assignment of contract philippines

FIRST DIVISION

March 25, 2015

FORT BONIFACIO DEVELOPMENT CORPORATION, Petitioner,
vs.
Respondent.

PERLAS-BERNABE,

Assailed in this petition for review on are the Decision dated May 17, 2013 and the Resolution dated September 2, 2013 rendered by the Court of Appeals (CA) in CA-G.R. CV. No. 93407, which affirmed the Decision dated January 28, 2009 of the Regional Trial Court of Mandaluyong City, Branch 214 (RTC) in Civil Case No. MC06-2928, finding petitioner Fort Bonifacio Development Corporation (FBDC) liable to respondent Valentin L. Fong (Fong), as proprietor of VF Industrial Sales, for the amount of Pl,577,115.90 with legal interest computed from February 13, 2006.

On June 5, 2000, FBDC, a domestic corporation engaged in the real estate development business, entered into a Trade Contract with MS Maxco Company, Inc. (MS Maxco), then operating under the name "L&M Maxco, Specialist Engineering Construction," for the execution of the structural and partial architectural works of one of its condominium projects in Taguig City, the Bonifacio Ridge Condominium (Project). Records show that FBDC had the right to withhold five percent (5%) of the contract price as retention money.

Under the Trade Contract, FBDC had the option to hire other contractors to rectify any errors committed by MS Maxco by reason of its negligence, act, omission, or default, as well as to deduct or set-off any amount from the contract price in such cases. Hence, when MS Maxco incurred delays and failed to comply with the terms of the Trade Contract, FBDC took over and hired other contractors to complete the unfinished construction. Unfortunately, corrective work had to likewise be done on the numerous defects and irregularities caused by MS Maxco, which cost 11,567,779.12. Pursuant to the Trade Contract, FBDC deducted the said amount from MS Maxco’s retention money.

The Trade Contract likewise provided that MS Maxco is prohibited from assigning or transferring any of its rights, obligations, or liabilities under the said Contract without the written consent of FBDC.

Sometime in April 2005, FBDC received a letter dated April 18, 2005 (April 18, 2005 letter) from the counsel of Fong informing it that MS Maxco had already assigned its receivables from FBDC to him (Fong) by virtue of a notarized Deed of Assignment dated February 28, 2005. Under the Deed of Assignment, MS Maxco assigned the amount of 1,577,115.90 to Fong as payment of the former’s obligation to the latter, which amount was to be taken from the retention money with FBDC. In its letter-reply dated October 11, 2005, FBDC acknowledged the five percent (5%) retention money of MS Maxco, but asserted that the same was not yet due and demandable and that it was already the subject of garnishment by MS Maxco’s other creditors.

Despite Fong’s repeated requests, FBDC refused to deliver to Fong the amount assigned by MS Maxco. Finally, in a letter dated January 31, 2006, FBDC informed Fong that after the rectification of the defects in the Project, as well as the garnishment made by MS Maxco’s creditors, nothing was left of its retention money with FBDC from which Fong’s claims may be satisfied. This prompted Fong, doing business under the name "VF Industrial Sales" to file the instant civil case, before the RTC, against MS Maxco or FBDC for the payment of the sum of 1,577,115.90, with legal interest due, costs of suit, and litigation expenses.

In its defense, FBDC reiterated its position that, since MS Maxco incurred delays and rendered defective works on the Project, FBDC was constrained to hire other contractors to repair the defects and complete the work therein, the cost of which it deducted from MS Maxco’s retention money, pursuant to the express stipulations in the Trade Contract. Likewise, the said retention money was due only in January 2006, and was already garnished in favor of MS Maxco’s other creditors. As a result of the deductions and the garnishment, no amount due to MS Maxco was left from the retention money; and, FBDC was, therefore, under no obligation to satisfy Fong’s claim. FBDC likewise asserted, , that it was not bound by the Deed of Assignment between Fong and MS Maxco, not being a party thereto. However, Fong, being a mere substitute or assignee of MS Maxco, was bound to observe the terms and conditions of the Trade Contract. FBDC also stressed that it paid the creditors of MS Maxco in compliance with valid court orders.

In a Decision dated January 28, 2009, the RTC found FBDC liable to pay Fong the amount of 1,577,115.90, with legal interest computed from the time of the filing of the complaint on February 13, 2006.

In so ruling, the RTC held that the instant case was one of assignment of credit under Article 1624 of the Civil Code, hence, did not require FBDC’s consent as debtor for its validity and enforceability. What the law requires is not the consent of the debtor, but merely notice to him, as the assignment takes effect only from the time of his knowledge thereof. With respect to third persons without notice of the assignment, the same becomes effective only if the assignment appears in a public instrument.

Also, the RTC observed that FBDC did not dispute the genuineness and due execution of the Deed of Assignment between MS Maxco and Fong. As such, FBDC became bound thereby upon its receipt of Fong’s April 18, 2005 letter informing it of the assignment. Effectively, Fong became subrogated to the right of MS Maxco to collect from FBDC the credit assigned to him. Likewise, FBDC was bound to recognize the assignment, which appears in a public instrument.

