Short answer. Yes. The default is that rights from an obligation may be passed on, but the Civil Code lets the parties agree otherwise. A clear stipulation against assignment is valid, so a contract can bind the rights to the original party and forbid handing them to a stranger.
What the law says
Subject to the laws, all rights acquired in virtue of an obligation are transmissible, if there has been no stipulation to the contrary.
Civil Code, Article 1178 — Transmissibility of Rights. Read the full provision →
The default rule, and its escape hatch
The Civil Code provides that, subject to the laws, all rights acquired in virtue of an obligation are transmissible, if there has been no stipulation to the contrary. Two ideas sit inside that short sentence. First, the baseline: rights born of a contract are normally transferable, so a party can usually assign what is owed to it or pass its benefit to someone else. Second, the exception the parties themselves may create: "if there has been no stipulation to the contrary" means the parties can agree that the rights stay put. A non-assignment clause is precisely such a stipulation, and the law honours it.
Why parties bar assignment
A ban on assignment is not just legal fussiness. Often the identity of the person you deal with matters — you extended credit because you trusted this buyer, you granted rights because you wanted this particular partner, or you want to keep control over who ends up on the other side of the deal. A non-assignment clause protects that choice. It stops your counterparty from selling its position to a stranger you never agreed to face. Because the clause reflects a genuine interest the parties are free to protect, the law treats it as a legitimate limit rather than an unfair restraint, and enforces it as written.
Draft it clearly, or lose it
Since the general rule favours transmissibility, the burden is on whoever wants to block assignment to say so plainly. Vague language invites the argument that no true "stipulation to the contrary" was made, leaving the default of free transfer in place. A well-drafted clause states which rights cannot be assigned, whether consent of the other party can lift the bar, and what happens if the clause is ignored. It is also worth distinguishing between assigning the benefit of a contract and delegating the duties under it — they are separate questions, and a clause aimed at one does not automatically cover the other.
When it becomes a dispute
Problems usually surface when one side has already purported to assign, and the other objects. Then everything turns on the exact words of the contract: was there a genuine stipulation against assignment, did it cover the right in question, and was any required consent obtained. Certain rights may also be limited by law regardless of what the parties wrote, which is why the article begins "subject to the laws." If you are drafting a clause to lock rights down, or facing an assignment you think your contract forbids, have the wording reviewed before you act — the remedy and its strength depend on that language.
Cases citing this provision
These Supreme Court decisions cite the provision above. We list them so you can read them yourself; the summaries of what each decided are not ours to give.
- Carmelita Leaño, etc. vs. Court of Appeals, et al, G.R. No. 129018, November 15, 2001 — read the decision on LawPhil →