1) The text of Article 1305

Article 1305, Civil Code of the Philippines (Republic Act No. 386) provides:

“A contract is a meeting of minds between two persons whereby one binds himself, with respect to the other, to give something or to render some service.”

This single sentence is the Civil Code’s foundational definition of a contract. Nearly every doctrine in Philippine contract law traces back to the ideas packed into its key phrases: meeting of minds, between two persons, binds himself, to give, and to render some service.

2) Why Article 1305 matters

Article 1305 tells you what a contract is in Philippine law: a juridical agreement that creates enforceable obligations. It sets contracts apart from:

mere social promises (“I’ll call you later”),
moral undertakings (promises not intended to be legally enforceable),
obligations imposed by law (taxes, statutory duties),
liability from wrongdoing (quasi-delict/tort, crimes),
and obligations created without agreement (quasi-contract).

In practice, disputes often turn on whether the parties truly reached a contract (as defined here), and if so, what exactly they agreed to.

3) Dissecting the definition phrase by phrase

A. “A meeting of minds”

This is the heart of contract formation: consent. A “meeting of minds” means the parties agree on the same thing in the same sense—there is concurrence on the essential terms.

Core implications:

Consent must be real, not merely apparent. If one party believed they agreed to X and the other believed they agreed to Y, there is no meeting of minds.
Offer and acceptance are the common pathway. Most contracts are formed when one party makes an offer and the other accepts it in a manner that matches the offer.
Consent can be express or implied. Consent may be shown by words (spoken/written) or conduct (e.g., boarding public transport and paying fare implies acceptance of the carriage contract).
Certain defects can negate valid consent. Even if a person “agreed,” consent may be vitiated by factors recognized in Philippine civil law (e.g., mistake, violence, intimidation, undue influence, fraud). These affect whether the meeting of minds is legally valid.
Intent to create legal relations. A key practical idea behind “meeting of minds” is that the parties must intend to enter a binding arrangement—not merely exchange courtesies or social pledges.

B. “Between two persons”

A contract requires at least two distinct parties. Philippine law uses “person” in the legal sense, covering:

Natural persons (individuals), and
Juridical persons (corporations, partnerships with juridical personality, cooperatives, associations recognized by law, etc.).

Consequences:

A single person cannot contract with themselves in the same capacity because there is no “between.”
However, the law recognizes scenarios involving representation (agency, guardianship, corporate officers) where an authorized representative contracts on behalf of another person. The “two persons” requirement is still satisfied because the juridical parties are distinct (principal vs other contracting party).
Contracts can involve more than two persons (multi-party agreements). Article 1305 sets a minimum, not a maximum.

C. “Whereby one binds himself, with respect to the other”

This is the “legal bond” aspect. The agreement creates obligations enforceable by law.

Key points:

Contracts are voluntary sources of obligations. Parties choose to bind themselves—unlike obligations imposed directly by law.
Binding effect is relational. The obligation is “with respect to the other,” emphasizing that contractual duties exist between parties, not in the abstract.
Not all agreements create a binding obligation. Some understandings are too vague, incomplete, or lacking in intention to be enforceable.
Obligation can be unilateral or reciprocal. The wording highlights “one binds himself,” but contracts frequently bind both parties (reciprocal obligations). A contract may also be unilateral (only one principal obligation is created for one party).
Enforceability depends on validity, not just assent. Even with assent, a contract that is illegal, contrary to public policy, or lacking essential requisites may not produce enforceable obligations.

D. “To give something”

This refers to obligations to give (real obligations). It includes:

transferring ownership (sale, barter),
delivering possession or use (lease of a thing, commodatum),
returning something received (loan for use, deposit).

“Something” can be:

a determinate thing (a specific car with a plate number),
a generic thing (10 sacks of rice of a specified grade),
even rights (assignment of credits, usufruct rights), subject to rules on transmissibility and legality.

E. “Or to render some service”

This corresponds to obligations to do—to perform an act or service (employment-like services under civil law, professional services, construction, repair, transport, consultancy, etc.).

Although Article 1305 uses “render some service,” Philippine contract law also recognizes that contracts may impose obligations not to do (negative obligations), such as:

non-disclosure agreements,
non-compete clauses (subject to reasonableness and public policy),
covenants not to build or not to use property in a certain way.

In other words, the definition captures the typical positive obligations (to give/to do), but the contractual power to bind can also include valid negative undertakings.

4) Contract vs. obligation: a crucial distinction

A contract is the agreement (the meeting of minds). An obligation is the legal duty created by that contract (the “binding”).

