Short answer. It can. Taking benefits under a voidable contract may amount to tacit ratification, which cures the defect and closes off annulment. But that only happens if you already knew of the flaw and the pressure or condition behind it had already stopped when you accepted.
What the law says
Ratification may be effected expressly or tacitly.
Civil Code, Article 1393 — Express or Tacit Ratification. Read the full provision →
Ratification does not have to be in writing
The Civil Code says ratification may be effected expressly or tacitly. Express ratification is the easy case — you sign something confirming the deal. Tacit ratification is what catches people out: you never say you approve, but you behave in a way that only makes sense if you do. Collecting instalments, moving into the property, drawing the salary, reselling the goods — conduct like this can speak louder than a signature. The law does not ask whether you privately intended to keep your options open. It asks what your act, viewed objectively, necessarily implies.
Three conditions must line up before you lose the right
Tacit ratification is not automatic. The article sets three requirements, and all of them must be present. First, you must have had knowledge of the reason which renders the contract voidable — you cannot ratify a defect you did not know existed. Second, that reason must already have ceased. Third, the act you performed must necessarily imply an intention to waive. Money accepted while a threat is still hanging over you does not ratify anything, because the vice has not stopped. Neither does money accepted before you discovered the fraud.
Why an act must <em>necessarily</em> imply waiver
The statute chooses its words carefully. The conduct must necessarily imply an intention to give up the right, not merely be consistent with it. An act that has an innocent explanation — receiving a payment to reduce your losses, staying in a house because you have nowhere else to go, continuing to work while you take legal advice — is ambiguous, and ambiguity does not extinguish a right this serious. The party arguing that you ratified has to point to conduct that cannot sensibly be read any other way. That said, the longer you accept and the more freely you do it, the harder the innocent reading becomes.
What this rule does not cover
This applies to voidable contracts — those flawed by mistake, violence, intimidation, undue influence, fraud, or the incapacity of one party. A contract that is void from the start cannot be ratified at all, no matter what anyone accepts; the defect there is not curable by conduct. Ratification also does not stretch time indefinitely: annulment must be brought within the period the law allows, and a contract you never ratified can still slip out of reach through sheer delay. If you believe a contract you are party to is voidable, the practical move is to stop taking benefits under it and put your objection on record in writing before your own conduct answers the question for you.
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.
- Philippine Free Press, Inc. vs. Court of Appeals, et al, G.R. No. 132864, October 24, 2005 — read the decision on LawPhil →
- Estate of Valeriano C. Bueno and Genoveva I. Bueno, represented by Valeriano I. Bueno, G.R. No. 205810, September 9, 2020 — read the decision on LawPhil →
- ECE Realty and Development, Inc. vs. Rachel G. Mandap, G.R. No. 196182, September 1, 2014 — read the decision on LawPhil →
- Sps. Fernando and Lourdes Viloria vs. Continental Airlines, Inc, G.R. No. 188288, January 16, 2012 — read the decision on LawPhil →