With respect to the garnishment of the retention money, the RTC held that it could not adversely affect Fong’s rights as assignee of MS Maxco, considering that the amount indicated in the Deed of Assignment was no longer MS Maxco’s property, but Fong’s. Effectively, when MS Maxco assigned the sum of 1,577,115.90 to Fong, the said amount can no longer be considered MS Maxco’s property that could be garnished or attached by its creditors. As records show that the garnishment of the retention money was made on July 30, 2005 and January 26, 2006, or after FBDC was notified of MS Maxco’s assignment in favor of Fong on April 18, 2005, for all intents and purposes, FBDC must be considered to have paid MS Maxco’s other creditors out of its own funds.

Finally, with regard to the provision in the Trade Contract requiring the written consent of FBDC before MS Maxco may validly assign or transfer any of its rights, obligations, or liabilities thereunder, the RTC held that Fong was not bound thereby. It ruled that Fong did not automatically become party to the provisions of the Trade Contract by virtue of its being the assignee of MS Maxco, as the said provisions are matters which exclusively pertain to the parties thereto.

In any event, however, the RTC recognized FBDC’s right of recourse against its co-defendant MS Maxco for the latter’s breach of undertaking under the Trade Contract.

Aggrieved, FBDC appealed to the CA, assailing the RTC’s conclusion that the Deed of Assignment was binding upon it and that it was liable to satisfy Fong’s claims.

In a Decision dated May 17, 2013, the CA denied FBDC’s appeal and affirmed the RTC ruling, concurring with the latter’s finding that when FBDC was notified of the assignment through the April 18, 2005 letter, the assignment produced legal effects and operated as a transfer of a portion of the receivables of MS Maxco to Fong. Considering that FBDC’s consent as debtor is not required under the law, as mere notice to it is sufficient, and taking into account the fact that the Deed of Assignment was a public instrument, the assignment therefore bound FBDC and third persons as well.

Likewise, upon a review of the evidence offered by FBDC, the CA found that as of December 6, 2005, there was still sufficient amount left in the retention money with which to pay Fong even after the deduction of the rectification costs for the Project. As correctly held by the RTC, the payments made by FBDC to MS Maxco’s judgment creditors cannot prejudice Fong since the Deed of Assignment was valid and enforceable against FBDC and the said creditors.

FBDC’s motion for reconsideration was denied in a Resolution dated September 2, 2013, hence, this petition.

The issues for the Court’s resolution are whether or not the CA erred in ruling that FBDC was bound by the Deed of Assignment between MS Maxco and Fong, and even assuming that it was, whether or not FBDC was liable to pay Fong the amount of 1,577,115.90, representing a portion of MS Maxco’s retention money.

The petition is meritorious.

Obligations arising from contracts have the force of law between the contracting parties and should be complied with in good faith. As such, the stipulations in contracts are binding on them unless the contract is contrary to law, morals, good customs, public order or public policy.

The same principle on obligatory force applies by extension to the contracting party’s assignees, in turn, by virtue of the principle of relativity of contracts which is fleshed out in Article 1311 of the Civil Code, .:

Art. 1311. Contracts take effect only between the parties, their assigns and heirs, except in case where the rights and obligations arising from the contract are not transmissible by their nature, or by stipulation or by provision of law. The heir is not liable beyond the value of the property he received from the decedent.

x x x x (Emphasis supplied)

The reason that a contracting party’s assignees, although seemingly a third party to the transaction, remain bound by the original party’s transaction under the relativity principle further lies in the concept of subrogation, which inheres in assignment.

Case law states that when a person assigns his credit to another person, the latter is deemed subrogated to the rights as well as to the obligations of the former. By virtue of the Deed of Assignment, the assignee is deemed subrogated to the rights and obligations of the assignor and is bound by exactly the same conditions as those which bound the assignor. Accordingly, an assignee cannot acquire greater rights than those pertaining to the assignor. The general rule is that an assignee of a non- negotiable chose in action acquires no greater right than what was possessed by his assignor and simply stands into the shoes of the latter.

Applying the foregoing, the Court finds that MS Maxco, as the Trade Contractor, cannot assign or transfer any of its rights, obligations, or liabilities under the Trade Contract without the written consent of FBDC, the Client, in view of Clause 19.0 on "Assignment and Sub-letting" of the Trade Contract between FBDC and MS Maxco which explicitly provides that:

19.0

19. Contract. The Trade Contractor shall not, without the written consent of the Client, sub- let any portion of the Works and such consent, if given, shall not relieve the Trade Contractor from any liability or obligation under this Contract. (Emphases supplied)

Fong, as mere assignee of MS Maxco’s rights under the Trade Contract it had previously entered with FBDC, i.e., the right to recover any credit owing to any unutilized retention money, is equally bound by the foregoing provision and hence, cannot validly enforce the same without FBDC’s consent.

