Part Ⅰ General Principles
Chapter Ⅰ Application Rules
Article 1
If there is no applicable act for a civil case, the case shall be decided according to customs. If there is no such custom, the case shall be decided according to the jurisprudence.
Article 2
Only those customs which are not against public policy or morals shall be applied to a civil case.
Article 3
While a written document is required by the act, it is unnecessary written by the person himself, but it must be signed by him.
If the person uses a seal in stead of his signature, the affixing of such seal has the same effect as of his signature.
The effect of a finger-print, cross or other mark will be equivalent to the effect of a signature provided that it is certified with two witnesses' signatures.
Article 4
If a certain quantity is expressed both in characters and in figures, and if there is inconsistency between them, the expression in characters shall be governed when the court cannot ascertain the real intent of the parties.
Article 5
If a certain quantity is expressed in characters or in figures more than once, and if there is inconsistency in them, the fewest shall be governed when the court cannot ascertain the real intent of the parties.
Chapter Ⅱ Persons
Section Ⅰ Natural Persons
Article 6
The legal capacity of a person commences from the moment of live birth and terminates at death.
Article 7
An unborn child is considered as if it were already born with regard to its interests, except it was subsequently born dead.
Article 8
An absent person who has disappeared for more than seven years may be declared dead by the court upon the application of any interested person or the public prosecutor.
If the absent person was over eighty years of age and has disappeared for more than three years, he may be declared dead.
If the absent person was in a catastrophe, he may be declared dead when it has been over a year after the end of the catastrophe.
Article 9
A person who had been declared dead is presumed to be dead at the date fixed in the judgment.
In the absence of proof to the contrary, the time of death specified in the preceding paragraph shall be the date of expiration of the period specified in the preceding article.
Article 10
The property of an absent person, after his absence and up to the declaration of death, shall be administered according to the Family Act.
Article 11
When there have been two or more persons perished in a catastrophe and if the sequence of their death could not be proven, they are presumed to be dead simultaneously.
Article 12
Majority is attained upon reaching the eighteenth year of age.
Article 13
The minor, who has not reached their seventh year of age, has no capacity to make juridical acts.
The minor, who is over seven years of age, has a limited capacity to make juridical acts.
Article 14
With respect to any person who is not able to make declaration of intention, receive declaration of intention, or who lacks the ability to discern the outcome of the declaration of intention due to mental disability, the court may order the commencement of guardianship at the request of the person in question, his/her spouse, any relative within the fourth degree of kinship, a prosecutor, a competent authority, an organization of social welfare, an assistant, an agent of adult guardianship by agreement or any other interested person.
When the cause of guardianship ceases to exist, the court must revoke the order of the commencement of guardianship at the request of the applicant set forth in previous paragraph.
The court may order the commencement of assistantship, based on paragraph 1 of Article 15-1, if application of commencement of guardianship does not meet the requirement enforced in paragraph 1 of this Article.
If the cause of guardianship ceases to exist, yet assistantship is necessary, the court, based on paragraph 1 of Article 15, may order the commencement of assistantship to replace the commencement of guardianship.
Article 15
A person who has become subject to the order of the commencement of guardianship has no capacity to perform any juristic act.
Article 15-1
With respect to any person who has insufficient capacity to make declaration of intention, receive declaration of intention, or who lacks the ability to discern the outcome of the declaration of intention due to mental disability, the court may order the commencement of assistance at the request of the person in question, his/her spouse, any relative within the fourth degree of kinship, a prosecutor, a competent authority or an organization of social welfare.
When the cause of assistance ceases to exist, the court must revoke the order of the commencement of guardianship at the request of the applicant set forth in previous paragraph.
If a person who is the subject to the order of commencement of assistance is in need of guardianship, the court, under paragraph 1 of Article 14, may change the order to the commencement of guardianship.
Article 15-2
A person under assistance must obtain the consent of his/her assistant if he/she intends to perform any of the following acts; provided, however, that, this shall not apply to any act relating to pure legal benefit or the necessity based on the person’s age, status, and daily life
(1) being a responsible person of a sole proprietorship, of a partnership company, or of a juristic person;
(2) making loans for consumption, consumption deposit, a guaranty, a gift, or a trust;
(3) taking any procedural action;
(4) agreeing to compromise, conciliation, adjustment, or signing arbitration contract;
(5) performing any act with the purpose of obtaining or relinquishing any right regarding real estate, vessels, aircrafts, vehicles, or other valuable property;
(6) performing partition of the inheritance, legacy, waiving the right to inheritance, or any other related right;
(7) performing any other act, at the request of the person or his/her assistant, appointed by the court under previous provision.
The provisions of Articles 78 to 83 shall apply mutatis mutandis to conditions not agreed by assistant according to the provisions of the preceding paragraph.
The provision of Article 85 shall apply mutatis mutandis to acts, agreed by the assistant and under section 1 of paragraph 1, performed by a person under assistance.
With respect to any act which requires the consent of the assistant under paragraph 1, if the assistant does not give consent in cases where the interest of the person under assistance is unlikely to be prejudiced, the court may, at the request of the person under assistance, give permission.
Article 16
No one shall be permitted to waive his legal capacity or capacity to make juridical acts.
Article 17
No one shall be permitted to waive his liberty.
Any limitation to liberty shall not be against public policy or morals.
Article 18
When one's personality is infringed, one may apply to the court for removing. When one's personality is in danger of being infringed, one may apply for prevention.
In the preceding paragraph, an action for damages for emotional distress may be brought only it is otherwise provided by the act.
Article 19
If one's right to use his name is infringed, one may apply to the court for removing of infringement and for damages for emotional distress.
Article 20
A person who resides in a place with the intention of remaining there permanently, upon presence of supporting fact, is to establish his domicile at that place.
Every person has at all times one domicile, and no person has more than one domicile at a time.
Article 21
The domicile of a person who has no or is limited in capacity to make juridical acts is the domicile of his guardian.
Article 22
A person's residence is deemed to be his/her domicile in either of the following circumstances
(1) when his/her domicile cannot be certified.
(2) when he/she has no domicile in Taiwan except when lex domicilli governs.
Article 23
Where a person has chosen a residence for a specific purpose, the residence is deemed to be his domicile with regard to that purpose.
Article 24
A person, who has left his domicile with the intention of repealing it, upon presence of supporting fact, is to repeal the domicile.
Section Ⅱ Juridical Persons
Sub-section Ⅰ General Provisions
Article 25
A juridical person is established only according to this code or any other acts.
Article 26
Within the limits prescribed by acts and regulations, a juridical person is capable of enjoy rights and assume duties with the exception of those rights and obligations which are exclusively appertaining to natural persons.
Article 27
A juridical person must have at least one director. If there is more than one director, the execution of affairs of the juridical person shall be decided by a majority of all directors unless otherwise provided by its bylaw.
The director represents the juridical person within the management of its affairs. If there is more than one director, each director may represent the juridical person unless otherwise provided by its bylaw.
No restriction imposed upon the representative right of a director may be a valid defense against any bona fide third party.
A juridical person may have one or more controllers to control the execution of its affairs. If there is more than one controller, each controller may exercise his right of control respectively unless otherwise provided by its bylaw.
Article 28
A juridical person is jointly liable with the wrongdoer for the injury caused by its directors or other persons who are entitled to represent the juridical person in the performance of their duties.
Article 29
The domicile of a juridical person is the location of its principal office.
Article 30
A juridical person can not be established unless it has been registered with the authorities concerned.
Article 31
If a juridical person, after its registration, fails to register any entry which should have been registered, or to register any amendment to any of the entries already registered, such entry or amendment therein should not be a valid defense against any third party.
Article 32
The activities of a licensed juridical person are subject to the supervision of the authorities concerned. The authorities concerned may examine the juridical person's financial situation and ascertain whether it has violated the conditions of the license and other legal requirements.
Article 33
The director or controller of a licensed juridical person who disobeys the supervising order of, or obstructs the inspection by the authorities concerned, may be punished with a fine not exceeding five thousand Yuan.
If the director or controller set forth in the preceding paragraph violates the act, regulation, or bylaw to such an extent that may endanger interests of the public or the juridical person, the authorities concerned may apply to the court for dismissing his position and make other necessary arrangement.
Article 34
If a juridical person violates any conditions under which the license has been granted, the authorities concerned may revoke the license to the juridical person.
Article 35
When a juridical person is in a state of insolvent, the director shall immediately apply to the court for the declaration of bankruptcy.
If the director fails to make the preceding application, so that the creditors of the juridical person incur the injury, he who is negligent shall be liable for the injury. If more than one director is negligent, they shall be liable for the injury jointly.
Article 36
When the purpose or the activity of a juridical person violates the act, public policy or morals, the court may declare to dissolve the juridical person upon the application of the authorities concerned, the public prosecutor, or any interested person.
Article 37
The liquidation of a dissolved juridical person shall be dealt with by its director, unless otherwise provided its bylaw or by the resolution of the general meeting of members.
Article 38
If the appointment of the liquidator cannot be made under the preceding article, the court may appoint the liquidator by its authority or upon the application of the authorities concerned, public prosecutor, or interested person.
Article 39
Whenever necessary, the court may discharge the liquidator from his duties.
Article 40
A liquidator shall do the following duties:
(1) Wind up the business or affairs of the juridical person.
(2) Claim the obligatory rights and discharge the debts.
(3) Deliver the remaining assets to the persons entitled thereto.
The dissolved juridical person, before the end of its liquidation, is deemed to continue existence insofar as it is necessary for the liquidation.
Article 41
Unless otherwise provided by this General Provisions, the procedure of liquidation shall be carried out in conformity mutatis mutandis with the provisions governing the liquidation of a company limited by shares.
Article 42
The liquidation of a juridical person shall be subject to the supervision of the court. The court may at any time make inspection and disposition necessary for its supervision.
Whenever to revoke the license to or order the dissolution of a juridical person, the authorities concern shall notify the court simultaneously.
If a juridical person was dissolved in accordance with its bylaw or the resolution of its general meeting of members, the director shall report to the court within fifteen days after the dissolution.
Article 43
A liquidator who violates the supervising order of the court or obstructs the inspection of the court may be punished with a fine not exceeding five thousand Yuan. A director who violates the provision in the third paragraph of the preceding article may be punished with the same fine.
Article 44
After a juridical person has been dissolved and its debts have been discharged, unless otherwise provided by the act, the remaining assets shall be assigned according to its bylaw, or the resolution of the general meeting of members. Upon the dissolution of a charitable juridical person, its remaining assets shall not be assigned to any natural person or profit-seeking group.
Without such provisions in the act, in the bylaw, or of a resolution of the general meeting of members as provided in the preceding paragraph, the remaining assets of a juridical person shall be assigned to the municipal corporation in which the juridical person is domiciled.
Sub-section Ⅱ Corporations
Article 45
A business corporation acquires juridical personality according to the particular act.
Article 46
Before the registration, a charitable corporation shall obtain the license of its authorities concerned.
Article 47
Those who want to establish a corporation shall draw up its bylaw which shall contain the following entries:
(1) Purpose;
(2) Name;
(3) The number, term of office, appointment and dismissal of the director; and same of the controller, if any;
(4) The conditions and procedures for calling the general meeting of members and the method for authentication of its resolution;
(5) The contributions of the members;
(6) The acquisition and loss of membership;
(7) The date of the bylaw be drawn up;
Article 48
When a corporation is established, the following entries shall be registered:
(1) Purpose;
(2) Name;
(3) The principal and branch offices;
(4) The name and domicile of the director; and same of the controller, if any;
(5) The total assets;
(6) The date of the license, if the corporation should be licensed;
(7) The way of contributions, if any;
(8) The name of the director who represents the juridical person, if any;
(9) The period of duration, if any;
The application for the registration of a corporation shall be submitted by the director to the authorities concerned where its principal and branch offices are located. A copy of its bylaw shall be annexed to the application for registration.
Article 49
Without violating the provisions of articles 50 to 58, the bylaw may provide for the organization of the corporation and the relations between the corporation and its members.
Article 50
The supreme organ of a corporation is the general meeting of its members.
