Short answer. No, that specific clause is void. Article 1308 requires a contract to bind both parties, and its validity or compliance cannot be left to the will of just one of them. A clause letting only you decide whether the contract is binding violates this principle of mutuality.
What the law says
The contract must bind both contracting parties; its validity or compliance cannot be left to the will of one of them.
Civil Code, Article 1308 — Mutuality of Contracts. Read the full provision →
The mutuality principle in plain terms
Article 1308 states a foundational rule of contract law: "the contract must bind both contracting parties; its validity or compliance cannot be left to the will of one of them." A contract is, by definition, a meeting of minds that creates obligations for both sides. If one party could simply decide, at will, whether the agreement binds them at all, the arrangement stops functioning as a genuine contract and becomes something the other party cannot actually rely on.
Why your specific clause runs into this rule
A clause stating the contract is binding only if you decide to proceed puts the entire question of validity in your hands alone, which is exactly what Article 1308 prohibits. The other party would have no real assurance the agreement exists at all until you personally choose to honor it, meaning your side of the bargain is not truly an obligation — it is a standing option you can accept or reject as you please, while the other party remains bound regardless.
What being void under this article generally means for the clause
A stipulation that offends the mutuality principle is generally treated as void, meaning it does not produce legal effect. Depending on how central that clause is to the rest of the agreement, its invalidity may affect only that specific provision, leaving the balance of the contract to be interpreted without the offending condition, or it may go further if the entire bargain was structured around one party's unilateral discretion to be bound. Either way, a court is not going to enforce the contract as though your unilateral veto over its validity were a legitimate term.
The line between mutuality and a genuinely bilateral condition
It is worth distinguishing this from conditions that are validly agreed to by both parties, even if they depend on some future event or on one party's future conduct evaluated against objective standards. Mutuality is violated specifically when the contract's very existence or performance is left to the unrestrained, arbitrary will of just one side, not when the parties have genuinely bargained for a condition that happens to involve one party's future action assessed against terms both sides accepted in advance.
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.
- Allied Banking Corp. vs. Court of Appeals, et al, G.R. No. 124290, January 16, 1998 — read the decision on LawPhil →
- Rolando T. Catungal, et al. vs. Angel S. Rodriguez, G.R. No. 146839, March 23, 2011 — read the decision on LawPhil →
- GF Equity, Inc. vs. Arturo Valenzona, G.R. No. 156841, June 30, 2005 — read the decision on LawPhil →
- Philippine National Bank vs. AIC Construction Corporation, Spouses Rodolfo C. Bacani and Ma. Aurora, G.R. No. 228904, October 13, 2021 — read the decision on LawPhil →