In Philippine law, a Deed of Donation is a solemn contract where a person (the donor) disposes of a thing or right gratuitously in favor of another (the donee), who accepts it. However, issues often arise regarding the validity of these transfers, leading to the need for ratification.

Ratification is the act of curing a defect in a contract that is otherwise voidable. In the context of donations, it serves to breathe legal life into an agreement that suffered from a lack of authority, legal capacity, or procedural lapses.

Governing Law

The primary governing law for donations in the Philippines is Title III (Donation) of Book III of the Civil Code of the Philippines (Republic Act No. 386). Additionally, the Rules of Court and the 2004 Rules on Notarial Practice play crucial roles in the formalization and subsequent ratification of these instruments.

Essential Requirements for a Valid Donation

Before discussing how to fix a defective deed, one must understand the strict formal requirements under Article 748 and 749 of the Civil Code:

Movable Property:

If the value exceeds ₱5,000, the donation and the acceptance must be in writing; otherwise, it is void.

Immovable Property (Real Estate):

It must be made in a public instrument (notarized).
The acceptance must be made in the same deed or in a separate public instrument.
If acceptance is in a separate instrument, the donor must be notified in authentic form, and this step must be noted in both instruments.

When is Ratification Necessary?

Ratification applies to voidable or unenforceable contracts, not void ones. Under Article 1390 and 1403 of the Civil Code, ratification is relevant in the following scenarios:

Lack of Capacity: If the donor or donee was a minor or incapacitated at the time of the signing.
Vitiated Consent: If the donation was entered into through mistake, violence, intimidation, undue influence, or fraud.
Unauthorized Contracts: If a person entered into the Deed of Donation on behalf of another without authority or in excess of the power granted (e.g., an agent acting without a Special Power of Attorney).

Note: A donation that fails to meet the "Public Instrument" requirement for real property is generally considered void, not merely unenforceable. Technically, a void contract cannot be ratified; instead, a new, valid deed must be executed.

Methods of Ratification

Ratification may be effected in two ways:

Express Ratification: The parties execute a subsequent document (often called a "Confirmation of Deed of Donation" or "Ratification of Deed") explicitly stating their intent to bound by the previous defective agreement and waiving their right to annul it.
Implied (Tacit) Ratification: This occurs when the person who has the right to invoke the defect, with knowledge of the reason for the defect and that it has ceased, executes an act which necessarily implies an intention to waive their right.

Example: A minor who reaches the age of majority and continues to improve or reside on the donated land is deemed to have ratified the donation.

Requirements for Effective Ratification

For a ratification to be legally binding in the Philippines, the following must be present:

Knowledge of the Defect: The ratifying party must be aware of the flaw that rendered the contract voidable.
Cessation of the Cause: The cause of the defect (e.g., the intimidation or the minority) must have ceased to exist.
Action by the Injured Party: Only the party whose consent was vitiated or who was incapacitated can ratify the contract. The party who caused the fraud or intimidation cannot claim ratification for themselves.

Legal Effects of Ratification

According to Article 1396 of the Civil Code:

Retroactivity: Ratification cleanses the contract from all its defects from the moment it was constituted. It is as if the contract was valid from day one.
Extinguishment of Action: Once a Deed of Donation is ratified, the right to file an action for annulment in court is forever extinguished.

Procedural Steps for Express Ratification

If you are rectifying a Deed of Donation involving real property, follow these steps:

Draft a Supplemental Deed/Affidavit of Ratification: Clearly identify the original deed, the parties involved, and the specific defect being cured.
Notarization: The document must be acknowledged before a Notary Public to maintain its status as a public instrument.
Registration: If it involves land, the Ratification must be registered with the Registry of Deeds where the property is located to bind third parties.
Payment of Taxes: Ensure that the Donor’s Tax (currently a flat rate of 6% under the TRAIN Law) has been settled with the Bureau of Internal Revenue (BIR).

Would you like me to draft a template for a Confirmation of Deed of Donation to address a specific defect?