Without any proof showing that FBDC had consented to the assignment, Fong cannot validly demand from FBDC the delivery of the sum of 1,577,115.90 that was supposedly assigned to him by MS Maxco as a portion of its retention money with FBDC. The practical efficacy of the assignment, although valid between Fong and MS Maxco, remains contingent on FBDC's consent. Without the happening of said condition, only MS Maxco, and not Fong, can collect on the credit. Note, however, that this finding does not preclude any recourse that Fong may take against MS Maxco. After all, an assignment of credit for a consideration and covering a demandable sum of money is considered as a sale of personal property. To this, Article 1628 of the Civil Code provides:

Art. 1628. The vendor in good faith shall be responsible for the existence and legality of the credit at the time of the sale, unless it should have been sold as doubtful; but not for the solvency of the debtor, unless it has been so expressly stipulated or unless the insolvency was prior to the sale and of common knowledge.

Even in these cases he shall only be liable for the price received for and the expenses specified in No. 1 of Article 1616.

The vendor in bad faith shall always be answerable for the payment of all expenses,for and damages.

, the petition is . The assailed Decision dated May 17, 2013 and the Resolution dated September 2, 2013 rendered by the Court of Appeals in CA-G.R. CV. No. 93407 are hereby

and , and a new one is entered the instant complaint against petitioner Fort Bonifacio Development Corporation.

ESTELA M. PERLAS-BERNABE
Associate Justice

MARIA LOURDES P.A. SERENO
Chief Justice
Chairperson

JOSE PORTUGAL PEREZ Associate Justice

C E R T I F I C A T I O N

Pursuant to Section 13, Article VIII of the Constitution, I certify that the conclusions in the above Decision had been reached in consultation before the case was assigned to the writer of the opinion of the Court's Division.

MARIA LOURDES P.A. SERENO Chief Justice

1 Rollo , pp. 3-37.

2 Id. at 40-54. Penned by Associate Justice Nina G. Antonio-Valenzuela with Associate Justices Isaias P. Dicdican and Myra V. Garcia-Fernandez concurring.

3 Id. at 55-56.

4 Id. at 219-228. Penned by Judge Edwin D. Sorongon.

5 Id. at 5.

6 Id. at 118-154.

7 Id. at 122.

8 See id. at 63 and 133.

9 See id. at 133. Sections 6.9 and 6.10 of the Trade Contract provide:

6.9 Without prejudice to his other rights and remedies, the Client [FBDC] or Construction Manager on behalf of the Client shall be entitled to employ and pay other persons to remedy any negligence, act, omission or default of the Trade Contractor [MS Maxco] where notice has been given under Clause 5.13 and the Trade Contractor has failed to remedy or take steps diligently to remedy the same.

All damages, loss, and/or expense suffered or incurred by the Client in doing so shall be borne by the Trade Contractor and may be deducted from the Contract Sum and approximate adjustments made to the interim certificates.

6.10 Nothing contained elsewhere in this Contract shall in any way limit or exclude any of the rights of the Client to deduct or set-off (whether under this Contract or otherwise) any sums to which he is or may become entitled whether as damages or otherwise from or against the Contract Sum or from or against any monies otherwise due to the Trade Contractor under this Contract. The Construction Manager shall give the Trade Contractor ten working days notice of any such deduction or set-off and such [w]ithholding [n]otice shall specify the reasons for the deduction or set-off and shall state the amount of it or them.

10 See id. at 8 and 222.

11 See id. at 47.

13 See Section 19.1 of the Trade Contract; id. at 144.

14 Id. at 62.

15 Id. at 60-61.

16 See id. at 9 and 221.

17 Id. at 60.

18 Id. at 63.

19 Records show that MS Maxco was also impleaded in other cases, to wit: CIAC Case No. 11-2002 entitled " Asia-Con Builders Inc. v. L&M Maxco Company, Inc. and Lee Meng Yong " pending before the Construction Industry Arbitration Commission; and Civil Case No. 05-164 entitled " Concrete Masters, Inc. v. L&M Maxco Company, Inc. " pending before the Regional Trial Court of Makati City. See id. at 43-44.

20 See letters dated October 14, 2005 (id. at 64); dated October 26, 2005 (id. at 65); and January 17, 2006 (id. at 67).

21 Id. at 68.

22 See Complaint For Sum of Money filed on February 13, 2006; id. at 57-59.

23 Id. at 59.

24 See Answer Ex Abundanti Ad Cautelam dated July 14, 2006; id. at 167-218.

25 See id. at 176-180.

26 See id. at 183.

27 See id. at 186.

28 See id. at 188-189.

29 See id. at 192 and 195.

30 See id. at 210.

31 Id. at 219-228.

32 Id. at 228.

33 Art. 1624. An assignment of credits and other incorporeal rights shall be perfected in accordance with the provisions of Article 1475.

