Employment contract is not entirely voided by a potestative condition imposed after the birth of the perfected agreement
Employment contract carrying a potestative condition is not entirely affected. A potestative condition is one the fulfillment of which depends exclusively upon the will of the debtor, in which case, the conditional obligation is void.
If it pertains to the performance of the obligation and not on the birth of the perfected contract it shall affect only such provision and not the entire stipulations.
Thus, the SC held in the case of Gemudiano vs. Naess Shipping Philippines, Inc. (G.R. No. 223825, January 20, 2020) as a rule, the parties to a contract are free to adopt such stipulations, clauses, terms and conditions as they may deem convenient provided such contractual stipulations should not be contrary to law, morals, good customs, public order or public policy.
But such is not the case in Gemudiano. Under Section D of the Addendum to the Seafarer’s contract signed by him, it states that “the employment relationship between the Employer on one hand and the Seaman on the other shall commence once the Master has issued boarding confirmation to the seaman.”
Relying on this provision, the employer insisted that there is no employer-employee relationship between them and Gemudiano and that the LA had no jurisdiction over Gemuiano’s complaint.
The SC however, held that the stipulation contained in Section D of the Addendum is a condition which holds in suspense the performance of the respective obligations of Gemudiano and his employer under the contract of employment, or the onset of their employment relations. It is a condition solely dependent on the will or whim of the employer since the commencement of the employment relations is at the discretion or prerogative of the latter’s master of the ship through the issuance of a boarding confirmation to Gemudiano.
The SC held that this kind of condition is a “potestative condition,” the fulfillment of which depends exclusively upon the will of the debtor, in which case, the conditional obligation is void. Article 1182 of the Civil Code of the Philippines states that when the fulfillment of the condition depends upon the sole will of the debtor, the conditional obligation shall be void. If it depends upon chance or upon the will of a third person, the obligation shall take effect in conformity with the provisions of the Civil Code. A potestative condition imposed not on the birth of the obligation but on its fulfillment, voids only the condition, leaving 
unaffected the obligation itself.
The condition set forth in the Addendum is one that is imposed not on the birth of the contract of employment since the contract has already been perfected, but only on the fulfillment or performance of their respective obligations, i.e., for Gemudiano to render services on board the ship and for the employer to pay him the agreed compensation for such services.
A purely potestative imposition, such as the one in the Addendum, must be obliterated from the face of the contract without affecting the rest of the stipulations considering that the condition relates to the fulfillment of an already existing obligation and not to its inception.
Moreover, the condition imposed for the commencement of the employment relations offends the principle of mutuality of contracts ordained in Article 1308 of the Civil Code which states that contracts must bind both contracting parties, and its validity or compliance cannot be left to the will of one of them. The Court is thus constrained to treat the condition as void and of no effect, and declare the respective obligations of the parties as unconditional. Consequently, the employer-employee relationship between the parties should be deemed to have arisen as of the agreed
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effectivity date of the contract of employment, or on March 12, 2013.
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