Our contract includes a clause that violates public morals — is that clause enforceable?

Freedom of contract, but not absolute

Article 1306 of the Civil Code is the cornerstone of contractual freedom in Philippine law. Parties may include virtually any stipulation they agree on — payment terms, penalties, warranties, special conditions — and the law respects their choices as binding obligations. But Article 1306 is not a blank check. The word provided signals a condition: the chosen stipulations must not be contrary to law, morals, good customs, public order, or public policy. These five limits exist precisely because contracts operate within a society, and the law refuses to enforce agreements that undermine its foundational values.

What 'contrary to morals' means

Morals in this context refers to the generally accepted standards of right conduct in Philippine society — not the personal moral views of one party or the other, but conduct that the community recognizes as morally objectionable. Clauses that exploit a weaker party in a morally degrading way, that require a party to do something widely recognized as shameful or ethically corrupt, or that facilitate conduct society broadly condemns fall within this category. The moral standard is social, not individual, and is assessed from the perspective of a reasonable member of the community.

What happens to the offending clause

A clause that violates morals, public order, or the other limitations in Article 1306 is void — not merely unenforceable by one party, but legally non-existent. Courts will not give effect to it. The rest of the contract may survive if the void clause can be separated from the valid terms — the principle of separability allows the good parts of a contract to remain even when a particular clause fails. But where the invalid clause is so central to the agreement that the contract would not have been made without it, the entire contract may fall with the clause.

When to act if you are bound by a problematic clause

If you are party to a contract with a clause you believe violates morals or public order, the right response is not simply to ignore it — the other party may attempt to enforce it. Raise the invalidity clearly, whether in negotiations or in court proceedings. A void clause does not become valid through silence or delay. The question of whether a specific clause crosses the threshold into being contrary to morals, good customs, or public order is a legal judgment that depends on the facts. A lawyer can assess whether the clause in your situation falls within the prohibitions of Article 1306 and what remedies are 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.

• Lara's Gifts & Decors, Inc. vs. Midtown Industrial Sales, Inc, G.R. No. 225433, September 20, 2022 — read the decision on LawPhil →
• Manila Credit Corporation vs. Ramon S. Viroomal and Anita S. Viroomal, Office of the Clerk of Court and Ex-Officio Sheriff of the Regional Trial Court of P Arana Que City, as Represented By Atty. Jerry R. Toledo and Sheriff Alejandro P. Abrematea, and the Register of Deeds of Paranaque City, G.R. No. 258526, January 11, 2023 — read the decision on LawPhil →
• CJH Development Corporation vs. Corazon D. Aniceto/Corazon D. Aniceto vs. CJH Development Corporation, et, G.R. No. 224006 / G.R. No. 224472, July 6, 2020 — read the decision on LawPhil →
• Camarines Sur Teachers and Employees Association, Inc., represented by its President, Dr. Antonio A, G.R. No. 199666, October 7, 2019 — read the decision on LawPhil →

Related provisions

• Civil Code, Article 1306 — Autonomy of Contracts (Freedom to Stipulate)