Short answer. You may be able to have the contract annulled. Fraud under Article 1338 exists where insidious words or machinations of one party induce the other into an agreement he would not otherwise have made. The lies must have caused your consent, not merely accompanied it, and you must act in time.
What the law says
There is fraud when, through insidious words or machinations of one of the contracting parties, the other is induced to enter into a contract which, without them, he would not have agreed to.
Civil Code, Article 1338 — Fraud (Dolo Causante). Read the full provision →
The lie has to be the reason you signed
Article 1338 of the Civil Code defines the fraud that undoes a contract: There is fraud when, through insidious words or machinations of one of the contracting parties, the other is induced to enter into a contract which, without them, he would not have agreed to. The controlling words are induced and without them. It is not enough that the other side said something untrue somewhere in the negotiation. The misrepresentation must be what moved you to agree, so that had you known the truth you would have walked away. A falsehood about a detail you would have signed anyway does not annul the contract, though it may still ground a claim for damages.
Concealment can be fraud too
Fraud is not confined to spoken lies. Article 1339 treats the failure to disclose facts as fraudulent where there was a duty to reveal them, as when the parties are not on equal footing as to the information or the relationship between them requires candour. Machinations covers arrangements as well as words — staged demonstrations, altered documents, a fake third-party valuation. What the law will not do is rescue a party from his own inattention where the facts were open to him and he simply did not look.
Not every exaggeration counts
Two further limits catch most claims. Article 1340 provides that the usual exaggerations in trade are not in themselves fraudulent where the other party had an opportunity to know the facts, so sales talk about quality, prospects or value is generally not actionable. Article 1344 requires that the fraud be serious and that it not have been employed by both parties — where each has misled the other, neither may annul. Fraud committed by a stranger to the contract does not annul it either, though it may found a claim against that stranger.
A defrauded contract is voidable, not void
This distinction decides what you must do. Under Article 1390 a contract obtained by fraud is voidable: it is valid and binding until a court annuls it, and it can be ratified. Continuing to use the goods, making further payments or confirming the deal after you knew the truth can amount to ratification and cost you the remedy. There is also a clock — Article 1391 gives four years to bring the action, counted in the case of fraud from the time of its discovery.
What to preserve, and what to stop doing
Keep every representation in the form it was made: advertisements, brochures, message threads, specifications, the sales script if you have it. Note the date you discovered the truth, because that date starts the period running. Then be careful about what you do next, since conduct treating the contract as good may be read as accepting it. Annulment is not the only route — depending on the transaction, a claim on warranties may fit the facts better. Which remedy is worth pursuing depends on the document and on what was actually said before you signed.
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.
- Spouses Carmen Tongson and Jose Tongson vs. Emergency Pawnshop Bula, Inc. et al, G.R. No. 167874, January 15, 2010 — read the decision on LawPhil →
- Alejandro V. Tankeh vs. Development Bank of the Philippines, et al, G.R. No. 171428, November 11, 2013 — read the decision on LawPhil →
- Gloria Ocampo, et al. vs. Land Bank of the Philippines, et al, G.R. No. 164968, July 3, 2009 — read the decision on LawPhil →
- Coca-Cola Bottlers Phils, Inc. vs. Spouses Efren and Lolita Soriano, G.R. No. 211232, April 11, 2018 — read the decision on LawPhil →
Related provisions
- Civil Code, Article 1338 — Fraud (Dolo Causante)
- Civil Code, Article 1339 — Fraud by Concealment
- Civil Code, Article 1340 — Dealer's Talk
- Civil Code, Article 1344 — Causal vs. Incidental Fraud
- Civil Code, Article 1390 — Voidable Contracts
- Civil Code, Article 1391 — Four Years to Annul