Short answer. In three cases the Civil Code closes the door completely: simple donations between living persons with no condition imposed, wills, and any case where the real agreement behind the document is void. In those situations no court will rewrite the instrument to match what the parties supposedly meant.
What the law says
There shall be no reformation in the following cases: (1) Simple donations inter vivos wherein no condition is imposed; (2) Wills; (3) When the real agreement is void.
Civil Code, Article 1366 — When Reformation Is Not Allowed. Read the full provision →
What reformation is for
Reformation is the remedy for a document that says the wrong thing. The parties genuinely agreed on something, but because of mistake, fraud, inequitable conduct or accident the written instrument does not express it. The court does not make a new contract; it corrects the paper so it reflects the deal that was actually struck. That is a narrow remedy with a heavy burden of proof, and Article 1366 marks the three places where it is unavailable no matter how convincing the evidence of intent.
Simple donations and wills
A simple donation inter vivos with no condition imposed cannot be reformed because it is an act of pure liberality. The donor gave freely and got nothing in return; there is no bargain between two sides for a court to reconstruct, and the donor was always free to give or not give. Note the wording — the bar covers simple and unconditional donations, so donations carrying a burden or condition sit outside this paragraph. Wills are excluded for a related but stronger reason: a will speaks only at death, when the maker can no longer confirm or deny anything, and the Civil Code protects testaments through their own strict formalities instead.
When the real agreement is void
The third exclusion is the one that decides most disputes. If the true agreement the parties made is itself void — unlawful cause or object, a purpose the law forbids, absence of an essential requisite — there is nothing worth writing down accurately. Reforming the paper would only produce a clean-looking record of an agreement the law refuses to enforce. So a party who admits, in order to win reformation, that the real deal was something the law prohibits usually argues himself out of the remedy entirely. This is a real risk in disguised transactions, where proving the hidden agreement also proves its illegality.
What to do instead
Being outside reformation does not always mean being without a remedy. Depending on the facts, the available route may be annulment, a declaration that the contract is void, rescission, an action to quiet title, or simply proving the true agreement in a suit on the obligation itself. Each carries a different prescriptive period and a different burden, and choosing the wrong one can waste years. A party who also seeks reformation must generally act within the period the law allows and must not have ratified the flawed instrument in the meantime. Because the choice of remedy is close to irreversible once a case is filed, this is a point to settle with counsel before drafting the complaint, not after.
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.
- Heirs of Cornelio Miguel vs Heirs of Angel Miguel, G.R. No. 158916, March 19, 2014 — read the decision on LawPhil →