WHAT ARE QUASI-CONTRACTS?

After reading “What are Quasi-Contracts?”, read also “What are investment contracts?”

• A Quasi-contract refers to the juridical relation that arises through certain lawful, voluntary and unilateral acts to the end that no one shall be unjustly enriched or benefited at the expense of another.
  

• Quasi-contracts are licit and purely voluntary acts which create an obligation on the part of the actor in favor of a third person, and at times, a reciprocal obligation between the parties concerned.
  

• Quasi-contracts may be a source of obligation.
  

What are Quasi Contracts?

A quasi-contract refers to the juridical relation that arises through certain lawful, voluntary and unilateral acts to the end that no one shall be unjustly enriched or benefited at the expense of another. (Article 2142, NCC)

The nature of quasi-contracts may be best described as licit and purely voluntary acts. The case of Lao Chit v. Security Bank and Trust Co. (G.R. No. L-11028, 17 April 1959) made reference to quasi-contracts as follows:

“Quasi-contracts are licit and purely voluntary acts which create an obligation on the part of the actor in favor of a third person, and at times, a reciprocal obligation between the parties concerned.”

 

The law says:

The New Civil Code provides that certain lawful, voluntary and unilateral acts give rise to the juridical relation of quasi-contract. Article 2142 of the New Civil Code states that:

Article 2142. Certain lawful, voluntary and unilateral acts give rise to the juridical relation of quasi-contract to the end that no one shall be unjustly enriched or benefited at the expense of another. (Article 2142, NCC.)

Further, the New Civil Code provides that among the sources of obligations is quasi-contracts. To wit:

Article 1157. Obligations arise from:

(1) Law;

(2) Contracts;

(3) Quasi-contracts;

(4) Acts or omissions punished by law; and

(5) Quasi-delicts. (Article 1157, NCC.)

 

What are the kinds of quasi-contracts?

Quasi-contracts may be classified as nominate quasi-contracts and innominate quasi-contracts.

Nominate quasi-contracts refer to Negotiorum Gestio and Solutio Indebitii, while innominate contracts refer to those that are covered by definition of quasi-contract. The two contracts specified under the New Civil Code do not exclude other quasi-contracts which may come within the purview of the concept of quasi-contracts. (Article 2143, NCC.)

 

Jurisprudence says:

“Under Article 2142 of the Civil Code, certain lawful, voluntary and unilateral acts give rise to the juridical relation of quasi-contract to the end that no one shall be unjustly enriched or benefited at the expense of another.” (American Power Conversion Corporation v. Lim, G.R. No. 214291, 11 January 2018)

“A quasi-contract involves a juridical relation that the law creates on the basis of certain voluntary, unilateral and lawful acts of a person, to avoid unjust enrichment. The Civil Code provides an enumeration of quasi-contracts, but the list is not exhaustive and merely provides examples.” (Metropolitan Bank and Trust Company v. Absolute Management Corporation, G.R. No. 170498, 09 January 2013)

 

Can a constructive trust be considered as a quasi-contract?

“Further reflection on these concepts reveals that a constructive “trust” is as much a misnomer as a “quasi-contract,” so far removed are they from trusts and contracts proper, respectively. In the case of a constructive trust, as in the case of quasi-contract, a relationship is “forced” by operation of law upon the parties, not because of any intention on their part but in order to prevent unjust enrichment, thus giving rise to certain obligations not within the contemplation of the parties. (Philippine National Bank v. Court of Appeals, G.R. No. 97995, 21 January 1993)

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