Innominate Contracts, A1307 Civil Code
1. Concept
Article 1307. Innominate contracts shall be regulated by the stipulations of the parties, by the provisions of Titles I and II of this Book, by the rules governing the most analogous nominate contracts, and by the customs of the place. (n)
1) Innominate – means “having no name: unnamed. (Merriam-Webster Online Dictionary)
2) The word “innominate” literally means “without a name.” In legal systems, many contracts have specific names and predefined rules (e.g., a “Sale,” “Lease,” or “Loan”). These are called nominate contracts. (Google Gemini 3 [2025], reviewed by J. Del Puerto. [Accessed: 27 December 2025])
3) An innominate contract is any valid agreement that does not fall under those specific labels. Because it has no “name,” it is not governed by a specific set of statutory rules; instead, it is governed by the general principles of contract law and the specific intentions of the parties involved. (Google Gemini 3 [2025], supra.)
a. Innominate contracts v. Nominate contracts
| Feature | Nominate contracts | Innominate contracts |
| Examples | Sale, Lease, Insurance, Agency | Hybrid service/barter agreements, unique business partnerships |
| Law/Regulation | Governed by specific statutes or legal provisions (e.g. Sales Law, Insurance Law, etc.) | Governed by general contract law and party “stipulations.” |
| Legal Default | Laws provide “default” rules if the contract is silent. | The parties must define almost all terms themselves. |
(Google Gemini 3 [2025], supra.)
Arrogante v. Deliarte, G.R. No. 152132, July 24, 2007, Per Nachura, J.:
• First. The 1978 private deed of sale, insofar as it disposed of Bernabe’s share in the conjugal partnership prior to his death, is void for being a conveyance of the Deliarte siblings’ future inheritance.
• Article 1347, paragraph 2 of the Civil Code characterizes a contract entered into upon future inheritance as void. The law applies when the following requisites concur: (1) the succession has not yet been opened; (2) the object of the contract forms part of the inheritance; and (3) the promissor has, with respect to the object, an expectancy of a right which is purely hereditary in nature.
• In this case, at the time the contract was entered into, succession to Bernabe’s estate had yet to be opened, and the object thereof, i.e., Bernabe’s share in the subject lot, formed part of his children’s inheritance, and the children merely had an inchoate hereditary right thereto.
• True, the prohibition on contracts respecting future inheritance admits of exceptions, as when a person partitions his estate by an act inter vivos under Article 1080 of the Civil Code. However, the private deed of sale does not purport to be a partition of Bernabe’s estate as would exempt it from the application of Article 1347. Nowhere in the said document does Bernabe separate, divide, and assign to his children his share in the subject lot effective only upon his death. Indeed, the document does not even bear the signature of Bernabe.
• Neither did the parties demonstrate that Bernabe undertook an oral partition of his estate. Although we have held on several occasions that an oral or parole partition is valid, our holdings thereon were confined to instances wherein the partition had actually been consummated, enforced, and recognized by the parties. Absent a showing of an overt act by Bernabe indicative of an unequivocal intent to partition his estate among his children, his knowledge and ostensible acquiescence to the private deed of sale does not equate to an oral partition by an act inter vivos. Besides, partition of property representing future inheritance cannot be made effective during the lifetime of its owner.
Considering the foregoing, it follows that the 1986 deed of confirmation of sale which sought to ratify the 1978 sale likewise suffers from the same infirmity. In short, the 1986 deed is also void.
• Nevertheless, it is apparent that Bernabe treated his share in the subject lot as his children’s present inheritance, and he relinquished all his rights and claim thereon in their favor subject to Beethoven’s compensation for the expenses he initially shouldered for the family. The records reveal that Bernabe, prior to his hospitalization and death, wanted to ensure that his children attended to the expenditure relating thereto, and even articulated his desire that such surpass the provision for both his son and wife, Beethoven’s and Fe’s brother and mother, respectively. Their arrangement contemplated the Deliarte siblings’ equal responsibility for the family’s incurred expenses.
• We take judicial notice of this collective sense of responsibility towards family. As with most nuclear Filipino families, the Deliarte siblings endeavored to provide for their parents or any member of their family in need. This was evident in Florenda Deliarte Nacua’s, the youngest Deliarte sibling’s, remittance to her parents of her salary for two years so they could redeem the subject lot.
• Florenda corroborated the testimony of Beethoven that their father was present during, and was aware of, the transaction that took place among his children. The 1978 deed of sale, albeit void, evidenced the consent and acquiescence of each Deliarte sibling to said transaction. They raised no objection even after Beethoven forthwith possessed and occupied the subject lot.
• The foregoing arrangement, vaguely reflected in the void deed of sale, points to a meeting of the minds among the parties constitutive of an innominate contract, akin to both an onerous and a remuneratory donation. In this regard, Bernabe’s waiver and relinquishment of his share in the subject lot is effectively a donation inter vivos to his children. However, the gratuitous act is coupled with an onerous cause – equal accountability of the Deliarte siblings for the hospitalization and death expenses of deceased family members to be taken from their shares in the subject lot. In turn, the remunerative cause pertains to Beethoven’s recompense for the family expenses he initially shouldered.
