Short answer. It is not all-or-nothing. Article 1384 of the Civil Code provides that rescission shall be only to the extent necessary to cover the damages caused. Where undoing part of the transaction repairs the injury, that is as far as the remedy goes; the rest of the contract stands.
What the law says
Rescission shall be only to the extent necessary to cover the damages caused.
Civil Code, Article 1384 — Rescission Limited to Damage. Read the full provision →
A remedy measured by the harm
Rescission in this part of the Civil Code is not a punishment for a bad contract; it is a repair. The rule fixes the size of the remedy to the size of the injury. If a debtor sold five parcels of land and the creditor's unpaid claim can be satisfied by unwinding two of them, the sale of the other three is left alone. The buyer keeps what is not needed to make the injured party whole, and the transaction is disturbed no further than necessary. This is why the remedy is often described as subsidiary and limited — it exists to cover damage, and once the damage is covered it has done its work.
Who this protects, and who it binds
The rule protects three groups at once. The injured party gets a real remedy rather than a symbolic one. The other contracting party is spared the total loss of a bargain that was only partly objectionable. And third persons who deal with the property downstream are exposed only to the slice of the transaction that had to be undone. That last point matters commercially: a contract is not rendered wholly unsafe because a portion of it can be attacked. It also cuts against the injured party who hopes to use rescission as leverage to escape an entire deal he has simply come to regret. The measure is the damage, not the disappointment.
What this article does not decide
Article 1384 answers how much may be rescinded. It does not answer whether rescission is available in the first place — that depends on the ground being invoked and on the rules governing rescissible contracts, including the requirement that the injured party have no other legal means to obtain reparation. Nor does it govern the different remedy that arises when one party simply fails to perform a reciprocal obligation, which is a separate mechanism with its own logic. Be careful, too, with contracts that cannot sensibly be split. A single indivisible obligation, or the sale of one house, does not lend itself to partial unwinding, and the practical answer there may still be all or nothing.
What this means if you are bringing or facing the claim
If you are the injured party, quantify the damage early and specifically, because the figure you can prove sets the ceiling on what you can recover through this remedy. Vague allegations of prejudice invite a court to grant less than you hoped. If you are defending, the most productive argument is often not that rescission is unavailable but that it is being sought far beyond what the proven damage justifies — and that a smaller unwinding, or the return of value instead, fully repairs it. Rescission also carries a filing period and requires that what was received be restored. No result can be promised; take advice before choosing this route over a plain action for damages.
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.
- Congregation of the Religious of the Virgin Mary, etc. vs. Emilio Orola, et al, G.R. No. 169790, April 30, 2008 — read the decision on LawPhil →
- The Wellex Group, Inc. vs. U-Land Airlines, Co., Ltd, G.R. No. 167519, January 14, 2015 — read the decision on LawPhil →
- Primelink Properties & Devt. Corp., et al. vs. Ma. Clarita T. Lazatin-Magat, et al, G.R. No. 167379, June 27, 2006 — read the decision on LawPhil →
- Maria Antonia Siguan vs. Rosa Lim, et al, G.R. No. 134685, November 19, 1999 — read the decision on LawPhil →