Short answer. When the words of a contract conflict with the evident intention of the parties, Article 1370 of the Civil Code gives priority to the intention. The literal text controls only when it is clear and leaves no doubt about what the parties meant. Where the words contradict an obvious intent, intent prevails.
What the law says
If the words appear to be contrary to the evident intention of the parties, the latter shall prevail over the former.
Civil Code, Article 1370 — Literal Meaning Controls; Intent Prevails. Read the full provision →
The two-rule structure of Article 1370
Article 1370 of the Civil Code sets out a two-step approach to contract interpretation. The first rule: "If the terms of a contract are clear and leave no doubt upon the intention of the contracting parties, the literal meaning of its stipulations shall control." Clear, unambiguous language is taken at face value. The second rule applies only when the first fails: "If the words appear to be contrary to the evident intention of the parties, the latter shall prevail over the former." Intention defeats the text when the text contradicts it.
When the second rule applies
The second rule of Article 1370 requires two things to be true simultaneously: the words must appear to say something, and the parties' intention must have been evidently something else. This is not a license to ignore clear contract language simply because one party now wishes it said something different. The intention must be evident — meaning it emerges clearly from the contract as a whole, from the circumstances of its execution, from the parties' conduct, or from the purpose the contract was designed to serve.
Proving the evident intention
A party arguing that its evident intention should prevail over the written words needs to show more than a self-serving assertion about what was really meant. Courts look to the entire contract document, not just the disputed clause; to the parties' conduct before, during, and after execution; to correspondence and negotiations if available; and to the commercial purpose the contract was meant to accomplish. The clearer and more consistent the evidence of intention, the stronger the case for departing from the literal text.
Practical advice when the words have gone wrong
If you are in a dispute where the written words say something you did not intend, or where you believe the other party is relying on the literal text to achieve a result that was never agreed upon, Article 1370 provides a statutory basis for arguments based on evident intention. However, courts are cautious about displacing clear contract language, and the outcome will depend heavily on the specific evidence of intention available. Reviewing the full contract, all pre-contract communications, and subsequent conduct with a lawyer is the appropriate starting point.
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.
- Metropolitan Bank & Trust Company vs. G & P Builders, Incorporated, Spouses Elpidio and Rose Violet Paras, Spouses Jesus and Ma. Consuelo Paras and Victoria Paras, G.R. No. 189509, November 23,2015 — read the decision on LawPhil →
- Enrique C. Abad, et al. vs. Goldloop Properties, Inc, G.R. No. 168108, April 13, 2007 — read the decision on LawPhil →
- Spouses Lourdes V. Rafael and Raul I. Rafael vs. Government Service Insurance System (GSIS), G.R. No. 252073, July 18, 2022 — read the decision on LawPhil →
- Carlos J. Valdes, Gabriel A.S. Valdes, Fatima Dela Conception and Asuncion V. Mercado, G.R. No. 208140, July 12, 2021 — read the decision on LawPhil →