There is a lasting doubt about a clause in a donation or other gratuitous contract — how does the law say the doubt should be resolved?

This rule is a last resort, not a starting point

Article 1378 only comes into play once the ordinary tools for interpreting a contract have already failed. It applies "when it is absolutely impossible to settle doubts by the rules established in the preceding articles." That phrase matters: this is not the first place to look when a clause is unclear. The Civil Code has other interpretation rules meant to be tried first, and Article 1378 exists for the genuinely stubborn cases where those other rules leave the doubt unresolved.

The rule for gratuitous contracts: favor the least transmission

For a donation or any other gratuitous contract, once that last-resort threshold is reached, the article supplies a clear tie-breaker: the doubts refer to incidental circumstances of a gratuitous contract, the least transmission of rights and interests shall prevail. In plain terms, when a doubt genuinely cannot be resolved any other way, the interpretation that transfers the least in rights and interests to the recipient wins out. The law leans toward the reading that gives away less, not more, when a gift's incidental terms are unclear.

Why gratuitous contracts get this particular tilt

This preference makes sense given what a gratuitous contract actually is: the donor is giving something for nothing in return. Because the donee is not paying for what they receive, the law is cautious about stretching an unclear clause into a larger gift than the donor may have actually intended. Favoring the least transmission of rights protects the donor's interest in not being read into a more generous commitment than the words genuinely support, when those words leave real ambiguity about incidental details.

This differs from the rule for onerous contracts, and has a limit

Article 1378 does not treat every kind of contract the same way. Where the contract is onerous, meaning both sides give something in exchange, the article instead favors the greatest reciprocity of interests, a different tilt entirely. The article also draws a hard line beyond mere incidental doubt: if the doubt goes to the principal object of the contract, so much so that the parties' actual intention cannot be known at all, the contract is void rather than merely interpreted one way or the other.

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.

• Merlinda Plana vs. Lourdes Tan Chiua and Heirs of Ramon Chiang, G.R. No. 250636, January 10, 2023 — read the decision on LawPhil →
• Heirs of Mary Lane R. Kim, represented by Kim Sung II, Janice Kim, G.R. No. 249247, March 15, 2021 — read the decision on LawPhil →
• Spouses Rene Luis Godinez and Shemayne Godinez vs. Spouses Andrew T. Norman and Janet, G.R. No. 225449, February 26, 2020 — read the decision on LawPhil →
• United Planters Sugar Milling Co., Inc. (UPSUMCO) vs. The Honorable Court of Appeals, et al, G.R. No. 126890, April 2, 2009 — read the decision on LawPhil →

Related provisions

• Civil Code, Article 1378 — Doubts of Last Resort