Short answer. The old law governs. The Civil Code provides that conditional contracts entered into before the new Code took effect continue to be regulated by the former laws, even if the condition is still pending when the new Code comes into force. The law in place when the contract was signed controls.
What the law says
The former laws shall regulate acts and contracts with a condition or period, which were executed or entered into before the effectivity of this Code, even though the condition or period may still be pending at the time this body of laws goes into effect.
Civil Code, Article 2255 — Conditional Acts Before Effectivity. Read the full provision →
What the transitional rule says
Article 2255 of the Civil Code resolves the question directly: The former laws shall regulate acts and contracts with a condition or period, which were executed or entered into before the effectivity of this Code, even though the condition or period may still be pending at the time this body of laws goes into effect. The governing law is determined at the moment of contracting, not at the moment the condition is eventually fulfilled or the period expires. If the contract was signed before the new Code, the old law travels with it.
Why this rule protects contractual expectations
Parties who signed a conditional contract did so based on their understanding of what the law at that time required and permitted. Changing the rules mid-stream — while the condition is still pending — could upset those expectations in unpredictable ways. The old law might treat the same condition differently from the new law: different standards for fulfillment, different consequences of the condition failing, different rules on whether a party can prevent the condition from being met. Article 2255 preserves the legal framework the parties operated under when they made their agreement.
What the old law governs
The former laws govern the entire conditional dimension of the contract — including how the condition must be fulfilled, what happens if the condition fails, whether a party who prevents fulfillment is deemed to have caused it, and how to treat a pending period. The substantive rules on conditions and periods that existed when the contract was made continue to apply through the life of the contract. This is a broad application: it is not limited to one specific aspect but covers all questions about how the condition or period functions.
Historical significance today
Article 2255 was enacted as a transitional provision when the Civil Code of the Philippines took effect in 1950. Its immediate purpose was to ensure that contracts and acts created under the old Spanish-era Civil Code were not suddenly subjected to new rules they were not drafted to accommodate. Today, the provision remains in the Code and continues to reflect the general legal principle that contracts are governed by the law in force when they are made. It is also an illustration of how the Civil Code itself handled the problem of legal continuity across a major legislative transition.