• During his lifetime, Bernabe remained the absolute owner of his undivided interest in the subject lot. Accordingly, he could have validly disposed of his interest therein. His consent to the disposition of the subject lot in favor of Beethoven, agreed upon among his children, is evident, considering his presence in, knowledge of, and acquiescence to the transaction. Further, the arrangement was immediately effected by the parties with no objection from Bernabe or any of the Deliarte siblings, including herein petitioner Fe. Ineluctably, the actual arrangement between the parties included Bernabe, and the object thereof did not constitute future inheritance.
Corpus v. CA, G.R. No. L-40424, June 30, 1980, Per Makasiar, J.:
• [T]he payment of attorney’s fees to respondent David may also be justified by virtue of the innominate contract of facio ut des (I do and you give which is based on the principle that “no one shall unjustly enrich himself at the expense of another.” innominate contracts have been elevated to a codal provision in the New Civil Code by providing under Article 1307 that such contracts shall be regulated by the stipulations of the parties, by the general provisions or principles of obligations and contracts, by the rules governing the most analogous nominate contracts, and by the customs of the people. The rationale of this article was stated in the 1903 case of Perez vs. Pomar (2 Phil. 982). In that case, the Court sustained the claim of plaintiff Perez for payment of services rendered against defendant Pomar despite the absence of an express contract to that effect, thus:
It does not appear that any written contract was entered into between the parties for the employment of the plaintiff as interpreter, or that any other innominate contract was entered into but whethertheplaintiffsservicesweresolicitedorwhethertheywereoffered to the defendant for his assistance, inasmuch as these services were accepted and made use of by the latter, we must consider that there was a tacit and mutual consent as to the rendition of the services. This gives rise to the obligation upon the person benefited by the services to make compensation therefor, since the bilateral obligation to render service as interpreter, on the one hand, and on the other to pay for the service rendered, is thereby incurred. (Arts. 1088, 1089, and 1262 of the Civil Code).
x x x x x x x x x
… Whether the service was solicited or offered, the fact remains that Perez rendered to Pomar services as interpreter. As it does not appear that he did this gratuitously, the duty is imposed upon the defendant, he having accepted the benefit of the service, to pay a just compensation therefor, by virtue of the innominate contract of facio ut des implicitly established.
x x x x x x x x x
… because it is a well-known principle of law that no one should permitted to enrich himself to the damage of another” (emphasis supplied; see also Tolentino, Civil Code of the Philippines, p. 388, Vol. IV 119621, citing Estate of Reguera vs. Tandra 81 Phil. 404 [1948]; Arroyo vs. Azur 76 Phil. 493119461; and Perez vs. Pomar. 2 Phil. 682 [1903]).
• WE reiterated this rule in Pacific Merchandising Corp. vs. Consolacion Insurance & Surety Co., Inc. (73 SCRA 564 [1976]) citing the case of Perez v. Pomar, supra thus:
Where one has rendered services to another, and these services are accepted by the latter, in the absence of proof that the service was rendered gratuitously, it is but just that he should pay a reasonable remuneration therefor because ‘it is a well-known principle of law, that no one should be permitted to enrich himself to the damage of another (emphasis supplied).
• Likewise, under American law, the same rule obtains (7 CJS 1079; FL Still & Co. v. Powell, 114 So 375).
• There was no contract for contingent fee between Corpus and respondent David. Contingent fees depend on an express contract therefor. Thus, “an attorney is not entitled to a percentage of the amount recovered by his client in the absence of an express contract to that effect” (7 C.J.S. 1063 citing Thurston v. Travelers Ins. Co., 258 N.W. 66, 128 Neb. 141).
Where services were rendered without any agreement whatever as to the amount or terms of compensation, the attorney is not acting under a contract for a contingent fee, and a letter by the attorney to the client stating that a certain sum would be a reasonable amount to charge for his services and adding that a rate of not less than five percent nor more than ten would be reasonable and customary does not convert the original agreement into a contract for a contingent fee (7 C.J.S. 1063 citing Fleming v. Phinizy 134 S.E. 814).
• While there was no express contract between the parties for the payment of attorney’s fees, the fact remains that respondent David rendered legal services to petitioner Corpus and therefore as aforestated, is entitled to compensation under the innominate contract of facio lit des And such being the case, respondent David is entitled to a reasonable compensation.
2. Types
1) [I]nnominate contracts are often classified into four types based on the exchange:
- Do ut des (I give that you may give): An exchange of things (e.g., bartering a car for a boat).
- Do ut facias (I give that you may do): Giving something in exchange for a service.
- Facio ut des (I do that you may give): Performing a service in exchange for a thing.
- Facio ut facias (I do that you may do): An exchange of services (e.g., “I’ll paint your house if you fix my roof”). (Google Gemini 3 [2025], supra.)
