Short answer. Yes. Article 1392 of the Civil Code is unequivocal: ratification extinguishes the action to annul a voidable contract. Once you ratify, the defect that made the contract voidable is cured and the contract becomes fully binding. You lose the right to ask a court to annul it.
What the law says
Ratification extinguishes the action to annul a voidable contract.
Civil Code, Article 1392 — Ratification Bars Annulment. Read the full provision →
Ratification is a one-way door
Article 1392 of the Civil Code states plainly: Ratification extinguishes the action to annul a voidable contract. A voidable contract — one that is valid but may be set aside by the party with the right to do so — can be either challenged through annulment or cured through ratification. Once you choose to ratify, the contract is cleansed of the defect that made it voidable. The defect disappears, the contract becomes fully valid and binding, and the right to bring an action to annul it is gone. Ratification is a choice that cannot be reversed.
What a voidable contract is
A voidable contract is one that is valid and binding until it is successfully challenged in court. It differs from a void contract, which has no legal effect from the beginning. Voidable contracts arise in situations such as where one party lacked full capacity to consent at the time of contracting, where consent was obtained through fraud, mistake, undue influence, or intimidation. The party whose consent was defective — or their legal representative in the case of incapacity — has the option to affirm the contract through ratification or to seek annulment. The choice belongs to the affected party, and Article 1392 makes clear that ratification is a final election to affirm.
What counts as ratification
Ratification can be express or implied. An express ratification is a deliberate, conscious statement or act that confirms the contract. An implied ratification occurs through conduct that is consistent with treating the contract as valid and binding — for example, accepting delivery of the goods, making payments under the contract, or otherwise acting in a way that acknowledges and affirms the contractual relationship. The Civil Code's rules on ratification specify that for an express ratification to be valid, the person ratifying must know about the defect and must not be under any compulsion. A person who did not know the contract was voidable, or who ratified under the same conditions that made the original consent defective, may not be bound by the ratification.
Why this matters if you already ratified
If you already ratified the contract — by words or by conduct that affirmed it — Article 1392 says the annulment action is extinguished. You cannot now go to court to have the contract set aside on the ground that originally made it voidable. The contract is binding on you to the same extent as any valid, undefective contract would be. If you are unsure whether your acts constitute ratification, whether you had full knowledge of the defect when you acted, or whether the original conditions that made the contract voidable persisted at the time of your purported ratification, those are the key questions that determine whether Article 1392 applies and whether the annulment action still remains available to you.
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.
- Estate of Valeriano C. Bueno and Genoveva I. Bueno, represented by Valeriano I. Bueno, G.R. No. 205810, September 9, 2020 — read the decision on LawPhil →
- ECE Realty and Development, Inc. vs. Rachel G. Mandap, G.R. No. 196182, September 1, 2014 — read the decision on LawPhil →
- Sps. Fernando and Lourdes Viloria vs. Continental Airlines, Inc, G.R. No. 188288, January 16, 2012 — read the decision on LawPhil →