34 Id. at 225.

35 Id. at 225-226.

36 Id. at 226.

38 Id. at 226-227.

39 Id. at 226.

40 Id. at 228.

42 See Notice of Appeal Ex Abundanti Ad Cautelam dated March 17, 2009; id. at 229-230.

43 Id. at 40-54.

44 Id. at 53.

45 Id. at 52.

46 See id. at 51-53.

47 See id. at 53.

48 Dated June 10, 2013. Id. at 299-318.

49 Id. at 55-56.

50 See Article 1159 of the Civil Code.

51 Mendiola v. Commerz Trading Int’l., Inc. , G.R. No. 200895, July 31, 2013, 703 SCRA 137, 142-143.

52 See BA Finance Corporation v. CA , 278 Phil. 176, 182 (1991).

53 See Mercantile Insurance Co., Inc. v. Felipe Ysmael, Jr. & Co., Inc. , 251 Phil. 66 (1989); BPI Credit Corporation v. CA , G.R. No. 96755, December 4, 1991, 204 SCRA 601.

54 Gonzales vs. Land Bank of the Philippines , 262 Phil. 568, 574 (1990).

55 Koa v. CA , G.R. No. 84847, March 5, 1993, 219 SCRA 541, 546, citing Fidelita Mut. L. Ins. Co. v. Clark , 203 U.S. 64, 51 L. ed., 91 27 s. Ct. 19; Judson v. Corcoran , 17 How (US) 612, 156 L. ed. 231.

56 Rollo , p. 144.

57 See Lo v. KJS Eco-Formwork System Phil., Inc ., 459 Phil. 532, 539 (2003), citing Article 417 of the Civil Code which provides:

Art. 417. The following are also considered as personal property:

(1) Obligations and actions which have for their object movables or demandable sums; and

58 Art. 1616. The vendor cannot avail himself of the right of repurchase without returning to the vendee the price of the sale, and in addition:

(1) The expenses of the contract, and any other legitimate payments made by reason of the sale[.]

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Things you need to know about Deed of Assignment.

Last updated on 8 January 2024

1. What is a Deed of Assignment? 

A Deed of Assignment is a contract where the owner (the “assignor”) transfers ownership over property to another person (the “assignee”) by way of assignment. The assignee steps into the shoes of the assignor and assumes all the rights and obligations to the property.

If you will assign immovable property (e.g. land, house) then use this Deed of Assignment for Immovable Property instead.

2. When do you need a Deed of Assignment?

A Deed of Assignment is used when the owner wants to transfer ownership (and the rights and obligations) over property to another person.

3. What information do you need to create the Deed of Assignment?

To create your Deed of Assignment you’ll need the following minimum information:

• The type of assignor (e.g. individual or business) as well as name and details (e.g. nationality and address).
• The type of assignee (e.g. individual or business) as well as name and details (e.g. nationality and address).
• Brief description of the property to be assigned.

4.  How much is the document?

The document costs PHP 400 for a one-time purchase. Once purchased you have unlimited use and revisions of this type of document.

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Related Documents.

Activities that involve a Deed of Assignment sometimes use the following documents. You may be interested in them:

Deed of Assignment for Immovable Property

Assign your rights to immovable property (e.g. house, land) to another person

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Philippines Assignment Agreement

This document is accurate and up to date! It was last reviewed by a lawyer in June 2024 .

This agreement is used when one party (the assignor) agrees to assign a contract, or the rights in a contract, or another income/object to a second party (the assignee). In exchange for the assignment, the assignee may give the assignor money or personal property, or forgive a debt or obligation.

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This legal document is also known as:

This form also known as: contract assignment agreement, transfer contract rights form, assignment of cntractural rights

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Difference of Transfer of Rights vs. Deed of Assignment

Deed of assignment (doa).

A Deed of Assignment is a legal document in which one party (assignor) formally assigns specific rights, interests, or responsibilities to another person (assignee). DOAs are often used in a variety of contexts, including real estate sales, contractual rights assignments, debt assignments, intellectual property transfers, and more.

A DOA normally necessitates a formal contract outlining the terms and conditions of the assignment, including the persons involved, the rights being transferred, any compensation (money or value exchanged), and other pertinent elements. Depending on the nature of the rights being assigned, a DOA may require notarization or registration with the proper government body in order to be legally enforceable.

TRANSFER OF RIGHTS 

A Transfer of Rights is a wider term that incorporates many methods of transferring rights from one party to another. It can include assignments, conveyances, endorsements, and other types of rights transfers. Transfer of Rights can be utilized in a variety of circumstances, including contracts, real estate transactions, inheritance, and legal settlements.

The formalization of a Transfer of Rights can differ depending on the circumstances and the type of rights being transferred. Contracts, deeds, endorsements, and court orders are examples of legal papers. The legal requirements for a Transfer of Rights are determined by the nature of the transaction and the rights being transferred. Some transactions may need to be notarized or registered, while others may not.

