Our contract says the obligation exists only if I the debtor choose to perform — is that obligation valid?

The rule against purely potestative conditions on the debtor

Article 1182 of the Civil Code states: When the fulfillment of the condition depends upon the sole will of the debtor, the conditional obligation shall be void. This is the rule against what is called a purely potestative condition on the debtor's side. If your contract is structured so that the obligation to perform arises only if you, the debtor, decide to fulfill the condition, then that contract provides no real binding commitment. You could simply decide never to fulfill the condition, and the obligation would never arise. The law does not recognize that kind of arrangement as a valid obligation.

Why this makes the obligation void

The rationale behind this rule is straightforward. An obligation requires a binding duty — something the debtor must do. If the debtor can escape the obligation simply by choosing not to fulfill the condition on which it depends, there is no real duty at all. The contract becomes illusory: the debtor appears to have made a commitment but has in fact retained complete control over whether any commitment ever materializes. The Civil Code treats this as an absence of true obligation and declares the conditional obligation void from the outset. The other party — the creditor — is left with nothing they can legally enforce.

What conditions are valid instead

Article 1182 also explains which types of conditions do create valid obligations. If the condition depends upon chance — an event outside anyone's control — the obligation is valid and takes effect in accordance with the Civil Code. If the condition depends upon the will of a third person — someone other than the debtor — the obligation is also valid. In those situations, the debtor does not have unilateral control over whether the condition is fulfilled, and the obligation therefore has real binding force. The key distinction is whether it is the debtor alone who decides whether the obligation ever comes to life.

Practical implications

If you are a creditor and the debtor's obligation was written so that it depends entirely on the debtor's own decision to perform, that obligation may be unenforceable as void under Article 1182. If you are a debtor, the fact that you included a condition dependent on your sole will does not necessarily mean the entire contract is void — it means the conditional obligation attached to that specific condition is void. Other parts of the contract, or other obligations within it, may still be valid and binding if they do not suffer from the same defect. The specific language of the contract and the nature of the arrangement matter greatly in assessing what remains enforceable.

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.

• Rolando T. Catungal, et al. vs. Angel S. Rodriguez, G.R. No. 146839, March 23, 2011 — read the decision on LawPhil →
• Pilipino Telephone Corporation vs. Radiomarine Network, Inc, G.R. No. 152092, August 4, 2010 — read the decision on LawPhil →
• Fidela Del Castillo Vda. De Mistica vs. Spouses Bernardino Naguiat, et al, G.R. No. 137909, December 11, 2003 — read the decision on LawPhil →
• Roberto L. Yupangco and Regina y De Ocampo vs. O.J. Development and Trading Corporation, G.R. No. 242074, November 10, 2021 — read the decision on LawPhil →

Related provisions

• Civil Code, Article 1182 — Potestative, Casual, and Mixed Conditions