Short answer. Article 1307 gives a four-step hierarchy: first, whatever you and the other party actually stipulated; then the Civil Code's general provisions on contracts and obligations; then the rules for whichever named contract your agreement most resembles; and finally local custom.
What the law says
Innominate contracts shall be regulated by the stipulations of the parties, by the provisions of Titles I and II of this Book, by the rules governing the most analogous nominate contracts, and by the customs of the place.
Civil Code, Article 1307 — Innominate Contracts. Read the full provision →
Not having a name does not leave a contract unregulated
Article 1307 exists precisely for contracts, like yours, that do not match a type the Civil Code specifically named and regulated — a sale, a lease, a partnership, and so on. Innominate contracts shall be regulated by the stipulations of the parties, by the provisions of Titles I and II of this Book, by the rules governing the most analogous nominate contracts, and by the customs of the place. The absence of a specific label does not mean the absence of rules; the article supplies a sequence for filling in what your agreement did not spell out.
Step one: what you actually agreed to
The first and most important source is your own agreement. Whatever the two of you actually stipulated governs first, before any default rule from the Code comes into play. This reflects the general principle that parties are free to set the terms of their own contract, and an innominate contract is no exception — the fact that it has no name does not diminish the weight given to what you actually wrote or agreed to.
Step two and three: general rules, then the closest named contract
Where your stipulations are silent on a point, the Civil Code's general provisions on obligations and contracts apply next, since those govern contracts broadly regardless of type. If a gap remains even after that, the article directs you to the rules for whichever named, or nominate, contract your agreement most closely resembles. This step requires actually comparing your arrangement's substance against the recognized contract types to find the best analogy, rather than picking one arbitrarily.
The last resort: local custom
Only after stipulations, general provisions, and the closest analogous contract have all been exhausted does the article turn to the customs of the place. This positions custom as a genuine gap-filler of last resort, not a source that competes with what you actually agreed to or with the Code's own general and analogous rules. In practice, most disputes over an innominate contract are resolved well before reaching this final step, once the actual stipulations and the closest matching contract type are properly identified.
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.
- Lorenzo Willy, substituted by his heirs, namely: Felicidad D. Willy, Betty Willy Cadangen, Tony, G.R. No. 207051, December 1, 2021 — read the decision on LawPhil →
- Jose Caoibes, Jr., et al. vs. Corazon Caoibes-Pantoja, G.R. No. 162873, July 21, 2006 — read the decision on LawPhil →