Difference between deed of Assignment and Transfer of Rights

In summary, a Deed of Assignment is a sort of legal document that is often used for various transactions to transfer specific rights, interests, or responsibilities from one party to another. 

Transfer of Rights , on the other hand, is a broader notion that incorporates several techniques of transferring rights and can be applied in a wide range of legal and financial scenarios. 

DOAs and rights transfers may both require legal procedures to assure their legitimacy and enforceability.

Difference between Deed of Sale and Deed of Assignment

A deed of sale is a contract entered into by the parties where the property shall be transferred by the seller to the buyer subject upon the payment of the purchase price. What is being transferred during the sale is not just the property itself, but the ownership, possession, usage, and rights to the property therein. While a deed of sale is evidence of the transfer of the property from the seller to the buyer, the deed of sale also has another purpose. 

It also serves as a notice to those who wish to buy the property that the ownership and rights to the property have now gone from the original owner to the current owner of the property. 

When the sale is deemed as absolute, it means that there are no other conditions to the sale, only the payment of the purchase price indicated in the deed of sale.  

A deed of assignment , on the other hand, is a contract entered into by parties, wherein by way of assignment, the assignor transfers property ownership to the assignee. In assignment, the rights of the assignor are being transferred to the assignee. The obligations of the assignor are likewise being transferred to the assignee. In effect, the assignor no longer is a part of the original contract as he or she is being replaced by the assignee. 

Note that for the assignment to be valid, there must be an agreement or consent by the original parties to the contract that an assignment shall be taking place.  

What happens when one Transfers Rights? 

When one transfers rights , one does not necessarily totally relinquish all of his rights over the property being transferred to another. 

When there are concerns with the completeness or clarity of a property’s title, this can be used. In such instances, a DOA can assist with addressing and resolving these concerns by formally transferring any transferable rights or interests.

For example, if the title is indistinct. If there are ambiguities, disagreements, or conflicting claims regarding a property’s ownership or rights, a DOA may be used to transfer any legal, clear, and indisputable rights to another party. This can help to clarify ownership and possibly settle title concerns.

Another example is when a DOA can be used to transfer any existing rights that are backed by available documentation when some required documents for a complete property title are missing or unavailable.

If a property has multiple co-owners or partial owners, a DOA can be used to transfer the interests of the other co-owners to the desired owner(s). Another situation is that when the existing title documentation contains errors or inconsistencies, a DOA can be used to fix these issues by transferring the correct and exact rights to the appropriate parties.

When someone transfers rights to another party, they do not necessarily relinquish all rights to the property or subject matter being transferred. The amount of the transfer and the precise rights involved can vary greatly depending on the wording of the transfer agreement and the parties’ intentions.

Many times when rights are transferred, the transferor (the party transferring the rights) retains some rights or interests while handing particular rights to the transferee (the party receiving the rights). This provides for more flexible arrangements that may be adjusted to both parties’ requirements and aims.

The rights, ownership, and possession of the property depends upon what kind of transfer of rights was done. There are instances when one transfers rights wherein the usage and possession of the property shall be with the other, however the owner shall retain the ownership of the property. Some of the ways where one may transfer rights are through will, gifts, donation, sale, and deed. 

A transfer through deed requires formalities indicated in an instrument, stipulating the necessary information and signatories therein.        

Need further information and assistance regarding the difference of transfer or rights and deed of sale or deed of assignment in the Philippines?  Talk to our team at FILEDOCSPHIL to know more about the requirements and process. Call us today at (+632) 8478 5826 or send an email to [email protected] for more information.

Classifications of contracts – Contracts Law

Contracts may be classified as follows:

1) Consensual contracts – essential requisites

2) Formal / solemn contracts – essential requisites + formality/solemnity

3) Real contracts – essential requisites + delivery of object

1. Consensual contracts

“Consensual contracts” – refer to contracts that are perfected by mere consent.

The essential requisites of a consensual contract are as follows:

1) Consent;

2) Object; and

3) Consideration.

Contracts are perfected by mere consent, and from that moment the parties are bound not only to the fulfillment of what has been expressly stipulated but also to all the consequences which, according to their nature, may be in keeping with good faith, usage and law. (Article 1315, Civil Code)

Contracts shall be obligatory, in whatever form they may have been entered into, provided all the essential requisites for their validity are present. (Article 1356, Civil Code)

These essential requisites last mentioned are normally (1) consent (2) proper subject matter, and (3) consideration or causa for the obligation assumed (Article 1318). 3 So that once the three elements exist, the contract is generally valid and obligatory, regardless of the form, oral or written, in which they are couched. ( Dauden-Hernandez v. De Los Angeles , En Banc , G.R. No. L-27010, 30 April 1969)

b. Requirements

The following are the essential requirements of a consensual contract:

3) Causa ( i.e. consideration).