The following entries shall be passed by the resolution of the general meeting of members:
(1) The alteration of the bylaw;
(2) The appointment and dismissal of the director and the controller;
(3) The supervision of the director and the controller in doing of their duties;
(4) The removal of members for good causes.
Article 51
The general meeting of members shall be called at least once a year by the director; if the director does not call the general meeting, the controller may call it.
When over one-tenth of the members of a corporation request the director to call a general meeting, expressing the purpose of the meeting and the reason for its calling, the director shall call the meeting accordingly.
After the receipt of above request, if the director does not call the meeting within one month, the member, who have made the request, with the authorization of the court, may call the meeting.
The notice of calling, unless otherwise provided by the bylaw, shall be given to the members 30days in advance. The agenda of the general meeting shall be specified in the notice.
Article 52
Unless otherwise provided by this Code, the resolution of the general meeting of members shall be passed if it passed by a majority of its members present.
The voting right of each member is equal.
Unless otherwise limited by the bylaw, a member may delegate another with a written document to exercise his voting right, but each person may act as proxy for one member only.
Any member who has conflict of interests in the matter under resolution of the general meeting of members which may damage the corporation shall not vote or exercise as a proxy to vote.
Article 53
The resolution concerning the alteration of the bylaw of a corporation shall be passed at a meeting at which the majority of the members of the corporation are present, and by a majority of over three-fourths of the members present, or when over two-thirds of the members of the corporation declare their consent in writing.
The alteration of the bylaw of a licensed corporation shall be approved by the authorities concerned.
Article 54
The members may withdraw from the corporation at any time unless the bylaw requires that the members have to remain until the end of the business year, or the expiration of notice period of withdrawal.
The period of notice in the preceding paragraph shall not exceed six months.
Article 55
The member who is withdrew or dismissed has no claim for the property of the corporation unless otherwise provided by the bylaw of a non-charitable corporation.
The member in the preceding paragraph continues to be liable for his share of the contributions which has become due before his withdrawal or dismissal.
Article 56
If the calling procedure or the method of a resolution of a general meeting of members violates the act, regulations, or the bylaw of the corporation, any member may apply to the court to revoke the resolution within three months after the resolution, except the member who was present and did not make objection against the calling procedure or the method of the resolution at the meeting.
The content of the resolution passed by the general meeting of members which violates the act, regulations, or the bylaw of the corporation shall be void.
Article 57
A corporation may be dissolved, at any time, by a resolution of the general meeting of members passed by a majority vote of over two-thirds of the members of the corporation.
Article 58
When the affairs of a corporation can not be proceeded any more according to its bylaw, the corporation may be dissolved by the court upon the application of the authorities concerned, public prosecutor, or any interested person.
Sub-section Ⅲ Foundation
Article 59
Before registration, a foundation shall be licensed by the authorities concerned.
Article 60
Those who want to establish a foundation shall draw up an act of endowment, except in the case of endowment by will.
The act of endowment shall provide the purpose of the foundation and the assets endowed.
When a foundation is established with endowment by will, and there is no executor, the court may appoint an executor upon the application of the authorities concerned, public prosecutor, or any interested person.
Article 61
When a foundation is established, the following entries shall be registered:
(1) Purpose;
(2) Name;
(3) The principal and branch offices;
(4) The total assets;
(5) The date of the license;
(6) The name and domicile of the director, and same of the controller, if any;
(7) The name of the director who represents the juridical person, if any;
(8) The period of duration, if any.
The application for the registration of a foundation shall be submitted by the director to the authorities concerned of the place where its principal and branch offices are located. A copy of its act of endowment or the will shall be annexed to the application for registration.
Article 62
The organization and method of administration of a foundation shall be stipulated by the founder in the act of endowment or will. If the organization or the important method of administration, as provided in the act of endowment or will, is insufficient, the court may take necessary disposition upon the application of the authorities concerned, public prosecutor or any interested person.
Article 63
In order to maintain the purpose of a foundation or preserve its assets, the court may alter the foundation's organization upon the application of the founder, the director, authorities concerned, public prosecutor, or any interested person.
Article 64
The act of the director of a foundation, which violates the act of endowment, may be declared void by the court, upon the application of the authorities concerned, public prosecutor or any interested person.
Article 65
If the purpose of a foundation can not be completed because of change of circumstances, the authorities concerned may, after considering the intent of the founder, change the purpose and the necessary organization of the foundation, or dissolve it.
Chapter Ⅲ Things
Article 66
Real property is land and things which are constantly affixed thereto.
The products of the real property, if they are not separated therefrom, constitute a part of the real property.
Article 67
Personal property is any thing except real property mentioned in the preceding article.
Article 68
Accessories are things which are not part of the principal thing, but usually facilitate its utilization and belong to the same owner. However, if there is a particular custom in trade, such custom shall be prevalent.
The disposition of a principal thing extends to its accessories.
Article 69
Natural profits are products of the earth, animals, and other products which are produced from another thing without diminution of its substance.
Civil profits are interest, rentals and other revenue derived from the legal relation.
Article 70
A person who is entitled to the natural profits of a thing acquires the profits which are separated from the thing for the duration of his right.
A person who is entitled to the civil profits of a thing acquires them in proportion to the number of days for the duration of his right.
Chapter IV Juridical Acts
Section Ⅰ General Provisions
Article 71
A juridical act which violates an imperative or prohibitive provision of the act is void except voidance is not implied in the provision.
Article 72
A juridical act which is against public policy or morals is void.
Article 73
A juridical act which does not follow the formality required by the act is void unless otherwise provided by the act.
Article 74
If a juridical act whereby a person profiting by the difficulties, recklessness or inexperience of another causes to be delivered or promised pecuniary payment to such an extent that under that circumstances, the transaction is obviously unfair, the court may revoke the juridical act or reduce the payment upon the application of any interested person.
The application mentioned in the preceding paragraph must be made within one year from the date of the juridical act.
Section Ⅱ Capacity to Make Juridical Acts
Article 75
The expression of intent of a person who has no capacity to make juridical acts is void. An expression is also void which is made by a person who, though not without capacity to make juridical acts, in a condition of unconsciousness or mental disorder.
Article 76
A person who has no capacity to make juridical acts shall be represented by his guardian for making or receiving an expression of intent.
Article 77
The making or receiving of an expression of intent of a person who is limited in capacity to make juridical acts must be approved by his guardian, except when the expression of intent relates to the pure acquisition of a legal advantage, or to the necessaries of life according to his age and status.
Article 78
A unilateral act made by a person limited in capacity to make juridical acts without the approval of his guardian is void.
Article 79
A contract made by a person limited in capacity to make juridical acts without the approval of his guardian is valid upon the acknowledgement of the guardian.
Article 80
The other party to the contract mentioned in the preceding article may fix a period, not less than one month, and request the guardian to answer definitely within such period whether he acknowledged the contract or not.
If the guardian does not give a definite answers within the period mentioned in the preceding paragraph, it shall be deemed as refusal.
Article 81
After the cause for which a person's capacity to make juridical acts is limited has ended in existence, his acknowledgement of the contract which he has previously made has the same effect as that of his guardian.
The provision of the preceding article applies mutatis mutandis to the case provided in the preceding paragraph.
Article 82
Before the acknowledgement of the contract made by a person who is limited in capacity to make juridical acts, the other party to the contract may withdraw it, except he knew that the approval of the guardian had not been given, when the contract was made.
Article 83
A juridical act made by a person who is limited in capacity to make juridical acts is valid if such person has induced the other party, by using fraudulent means, to believe that he had capacity to make juridical acts or that he had obtained the approval of his guardian.
Article 84
A person who is limited in capacity to make juridical acts is able to dispose of the property which his guardian has approved him to dispose of it.
Article 85
If the guardian of a person who is limited in capacity to make juridical acts has approved the latter to run business independently, such person has capacity to make juridical acts concerning the said business.
If the person limited in capacity to make juridical acts is unable to run the business thus approved, his guardian may revoke or restrict his approved, but it shall not be a valid defense against any bona fide third party.
Section 3 Expression of Intent
Article 86
An expression of intent shall not be void for the expresser did not intend to be bound by it, except the fact was known to the other party.
Article 87
A fictitious expression of intent made by the expresser in collusion with other party is void, but the voidance can not be a valid defense against any bona fide third party.
If the fictitious expression of intent was intended to conceal another juridical act, the provisions of the act with respect to such another juridical act shall apply.
Article 88
If the expression was acting under a mistake as to the contents of his expression of intent, or had known the situation of affairs, he would not make the expression; he may revoke the expression; provided that the mistake or the ignorance of the affairs was not due to his own fault.
If a mistake in respect to the qualification of the other party or the nature of a thing is regarded as essential in trade, it shall be deemed a mistake as to the contents of the expression of intent.
Article 89
If an expression of intent has been incorrectly transmitted by the person or institution employed for its transmission, it may be revoked under the same conditions as provided in the preceding article.
Article 90
The right of revocation provided in the preceding two articles would be extinguished after one year from the date of expression.
Article 91
If a expression of intent is revoked according to Article 88 or Article 89, the expresser is bound to compensate for any injury which the other party or any third party may have sustained by relying upon the validity of the expression, except the injured party knew, or might know, of the ground on which the expression was revocable.
Article 92
An expression of intent which is procured by fraud or by duress may be revoked by the expresser. If the fraud was done by a third party, the expression may be revoked only under the circumstances that the other party knew, or might know the affairs.
The revocation of an expression of intent on the ground of fraud can not be a valid defense against the bona fide third party.
Article 93
The right of revocation in the preceding article must be exercised within one year from the date when the fraud was discovered or when the duress ceased. But it can not be exercised after ten years since the expression of intent.
Article 94
An expression of intent inter presents becomes effective at the moment when the person to whom it is made understands it well.
Article 95
An expression of intent inter absents becomes effective at the moment when the notification of the expression reaches such other party, except when the withdrawal of the notification previously or simultaneously reaches such other party.
The fact that after the notification of the expression the expresser dies, or becomes no capacity to make juridical acts, or is limited in capacity to make juridical acts, shall not null the expression of intent.
Article 96
If an expression of intent is made to a person with no capacity or limited in capacity to make juridical acts, it becomes effective when the notification of the expression reaches the guardian of the person.
Article 97
If an expresser, not due to his fault, is ignorant of name and residence of the other party, the notification of the expression may be effected by the service by publication according to the Civil Procedure Code.
Article 98
In the interpretation of an expression of intent, the real intention of the parties must be sought rather than the literal meaning of the words.
Section 4 - Conditions and Time of Commencement and Ending
Article 99
If a juridical act is subject to a suspenseful condition, it becomes effective on the fulfillment of the condition.
If a juridical act is subject to a resolutory condition, it ceases to be effective on the fulfillment of the condition.
If the effect of the fulfillment of the condition shall commence at another time than the time of fulfillment of the condition according to particular agreement of the parties, such particular agreement shall govern.
Article 100
If the party of a conditional juridical act has, during the pending of the fulfillment, made any act damaging the interests which the other party would have derived from the fulfillment of the condition, he is liable for any injury resulting therefrom.
Article 101
If the fulfillment of a condition is prevented by improper means of the party to whose disadvantages it would operate, the condition is deemed to have been fulfilled.
If the fulfillment of the condition is brought about by improper means of the party to whose advantages it would operate, the condition is deemed not to have been fulfilled.
Article 102
If a juridical act is subject to a time for its commencement, it becomes effective when the time arrives.
If a juridical is subject to a time for its ending, it ceases to be effective when the time arrives.
The provision of Article 100 shall apply mutatis mutandis to the case under the preceding two paragraphs.
Section 5 -Agency
Article 103
An expression of intent which an agent makes in the name of the principal within the scope of his delegated power takes effect directly to the principal.
If an expression of intent which is required to be made to the principal is made to his agent, the provision of the preceding paragraph shall be mutatis mutandis applied.
Article 104
The effectiveness of an expression of intent made by or to an agent is not impaired by the fact that he is limited in the capacity to make juridical acts.
Article 105
If the effectiveness of an expression of intent of an agent is impaired by the lack of intent, by fraud, or by duress, or by knowledge, or by culpable ignorance of certain circumstances, the existence of the fact shall be determined with regard to the agent.
But if the agent derives his authority from a juridical act and the expression of intent was made following the definite instructions of the principal, the existence of the fact shall be determined with regard to the principal.
