Short answer. No. Article 1473 says the fixing of the price can never be left to the discretion of one of the contracting parties. A clause letting the seller name the price later is ineffective, though if he names a price and you accept it, the sale is perfected at that point.
What the law says
The fixing of the price can never be left to the discretion of one of the contracting parties. However, if the price fixed by one of the parties is accepted by the other, the sale is perfected.
Civil Code, Article 1473 — Price Cannot Be Left to One Party. Read the full provision →
Why the rule is absolute
Article 1473 is one of the few provisions in the law of sales that admits no stipulation to the contrary: The fixing of the price can never be left to the discretion of one of the contracting parties. However, if the price fixed by one of the parties is accepted by the other, the sale is perfected. The reason is that price is not a detail of the bargain but half of it. If one side may set it afterwards at whatever figure suits him, the other has agreed to nothing measurable, and what looks like a contract is really an offer that one party can fill in later at the other's expense.
Acceptance is what saves it
The second sentence is the practical half. A seller who quotes his figure is making a proposal, and the moment you accept it there is a meeting of minds on the thing and on the price, which under Article 1475 is exactly when a contract of sale is perfected. So a supply agreement that says prices will be advised by the seller is not a trap; it simply means nothing is sold until you take each quotation. What you cannot do is be bound in advance to whatever he later decides, and a clause purporting to bind you that way does not acquire force merely because you signed it.
What the law does allow
The prohibition is on one party's discretion, not on leaving the figure open. A price is certain if it is fixed by reference to another thing certain, or left to the judgment of a person both sides chose under Article 1469. Article 1472 recognises prices set by what the thing would fetch on a definite day or in a particular exchange or market, including a stated amount above or below that, provided the amount is certain. Those all work because the figure comes from something outside the parties, and neither side can move it once the contract is signed.
If goods were already delivered
The awkward case is where performance ran ahead of the paperwork and the price was never validly fixed. Article 1474 answers it: where the price cannot be determined the contract is inefficacious, but if the thing or any part of it has been delivered to and appropriated by the buyer, he must pay a reasonable price for it. What is reasonable is a question of fact, so evidence of the market rate, the seller's own published prices and what comparable customers paid becomes the argument. Keep the quotations, delivery receipts and price lists that were current on the delivery dates.
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.
- Nicasio Macutay vs. Sosima Samoy, et al, G.R. No. 205559, December 2, 2020 — read the decision on LawPhil →
- Consolidated Rural Bank (Cagayan Valley), Inc., vs. The Honorable Court of Appeals, et al, G.R. No. 132161, January 17, 2005 — read the decision on LawPhil →
Related provisions
- Civil Code, Article 1473 — Price Cannot Be Left to One Party
- Civil Code, Article 1469 — Price Certain
- Civil Code, Article 1472 — Price by Reference to an Exchange or Market
- Civil Code, Article 1474 — Indeterminable Price; Reasonable Price
- Civil Code, Article 1475 — Perfection of the Sale