Civil Law
Updated 29th May 2025
Defective Contracts Table
Defective Contracts Table
| Feature | Rescissible Contracts | Voidable Contracts | Unenforceable Contracts | Void or Inexistent Contracts |
|---|---|---|---|---|
| Defect | Economic damage/lesion to a party or to a third party; declaration by law (Art. 1381, 1382, NCC) | Vitiation of consent (Art. 1390, NCC) or legal incapacity of one party | Entered into without or in excess of authority; Non-compliance with Statute of Frauds; Incapacity of both parties (Art. 1403, NCC) | Illegality (void) or absolute lack/absence of any essential requisite (inexistent) (Art. 1409, NCC) |
| Legal Effect | Valid and legally enforceable until judicially rescinded | Valid and legally enforceable until judicially annulled | Inoperative until ratified; Cannot be enforced by court action without proper ratification | Produces no legal effect whatsoever (quod nullum est nullum producit effectum) |
| Remedy | Rescission or rescissory action | Annulment of contract | Personal defense; Ratification | Declaration of nullity of contract |
| Grounds (NCC Articles) | Arts. 1381-1382 | Art. 1390 | Art. 1403 | Art. 1409 |
| Necessity of Damage | Necessary | Not necessary | Not necessary | Not necessary |
| Susceptibility of Ratification | Susceptible to convalidation by prescription, not ratification proper | May be susceptible to ratification (Art. 1392, 1396, NCC) | May be susceptible to ratification (Art. 1405, 1407, NCC) | Not Susceptible (Art. 1409, NCC) |
| Prescriptibility of Action | Prescriptible – Action for rescission prescribes after 4 years (Art. 1389, NCC) | Prescriptible – Action for annulment prescribes after 4 years (Art. 1391, NCC) | Action for recovery, specific performance, or damages prescribes (10 years if based on written contract; 6 years if unwritten) | Imprescriptible (Art. 1410, NCC) but may be barred by laches |
| Curability by Prescription | Curable | Curable | Not Curable | Not Curable |
| Assailability by Third Persons | Assailable by a party or by a third party who suffered damage (Art. 1381, NCC) | Assailable only by a party to the contract (Art. 1397, NCC), except if prejudiced and can show detriment (Teves vs. PHHC) | Assailable only by a party to the contract (Art. 1408, NCC) | Assailable by a party or by a third party whose interests are directly affected (Art. 1421, NCC) |