Article 106
Without the consent of the principal, an agent shall not make a juridical act in the name of his principal with himself in his own name, nor shall he, as an agent of a third party, make a juridical act in the name of the principal with such third party, except when the juridical act consists exclusively in the performance of an obligation.
Article 107
The limitation or withdrawal of the delegated power shall not be a valid defense against any bona fide third party, except the ignorance of the third party is due to his fault.
Article 108
The delegated power is terminated in accordance with the legal relation from which it is delegated.
The delegated power may be withdrawn for the duration of the legal relation from which it is delegated, except when according to the nature of the legal relation it can not be withdrawn.
Article 109
At the termination or withdrawal of the delegated power, the agent shall return the written delegation of agency to the party who gave it; he has no right to retain it.
Article 110
If one who has no delegated power to make a juridical act as an agent of another person, he is liable for the injury to the bona fide other party.
Section 6 - Voidance and Revocation
Article 111
If a part of a juridical act is void, the whole juridical act is void; however, if the juridical act could exist excluding the void part, the other part remains valid.
Article 112
If a void juridical act satisfies the requirement of another juridical act, the latter is valid if under the circumstances it may be assumed at its validity would have been intended by the parties on knowing of the voidance of the former.
Article 113
When a party made a void juridical act knew or might know that it was void, he shall be liable to recover the status of things to its original condition, or to compensate for any injury arising therefrom.
Article 114
If a juridical act has been revoked, it is deemed to have been void ab initio.
If a juridical act which is revocable was known or might have been known to the parties concerned, the provision of the preceding article shall apply mutatis mutandis to the revocation of the juridical act.
Article 115
Unless it is otherwise agreed upon, the acknowledgement of a voidable juridical act makes the juridical act valid from the moment when it was made.
Article 116
The revocation or acknowledgement of a juridical act shall be made by an expression of intent.
If the other party is known, the declaration of intent shall be made to him.
Article 117
If the validity of a juridical act depends upon the consent of a third party, the giving or the refusal of the consent may be declared to either one of the parties.
Article 118
The disposition of any object which is made by a person without title is effective only upon the acknowledgement of the person entitled.
If the person without title acquires title to the object after having made a disposition , the disposition is valid ab initio, but interests obtained by the original interested party or any third party shall not be affected thereupon.
In the preceding paragraph, if several incompatible dispositions have been made, only the earliest disposition is valid.
Chapter V Dates and Periods
Article 119
The provisions of this chapter apply, unless otherwise provided, to the calculation of dates and periods specified in acts and regulations, judgments, or juridical acts.
Article 120
If a period is fixed by hours, it shall commence immediately.
If a period is fixed by days, weeks, months, or years, the first day is not included in the calculation.
Article 121
If a period is fixed by days, weeks, months, or years, it ends with the ending of the last day of the period.
If a period fixed by weeks, months, and years does not commence from the beginning of a week, month, or year, it ends with the ending of the day which proceeds the day of the last week, month, or year which corresponds to that on which it began to commence. But if there is no corresponding day in the last month, the period ends with the ending of the last day of the last month.
Article 122
If an expression of intent is required to be made or a performance is to be effected on a specific date or within a specific period, and if the specific day or the last day of the specific period falls on a Sunday, commemoration day, or any other holiday, the day following the holiday takes it place.
Article 123
The month or the year specified in this code is to be calculated in accordance with the official calendar.
If a period is fixed by months or years in such a manner that they does not calculate consecutively, a month is reckoned as thirty days, a year as three hundred and sixty-five days.
Article 124
The age of a person is counted from his birthday.
If the month and the day of birth of a person are impossible to ascertain, he is presumed to have been born on the first day of July. If the month is known and the day is impossible to ascertain, he is presumed to have been born on the fifteenth day of the said month.
Chapter VI Extinctive Prescription
Article 125
Unless shorter periods are provided by the act, a claim is extinguished by prescription if it is not exercised within fifteen years.
Article 126
If the claim is for the payment of interest, dividends, rentals, maintenance, pensions, and other periodical prestations falling due at sated intervals of one year or less, each successive payment of the claim is extinguished by prescription if it is not exercised within five years.
Article 127
The claim with regard to the following is extinguished by prescription if not exercised within two years:
(1) Charges for lodging, food or seats, for the price of articles for consumption, and for disbursements, made by inn, restaurants and places of entertainment;
(2) Charges for transportation and for disbursements, made by the carrier;
(3) Rentals due to a person who carries on a business of letting personal property;
(4) Fees, charges for medicine and remuneration of medical practitioners, pharmacists and nurses, and the disbursements made by them;
(5) Remuneration of attorneys, certified public accountants and public notaries, and the disbursements made by them;
(6) Restoration of things received from the parties to an action by attorneys, certified public accountants and public notaries;
(7) Remuneration of technical experts and undertakers, and the disbursements made by them;
(8) Price of goods or products supplied by merchants, manufactures and those who practice handmade arts.
Article 128
Extinctive prescription starts from the moment when the claim may be exercised. If the claim is for the forbearance of an act, the prescription starts from the time of act.
Article 129
Extinctive prescription is interrupted by any one the following causes:
(1) A demand for the satisfaction of the claim;
(2) An acknowledgement of the claim;
(3) An action brought for the satisfaction of the claim;
Any of the following entries is equivalent to bring an action:
(1) Application for issuance of an order for payment in accordance with a hortatory procedure;
(2) Application for conciliation or submission to arbitration;
(3) Representation of a compromise on credit or a claim in a bankruptcy process;
(4) Notice of the pending action;
(5) Institution of proceedings in execution or application for compulsory execution.
Article 130
If a prescription is interrupted by the making of a demand, and if an action has not been brought for the satisfaction of the claim within six months from the date of the demand, the prescription is deemed not to have been interrupted.
Article 131
If a prescription is interrupted by bring an action, and is withdrawn or dismissed as non-conformable to the act by a final judgment, the prescription is deemed not to have been interrupted.
Article 132
If a prescription is interrupted by an application of an order for payment, and if the application is withdrawn, or dismissed by a judgment, or the order for payment ceases to be effective, the prescription is deemed not to have been interrupted.
Article 133
If a prescription is interrupted by an application for conciliation or submission to arbitration, and if the application for conciliation is withdrawn, or dismissed, or the conciliation fail, or the submission to arbitration is withdrawn, or no award can be made in the arbitration, the prescription is deemed not to have been interrupted.
Article 134
If a prescription is interrupted by presentation of a compromise on credit or a claim in bankruptcy process, and if the presentation is withdrawn, the prescription is deemed not to have been interrupted.
Article 135
If a prescription is interrupted by notice of the pending action, and if no action is brought within six months after termination of the pending action, the prescription is deemed not to have been interrupted.
Article 136
If a prescription is interrupted by institution of proceedings in execution, and if the order for execution is vacated upon the application of the person entitled, or by reason of the non-fulfillment of legal requirements, the prescription is deemed not to have been interrupted.
If a prescription is interrupted by an application for compulsory execution, and if the application is withdrawn or dismissed, the prescription is deemed not to have been interrupted.
Article 137
If a prescription has been interrupted, it recommences from the time when termination of the cause of the interruption.
If a prescription has been interrupted by bringing an action, it recommences from the moment when the action is decided by a final judgment on the merits or otherwise terminated.
If the claim is ascertained by a final judgment on the merits or a ground of execution having the same effect as a final judgment on the merits, and if the original prescription was less than five years, the prescription recommenced after interruption shall be five years.
Article 138
The interruption of a prescription takes effect among the parties, their successors and assignees only.
Article 139
If a prescription can not be interrupted owing to force majeure or any other unavoidable cause at the ending of the period for the prescription, the said prescription is not complete until the expiration of one month from the time when such obstruction ends.
Article 140
The prescription of a claim in favor of or against the property of a succession is not complete until the expiration of six months from the moment when the successor is ascertained, the administrator is appointed or the bankruptcy is declared.
Article 141
If a person who has no capacity to make juridical acts or has a limited capacity to make juridical acts is left without a guardian within six months before the ending of the period for prescription, the said prescription is not complete until the expiration of six months from the time when such person reaches capacity to make juridical acts or when his guardian enters upon his duties.
Article 142
The prescription of a claim against the guardian of person, who has no capacity to make juridical acts or has a limited capacity to make juridical acts, is not complete until the expiration of one year after his legal relation to the guardian has discontinued.
Article 143
The prescription of a claim of a husband against his wife or of a wife against her husband is not complete until the expiration of one year after the marriage has dissolved.
Article 144
After the completion of a prescription, the debtor is entitled to refuse to perform his obligation.
If any prestation is made in satisfaction of a claim extinguished by a prescription, the debtor may not demand the return of the prestation on the ground that he was ignorant of the prescription. The preceding rule applies to a contractual acknowledgement of obligation and to the giving of security for the obligation.
Article 145
Although a claim for which there is a mortgage, a lien, or a right of retention has been extinguished by a prescription, the creditor is still entitled to satisfy him out of the things mortgaged, liened, or retained.
The provision of the preceding paragraph does not apply to a claim for interest or other successive payments of periodical prestations when the claim has been extinguished by prescription.
Article 146
The effect of prescription of the principal claims extends to the accessory claim, unless otherwise provided by the act.
Article 147
The period of prescription may not be extended or reduced by juridical acts. The advantage of prescription may not be waived in advance.
Chapter VII Exercise of Rights
Article 148
A right can not be exercised for the main purpose of violating public interests or damaging the others.
A right shall be exercised and a duty shall be performed in accordance with the means of good faith.
Article 149
A person acting in defense of his own rights or the rights of another against immediate unlawful infringement thereof is not liable to compensate for any injury arising from his action. But if anything is done in excess of what is required for necessary defense, he is still liable to make a reasonable compensation.
Article 150
A person acting to avoid an imminent danger menacing the life, body, liberty or property of himself or of another is not liable to compensate for any injury arising from his action, provided the action is necessary for avoiding the danger and does not exceed the limit of the injury which would have been caused by the said danger.
Under the circumstances specified in the preceding paragraph, if the person so acting is responsible for the occurrence of the danger, he is liable to compensate for any injury arising from his act.
Article 151
In order to protect his rights, a person who restrains, seizes, or destroys the liberty or the property of another is not liable to compensate for any injury arising therefrom, provided the assistance of the court or other relevant authorities could not be obtained in due time and there was a fact that if the person did not act immediately, the exercise of his rights would be rendered impossible or manifestly arduous.
Article 152
According to the provision of the preceding article, a person who restrains the liberty or seizes the property of another shall apply immediately to the court for assistance.
If the application mentioned in the preceding paragraph is dismissed or is not made in time, this person is liable to compensate for any injury arising from his action.
Part Ⅱ Obligations
Chapter I General Provisions
Section 1 - Sources of Obligations
Sub-section 1 Contracts
Article 153
When the parties have reciprocally declared their concordant intent, either expressly or impliedly, a contract shall be constituted.
If the parties agree on all the essential elements of the contract but have expressed no intent as to the non-essential elements, the contract shall be presumed to be constituted. In the absence of an agreement on the above-mentioned non-essential elements, the court shall decide them according to the nature of the affair.
Article 154
A person who offers to make a contract shall be bound by his offer except at the time of offer he has excluded this obligation or except it may be presumed from the circumstances or from the nature of the affair that he did not intend to be bound.
Exposing goods for sale with their selling price shall be deemed to be an offer. However, the sending of pricelists is not deemed to be an offer.
Article 155
An offer ceases to be binding if it is refused.
Article 156
An offer made inter presentes ceases to be binding if it is not accepted at once.
Article 157
An offer made inter absentes ceases to be binding if it is not accepted by the other party within the time during which notice of acceptance may be expected to arrive under ordinary circumstances.
Article 158
If a period of time for the acceptance of the offer has been fixed, the offer ceases to be binding if it is not accepted within such period.
Article 159
If an acceptance arrives late though it should usually arrive within a reasonable time by its transmitting manner, and this might be known to the offerer, the offerer should immediately notify the acceptor of such delay.
If the offerer delays the notice specified in the preceding paragraph, the acceptance shall be deemed to have arrived without delay.
