In Philippine law, the death of a party to a contract does not necessarily extinguish the obligations or rights arising from that agreement. The Civil Code of the Philippines provides a robust framework for determining when a contract survives the person who signed it and when it dies with them.

1. The General Rule: Relativity of Contracts

The foundational principle governing this topic is Article 1311 of the Civil Code, which states:

"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."

Under this rule, if a person signs a valid contract while alive, those rights and obligations are generally transmitted to their heirs. However, the heir is not liable beyond the value of the property he received from the decedent’s estate.

2. Contracts Signed Before Death

When a person enters into a contract and subsequently passes away, the contract remains valid and enforceable.

Binding the Estate: The estate of the deceased becomes the substituted party. Creditors or other contracting parties must file their claims against the estate during settlement proceedings (testate or intestate).
Heirs as Extensions of Personality: Heirs are considered the "privies" of the deceased. They step into the shoes of the decedent regarding property rights and obligations.

Example: Contract to Sell

If a seller signs a Contract to Sell a piece of land and dies before the final deed of sale is executed, the buyer can compel the heirs or the administrator of the estate to honor the contract, provided the buyer fulfills their payment obligations.

3. The Impact of Death on Offers (Art. 1323)

A common point of confusion arises when a party dies after an offer is made but before it is accepted.

Under Article 1323, an offer becomes ineffective upon the death, civil interdiction, insanity, or insolvency of either party before acceptance is conveyed. In this scenario, no contract is ever formed. Even if the other party accepts the offer unaware of the death, the contract is considered non-existent because the "meeting of the minds" was severed by operation of law.

4. Contracts Signed "After" Death

Any contract purportedly signed by a person after their death is void ab initio (void from the beginning).

Lack of Consent: A dead person cannot give consent, which is an essential element of a contract under Article 1318.
Forgery and Fraud: Such documents are usually the result of forgery. Under Philippine jurisprudence, a forged deed is a nullity and conveys no title.
Exception (The "Mirror Doctrine"): While the contract is void, if the property involved was subsequently sold to an innocent purchaser for value (in the case of Torrens titles), the original heirs might be barred from recovering the property, though they can seek damages against the fraudster.

5. Exceptions: When Obligations Do Not Pass to Heirs

Not all contracts survive death. There are three primary exceptions where the contract is extinguished upon the passing of a party:

I. By Nature (Intuitu Personae)

Contracts involving purely personal qualifications or skills are not transmissible.

Example: A contract for a specific artist to paint a portrait or a renowned tenor to perform at a concert. The heirs cannot be forced to perform, nor can they provide a substitute.

II. By Stipulation

The parties may expressly agree in the contract that the rights and obligations shall not pass to their heirs. If the contract contains a "non-transmissibility clause," the agreement terminates upon death.

III. By Provision of Law

Certain legal relationships are dissolved by death by virtue of specific statutes:

Agency: The death of either the principal or the agent extinguishes the agency (Art. 1919).
Partnership: The death of any partner dissolves the partnership (Art. 1830).
Commodatum: The death of either the bailor or the bailee extinguishes the contract of loan for use, unless there is a contrary stipulation (Art. 1939).

6. Procedural Enforcement

To enforce a contract against a deceased person, the claimant must usually navigate the Rules of Court:

Money Claims: If the contract involves a money debt, the creditor must file a claim against the estate in the probate or administration proceedings within the "statute of non-claims."
Specific Performance: For contracts involving the delivery of specific property, the claimant may file an action for specific performance against the executor or administrator of the estate.

Summary Table

Scenario	Legal Status	Reference
Signed while alive (General)	Valid; binds heirs/estate	Art. 1311, Civil Code
Offer made, then death (No acceptance)	Ineffective; no contract	Art. 1323, Civil Code
Signed after death (Forgery)	Void; inexistent	Art. 1318, Civil Code
Personal Service Contracts	Extinguished	Intransmissible by nature
Agency/Partnership	Extinguished	Art. 1919 / Art. 1830