It is thus seen that to the general rule that the form (oral or written) is irrelevant to the binding effect inter partes of a contract that possesses the three validating elements of consent, subject matter, and causa, Article 1356 of the Code establishes only two exceptions, to wit:

(a) Contracts for which the law itself requires that they be in some particular form (writing) in order to make them valid and enforceable (the so-called solemn contracts)…

(b) Contracts that the law requires to be proved by some writing (memorandum) of its terms, as in those covered by the old Statute of Frauds, now Article 1403(2) of the Civil Code. Their existence not being provable by mere oral testimony (unless wholly or partly executed), these contracts are exceptional in requiring a writing embodying the terms thereof for their enforceability by action in court. ( Dauden-Hernandez v. De Los Angeles , En Banc , G.R. No. L-27010, 30 April 1969)

3. Solemn or formal contracts

Contracts for which the law itself requires that they be in some particular form (e.g. in writing) in order to make them valid and enforceable (the so-called solemn contracts). ( Dauden-Hernandez v. De Los Angeles , En Banc , G.R. No. L-27010, 30 April 1969)

“Solemn contracts” or “Formal contracts” – refer to contracts that require a solemnity or a formality in addition to the essential requisites in order to be perfected.

The essential requisites of a solemn/formal contract are as follows:

3) Consideration; and

4) Solemnity or formality.

The solemnity or formality depends on the law applicable to a contract.

… when the law requires that a contract be in some form in order that it may be valid or enforceable, or that a contract be proved in a certain way, that requirement is absolute and indispensable. In such cases, the right of the parties stated in the following article cannot be exercised. (Article 1356, Civil Code)

If the law requires a document or other special form, as in the acts and contracts enumerated in the following article, the contracting parties may compel each other to observe that form, once the contract has been perfected. This right may be exercised simultaneously with the action upon the contract.(Article 1357, Civil Code)

c. Solemnity or formality

1) in a public document.

The following must appear in a public document:

1) Acts and contracts which have for their object the creation, transmission, modification or extinguishment of real rights over immovable property; sales of real property or of an interest therein a governed by Articles 1403, No. 2, and 1405;

2) The cession, repudiation or renunciation of hereditary rights or of those of the conjugal partnership of gains;

3) The power to administer property, or any other power which has for its object an act appearing or which should appear in a public document, or should prejudice a third person;

4) The cession of actions or rights proceeding from an act appearing in a public document. (Article 1358, Civil Code)

In order that the donation of an immovable may be valid, it must be made in a public document, specifying therein the property donated and the value of the charges which the donee must satisfy.(Article 749, Civil Code)

2) In a private document ( i.e. in writing)

The following must be in writing:

a) Contracts exceeding Php500.00

All other contracts [excluding those required to be in a public document under Article 1358] where the amount involved exceeds five hundred pesos must appear in writing, even a private one. But sales of goods, chattels or things in action are governed by Articles, 1403, No. 2 and 1405. (Paragraph 2, Article 1358, Ibid. )

b) Donation of movables in excess of Php500.00

If the value of the personal property donated exceeds five thousand pesos, the donation and the acceptance shall be made in writing, otherwise, the donation shall be void. (Paragraph 3, Article 748, Ibid. )

c) Interest payments

No interest shall be due unless it has been expressly stipulated in writing. (Article 1956, Civil Code)

d) Limitation of liability between common carrier and shipper or owner

A stipulation between the common carrier and the shipper or owner limiting the liability of the former for the loss, destruction, or deterioration of the goods to a degree less than extraordinary diligence shall be valid, provided it be:

1) In writing, signed by the shipper or owner;

2) Supported by a valuable consideration other than the service rendered by the common carrier; and

3) Reasonable, just and not contrary to public policy. (Article 1744, Civil Code)

e) Contract of partnership with immovable property contributed

A contract of partnership is void, whenever immovable property is contributed thereto, if an inventory of said property is not made, signed by the parties, and attached to the public instrument. (Article 1773, Civil Code)

f) Real estate agent’s authority

When a sale of a piece of land or any interest therein is through an agent, the authority of the latter shall be in writing; otherwise, the sale shall be void. (Article 1874, Civil Code)

g) Contract of antichresis

The amount of the principal and of the interest shall be specified in writing; otherwise, the contract of antichresis shall be void. (Article 2134, Civil Code)

h) Express warranty under Consumer Act ( see Article 68, R.A. 7394)

I) policy of insurance ( see section 49, p.d. 612 or the insurance code, as amended), 3. real contracts.

“Real contracts” – refer to contracts wherein delivery of the object is required in order to be perfected.

Real contracts, such as deposit, pledge and commodatum, are not perfected until the delivery of the object of the obligation. (Article 1316, Civil Code)

Examples of real contracts requiring delivery to be perfected:

1) Deposit ( Ibid .);

2) Pledge ( Ibid .);

3) Commodatum ( Ibid .);

4) Movable with value less than Php500.00 (Paragraph 2, Article 748, Ibid. ).

