo or culpa, then there

is no breach to talk about

Liabilities of the debtor who is guilty of dolo or culpa

o Dolo not exempt from fortuitous events

o Culpa exempt from fortuitous events

-IV. Remedies

(1) Specific performance compel the debtor to perform the obligation

o Available for obligations to give, whether the thing is specific or

generic

o Available for obligations to do, but this is not an effective remedy

because the debtor has already refused to perform, but the creditor is

still insisting nevertheless, it is an available remedy

o Not available for obligations not to do the effective remedy would be

to ask that it be undone; otherwise, you may ask for damages

o D: If you sue based on SP and it cannot be done or the debtor refuses,

then the creditor can shift to another remedy

o

D: Specific performance and damages can always go together

But specific performance cannot go with

resolution/cancellation

If the creditor for specific performance first and it cannot be

done, then the creditor can still shift to

resolution/cancellation; whereas if the creditor goes for

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resolution/cancellation first, then the creditor cannot later on

shift to specific performance

(2) Substitute performance the obligation be done by a different person at

the expense of the debtor

o Available for obligations to give, but only with respect to generic

thingso Available for obligations to do, except when the same is purely

personal or the substitution is prohibited by stipulation

o Not available for obligations not to do

(3) Damages

o Either alone or with specific performance or resolution/cancellation

(4) Resolution/cancellation

o D: Is this always a remedy? If not, what is the requirement before

resolution/cancellation may be done?

Substantial breach, which is determined by the courts

o D: If the breach is slight, the court will not impose the penalty of

resolution/cancellation, but rather allow the debtor additional time tofulfill the obligation but this does not mean that the debtor has

fulfilled his obligation, as he is still in breach no matter how slight

Except, of course, when time is of the essence because in such

cases, any breach, no matter how slight, will entitle the creditor

to resolution/cancellation

o When is the remedy of resolution/cancellation available even without

stipulation?

Such remedy is implied in reciprocal obligations

For example: Contract of sale

D: But note that substantial breach is still required

o

Can you have the remedy of resolution/cancellation in non-reciprocalobligations?

See UP v. De los Angeles, where the court ruled that even if the

obligation is not reciprocal in character, a stipulation is not

required for the remedy of resolution/cancellation to be

available but you take a risk because without the lack of

stipulation, the courts may take the circumstances as not

constituting a substantial breach

-Rescission vs. Resolution

D: The true rescission leads to a defective (rescissible) contract, which defect

exists from the very beginning and the remedy is to attack the contract itself

because of its rescissible character; whereas resolution is a remedy for

breach and the obligation is valid from inception, but the same has been

breached by the debtor

See Surya, where the court ruled that if it is a remedy for breach (resolution),

then it is something that the creditor has chosen and he can refuse to accept

any late payment or performance because at that point in time, the

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obligation has been breached, entitling the creditor to the remedy of

resolution; whereas in rescission, the basis is economic prejudice, such that

the creditor may be compelled to accept a settlement when the debtor

ensures that there is no more economic prejudice to speak of, as when he

offers double the amount to the creditor

-Defenses of the debtor for allegation of breach

(1) Allege and prove performance or delivery; or

(2) Fortuitous event, if it has been established that there was non-

performance or non-delivery