Art. 1223. The divisibility or indivisibility of the things that are the object of
obligations in which there is only one debtor and only one creditor does not alter or
modify the provisions of Chapter 2 of this Title.
Illustration:
Q. What is a divisible obligation?
A. An obligation which may be performed in parts.
Q. What is an indivisible obligation?
A. An obligation which should be performed in its entirety. It cannot be partially performed.
Art. 1224. A joint indivisible obligation gives rise to indemnity for damages from the
time anyone of the debtors does not comply with his undertaking. The debtors who may
have been ready to fulfill their promises shall not contribute to the indemnity beyond the
corresponding portion of the price of the thing or of the value of the service in which the
obligation consists.
Illustration:
Q. What is an example of a joint indivisible obligation?
A. Zita, Amber and Betty are jointly liable to deliver a specific car to Caroline.
Q1. May Caroline compel Zita to deliver the car?
A1. No, this is a joint indivisible obligation.The debt can be enforced only by proceeding
against all the debtors (see Article 1209).
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Q2. The car to be delivered is worth ₱300,000,and Zita and Amber are ready with their
P100,000 each as their share in its purchase. Betty however has no money for her
contribution. If Caroline demands the car from the three of them, what will their liability be?
A2. Betty shall be liable for her share plus damages. Zita and Amber on the other hand, shall
turn over their ₱100,000 each to Caroline. A joint indivisible obligation gives rise to indemnity
for damages from the time anyone of the debtors does not comply with his undertaking. The
debtors who may have been ready to fulfill their promises shall not contribute to the
indemnity beyond the corresponding portion of the price of the thing or of the value of the
service in which the obligation consists.
Q3. If the obligation is solidary, may Caroline compel Zita to deliver the car?
A3. Yes.In a solidary obligation, any one of the solidary debtors is liable for the
entire obligation, with a right to claim reimbursement later from the other debtors.
Art. 1225.For the purposes of the preceding articles, obligations to give
definite things and those which are not susceptible of partial performance shall
be deemed to be indivisible.
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 shallbe divisible.
However, even though the object or service may be physically divisible, an
obligation is indivisible if so provided by law or intended by the parties.
In obligations not to do, divisibility or indivisibility shall be determined by the
character of the prestation in each particular case.
Illustration:
Q. Give an example of an obligation to give a definite thing. Is this obligation divisible or
indivisible?
A. Delivery of a cell phone. This is indivisible.
Q. Give an example of an obligation which is not susceptible of partial performance. Is this
obligation divisible or indivisible?
A. To sing a song. This is indivisible.
Q. Give an example of an obligation which has for its object the execution of a certain number of
days of work. Is this obligation divisible or indivisible?
A. Daniel is going to the US for one week. He contracts Emir to mow his lawn for seven days.
This obligation is divisible by its nature. It may however be indivisible if so intended by the
parties.
Q. What is the Metric System?
A. The metric system is an alternative system of measurement used in most countries, as well
as in the United States. The metric system is based on joining one of a series of prefixes,
including kilo-, hector-, deci-, centi, and milli-, with a base unit of measurement such as meter,
liter, or gram. (www.montereyinstitute.org)
Q. Give an example of an obligation which has for its object the accomplishment of work by
metrical units. Is this obligation divisible or indivisible?
A. A is obliged to put up a 3 kilometerfence on the ranch of B. This obligation is divisible by its
nature. It may however be indivisible if so intended by the parties.
Lam v. Kodak
(G.R. No.167615, January 11, 2016)
Facts:
The Lam Spouses and Kodak Philippines entered into an agreement for the
sale of three (3) units of the Kodak Minilab System
Kodak initially delivered one (1) unit of the Minilab Equipment in Tagum, Davao
Province.
The Lam Spouses however subsequently ordered the depository bank to stop
payment which led to the dishonoring of the checks it issued for payment.
Kodak Philippines, Ltd. canceled the sale and demanded that the Lam
Spouses return the unit it delivered together with its accessories. The Lam Spouses
ignored the demand but also rescinded the contract on account of Kodak Philippines'
failure to deliver the two (2) remaining Minilab Equipment units.
The Lam Spouses assert that the obligations of the parties were not
susceptible of partial performance since the Letter Agreement was for a package deal
consisting of three (3) units. For the delivery of these units, the spouses were obliged
to pay 48 monthly payments, the total of which constituted one debt. Having relied on
Kodak's assurance that the three units would be delivered at the same time, the
spouses simultaneously rented and renovated three stores in anticipation of
simultaneous operations.The spouses argue that the divisibility of the object does not
ne-cessarily determine the divisibility of the obligation since the latter is tested against
its susceptibility to a partial performance. They argue that even if the object is
susceptible of separate deliveries, the transaction
is a indivisible if the parties intended the realization of
all parts of the agreed obligation.
Held:
"... the intention of the parties is for there to be a single transaction covering all
three (3) units of the Minilab Equipment. Respondent's obligation was to deliver all
products purchased under a "package," and, in turn, petitioners' obligation was to pay for
the total purchase price, payable in installments.
"The intention of the parties to bind themselves to an indivisible obligation can be
further discerned through their direct acts in relation to the package deal. There was only
one agreement covering all three (3) units of the Minilab Equipment and their accessories.
The Letter Agreement specified only one purpose for the buyer, which was to obtain these
units for three different outlets. If the intention of the parties were to have a divisible
contract, then separate agreements could have been made for each Minilab Equipment
unit instead of covering all three in one package deal. Furthermore, the 19% multiple
order discount as contained in the Letter Agreement was applied to all three acquired
units. The "no downpayment" term contained in the Letter Agreement was also
appli-cable to all the Minilab Equipment units. Lastly, the fourth clause of the Letter
Agreement clearly referred to the object of the contract as "Minilab Equipment Package."
“In ruling that the contract between the parties intended to cover divisible
obligations, the Court of Appeals highlighted:(a) the separate purchase price of each item;
(b) petitioners' acceptance of separate deliveries of the units; and (c) the separate
payment arrangements for each unit. However, through the
specified terms and conditions, the tenor of the Letter Agreement indicated an intention for a
single tran-saction. This intent must prevail even though the articles involved are physically
separable and capable of being paid for and delivered individually, consistent with the New
Civil Code:
"Article 1225. For the purposes of the preceding articles, obligations to give
definite things and those which are not susceptible of partial performance shall be
deemed to be indivisible.
“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.
“However, even though the object or service may be physically divisible, an
obligation is indivisible if so provided by law or intended by the parties."