An oral donation requires the simultaneous delivery of the [movable] thing or of the document representing the right donated. ( Ibid. )

⦁ Book IV, Republic Act No. 386, Civil Code

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Debt Assignment and Assumption Agreement

A Debt Assignment and Assumption Agreement is a document whereby one party (the "assignor") assigns their debt to another party (the "assignee"), and the assignee agrees to pay the debt to the assignor's creditor.

A Debt Assignment and Assumption Agreement presumes that there is a debt that the assignor needs to pay to the creditor . This debt could arise from any circumstance, including a loan or maybe an unpaid contract of sale or services . In any case, this debt is then assigned (or transferred) to the assignee who will now have the obligation to pay the creditor . The parties may also choose whether the entire debt will be assigned or only a portion of it.

This document offers the option of having the debt transferred to the assignee completely or that the assignor and the assignee will be liable for the debt together . In the first option, the creditor will no longer have the right to ask for payment from the assignor even if the assignee fails to pay. In the second option, the creditor should first ask for payment from the assignee and, if the assignee fails to pay, they can ask for payment from the assignor. Either way, the creditor should sign and agree to the terms of the Debt Assignment and Assumption Agreement.

How to use this document

The user should enter all the information necessary to complete the document. This includes the names and addresses of the assignor, the assignee, and the creditor, the total amount of the debt, and, if only a portion of the debt will be transferred, the amount that will be transferred. Once the document is completed, it should be carefully reviewed by all the parties and, if the document is correct, it should be signed by all the parties.

Each party should keep a copy of the document for their records.

Notarizing the document

If the parties would want to notarize the Debt Assignment and Assumption Agreement, the document also includes an Acknowledgment portion. Notarization of the document converts the document from a private document to a public document so that it becomes admissible in court without need of further proof of its authenticity.

To notarize the document, the parties must print and sign an extra copy (for the notary public) of the document and bring all the copies to a notary public to acknowledge that they have signed the Debt Assignment and Assumption Agreement freely and voluntarily . They should also present a valid I.D. issued by an official agency bearing their photograph and signature such as a driver's license or a passport, among others.

Notarizing this document is optional .

Once notarized, the parties should each keep at least one (1) copy of the notarized document and the notary public will also keep one (1) copy for their notarial book.

Applicable law

The laws on contracts and obligations under the Civil Code of the Philippines apply.

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Debt Assignment and Assumption Agreement - template

Country: Philippines

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Gender and Environment Data National Consultant for the Philippines (Filipino national only)

Advertised on behalf of.

Home Based (Manila, Philippines)

Type of Contract :

Individual Contract

Starting Date :

Application deadline :.

03-Jul-24 (Midnight New York, USA)

Post Level :

National Consultant

Duration of Initial Contract :

Time left :, languages required :.

English  

Expected Duration of Assignment :

July 2024 – 31 January 2025

UNDP is committed to achieving workforce diversity in terms of gender, nationality and culture. Individuals from minority groups, indigenous groups and persons with disabilities are equally encouraged to apply. All applications will be treated with the strictest confidence. UNDP does not tolerate sexual exploitation and abuse, any kind of harassment, including sexual harassment, and discrimination. All selected candidates will, therefore, undergo rigorous reference and background checks.

Background/Context

UN Women, grounded in the vision of equality enshrined in the Charter of the United Nations, works for the elimination of discrimination against women and girls; the empowerment of women; and the achievement of equality between women and men as partners and beneficiaries of development, human rights, humanitarian action and peace and security.

The nexus between gender and climate change presents a complex and pressing issue that demands broadened understanding and attention. Unpacking gender dimensions within climate-related concerns, policies and programmes is important to enhance social, economic, and environmental outcomes. In particular, exploring the gender and climate change nexus is key to reducing gender vulnerability, the differentiated impacts of disasters and climate change on women and men, promoting the empowerment and opportunities of women and men in all their diversities, enhancing their access to environmental decision-making, and ensuring a just transition.

Data plays a critical role in uncovering gender-climate change nexus issues, informing actions, and supporting the monitoring of policy implementation and outcomes. The statistical community at various levels has been advancing statistical guidance and tools in the areas of gender, climate change, and the intertwining between the two. They include, for instance, the Global Set of Climate Change Statistics and Indicators , the System of Environmental-Economic Accounting and Climate change , the Asia-Pacific Disaster-related Statistics Framework , the Asia-Pacific Gender-Environment Indicators , and the Model Questionnaire on Gender and the Environment . Understanding particular circumstances, needs, and priorities of countries is essential for policy-relevant applications of these tools and guidance in addressing national gender-climate change concerns.