So:

The contract is the source;
The obligations are the effects.

This matters because disputes may focus on:

whether a contract exists at all,
what obligations were actually created, and
whether those obligations were performed, breached, or extinguished.

5) Essential elements implied by Article 1305 (and developed by the Civil Code)

While Article 1305 defines the concept, Philippine civil law doctrine operationalizes it through the traditional essential requisites of a valid contract:

Consent (meeting of minds)
Object (the subject matter: what is to be given/done/not done; must be determinate or determinable, lawful, and possible)
Cause (the essential reason or consideration that justifies the obligation; differs from motive and has technical meaning in civil law)

A contract that lacks any essential requisite is not a valid contract in the civil law sense, even if the parties “agreed” informally.

6) What counts as a “contract” in real life: enforceable agreements vs. unenforceable understandings

Article 1305’s definition is broad, but enforceability often depends on additional rules, such as:

Form requirements for certain contracts (some must be in writing or in a public instrument to be valid or enforceable against third persons, or to comply with specific statutes).
Capacity: parties must have legal capacity to give valid consent, or must act through authorized representatives.
Legality and public policy: agreements involving illegal objects or unlawful causes do not produce enforceable obligations.

Also, Philippine law recognizes practical categories that influence enforcement:

Valid and enforceable contracts
Rescissible contracts (valid but may be rescinded due to lesion/damage under specific grounds)
Voidable contracts (valid until annulled due to vitiated consent/incapacity)
Unenforceable contracts (cannot be enforced unless ratified or unless certain requirements are met)
Void or inexistent contracts (produce no legal effect)

These categories all relate back to whether the “meeting of minds” truly matured into a legally binding contract.

7) Contracts in the Philippine system: autonomy with limits

From Article 1305’s idea of voluntary binding flows the broader principle of contractual autonomy: people may shape obligations by agreement. In Philippine law, however, autonomy is limited by:

law (mandatory statutes, consumer protections, labor rules, family law limitations, banking/insurance regulations, etc.),
morals,
good customs,
public order, and
public policy.

So, even if parties “meet minds,” the state may refuse to enforce agreements that violate these limits.

8) Typical classifications of contracts (useful for applying rules)

Understanding how a contract is classified helps determine which rules apply:

By perfection

Consensual: perfected by mere consent (the general rule)
Real: requires delivery for perfection (certain contracts traditionally treated this way)
Formal/solemn: requires a specific form for validity (e.g., certain donations)

By obligations created

Unilateral: one party has a principal obligation
Bilateral/reciprocal: both parties are bound (sale: deliver vs pay)

By cause/benefit

Onerous: with an exchange/valuable consideration (sale, lease)
Gratuitous: essentially a benefit without equivalent return (donation)

By name/recognition

Nominate: specifically named and regulated (sale, lease, agency)
Innominate: not specifically named; governed by stipulations, general contract principles, and analogies

These classifications are not just academic; they affect remedies, required formalities, and interpretation.

9) How courts interpret “meeting of minds”

A recurring issue in Philippine disputes is whether consent existed and what exactly was consented to. Interpretation often centers on:

the parties’ communications (written agreements, emails, messages),
conduct before and after the supposed agreement (performance, partial payments, delivery),
business usage and trade practices,
clarity and completeness of terms (price, object, scope, duration).

Because Article 1305 is rooted in “meeting of minds,” ambiguity and inconsistency are often resolved by determining what a reasonable reading of the parties’ acts and words shows about their true agreement.

10) Practical implications of Article 1305

Article 1305’s definition yields several practical lessons in Philippine contracting:

Be clear on essential terms. Unclear object, price/consideration, or scope can defeat the “meeting of minds.”
Document consent, especially for significant transactions. While many contracts are consensual, writing reduces disputes about what was agreed upon.
Confirm authority and capacity. Contracts signed by an unauthorized representative or by a person lacking capacity invite invalidity or unenforceability issues.
Ensure legality of object and cause. Agreements that violate law or public policy will not be enforced even if both parties agreed.
Recognize that contracts create enforceable obligations. Once a contract exists, non-performance becomes a legal problem (breach), not merely a personal disappointment.

11) Summary

Article 1305 defines a contract as a meeting of minds between two persons that creates a binding legal relationship, obligating a party (often both parties) to give something or to render a service. It is the conceptual anchor of Philippine contract law: it explains why agreements become enforceable, why consent must be genuine and lawful, and why contracts are treated as voluntary sources of obligations—subject always to the limits of law and public policy.