Quick answer

Article 1191 governs reciprocal obligations (where each party is both a debtor and a creditor of the other, such as a buyer and seller). The power to rescind is implied in reciprocal obligations, in case one of the obligors fails to comply with what is incumbent upon them. The injured party may choose between two remedies: demanding fulfillment (specific performance) of the obligation, or rescission (resolution) of the obligation, with the payment of damages in either case. The injured party may even seek rescission after having chosen fulfillment, if the latter becomes impossible. Rescission under Article 1191 (more accurately called resolution) is based on a breach of a reciprocal obligation; it unmakes the contract and requires mutual restitution — the parties return to each other what they received. The court may grant the defaulting party a period to comply if there is a just cause. This is different from rescission under Article 1381 (rescissible contracts), which is based on economic prejudice or lesion (such as contracts entered in fraud of creditors), not breach, and is a subsidiary remedy. So when a party fails to perform their side of a reciprocal deal, Article 1191 lets the other party either force performance or cancel the contract, with damages.

Reciprocal Obligations

Article 1191 governs reciprocal obligations (each party a debtor and creditor of the other). The power to rescind is implied when one party fails to comply.

Two Remedies

The injured party may choose fulfillment (specific performance) or rescission (resolution) — with damages in either case — and may seek rescission even after choosing fulfillment if the latter becomes impossible.

Article 1191 vs. Article 1381

Article 1191 rescission (resolution) is based on breach and requires mutual restitution; the court may grant a period to comply for just cause. Article 1381 rescission is based on economic prejudice/lesion (e.g., fraud of creditors), not breach, and is subsidiary.

Practical Takeaways

Frequently Asked Questions

What is rescission under Article 1191? In reciprocal obligations, the injured party's power, upon the other's breach, to choose between demanding fulfillment (specific performance) or rescission (resolution) of the obligation, with damages in either case.

Can I choose to rescind after demanding performance? Yes. The injured party may seek rescission even after having chosen fulfillment, if the latter becomes impossible.

What happens when a contract is rescinded under Article 1191? The contract is unmade and mutual restitution is required, so the parties return to each other what they received. The court may grant the defaulting party a period to comply for a just cause.

How is Article 1191 different from Article 1381 rescission? Article 1191 rescission is based on breach of a reciprocal obligation. Article 1381 rescission is based on economic prejudice or lesion, such as contracts in fraud of creditors, and is a subsidiary remedy.

This commentary is for general informational purposes only and does not constitute legal advice. For guidance specific to your situation, please consult a licensed attorney.

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