FABRIGAS V SAN FRANCISCO DEL MONTE, INC.
initially unenforceable due to lack of consent of the husband
476 SCRA 247, November 25, 2005
FACTS:
 In 1983, Spouses Fabrigas (Isaias and Marcelina) bought a
land in Las Pinas from Del Monte for P109,000. P30,000
downpayment + P1,200 monthly installments for 10 years
(Original Contract). There is an automatic cancellation
clause stipulated in their contract:
-failure to pay any installment 30 days after the due date
will forfeit and annul the contract
 Spouses Fabrigas paid the P30,000 downpayment, took
possession, but failed to pay the installments.
 Del Monte sent 4 demand letters, each letter granting a 15-
day grace period.
 15 days after the last demand letter, Del Monte considered
the original contract rescinded but did not send any notice of
cancellation to Spouses Fabrigas.
 Subsequently, Marcelina remitted several payments and
afterwards (while Isaias was out of the country) signed a
New Contract (contract of adhesion) with Del Monte to
avoid further penalties - novating the Original Contract with
new purchase price of P131,000 and P3,000 monthly
installments.
 Spouses Fabrigas paid irregular installments and Del Monte
demanded payment of their arrears.
 After the Spouses Fabrigas failed to pay, Del Monte sent a
notice of cancellation of New Contract and filed an action
for recovery of the land.
 Trial Court ordered Spouses Fabrigas to either pay the
balance or vacate the premises.
 CA ruled that Original Contract has been rescinded by the
automatic cancellation clause; and that New Contract,
Contract of adhesion (valid contract) - its terms are prepared by only one party while the other party merely affixes his signature signifying his adhesion thereto.
MACEDA LAW (Sec. 3): (b) “xxx, That the actual cancellation of the contract shall take place after thirty days from receipt by the buyer of the notice of cancellation or the
demand for rescission of the contract by a notarial act and upon full payment of the cash surrender value to the buyer.
in the conjugal property, was ratified when Spouses
Fabrigas remitted payments.
 Spouses Fabrigas petitioned that the cancellation of Old
Contract is void for violation of Maceda Law (RA 6552;
notice of cancellation must be notarized) and that CA erred
that there is implied ratification of the New Contract.
ISSUE:
WON Original Contract was rescinded or novated
WON New Contract is unenforceable
HELD:
 Original Contract was novated by the New Contract.
 Cancellation by Del Monte does not constitute a valid
rescission as per the Maceda Law (notarized notice).
 But Original Contract was extinguished by novation when
Marcelina signed the New Contract for a new consideration
and new terms of payment.
 New Contract was initially unenforceable when only
Marcelina contracted for the conjugal property.
 But unenforceable contracts can be ratified, and it was when
Isaias and Marcelina continued to pay the installments after
the constitution of New Contract, implying Isaias further
consented on Marcelina’s transaction with the conjugal
property. Therefore, valid since its perfection.
 Petition denied. CA decision affirmed
DOCTRINE:
A contract is unenforceable when contracted into in the name of
another by one who has no authority or legal representation unless it
is ratified by the person on whose behalf it has been executed.

Contract of adhesion (valid contract) - its terms are prepared by only one party while the other party merely affixes his signature signifying his adhesion thereto.

MACEDA LAW (Sec. 3): (b) “xxx, That the actual cancellation of the contract shall take place after thirty days from receipt by the buyer of the notice of cancellation or the
demand for rescission of the contract by a notarial act and upon full payment of the cash surrender value to the buyer.