Short answer. A voidable contract has all the requisites of a valid one, but consent was defective — either a party could not legally give it, or it was obtained by mistake, violence, intimidation, undue influence or fraud. Such a contract is binding until a court annuls it, and it can be ratified. A void one never existed.

What the law says

These contracts are binding, unless they are annulled by a proper action in court. They are susceptible of ratification.

Civil Code, Article 1390 — Voidable Contracts. Read the full provision →

The two grounds, and nothing else

Article 1390 of the Civil Code lists exactly two. First, contracts where one of the parties is incapable of giving consent — minors, the insane or demented, deaf-mutes who do not know how to write, and persons in a state that deprives them of reason at the moment of contracting. Second, contracts where consent is vitiated by mistake, violence, intimidation, undue influence or fraud. Note what the article adds: these contracts are voidable even though there may have been no damage to the contracting parties. You do not have to show you lost money. The defect in consent is itself the injury the law recognises.

Voidable versus void

A void contract is a nullity from the beginning — no cause, an unlawful cause, an impossible object, a purpose contrary to law or public policy. It produces no effect, it cannot be ratified, an action to declare its nullity does not prescribe, and anyone with an interest may attack it. A voidable contract is the opposite in every respect. It is valid and enforceable until annulled, it can only be attacked by the party whose consent was defective, the action prescribes, and it can be ratified. So a deed signed under intimidation transfers title and binds everyone until the victim goes to court and wins.

The clock, and how ratification kills the claim

The action for annulment must be brought within four years. Where the ground is intimidation, violence or undue influence, the period runs from the day those cease; where it is mistake or fraud, from the discovery; and for contracts entered into by minors or other incapacitated persons, from the time the guardianship ends. Ratification can be express or implied, and implied ratification is where most claims die: continuing to accept payments, taking possession, or executing the contract after learning of the fraud can be treated as accepting it. Ratification wipes out the defect from the beginning, and once it has happened the four-year period no longer matters.

What annulment actually gets you

Annulment unwinds the contract: each party returns what he received, with fruits and interest. That is why a buyer who has already resold to an innocent purchaser can be beyond reach, leaving only a claim for damages. It is also why waiting is dangerous — every year of performance strengthens the argument that you ratified. If you signed under pressure, or discovered you were deceived about something essential, the practical priorities are to stop performing, put your objection in writing, and get the papers reviewed before the four years run. This is general legal information, not advice on your own contract, and no outcome can be promised; you can book a consultation.

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.

Related provisions

Note. Statute text quoted on this page is reproduced from the official enactment and is linked to the full provision. The explanation around it is general legal information from Vivas & Nobles Law Office, not legal advice. Whether it applies to your situation depends on facts only a lawyer reviewing them can assess.