Monitoring SDG implementation at the national level is challenging. Data availability, coordination across the entire statistical system, technical capacity, and access to IT infrastructure are key barriers for member States to measure their progress towards achieving the SDGs. The context-specific challenges faced by each country in measuring the SDGs require tailored solutions. Given the cross-cutting nature of the SDGs and the increasing demand for timely, granular, and relevant official statistics, there is a clear need for the coordination of data from different areas to facilitate the production of more comprehensive and granular statistics that span the economy, society, and environment.

In this connection UN Women is seeking to engage a national consultant in the Philippines to support implementation of the project, supervised by the project managers at ESCAP and UN Women. The consultant will support production and use of selected priority indicators and statistics to understand the gender-climate change nexus and inform related policy.

The purpose of the consultancy is to improve the availability, accessibility and use of quality data and official statistics in support of sustainable development in Asia and the Pacific

The consultant will be reporting to Regional Gender Statistics Specialist, UN Women Regional Office for Asia and the Pacific.

Duties and Responsibilities

Ultimate result of service

To build government capacity to identify existing national data sources toward the production of gender-climate change indicators based on national needs and priorities; and analyze/synthesize the data in user-friendly formats that respond to decisionmakers' needs.

Activity 1: Support to the national government of the Philippines

• Provide inputs to the design, and preparations of an initial multistakeholder national priority-setting (in-person) workshop to identify key information needs and priority areas for measurement, including identification of relevant national stakeholders for the project
• Prepare presentations and materials and co-facilitate the national multistakeholder workshop and document workshop outcomes for further planning of national/regional activities
• Develop a concept note for the national implementation of project activities based on discussions at the multistakeholder national workshop, as well as research on what data is available, and what is needed to bridge the gap to policy
• Work with relevant national stakeholders to identify relevant national data sources and produce/compile priority indicators as identified by national stakeholders                     
• Conceptualize and support relevant national stakeholders on the development of a knowledge product/s and dissemination materials e.g. policy briefs, infographics, social media posts etc., depending on national need, with key policy messages
• Finalize national dissemination material(s) after feedback from national stakeholders

Activity 2: Regional level work

• Prepare country to participate in a regional workshop to share/exchange the project experience, outputs, and good practices
• Participate in and facilitate relevant sessions as needed at the regional workshop

Consultant’s Workplace and Official Travel

This is a home-based consultancy. In the event of necessary travel on mission, travel costs and Daily Subsistence Allowance (DSA) will be provided. Travel Authorization will be granted to the consultant prior to the travel date.

Competencies

Core Values: 

• Respect for Diversity 
• Integrity 
• Professionalism 

Core Competencies: 

• Awareness and Sensitivity Regarding Gender Issues 
• Accountability 
• Creative Problem Solving 
• Effective Communication 
• Inclusive Collaboration 
• Stakeholder Engagement 
• Leading by Example 

Please visit this link for more information on UN Women’s Core Values and Competencies:  

https://www.unwomen.org/en/about-us/employment/application-process#_Values  

Required Skills and Experience

Education and Certification:

• Master’s Degree in social sciences, statistics, demography, communications or related fields

       •   A first-level university degree in combination with two additional years of qualifying experience may be accepted in lieu of the advanced university degree.

Required Qualifications

Experience:

• A minimum 5 years of work experience on analyzing, producing, or reprocessing social/gender data in coordination with national government institutions, is required.
• Experience in gender data analysis or climate data analysis, interpretation and synthesis is required.
• Familiarity with inequity and gender frameworks is desirable.
• Experience in coordinating government entities, conceptualizing and organizing national dialogues is desirable.
• Fluency in both English and the national language (speaking and writing) is required.

How to Apply 

• Personal CV or P11 (P11 can be downloaded from: https://www.unwomen.org/sites/default/files/Headquarters/Attachments/Sections/About%20Us/Employment/UN-Women-P11-Personal-History-Form.doc )
• A cover letter (maximum length: 1 page)
• 1 or 2 samples of materials (e.g. reports, presentations, papers) led by the applicant, showcasing data on gender and/or the environment (preferably where data has been generated by the applicant) will be requested from shortlisted candidates.

Diversity and Inclusion Statement:

At UN Women, we are committed to creating a diverse and inclusive environment of mutual respect. UN Women recruits, employs, trains, compensates, and promotes regardless of race, religion, color, sex, gender identity, sexual orientation, age, ability, national origin, or any other basis covered by appropriate law. All employment is decided on the basis of qualifications, competence, integrity and organizational need. 

If you need any reasonable accommodation to support your participation in the recruitment and selection process, please include this information in your application. 

UN Women has a zero-tolerance policy on conduct that is incompatible with the aims and objectives of the United Nations and UN Women, including sexual exploitation and abuse, sexual harassment, abuse of authority and discrimination.  All selected candidates will be expected to adhere to UN Women’s policies and procedures and the standards of conduct expected of UN Women personnel and will therefore undergo rigorous reference and background checks. (Background checks will include the verification of academic credential(s) and employment history. Selected candidates may be required to provide additional information to conduct a background check.)