Short answer. Tacit ratification happens when, knowing the reason that made the contract voidable and after that reason has ceased, the person entitled to annul it performs an act that necessarily implies an intention to waive that right. Continuing to act consistently with the contract after both conditions are met can forfeit your right to annul.
What the law says
It is understood that there is a tacit ratification if, with knowledge of the reason which renders the contract voidable and such reason having ceased, the person who has a right to invoke it should execute an act which necessarily implies an intention to waive his right.
Civil Code, Article 1393 — Express or Tacit Ratification. Read the full provision →
Two conditions must both be present
Article 1393 does not treat just any conduct as tacit ratification. It requires, first, knowledge of the reason which renders the contract voidable, and second, that such reason having ceased — meaning the defect that made the contract voidable in the first place is no longer present. Only once both of these are true does the article even consider whether an act amounts to ratification; conduct that happens while the reason still exists, or before the person even knew about it, does not count.
The act itself must necessarily imply an intention to waive
Even with both conditions met, Article 1393 sets a further bar for the act itself: it must be one which necessarily implies an intention to waive his right. This is a demanding standard — the conduct has to be such that no other reasonable explanation for it exists besides an intent to let the contract stand. Ambiguous behavior, or an act that could just as easily be explained some other way, does not meet this threshold.
Why the timing of your knowledge matters
Because knowledge of the voidability and the cessation of its cause are both required, the same conduct can mean different things depending on when it happened. Continuing to deal under the contract before you learned about the defect, or before the defect stopped affecting the situation, is not evidence of ratification under this article. It is only conduct occurring after both conditions are satisfied that Article 1393 treats as potentially waiving the right to annul.
What this means if you're trying to preserve your right to annul
If you want to keep your option to annul a voidable contract open, the practical lesson from Article 1393 is to be careful about how you act once you know the reason that makes the contract voidable and that reason has passed. Accepting benefits under the contract, performing obligations under it, or otherwise dealing with it in a way that only makes sense if you intend to keep it in force can be read as the kind of act the article describes, even without a written or spoken statement that you are ratifying anything.
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.
- Philippine Free Press, Inc. vs. Court of Appeals, et al, G.R. No. 132864, October 24, 2005 — read the decision on LawPhil →
- 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 →