Article 160
An acceptance which arrives late, except under the circumstances in the preceding article, shall be deemed to be a new offer.
An acceptance with amplifications, limitations or other alterations shall be deemed to be a refusal of the original offer and the making of a new offer.
Article 161
In cases where according to customs or owing to the nature of the affair, a notice of acceptance is not necessary, the contract shall be constituted when, within a reasonable time, there is a fact, which may be considered as an acceptance of the offer.
The provision of the preceding paragraph shall be mutatis mutandis applied when at the time of offer the offerer has waived notice of acceptance.
Article 162
If a notice of withdrawing an offer arrives after the arrival of the offer itself, though it should usually arrive before or simultaneously with the arrival of the offer within a reasonable time by its transmitting manner, and this might be known to the other party, the other party so notified should notify the offerer immediately of such delay.
If such other party delays the notice specified in the preceding paragraph, the notice of withdrawing the offer shall be deemed to have arrived without delay.
Article 163
The provisions of the preceding article shall apply mutatis mutandis to the withdrawal of acceptance.
Article 164
When a public notice promises to reward the person for his performance of a particular act, it is a rewarding public notice. The promisor is bound to deliver the reward to the person who has performed the act.
When the act specified in the preceding paragraph has been successively performed by several persons, it is the person who has performed first acquires the claim for reward; when the act has been performed jointly by several persons or performed simultaneously by several persons respectively, it is these persons who acquire the claim for reward jointly.
In the preceding paragraph, if the promisor has delivered the reward in good faith to the person who has first notified his performance, the obligation of the promisor to deliver the reward shall be extinguished.
The provisions of the preceding three paragraphs shall apply mutatis mutandis to the person who has performed such act specified in the public notice without knowing of this notice.
Article 164-1
If there is a specific right acquired because of the performance of an act in the preceding article, this right shall belong to the person who has performed the act, unless otherwise notified in the public notice.
Article 165
When a promise of reward made by a public notice is withdrawn before the act is performed, the promisor is bound to compensate the person performing the act in good faith for the injury arising therefrom, unless the promisor can prove that the person could have never performed the act. The compensation shall not exceed the amount of the promised reward.
When there is a period of time fixed for the performance in the public notice, the promisor is presumed to waive his withdrawing right.
Article 165-1
If a public notice promises to reward the person who has performed a particular act, notified within a certain period of time and has been evaluated as the best, it is a rewarding public notice for the best. The promisor is bound to deliver the reward in the completion of the evaluation.
Article 165-2
The evaluation in the preceding article shall be proceeded by the person appointed in the public notice. If there is no any appointment in the public notice, it shall be proceed with the manner decided by the promisor.
The evaluation according to the provision of the preceding paragraph shall be binding on the promisor and the promisee.
Article 165-3
If there are several persons evaluated as the best, unless otherwise notified in the public notice, these persons acquire the claim for reward jointly.
Article 165-4
The provision of Article 164-1 shall apply mutatis mutandis to the rewarding public notice for the best.
Article 166
If it is agreed between the parties that a contract shall be made in a certain definite form, the contract is presumed to be not constituted before the completion of such form.
Article 166-1
If a contract is made for the obligations of the transferring, creation, or altering of rights over the real property, it shall be made in the notarization made by the notary public.
A contract not notarized according to the provision of the preceding paragraph could still be valid if the parties have agreed on the transferring, creation, or altering of rights over the real property and have completed the recordation.
Sub-section 2 Conferring Of Authority Of Agency
Article 167
If authority of agency is conferred by a juridical act, it shall be made by an expression of intent to the agent or to the third party with whom the delegated act is transacted.
Article 168
If there are several agents, the delegated act shall be transacted by them jointly, unless otherwise provided by the act or the principal's expression of intent.
Article 169
A person, who by his own acts represents he has conferred the authority of agency to another person, or who knows that another person declares himself to be his agent and failed to express a contrary intent, shall be liable to the third party as a person who has conferred that authority, except the third party knew, or might know of the absence of authority.
Article 170
A juridical act made in the name of an agent by a person of no authority of agency shall not be effective to the principal except it is acknowledged by the principal.
In the case specified in the preceding paragraph, the other party to the juridical act may fix a reasonable period and request the principal to declare definitely whether he acknowledges it or not. If the principal does not give a definite answer within the specified period, the acknowledgement shall be deemed to have been refused.
Article 171
[The expression of intend in]A juridical act made by a person of no authority of agency may be withdrawn by the other party to the act before the acknowledgement of the principal, except where such other party knew of the absence of authority at the time of the act.
Sub-section 3 Management Of Affairs Without Mandate
Article 172
A person, who manages an affair of another person without a mandate or obligation, shall manage the affair in conformity with the principal's expressed or presumptive wishes and in the manner beneficial to the principal.
Article 173
The manager shall notify the principal without delay at the beginning of the management in so far as the notice is possible. If there is no urgency, he shall wait for the instructions of the principal.
The provisions of Articles 540 to Article 542 concerning Mandate shall apply mutatis mutandis to Management of Affairs without Mandate.
Article 174
If the undertaking of the management of the affair is against the principal's expressed or presumptive wishes, the manager is bound to compensate the principal for any injury arising from his management, even if no negligence is in his act.
The provision of the preceding paragraph shall not apply if the undertaking of the management of the affair is in order to fulfill an obligation of public interests for the principal or to fulfill a statutory duty of the principal to furnish maintenance to others, or the principal's wishes are against the public policy or morals.
Article 175
If the undertaking of the management of the affair is in order to avert an imminent danger which threatens the life, body or property of the principal, the manager is not responsible for any injury derived from his management, except in case of bad faith or gross negligence.
Article 176
If the management of the affair is beneficial to the principal and is not against his expressed or presumptive wishes, and where the manager has, for the principal, made necessary or beneficial expenses, or assumed debt, or suffered injury, he is entitled to claim against the principal for the reimbursement of such expenses plus interest commencing from the date of outlay, or the payment of such debt, or compensation for the injury sustained.
In the cases provided by the second paragraph of Article 174, the manager may still have the claim in the preceding paragraph, even if the undertaking of the management of the affair is against the principal's wishes.
Article 177
If the management of the affair does not accord with the provisions of the preceding article, the principal may still be entitled to the interests derived from the management. But the obligation specified in the first paragraph of the preceding article of the principal towards the manager shall be only to the extent of the interests he acquired.
The provision of the preceding paragraph shall apply mutatis mutandis to the situation when the manager knew it was another person's affair but still managed for his own interests.
Article 178
If the management of the affair is acknowledged by the principal, unless otherwise expressed by the parties, from the beginning of the management, the provisions concerning Mandate shall be applied.
Sub-section 4 Unjust Enrichment
Article 179
A person who acquires interests without any legal ground and prejudice to the other shall be bound to return it. The same rule shall be applied if a legal ground existed originally but disappeared subsequently.
Article 180
In any of the following cases, the prestation shall not be claimed to return:
(1) If the prestation was for the performance of a moral obligation;
(2) If the prestation made by the debtor for the performance of an undue obligation;
(3) If the person who has made a prestation for the purpose of performing an obligation knew, at the time of performance, that he was not bound to perform;
(4) If the prestation was made for an unlawful cause. Except when the unlawful cause exists only with regard to the recipient.
Article 181
In addition to the interests received, a recipient unjustly enriched shall return whatever he acquired by virtue of such interests. If restitution is impossible by reason of the very nature of the interests or by reason of any other circumstance, he shall be bound to reimburse the value.
Article 182
The recipient, who did not know of the absence of the legal ground and the interests have no longer existed, is released from the obligation to return the interests or reimburse the value.
If the recipient knew of the absence of the legal ground at the time of the receipt, or if he was subsequently aware of it, he shall be bound to return the interests acquired at the time of the receipt or such interests still existing at the time when he was aware of the absence of the legal ground plus the interest and to make compensation for the injury, if any.
Article 183
When the recipient unjustly enriched transferred gratuitously whatever he has received to a third party, and therefore the recipient is released from his obligation to return the interests, such third party shall be bound to make restitution to the extent which the recipient is released from his obligation.
Sub-section 5 Torts
Article 184
A person who, intentionally or negligently, has wrongfully damaged the rights of another is bound to compensate him for any injury arising therefrom. The same rule shall be applied when the injury is done intentionally in a manner against the rules of morals.
A person, who violates a statutory provision enacted for the protection of others and therefore prejudice to others, is bound to compensate for the injury, except no negligence in his act can be proved.
Article 185
If several persons have wrongfully damaged the rights of another jointly, they are jointly liable for the injury arising therefrom. The same rule shall be applied even if which one has actually caused the injury cannot be sure.
Instigators and accomplices are deemed to be joint tortfeasors.
Article 186
An official, who has intentionally committed a breach of duty which he ought to exercise in favor of a third party and therefore prejudice to such third party, is liable for any injury arising therefrom. If the breach is the result of this official's negligence, he may be held liable to compensate only in so far as the injured person is unable to obtain compensation by other means.
In the case mentioned in the preceding paragraph, if the injured person who may obviate the injury by making use of a legal remedy has intentionally or negligently omitted to make use of it, the official shall not be liable to compensate for the injury.
Article 187
A person of no capacity or limited in capacity to make juridical acts, who has wrongfully damaged the rights of another, shall be jointly liable with his guardian for any injury arising therefrom if he is capable of discernment at the time of committing such an act. If he is incapable of discernment at the time of committing the act, his guardian alone shall be liable for such injury.
In the case of the preceding paragraph, the guardian is not liable if there is no negligence in his duty of supervision, or if the injury would have been occasioned notwithstanding the exercise of reasonable supervision.
If compensation cannot be obtained according to the provisions of the preceding two paragraphs, the court may, on the application of the injured person, take the financial conditions among the tortfeasors, the guardian and the injured person into consideration, and order the tortfeasors or his guardian to compensate for a part or the whole of the injury.
The provision of the preceding paragraph shall apply mutatis mutandis to cases where the injury has been caused to a third party by a person other than those specified in the first paragraph in a condition of unconsciousness or of mental disorder.
Article 188
The employer shall be jointly liable to make compensation for any injury which the employee has wrongfully caused to the rights of another in the performance of his duties. However, the employer is not liable for the injury if he has exercised reasonable care in the selection of the employee, and in the supervision of the performance of his duties, or if the injury would have been occasioned notwithstanding the exercise of such reasonable care.
If compensation cannot be obtained according to the provision of the preceding paragraph, the court may, on the application of the injured person, take the financial conditions of the employer and the injured person into consideration, and order the employer to compensate for a part or the whole of the injury.
The employer who has made compensation as specified in the preceding paragraph may claim for reimbursement against the employee committed the wrongful act.
Article 189
The proprietor is not liable for the injury wrongfully caused by an undertaker to the rights of another in the course of his work, unless the proprietor was negligent in regard to the work ordered or his instructions.
Article 190
If injury is caused by an animal, the possessor is bound to compensate the injured person for any injury arising therefrom, unless reasonable care in keeping according to the species and nature of the animal has been exercised, or unless the injury would have been occasioned notwithstanding the exercise of such reasonable care.
The possessor may claim for reimbursement against the third party, who has excited or provoked the animal, or against the possessor of another animal which has caused the excitement or provocation.
Article 191
The injury, which is caused by a building or other work on privately owned land, shall be compensated by the owner of such building or work, unless there is no defective construction or insufficient maintenance in such building or work, or the injury was not caused by the defectiveness or insufficiency, or the owner has exercised reasonable care to prevent such injury.
In the case of the preceding paragraph, if there is another person who shall be responsible for the injury, the owner making compensation may make a claim for reimbursement against such person.
Article 191-1
The manufacturer is liable for the injury to another arising from the common use or consumption of his merchandise, unless there is no defectiveness in the production, manufacture, process, or design of the merchandise, or the injury is not caused by the defectiveness, or the manufacturer has exercised reasonable care to prevent the injury.
The manufacturer mentioned in the preceding paragraph is the person who produces, manufactures, or processes the merchandise. Those, who attach the merchandise with the service mark, or other characters, signs to the extent enough to show it was produced, manufactured, or processed by them, shall be deemed to be the manufacturer.
