Short answer. No. Under Article 1235 of the Civil Code, when a creditor accepts performance knowing it is incomplete or irregular and raises no protest or objection at the time, the obligation is legally deemed fully complied with. That silence at acceptance forecloses a later complaint.
What the law says
When the obligee accepts the performance, knowing its incompleteness or irregularity, and without expressing any protest or objection, the obligation is deemed fully complied with.
Civil Code, Article 1235 — Acceptance of Incomplete Performance. Read the full provision →
What Article 1235 requires and what it does
Article 1235 operates on three conditions. First, the creditor (called the obligee) must have actually accepted the performance — not merely received it temporarily or under protest. Second, acceptance must have happened while the creditor knew the performance was incomplete or irregular. Third, the creditor must have raised no protest or objection at that moment. When all three conditions are met, the law treats the obligation as fully satisfied. The rationale is straightforward: the creditor who accepts what they know is short, without a word of complaint, signals that they are content with what they received.
Knowledge is the critical element
The most important element is the creditor's knowledge. If the creditor genuinely did not know the delivery was incomplete — say, because the deficiency was hidden inside sealed packaging — Article 1235 does not apply. The obligation is only deemed extinguished when the creditor accepted knowing the gap. If you are the debtor invoking this rule, you may need to show that the creditor was aware: evidence that the shortfall was visible, that it was discussed before acceptance, or that the creditor inspected and received anyway are all relevant.
What counts as protest or objection
Protest or objection does not need to be formal or written to preserve the creditor's right to complain later. A verbal statement at the time of acceptance — "I'm receiving this, but I note it is short" — or a written receipt that flags the discrepancy would typically satisfy the requirement. What does not work is silence at acceptance followed by a complaint weeks later. The protest must be contemporaneous with the acceptance. If the creditor accepted quietly and only raised issues afterward, Article 1235 extinguishes the claim.
Practical implications for both sides
For debtors: if you handed over less than what was owed, keep evidence that the creditor accepted without protest — a signed delivery receipt with no noted exceptions, a message thread where the creditor confirms receipt without issue, or a witness to a silent acceptance. For creditors: if you accept a delivery and it is short, say so immediately and in writing. Do not sign a clean receipt and plan to complain later. The law reads your silence as consent, and that silence will be used against you in any subsequent dispute.
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.
- Constante Amor De Castro and Corazon Amor De Castro vs. Court of Appeals and Francisco Artigo, G.R. No. 115838, July 18, 2002 — read the decision on LawPhil →
- Southstar Construction and Development Corporation vs. Philippine Estates Corporation, G.R. No. 218966, August 1, 2022 — read the decision on LawPhil →
- Hongkong and Shanghai Banking Corp. (HSBC), Ltd. Staff Retirement Plan (now incorporated as HSBC, G.R. No. 199565 / G.R. No. 199635, June 30, 2021 — read the decision on LawPhil →
- Spouses Gildardo C. Loquellano and Roslina Juliet B. Loquellano vs. Hongkong and Shanghai Banking Corporation, Ltd., Hongkong and Shanghai Banking Corporation-Staff Retirement Plan and Manuel Estacion, G.R. No. 200553, December 10, 2018 — read the decision on LawPhil →