Innominate Clause Samples
An innominate clause refers to a contractual term that cannot be strictly classified as either a condition or a warranty. Instead, its significance is determined by the consequences of its breach: if the breach deprives the non-breaching party of substantially the whole benefit of the contract, they may treat the contract as terminated; otherwise, they may only claim damages. This approach provides flexibility in addressing breaches that do not fit neatly into traditional categories, ensuring that remedies are proportionate to the seriousness of the breach and promoting fairness in contractual relationships.
Innominate those which lack individuality and are not regulated by special provisions of law:
a. Do ut des – I give that you give; Note: According to some, do ut des is no longer an innominate contract. I has already been given a name of its own, i.e., barter or exchange (see Art. 1638).
b. Do ut facias – I give that you do;
▇. ▇▇▇▇▇ ut des – I do that you give;
▇. ▇▇▇▇▇ ut facias – I do that you do.
a. The stipulations of the parties;
b. The general provisions of the Civil Code on obligations and contracts;
c. The rules governing the most analogous nominate contracts;
d. The customs of the place (see Art. 1307).