If the production, manufacture, process, or design of the merchandise is inconsistent with the contents of its manual or advertisement, it is deemed to be defective.
The importer shall be as liable for the injury as the manufacturer.
Article 191-2
If an automobile, motorcycle or other motor vehicles which need not to be driven on tracks in use has caused the injury to another, the driver shall be liable for the injury arising therefrom, unless he has exercised reasonable care to prevent the injury.
Article 191-3
The person, who runs a particular business or does other work or activity, shall be liable for the injury to another if the nature of the work or activity, or the implement or manner used might damage to another. Except the injury was not caused by the work or activity, or by the implement or manner used, or he has exercised reasonable care to prevent the injury.
Article 192
A person who has wrongfully caused the death of another shall also be bound to make compensation for the injury to any person incurring the medical expenses, increasing the need in living, or incurring the funeral expenses.
If the deceased was statutorily bound to furnish maintenance to a third party, the tortfeasor shall also make compensation to such third party for any injury arising therefrom.
The provision of the second paragraph of Article 193 shall apply to the compensation of the preceding paragraph.
Article 193
If a person has wrongfully damaged to the body or health of another, and caused the injured person to lose or decrease his laboring capacity, or to increase the need in living, the tortfeasors shall be bound to make compensation to the injured person for any injury arising therefrom.
The court may, on the application of the parties, order the compensation of the preceding paragraph to be made in periodical payments of money, but the court shall compel the tortfeasor to furnish security.
Article 194
In case of death caused by a wrongful act, the father, mother, sons, daughters and spouse of the deceased may claim for a reasonable compensation in money even if such injury is not a purely pecuniary loss.
Article 195
If a person has wrongfully damaged to the body, health, reputation, liberty, credit, privacy or chastity of another, or to another's personality in a severe way, the injured person may claim a reasonable compensation in money even if such injury is not a purely pecuniary loss. If it was reputation that has been damaged, the injured person may also claim the taking of proper measures for the rehabilitation of his reputation.
The claim of the preceding paragraph shall not be transferred or inherited, except a claim for compensation in money has been promised by contract or has been commenced.
The provisions of the preceding two paragraphs shall be mutatis mutandis applied when a person has wrongfully damaged to another's status based on the relationship to their father, mother, sons, daughters, or spouse in a severe way.
Article 196
If a person has wrongfully damaged to a thing which belongs to another, the injured person may claim to make compensation for the diminution of the value of the thing.
Article 197
The claim for the injury arising from a wrongful act shall be extinguished by prescription, if not exercised within two years from the date when the injury and the person bound to make compensation became known to the injured person. The same rule shall be applied if ten years have elapsed from the date when the wrongful act was committed.
A person bound to make compensation shall, even after the completion of prescription under the preceding paragraph, return to the injured person in accordance with the provisions concerning Unjust Enrichment whatever he has acquired through a wrongful act and therefore prejudiced to the injured person.
Article 198
If a person acquires a claim against the injured person by a wrongful act, the latter may still refuse to perform even if the claim for avoidance has been extinguished by prescription.
Section 2 - Object Of Obligations
Article 199
By virtue of an obligation, the creditor is entitled to claim a prestation from the debtor.
A prestation may consist in something which cannot be valued in money.
A prestation may consist in forbearance.
Article 200
When the object of the prestation is determined only in kind, if its quality cannot be determined by the nature of the juridical act or the intent of the parties, the debtor must deliver a thing of medium quality.
In the case of the preceding paragraph, if the debtor has done whatever is necessary for the delivery of such a thing, or if, with the consent of the creditor, he has designated a thing to be delivered, such thing is designated as the object of the prestation.
Article 201
When the object of the obligation is a prestation of a particular kind of currency in vogue and when at the time of prestation this currency is no longer in vogue, the debtor shall make prestation in another currency in vogue.
Article 202
When the object of the prestation is expressed in a foreign currency in vogue, the debtor may make prestation in currency of the Republic of China at the market rate of the place and time of prestation, except it has been agreed upon by the parties that prestation shall be made in the foreign currency in vogue.
Article 203
In the case of a debt bearing interest, if no rate has been fixed by the contract or by the act, the rate shall be five percent (5%) per annum.
Article 204
If the agreed rate of interest is over twelve percent (12%) per annum, the debtor may at any time after one year has elapsed discharge the capital, but he shall notify the creditor one month before.
The right of discharge specified in the preceding paragraph shall not be excluded or limited by the contract.
Article 205
If the agreed rate of interest exceeds sixteen percent (16%) per annum, the exceeded part of the agreement is invalid.
Article 206
The creditor shall not cunningly obtain interests by discounting or by any other way, except the interest specified in the preceding article.
Article 207
Interest shall not be added to capital and again bear interest; unless otherwise agreed by the parties in writing that the creditor may add interest to the capital after interest has been in arrears for more than one year and has not been paid notwithstanding the demand of the creditor.
The provision of the preceding paragraph does not apply in case there is a different trade custom.
Article 208
When the prestation is to be selected from among several prestations, the right of choice belongs to the debtor, unless otherwise provided by the act or by the contract.
Article 209
Either the creditor or the debtor who has the right of choice shall exercise it by an expression of intent to the other party.
If a third party has the right of choice, he shall exercise it by an expression of intent to both the creditor and the debtor.
Article 210
If there is a fixed period for exercising the right of choice and it is not exercised within such period, the right of choice will be transferred to the other party.
If there is no fixed period for exercising the right of choice, the party who has no such right may, when the obligation becomes due, fix a reasonable time and notify the other party to exercise his right of choice within such time. If the other party does not exercise his right of choice within the fixed period, the right of choice will be transferred to the party who notified.
If the choice is to be made by a third party and such person is unable or unwilling to exercise it, the right of choice will be transferred to the debtor.
Article 211
If one of the several prestations is impossible from the beginning or becomes impossible subsequently, the obligation exists only in the prestations which remain possible, except the party who has no right of choice shall be responsible for the impossibility.
Article 212
The effect of the choice is retroactive back to the time when the obligation occurred.
Article 213
Unless otherwise provided by the act or by the contract, a person who is bound to make compensation for an injury shall restore the injured party to the status quo before the injury.
If the restoration of the status quo ante shall be paid in money, interest shall be added from the time of the injury.
Under the circumstances of the first paragraph, the creditor may claim the necessary expenses for restoration instead of the restoration.
Article 214
If the person who is bound for the restoration of the status quo ante does not perform his obligation within a reasonable period fixed by the creditor, the latter may claim compensation in money for the injury sustained.
Article 215
If it is impossible or obviously and greatly difficult for the restoration of the status quo ante, the injury sustained shall be compensated in money.
Article 216
Unless otherwise provided by the act or by the contract, the compensation shall be limited to the injury actually suffered and the interests which have been lost.
Interests which could have been normally expected are deemed to be the interests which have been lost, according to the ordinary course of things, the decided projects, equipment, or other particular circumstances.
Article 216-1
If there are injury suffered and interests acquired derived from the same reason, the interests acquired shall be deducted from the amount of the compensation claimed.
Article 217
If the injured person has negligently contributed in causing or aggravating the injury, the court may reduce or release the amount of the compensation.
If the reason of a grave injury was unknown to the debtor and the injured person has omitted to call the attention of the debtor beforehand, or to avert, or mitigate the injury, the injured person will be deemed to be negligently contributed in the injury.
The provisions of the preceding two paragraphs shall apply mutatis mutandis to the situation when the agent of the injured person or the person performing the obligation for the injured person has negligently contributed to the injury.
Article 218
When the injury was not caused intentionally or grossly negligently, and if the compensation would gravely affect the livelihood of the person responsible for it, the court may reduce the amount of the compensation.
Article 218-1
If a person who is bound to make compensation for the loss or damage of a thing or a right, he may claim from another, who is entitled to claim for the injury, for the transfer of the claims which the latter has against the third party by virtue of his ownership of the said thing, or by virtue of the said right.
The provisions of Article 264 shall apply mutatis mutandis to the situation of the preceding paragraph.
Section 3 - Effects Of Obligations
Sub-section 1 Performance
Article 220
The debtor shall be responsible for his acts, whether intentional or negligent.
The extent of responsibility for one's negligence varies with the particular nature of the affair; but such responsibility shall be lessened, if the affair is not intended to procure interests to the debtor.
Article 221
Where the debtor is a person of no or limited in capacity to make juridical acts, his responsibility shall be determined according to the provisions of Article 187.
Article 222
Responsibility for intentional or gross negligent acts shall not be released in advance.
Article 223
A person who is answerable for such care as he is accustomed to in the management of his own affairs, shall still be responsible for his gross negligent acts.
Article 224
A debtor shall be responsible for the intentional or negligent acts of his agent and of the person performing the obligation for him to the same extent as he is responsible for his own intentional or negligent acts. Unless otherwise agreed upon by the parties.
Article 225
The debtor will be released from his obligation to perform if the performance becomes impossible by reason of a circumstance to which he is not imputed.
If the debtor is entitled to claim compensation for the injury against a third party in consequence of the impossibility of the performance under the preceding paragraph, the creditor may claim against the debtor for the transfer of the claim for the injury, or for the delivery of the compensation he has received.
Article 226
If the performance becomes impossible by reason of a circumstance to which the debtor is imputed, the creditor may claim compensation for any injury arising therefrom.
In the case specified in the preceding paragraph, if one part of the performance becomes impossible and the remaining part, if performed, will be of no interests to the creditor, the creditor may refuse the performance of the remaining part and claim compensation for the injury arising from complete non-performance.
Article 227
If a debtor incompletely performs his obligation by reason of a circumstance to which the debtor is imputed, the creditor may execute his right according to the provisions of the default or the impossibility of the performance.
In addition to the injury arising from the incomplete performance in the preceding paragraph, the creditor may claim compensation for other injuries arising therefrom, if any.
Article 227-1
If the creditor's personality has been injured by reason of the debtor's non-performance, the debtor shall be bound to compensate for the injury in compliance mutatis mutandis with the provisions of Article 192 to Article 195 and Article 197.
Article 227-2
If there is change of circumstances which is not predictable then after the constitution of the contract, and if the performance of the original obligation arising therefrom will become obviously unfair, the party may apply to the court for increasing or reducing his payment, or altering the original obligation.
The provision in the preceding paragraph shall apply mutatis mutandis to the obligation not arising from the contract.
Sub-section 2 Defaults
Article 229
When there is a definite period fixed for the performance of an obligation, the debtor is responsible for the default from the moment when such period expires.
When there is no definite period fixed for the performance of the obligation, and when the creditor may demand the performance, but the debtor failed to perform the same after the creditor has notified him of the demand, the debtor is responsible for the default from the moment when he has been notified. The effect of instituting an action for performance and the service of the complaint, or the service of an order for payment according to the hortatory process, or any other similar act is equivalent to a notice.
If there is a period fixed for the performance in the notice of the preceding paragraph, the debtor is responsible for the default from the moment when such time expires.
Article 230
The debtor is not being responsible for the default if the prestation has not been made by reason of circumstances to which he is not imputed.
Article 231
When the debtor is in default, the creditor is entitled to claim compensation for any injury arising therefrom.
So long as the default continues, the debtor under the preceding paragraph shall also be responsible for any injury arising from circumstances of force majeure, unless he can prove that the injury would have been sustained, even if he had performed in due time.
Article 232
If the performance after the default is of no interests to the creditor, he may refuse the performance and claim compensation for the injury arising from the non-performance.
Article 233
When the object of an obligation which is in default is the payment of money, the creditor may claim interest for the default, which is to be calculated at the statutory rate. But if the agreed rate of interest is higher, this higher rate shall apply.
There is no need to pay interest for the interest of default.
In cases specified in the preceding two paragraphs, if the creditor can prove other injuries sustained, he may claim compensation for the same.
Article 234
If the creditor refuses or fails to accept the performance tendered to him, he is responsible for the default from the moment when the performance has been tendered.
Article 235
If the debtor does not actually tender the performance according to the tenor of the obligation, there will be no effect on this tendering. But if the creditor has previously declared that he will not accept the performance, or if an act of the creditor is necessary for the performance, the debtor may substitute the notice to the creditor announcing that he (the debtor) is ready to perform for the tendering.
