Specific Performance vs Resolution vs Damages
Quick answer: If the other party substantially fails to perform a reciprocal contract, Article 1191 generally allows the injured party to choose between fulfillment or specific performance and resolution, with damages potentially recoverable in either case.
Related: Not sure which remedy fits your situation? See remedies for non-payment or non-performance, organised by what was promised (money, delivery, work or a promise not to do something).
What is specific performance?
Specific performance asks that the contract be enforced and the other party be required to do what was promised. It is usually most useful when performance is still possible and the promised subject matter remains valuable to you.
What is resolution?
Resolution under Article 1191 of the Civil Code ends reciprocal obligations because of substantial non-performance. It is different from rescission of rescissible contracts; see rescission vs resolution. Proper resolution generally results in mutual restitution, meaning each party may have to return what it received.
What are damages?
Damages compensate for legally recoverable loss caused by the breach. They may accompany fulfillment or resolution when the legal requirements are met and the loss can be proven. When the contract fixes the amount in advance, see liquidated damages vs penalty clause.
Specific performance vs resolution vs damages
| Remedy | Main objective | Best fit |
|---|---|---|
| Specific performance | Enforce the contract | Performance remains possible and useful |
| Resolution | End reciprocal obligations | Substantial breach defeats the purpose of the contract |
| Damages | Compensate proven loss | Loss resulted from actionable breach |
When specific performance may make sense
- You still want the promised performance.
- Performance remains legally and physically possible.
- The subject matter is difficult to replace.
- Cancellation would not put you in a better position.
When resolution may make more sense
- The other party has abandoned the agreement.
- The breach defeats the contract’s purpose.
- Performance is no longer commercially useful.
- You need the return of money or property rather than continued performance.
Can I switch remedies later?
Article 1191 expressly allows the injured party who first chooses fulfillment to seek resolution later if fulfillment becomes impossible. The initial remedy choice can therefore matter strategically. If performance became impossible because of a fortuitous event rather than the debtor’s fault, the debtor may not be liable for damages; see how fortuitous events and force majeure affect contracts.
What if the breach is minor?
A slight or casual breach generally does not justify Article 1191 resolution. In that situation, enforcement, correction, contractual penalties, or damages may be more appropriate.
Remedy-selection checklist
- Is performance still possible?
- Do you still want the benefit of the contract?
- Is the breach substantial?
- Have you complied with your own obligations? If both sides breached, see when both parties breach (Article 1192).
- What money, property, or benefits have already changed hands?
- What damages can you actually prove?
- Is prescription approaching?
Related CivilLaw.ph guides
Start with Can I Cancel a Contract if the Other Party Does Not Perform?. For the legal basis, see Article 1191 resolution. You may also need the guides on demand letters, attorney’s fees, and prescription of contract actions.
This article provides general Philippine legal information and does not determine which remedy should be chosen in a particular dispute.