- Statute
- Civil Code
- Article
- Art. 1311
- Topic
- Statutory provision
- Status
- In force
- Book
- BOOK IV Obligations and Contracts
- Title
- TITLE II CONTRACTS
- Chapter
- CHAPTER 1 General Provisions
- Year
- 1949
- Cited by
- Multiple Supreme Court decisions
The provision
Art. 1311. Contracts take effect only between the parties, their assigns and heirs, except in case where the rights and obligations arising from the contract are not transmissible by their nature, or by stipulation or by provision of law. The heir is not liable beyond the value of the property he received from the decedent.
If a contract should contain some stipulation in favor of a third person, he may demand its fulfillment provided he communicated his acceptance to the obligor before its revocation. A mere incidental benefit or interest of a person is not sufficient. The contracting parties must have clearly and deliberately conferred a favor upon a third person. (1257a)
Intellegal Wiki · In plain terms
A contract binds only the parties, their assignees, and their heirs—not outsiders—and rights or duties that are personal by nature, by agreement, or by law do not pass on; an heir who inherits is liable only up to the value of what they received from the deceased. If the contract includes a benefit stipulated for a third person (a stipulation pour autrui), that person can enforce it, but only if they accepted it before it was revoked and the parties clearly and deliberately intended to favor them—a mere incidental benefit is not enough.
An editorially maintained plain-language explanation of this provision — not legal advice.
Intellegal Wiki · How the courts apply it
In Spouses Benjamin C. Mamaril v. The Boy Scout of the Philippines, the Supreme Court held: An employer is not vicariously liable under Article 2180 for security guards who are not its employees (assigned by an agency); and one who is not a party to a contract cannot claim rights under it absent a stipulation pour autrui (Article 1311).
One leading Supreme Court case applying this provision.
Key points
Contracts take effect only between the parties, their assigns, and heirs (relativity/privity), except where the rights and obligations are non-transmissible by nature, stipulation, or law. A third person may demand a stipulation in his favor (stipulation pour autrui) if he accepted it before revocation.
Cases applying this article
- Spouses Benjamin C. Mamaril v. The Boy Scout of the Philippines G.R. No. 179382
- William Ong Genato v. Benjamin Bayhon G.R. No. 171035
- A & C Minimart Corporation v. Patricia S. Villareal G.R. No. 172268