Article 236
If there is no definite deadline for the performance, or if the debtor is entitled to perform before the deadline, the creditor is not responsible for the default when he is temporarily prevented from accepting the tendered performance, unless the performance was tendered by reason of the creditor's notice, or unless the debtor has notified the creditor a reasonable time beforehand.
Article 237
During the default of the creditor, the debtor is responsible only for his intentional or gross negligent acts.
Article 238
The debtor is not responsible for interest during the default of the creditor.
Article 239
If the debtor has to return the profits produced by an object or to make reimbursement for them, he is only responsible for the profits which he has actually acquired during the default of the creditor.
Article 240
In case of the default of the creditor, the debtor may claim compensation for the necessary expenses incurred from the tendering as well as from the safekeeping of the object of the prestation.
Article 241
When the debtor is under an obligation to deliver a real property, he may, after the creditor is in default, abandon its possession.
In the case of abandonment under the preceding paragraph, the debtor shall be bound to notify the creditor in advance, unless such notice is impossible.
Sub-section 3 Preservation
Article 242
The creditor may, in order to preserve his prestation, exercise in his the name of himself any right of the debtor which the debtor neglects to exercise, except rights which are exclusively belonged to the debtor.
Article 243
So long as the debtor is not in default, the creditor shall not exercise the right specified in the preceding article, except those rights which are exclusively for the preservation of the rights of the said debtor.
Article 244
If a gratuitous act done by the debtor is likely to be prejudicial to the rights of the creditor, the creditor may apply to the court for the revocation of such act.
If a non-gratuitous act done by the debtor is likely to be prejudicial to the rights of the creditor and the debtor knew of it at the time of doing that act, the creditor may apply to the court for the revocation of such act, provided that the party profited by the act (the beneficiary) also knew of the circumstances on the receipt of the interests.
The provisions of the preceding two paragraphs do not apply to the act done by the debtor, if the object of which is not on the property or is only prejudicial to the prestation of delivering a specific thing.
When the creditor applies to the court for the revocation according to the provision of the first or the second paragraph, he may also apply for ordering the beneficiary or the person who acquires the object afterwards (the afterwards acquiring person) to restore to the status quo ante, except the afterwards acquiring person did not know of the ground for revocation at the time of acquiring.
Article 245
The claim for revocation in the provisions of the preceding article shall be extinguished by prescription if not exercised within one year from the moment when the creditor knew of the ground for revocation, or shall be extinguished after ten years from the date of doing the act.
Sub-section 4 Contracts
Article 245-1
Even though the contract is not constituted, one of the parties is responsible for the injury caused to the other party who without his own negligence believed in the constitution of the contract when he, in order to prepare or negotiate for the contract, has done either of the following:
(1) Hidden in bad faith or dishonestly explained the gravely relevant matter of the contract when the other party inquired.
(2) Intentionally or gross negligently spilt out the other party's secret known or held by himself which the other party has explicitly expressed to be kept in secret.
(3) Any other matter obviously against good faith.
The claim for the injury in the preceding paragraph shall be extinguished by prescription if not exercised within two years.
Article 246
If the prestation of a contract is impossible, it is void. However, if the impossibility can be removed and if the parties, at the time when the contract was constituted, intended to have it performed after the removal of the impossibility, the contract is still valid.
If the contract is subject to a suspenseful condition or to a time of commencement, and if the impossibility has been removed prior to the fulfillment of the condition or the arrival of the time, the contract is valid.
Article 247
When a contract is void on account of the impossibility of the performance, the party who at the time of constituting the contract knew or might know the impossibility is responsible for the injury caused to the other party who, without his own negligence, believed in the validity of the contract.
The provision of the preceding paragraph shall be mutatis mutandis applied if the prestation is partially impossible and the contract is valid in respect to the possible part, or if one of the several prestations subject to a choice is impossible.
The claims for the injury in the preceding two paragraphs shall be extinguished by prescription if not exercised within two years.
Article 247-1
If a contract has been constituted according to the provisions which were prepared by one of the parties for contracts of the same kind, the agreements which include the following agreements and are obviously unfair under that circumstance are void.
(1) To release or to reduce the responsibility of the party who prepared the entries of the contract.
(2) To increase the responsibility of the other party.
(3) To make the other party waive his right or to restrict the exercise of his right.
(4) Other matters gravely disadvantageous to the other party.
Article 248
When one of the parties to a contract receives earnest money from the other, the contract is presumed to be constituted.
Article 249
Unless otherwise agreed upon by the parties, the following rules apply to the earnest money:
(1) When the contract has been performed, the earnest money shall be returned or treated as one part of the payment.
(2) If the contract cannot be performed owing to a circumstance to which the party who gave the earnest money is imputed, such party shall not claim for the return of the earnest money.
(3) If the contract cannot be performed owing to a circumstance to which the party who received the earnest money is imputed, such party shall return double amounts of earnest money.
(4) If the contract cannot be performed owing to a circumstance to which neither of the parties is imputed, the earnest money shall be returned.
Article 250
The parties may agree on a penalty to be paid by the debtor in case the debtor does not perform the obligation.
Unless otherwise agreed upon by the parties, the penalty shall be deemed to be the total amount of damages due to the non-performance. If it is agreed that the penalty shall be paid when the debtor does not perform the obligation at the agreed time or in the agreed way, this penalty shall be deemed to be the total amount of damages due to this non-performance, besides the creditor may claim for the performance.
Article 251
If the obligation has been partially performed, the court may reduce the penalty proportionately as the interests received by the creditor due to the partial performance.
Article 252
If the agreed penalty is disproportionately high, the court may reduce it to a reasonable amount.
Article 253
The provisions of the preceding three articles shall apply mutatis mutandis to the agreed non-pecuniary payment for the breach of a contract.
Article 254
When a party to a contract is in default, the other party may fix a reasonable period and notify him to perform within that period. If the party in default does not perform within that period, the other party may rescind the contract.
Article 255
If according to the nature of the contract or the expression of intent of the parties, the purpose of the contract can not be accomplished if not performed within the fixed period, and if one of the parties does not perform the contract within that period, the other party may rescind the contract without giving the notice specified in the preceding article.
Article 256
In cases provided by Article 226, the creditor may rescind the contract.
Article 257
If there is no deadline for the exercise of the right of rescission, the other party may fix a reasonable one and notify the party having the right of rescission to make a definite reply within such deadline whether he will rescind the contract or not. If the notice of rescission is not received before such deadline, the right of rescission is extinguished.
Article 258
The right of rescission shall be exercised with the expression of intent to the other party.
If there are several persons on either side of the contract, the expression of intent specified in the preceding paragraph shall be made by all of them or to all of them.
The expression of intent to rescind a contract shall not be revoked.
Article 259
Unless otherwise provided by the act or by the contract, each party shall, in case of rescission, restore the other party to his status quo ante according to the following rules:
(1) Each party shall return the prestation received to the other party.
(2) If the prestation received consisted of money, interest calculated from the time of receipt shall be added.
(3) If the prestation received consisted of service or of the use of a thing, the value of such service or use at the time of receipt shall be reimbursed in money.
(4) If a thing to be returned has produced profits, such profits shall be returned.
(5) If necessary or beneficial expenses of the thing to be returned have been paid, such expenses may be claimed for to the extent to which the other party is benefited at the time of return.
(6) If a thing to be returned has been damaged or destroyed or cannot be retuned owing to any other cause, its value shall be reimbursed.
Article 260
The exercise of the right of rescission does not prejudice to the claim for compensation.
Article 261
The provisions of Articles 264 to 267 shall mutatis mutandis apply to the mutual obligations of the parties resulting from the rescission of the contract.
Article 262
When the person entitled to the right of rescission is imputed to the damage or destruction of the thing received or any other circumstance which causes the return impossible, his right of rescission is extinguished. The same rule shall be applied when the kind of the thing received has been altered by process or remodeling.
Article 263
The provisions of Articles 258 and 260 shall be mutatis mutandis applied when the parties terminate the contract in accordance with the provisions of the act.
Article 264
A party to a mutual contract may refuse to perform his part until the counter-prestation has been performed by the other party, except he is bound to perform first.
When one party has partially performed his part, the other party shall not refuse his counter-prestation if circumstances are such that a refusal to perform would be against the manners of good faith.
Article 265
A person who is bound to perform his part first may, if after the constitution of the contract the property of the other party have obviously decreased whereby the counter-prestation might become difficult to be performed, refuse to perform his part, until the other party has performed his part or furnished security for such performance.
Article 266
If none of the parties is imputed to the impossibility of one party's performance, the other party shall be released from his obligation to perform the counter-prestation. If the impossibility is only partial, the counter-prestation shall be reduced proportionately.
In the case provided in the preceding paragraph, if the counter-prestation has been wholly or partially performed, it may be claimed for the reimbursement in accordance with the provisions concerning Unjust Enrichment.
Article 267
If one of the parties is imputed to the impossibility of the other party's performance, the later may claim for the counter-prestation, but the interests saved or ought to be saved arising from the release of the performance shall be deducted from the counter-prestation claimed.
Article 268
One of the parties to a contract who has undertaken that an obligation shall be performed by a third party shall be responsible for the injury if the third party does not perform the obligation.
Article 269
When it is provided in a contract that an obligation shall be performed to a third party, the offeror may demand the debtor to perform the obligation to the third party, and such third party also has the right to demand performance direct from the debtor.
So long as the third party has not expressed his intent to take advantage of the contract specified in the preceding paragraph, the parties may modify the contract or revoke it.
If the third party expresses to either of the parties his intent not to take advantage of the contract, he is deemed to never have any right under the contract.
Article 270
The debtor specified in the preceding article may take all the valid defenses arising out of the contract against the beneficial third party.
Section 4 - Plurality Of Creditors And Debtors
Article 271
When several persons undertake the same obligation, and if the prestation is divisible, each of them shall be responsible for or be entitled to the prestation equally, unless otherwise provided by the act or by the contract. The same rule shall be applied when a prestation is converted from an indivisible one to a divisible one.
Article 272
When there are several persons undertaking the same obligation and expressing that each of them is bound to the creditor for the whole of the prestation, this obligation is a joint-obligation.
If there is no such expression specified in the preceding paragraph, a joint-obligation is constituted only in the cases provided by the act.
Article 273
The creditor of a joint-obligation is entitled to demand one or several or all of the debtors simultaneously or successively to tender total or partial performance.
Before the complete performance of the obligation, all of the debtors are jointly bound to tender the performance.
Article 274
If any one of the joint-debtors has extinguished the obligation by performance, prestation in lieu of performance, lodgment, offset or merger, the other debtors are also released from the obligation.
Article 275
If there is a non-appealable judgment rendered in favor of one of the joint-debtors and if it is not based on such debtor's personal affairs, this judgment operates in favor of all the other debtors.
Article 276
When the creditor grants a release to one of the joint-debtors without the intent to extinguish the whole obligation, except the amount of the share which is incumbent on such debtor, the other debtors are still not released from the obligation.
When the extinctive prescription has been completed as regards one of the joint-debtors, the provisions of the preceding paragraph shall be mutatis mutandis applied.
Article 277
If there is one of the joint-debtors acquiring a claim against the creditor, to the extent of the amount of the share which is incumbent on such debtor, the other debtors may claim to offset.
Article 278
When there is default of the creditor towards one of the joint-debtors, the effect of the default also operates in favor of all the other debtors.
Article 279
Unless otherwise provided by the provisions of the preceding five articles or the contract, any consequence of the affairs on one of the joint-debtors, whether it is beneficial or not, does not operate on the other debtors.
Article 280
Unless otherwise provided by the act or the contract, all of the joint-debtors shall be burdened for the obligation equally. Except, the damages and the costs resulting from facts for which one of the joint-debtors shall be personally responsible shall be borne by such debtor.
Article 281
If one of the joint-debtors has caused the other joint-debtors to be released from the obligation by virtue of his performance, prestation in lieu of performance, lodgment, offset or merger, he is entitled to demand from the other debtors the reimbursement of their respective shares in the prestation, plus interest from the date of release.
In the case specified in the preceding paragraph, the debtor entitled to claim the reimbursement is subrogated to the rights of the creditor to the amount of the reimbursement which the said debtor is entitled to demand, but such debtor shall not exercise them to the detriment of the creditor.
Article 282
If one of the joint-debtors cannot reimburse his share in the prestation, the deficiency shall be borne pro rata by the other debtors, including the debtor entitled to claim the reimbursement, but if the impossibility to reimburse is due to the negligence of the debtor entitled to claim, he shall not claim the other debtors to bear their shares.
In the case of the preceding paragraph, if one of those other debtors has been released from his own share in the obligation, he shall still be, however, in accordance with the provisions of the preceding paragraph, responsible for his share in the deficiency.
Article 283
When several persons entitled by the act or by the juridical act to a claim of the same obligation that each of them may demand the whole of the prestation from the debtor, this claim is a joint-claim.
Article 284
The debtor to a joint-claim may at his option perform wholly in favor of any of the joint-creditors.
Article 285
If one of the joint-creditors has made the demand, it operates in favor of all the other creditors.
Article 286
If the obligation is extinguished on account of any one of the creditors having been satisfied by performance, prestation in lieu of performance, lodgment, offset or merger, the rights of the other creditors are also extinguished.
Article 287
If there is a non-appeallable judgment rendered in favor of one of the joint-creditors, it also operates in favor of all the other creditors.
If there is a non-appeallable judgment rendered against one of the joint-creditors and if it is not based on such creditors' personal affairs, it also operates against all the other creditors.
Article 288
If one of the joint-creditors has granted a release to the debtor, except to the extent of the share to which the creditor granting the release is entitled, the rights of the other creditors are not extinguished.
When the extinctive prescription has been completed against one of the joint-creditors, the provisions of the preceding paragraph shall be mutatis mutandis applied.
Article 289
If there is one of the joint-creditors in default, the other creditors are also responsible for it.
Article 290
Unless otherwise provided by the preceding five articles or the contract, any consequence of the affairs on one of the joint-creditors, whether it is beneficial or not, does not operate on the other creditors.
Article 291
Unless otherwise provided by the act or the contract, all of the joint-creditors shall be benefited by the claim equally.
Article 292
When several persons undertake the same obligation, and the prestation is indivisible, the provisions concerning the joint-obligation shall be mutatis mutandis applied.
Article 293
If there are several persons entitled to a claim of the same obligation, and if the prestation is indivisible, each creditor may only demand the prestation to all of the creditors; and the debtor shall only tender the performance to all of the creditors.
Unless otherwise provided by the preceding paragraph, the affairs between one of the creditors and the debtor, whether it is beneficial or not, does not operate on the other creditors.
The provisions of Article 291 shall apply mutatis mutandis to the affairs between the creditors
Section 5 - Transfer Of Obligations
Article 294
A creditor may transfer a claim of an obligation to a third party, unless;
(1) The nature of the claim does not permit the transfer; or
(2) The parties have agreed that the claim shall not be transferred; or
(3) The claim is not subject to judicial attachment.
The agreement mentioned in the second section of the preceding paragraph shall not be a valid defense against any bona fide third party.
Article 295
When there is a claim being transferred, all the securities of the claim and other accessory rights are transferred together, except those rights which cannot be separated from the transferor.
Interests in arrears are presumed to be transferred, together with the capital.
Article 296
The transferor is bound to deliver to the transferee all documents which serve as evidence of the claim, and to give him all information necessary for the assertion of such claim.
Article 297
The transfer of a claim will not be effective as against the debtor until the debtor has been notified of it by the transferor or by the transferee, unless otherwise provided by the act.
The effect of tendering by the transferee to the debtor the deed of transfer executed by the transferor is equivalent to the effect of notice.
Article 298
When the transferor has notified the debtor that he has transferred the claim, the debtor may take all the defenses which he has against the transferee as the valid defenses against the transferor, even though the transfer is not executed or is invalid.
The notice under the preceding paragraph shall not be revoked without the consent of the transferee.
Article 299
At the time of the debtor being notified, all of the valid defenses he has against the transferor may be taken against the transferee.
At the time of the debtor being notified, if the debtor had the claim against the transferor, and if such claim matures before or at the same of the claim transferred does, he may claim for offset against the transferee.
Article 300
When a third party agrees with the creditor to assume the obligation of the debtor, the obligation is deemed to be transferred to the third party at the time of the constitution of the contract.
Article 301
When a third party agrees with the debtor to assume the obligation of the debtor, it is not effective as against the creditor until the creditor has acknowledged.
Article 302
The debtor or the person assuming the debt under the preceding article may fix a reasonable deadline and notify the creditor to reply definitely before such deadline whether he acknowledges the transfer or not. If the creditor does not give a definite reply before such period, he is deemed to have refused to acknowledge the said transfer.
If the creditor refuses to acknowledge the transfer, the debtor or the person assuming the debt may revoke the contract concerning the assumption of the debt.
Article 303
The person assuming the debt may take the debtor's valid defenses against the creditor on account of their legal relationship as his valid defenses against the creditor, unless he shall not offset a claim belonging to the debtor.
The person assuming the debt shall not take his valid defenses against the debtor on account of the legal relationship arising from the assumption of the debt against the creditor.
Article 304
The assumption of a debt does not affect the existence of the accessory rights of the claim, unless the accessory rights shall not be separated from the debtor.
The securities given by a third party for the performance of the obligation are extinguished on account of the assumption of the debt, unless such third party has acknowledged the assumption.
Article 305
In case of generally assuming all the assets and liabilities from the property or enterprise of a person, the assumption of the debts becomes effective from the moment the transfer has been published or has been notified to the creditor.
In the case specified in the preceding paragraph, the original debtor remains jointly liable with the person assuming the debt for a period of two years from the date of notice or publication of the transfer for the obligations due, or from the date of maturity for the obligations which are not yet due.
Article 306
When one enterprise is amalgamated with other enterprises and they are assumed each other's assets and liabilities, it is deemed as the general assumption in the preceding article. The new enterprise after the amalgamation shall be responsible for the obligation of each enterprise before the amalgamation.
Section 6 - Extinction Of Obligations
Sub-section 1 General Provision
Article 307
When the obligations are extinguished, the securities furnished for its performance, and other accessory rights are extinguished simultaneously.
Article 308
Once an obligation has been wholly extinguished, the debtor may require the creditor to return or cancel the deed in which the obligation is embodied. If the obligation has been only partially extinguished, or if the deed entitles the creditor to exercise other rights, the debtor may demand that particulars of the extinction to be endorsed into the deed.
If the creditor alleges that he cannot return or endorse the deed, the debtor may require from the creditor a publicly certified acknowledgment showing that the obligation has been extinguished.
Sub-section 2 Performance
Article 309
When performance has been made to the creditor or to his qualified representative in conformity with the tenor of the obligation, and has been accepted, the obligation is extinguished.
The bearer of a receipt signed by the creditor is deemed to be the qualified representative of the creditor, except the debtor knew or was negligent of not knowing that the bearer was not qualified to receive the performance.
Article 310
If the performance is tendered to a third party and has been accepted by him, the following rules shall apply:
(1) Performance effects if the creditor has acknowledged it or if the third party subsequently has acquired the claim of the obligation;
(2) Performance effects, if the performance had been accepted by the quasi possessor of the claim, and the creditor did not know that he is not a creditor;
(3) In cases other than those specified in the preceding two sections, the performance effects only to the extent which the creditor has been benefited thereby.
Article 311
An obligation may be performed by a third party unless otherwise agreed by the parties or accorded with the nature of the obligation.
If the debtor objects to the obligation being performed by a third party, the creditor may refuse such performance; but if the third party has the interest of conflicts on the performance of the obligation, the creditor shall not refuse.
Article 312
If a third party who has interest on the performance of the obligation has performed the obligation, the third party is subrogated to the rights of the creditor to the amount of the performance, but such third party shall not exercise them to the detriment of the creditor.
Article 313
The provisions of Articles 297 and 299 shall apply mutatis mutandis to the subrogation specified in the preceding article.
Article 314
Unless otherwise provided by the act or by the contract or by the custom, or unless otherwise decided by the nature of the obligation or other situations, the place of performance shall be decided as follows:
(1) If the object of the obligation is to deliver a specific thing, performance shall be tendered at the place where such thing was at the time when the contract was constituted.
(2) The other obligations shall be performed at the place of the creditor's domicile.
Article 315
Unless otherwise provided by the act or by the contract, or unless otherwise decided by the nature of the obligation or other situations, the creditor may demand the performance at any time and the debtor may also perform at any time.
Article 316
If there is a deadline for performance, the creditor may not demand the performance before the deadline; but if there is no contrary expression, the debtor may perform before the deadline.
Article 317
Unless otherwise provided by the act or by the contract, the costs of performance shall be borne by the debtor. But if the creditor has increased the costs of performance by changing his domicile or by any other acts, the additional costs shall be borne by the creditor.
Article 318
A debtor is not entitled to perform in part. However, the court may, taking the condition of the debtor into consideration, allow him to perform by installment or to delay his performance in such reasonable time as may not greatly prejudice to the interests of the creditor.
When the court allows the debtor to perform by installment, the creditor may claim for the whole prestation if the debtor has delayed any installment.
In case the prestation is indivisible, the court may, subject to the provision of the first paragraph, allow the debtor to delay his performance.
Article 319
If the creditor has accepted other prestation in lieu of the prestation originally agreed, the obligation is extinguished.
Article 320
When the debtor, for the purpose of satisfying his creditor, has assumed a new obligation towards him, the original obligation will not be extinguished, if the new obligation is not performed, unless otherwise agreed by a contrary expression of the parties.
Article 321
If a debtor is bound to the same creditor to perform several obligations of the same kind, and if the prestation performed is insufficient for discharging all the obligations, it is the person tendering the performance to specify the obligation to be discharged at the time of the prestation.
Article 322
If the person tendering the performance has not made the specification provided in the preceding article, the obligation to be discharged shall be specified as follows:
(1) If a obligation has been due, it shall be discharged first;
(2) If all of the obligations are due or if none is due, the obligation which affords the creditor the least security shall be discharged first; if all the obligations are equally secured, the obligation which will be the most favorable to the debtor if performed shall be discharged first; if all the obligations will be equally favorable the debtor if performed, a obligation which matures first shall be discharged first;
(3) If all the obligations are equally favorable to the debtor and all mature at the same time if performed, the obligations shall be discharged proportionately.
Article 323
The prestation tendered by the person tendering the performance shall be taken to discharge the expenses first, then the interest and finally the capital. The same rule shall be applied when an obligation is performed according to the provisions of the preceding two articles.
Article 324
The person tendering the performance may demand from the person accepting the performance the delivery of a written receipt.
Article 325
In case of payment of interest or other periodical performance, if the creditor gives a receipt for one term without any reservation for the other terms, it is presumed that he has received performance for the previous terms.
If the creditor gives a receipt for the capital, it is presumed that he has received the interest.
If the deed to the obligation has been returned, it is presumed that the obligation has been extinguished.
Sub-section 3 Lodgments
Article 326
When the creditor is in default, or when it is impossible to know exactly who the creditor is so that performance becomes difficult, the person tendering the performance may lodge the prestation for the creditor.
Article 327
Lodgment shall be made in the lodgment office of the courthouse at the place of performance.
Article 328
After the lodgment, the danger of the damage or destruction of the object of the prestation is borne by the creditor, and the debtor is not bound to pay the interest or to compensate for failure to acquire the profits.
Article 329
The creditor is entitled to take delivery of the thing lodged at any time. If, however, the debtor is bound to perform only after a counter-prestation has been performed by the creditor, the debtor may prevent the delivery of the thing lodged, until the counter-prestation has been performed or proper security has been furnished.
Article 330
The right of the creditor to the thing lodged shall be exercised within ten years from the day of lodgment; and if it is not exercised within such period, the ownership of the thing lodged is assigned to the Treasury.
Article 331
If the object of the prestation is not suitable for lodgment, or if it might be damaged or destroyed, or if its lodgment would cost disproportionate expenses, the person tendering the performance may apply to the court of the place of performance to have it sold by auction and to lodge the proceeds of the sale.
Article 332
When the object of the prestation mentioned in the preceding article has a current market value, the court may allow the person tendering the performance to sell it at such market value and to lodge the proceeds of the sale.
Article 333
The costs of lodging the proceeds of the auction or the sale are borne by the creditor.
Sub-section 4 Offset
Article 334
If two persons are bound by obligations for each other, and the objects of which are of the same kind and which are both due, each party may take his own obligation to offset the other party's, except the nature of the obligations or the agreement of the parties does not permit of it.
The agreement provided in the preceding paragraph shall not be a valid defense against any bona fide third party.
Article 335
The offset shall be made with the expression of intent by one party to the other. As the mutual relationship of the obligations between themselves, it is extinguished to the extent of the corresponding amounts of the obligations deducted in the offset since the moment when the offset could be claimed.
The expression specified in the preceding paragraph, if made subject to a condition or to a time of commencement or ending, is void.
Article 336
An offset may be made even though the obligations are to be performed in different places; but the party who has claimed the offset shall compensate the other party for any injury resulting therefrom.
Article 337
Even if the claim of an obligation has been extinguished by prescription, it may also be offset, provided that the offset may be made prior to its extinction.
Article 338
If the obligation is not subject to a judicial attachment, the debtor shall not claim for offset.
Article 339
If the obligation is resulted from an intentional wrongful act, the debtor shall not claim for offset.
Article 340
When an obligation has been attached by an order of the court, the third debtor of such obligation shall not take a claim which he has acquired from the creditor after the attachment to offset the obligation attached.
Article 341
When it is provided by a contract that an obligation shall be performed to a third party, the debtor of such obligation shall not take the obligation of the other party to the contract to offset his obligation.
Article 342
The provisions of Articles 321 to 323 shall apply mutatis mutandis to the offset.
Sub-section 5 Releases
Article 343
If the creditor has expressed his intent to release the debtor from his obligation, the relationship of the obligation is extinguished.
Sub-section 6 Merger
Article 344
When the right and liability of an obligation are vested in the same person, the obligation is extinguished, except when it was the object of another person's right or when it is otherwise provided by the act.
Chapter II Particular Kinds Of Obligations
Section 1 - Sale
Sub-section 1 General Provisions
Article 345
A sale is a contract whereby the parties agree that one of them shall transfer to the other his rights over property and the latter shall pay a price for it.
The contract of sale is completed when the parties have mutually agreed on the object and the price.
Article 346
Although the price is not fixed concretely by the agreement, if it may be decided from the circumstances, it is deemed to be fixed.
If it is agreed that the price shall be fixed according to the market price, it is deemed to be fixed according to such market price at the place and time of performance unless otherwise provided by contract.
Article 347
The provisions under the present title shall apply mutatis mutandis to such nongratuitous contracts other than those of sale, unless the nature of the contract does not permit.
Sub-section 2 Effects of Sale
Article 348
The seller of a thing is bound to deliver the thing to the buyer and to make him acquire its ownership.
The seller of a right is bound to make the buyer acquire the right sold. If, by virtue of such right, the seller can possess a certain thing, he is also bound to deliver the thing.
Article 349
The seller shall warrant that the thing sold is free from any right enforceable by third parties against the buyer.
Article 350
The seller of a claim of prestation or any other right shall warrant the actual existence of such prestation or right. The seller of valuable securities shall also warrant that it shall not be declared voidance through public summons.
Article 351
If the buyer knew at the time of concluding the contract the defect of the right sold, the seller is not bound to warrant such defect, unless otherwise provided by contract.
Article 352
Unless otherwise provided by contract, the seller of a claim of prestation does not warrant the solvency of the debtor. If he warrants the solvency of the debtor he is presumed to warrant the solvency at the time when the claim of prestation is transferred.
Article 353
If the seller does not perform his duties specified in Articles 348-351, the buyer may exercise his rights in accordance with the provisions concerning non-performance of obligations.
Article 354
The seller of a thing shall warrant that the thing sold is, at the time when the danger passes to the buyer according to the provisions of Article 373, free from any defect in quality which may destroy or impair its value, or its fitness for ordinary efficacy, or its fitness for the efficacy of the contract of sale. However, if the extent of the impairment is of no importance, such impairment shall not be deemed to be a defect.
The seller also shall warrant that, at the time the danger passes; the thing has the guaranteed qualities.
Article 355
A seller is not responsible for such defect of quality in the thing sold as specified in the first paragraph of the preceding article, if the buyer knew of the defect at the time when the contract was made.
If a defect of the kind specified in the first paragraph of the preceding article has remained unknown to the buyer in consequence of gross negligence, the seller is not responsible if he has not guaranteed that the thing is free from the defect, except in the case that he has intentionally concealed it.
Article 356
The buyer is bound to examine without delay the thing received in accordance with the nature of such thing and as far as the ordinary procedure of affairs allows it, and should he discover any defect for which the seller is responsible, he shall immediately notify the seller of such defect.
If the buyer delays giving the notice mentioned in the preceding paragraph, he is deemed to have accepted the thing, except in case where the defect is one which would not have been revealed by ordinary examination.
Should a defect, which could not have been discovered immediately, be discovered subsequently, notice shall be sent to the seller without delay after the discovery. If the buyer delays giving such notice, the thing is deemed to be accepted.
Article 357
The provisions of the preceding article do not apply to cases where the seller has intentionally concealed the defect.
Article 358
A buyer, who declines to accept a thing forwarded from another place by asserting that it is defective, is bound to preserve it in his custody temporarily, when the seller has no agent in the place of delivery.
In the case specified in the preceding paragraph, if the buyer fails to take proper measures immediately to prove the existence of the defect, it is presumed that the defect asserted did not exist at the time of the delivery.
If the thing forwarded will easily deteriorate, the buyer may sell it according to the market price when he takes proper measure to prove that. If it is to the advantage of the seller, the buyer is bound to make such sale, when necessary.
The buyer, who sells the thing in accordance with the provisions of the preceding paragraph, shall notify the seller without delay. If he delays the notice, he shall be liable to compensate for the injury arising therefrom.
Article 359
When there is a defect in the thing sold for which, according to the provisions of the five preceding articles, the seller is responsible for a warranty, the buyer has the option to rescind the contract or to ask for a reduction of the price, unless in the case specified, that a rescission of the contract would constitute an obvious unfairness of the transaction the buyer is only entitled to ask for a reduction of the price.
Article 360
In the absence of a quality of the thing sold, which was guaranteed by the seller, the buyer may demand to compensate for the injury of nonperformance, instead of rescission of the contract or of a reduction of the price. The same rule shall be applied if the seller has intentionally concealed a defect in a thing.
Article 361
If the buyer asserts that there is a defect in the thing sold, the seller may fix a reasonable deadline and notify the buyer to declare within such deadline whether he rescinds the contract or not.
If the buyer does not rescind the contract within the deadline specified in the preceding paragraph, the right of rescission is lost.
Article 362
Rescission of a contract on account of a defect in the principal thing extends to its accessory.
If there is a defect in the accessory, the buyer may only rescind such contract of accessory.
Article 363
If one of several things sold is defective, the buyer may only rescind such defective thing. If several things are sold for an aggregate price, the buyer may also demand a reduction in the aggregate price proportionate to the defective thing.
In the case provided by the preceding paragraph, either party may rescind the whole contract if he is obviously injured through the separation of the defective thing from the others.
Article 364
When the thing sold is a thing designated only as to its kind, and the thing is defective, the buyer may, instead of rescission of the contract or a reduction of the price, immediately request the seller to deliver in exchange another thing free from defect.
The seller is also bound to warrant that the thing delivered in exchange under the preceding paragraph is free from defect.
Article 365
Where there has been delivery of a thing which is defective, the right of the buyer to rescind the contract, or to claim a reduction of the price is extinguished by prescription, according to the provision of article 356, if the buyer does not exercise his rights within six months after notice or after five years from the date of delivery.
The provisions of the preceding paragraph concerning six months periods shall not be applied if the seller has intentionally concealed the defect.
Article 366
An agreement releasing the seller of liability on account of defects in a right or a thing or limiting such liability is void if the seller has intentionally concealed the defect.
Article 367
The buyer is bound to pay to the seller the agreed price and to accept delivery of the object sold.
Article 368
If the buyer has good causes to fear that a third party may assert rights which may deprive the said buyer of the whole or a part of the rights derived from the sale, he may refuse to pay the whole or a part of the price, except the seller has furnished proper security.
In the cases specified in the preceding paragraph, the seller may request the buyer to lodge the price.
Article 369
Unless otherwise provided, by the act, by contract or by customs, the delivery of the object sold and the payment of the price shall take place simultaneously.
Article 370
If a deadline for the delivery of the object sold has been fixed, such deadline is presumed to be the deadline for the payment of the price.
Article 371
If the delivery of the object sold and the payment of the price shall take place simultaneously, the price shall be paid at the place of delivery.
Article 372
If the price is calculated according to the weight of the thing sold, the weight of the packing shall be deducted. Unless otherwise provided by the contract or if there is a specific custom, such contract or custom shall be followed.
Article 373
The profits and dangers of the object sold pass to the buyer at the time of delivery, unless otherwise provided by contract.
Article 374
If the buyer requests that the object sold be delivered at a place other than the place where delivery ought to be made, the dangers pass to the buyer at the time when the seller delivers the object to the person who transports it or is entrusted with its transportation.
Article 375
If the dangers have passed to the buyer before delivery of the object sold, and the seller incurs any necessary outlay on the object before delivery and after such dangers have passed, the buyer is bound to compensate the seller for such outlay in conformity with the provisions concerning Mandate.
If the outlay incurred under the circumstances described in the preceding paragraph was not necessary, the buyer is bound to compensate such outlay in conformity with the provisions concerning Management of Affairs without Mandate.
Article 376
If the buyer has given specific instructions as to the manner of forwarding the object sold and the seller deviates from those instructions without urgent reason, and the seller is liable to the buyer for any injury resulting therefrom.
Article 377
When the object of a sale is a right, by virtue of which the seller may possess a certain thing, the provisions of the four preceding articles shall be mutatis mutandis applied.
Article 378
Unless otherwise provided by the act, by contract or by customs, the costs of sale are to be borne according to the following rules:
(1) The costs of the contract of sale are to be borne by both parties equally;
(2) The costs of transferring the right sold, the costs of transporting the object sold to the place of performance, and the costs of delivery are to be borne by the seller;
(3) The costs of accepting delivery of the thing sold, the costs of registration and the costs of forwarding the thing sold to a place other than the place of performance, are to be borne by the buyer.
Sub-section 3 Redemption
Article 379
When in the contract of sale, the seller reserves the right of redemption, he may redeem the object sold on returning the price.
If the price for redemption specified in the preceding paragraph has been fixed by an agreement, such agreement shall be followed.
The interest on the original price and the profits obtained by the buyer from the object sold are deemed to be offset against each other.
Article 380
The redemption period shall not exceed five years. If a longer period is provided by the contract, it shall be reduced to five years.
Article 381
The person who redeems shall return the costs of the sale paid by the buyer together with the price of redemption.
Costs of redemption are borne by the person who redeems.
Article 382
The person who redeems shall return the expenses and other beneficial outlays made by the buyer for the improvement of the object, in so far as the value of the object has been presently increased thereby.
Article 383
The buyer is bound to the person who redeems to deliver the object sold along with its accessories.
If, owing to circumstances for which the buyer is responsible, the object sold cannot be delivered, or has been obviously altered, the buyer shall be bound to compensate for any injury arising therefrom.
Sub-section 4 Particular Kinds of Sale
Article 384
A contract of sale on approval is a contract which is constituted to be subject to the suspenseful condition of the approval of the object of the sale by the buyer.
Article 385
In a contract of sale on approval the seller is bound to permit the buyer to examine the object sold.
Article 386
If the object has been examined without being delivered and the buyer has not declared his acceptance within the agreed deadline, the buyer is deemed to have refused acceptance. The same rule shall be applied, if in the absence of an agreed deadline the buyer has not declared his acceptance within a reasonable deadline fixed by the seller.
Article 387
If an object has been delivered to be examined and the buyer does not return the object or declare his refusal within the agreed deadline, or, in the absence of an agreed deadline, within a reasonable deadline fixed by the seller, the buyer is deemed to have accepted.
If the buyer has paid the whole price or a portion of it, or does any action which is not necessary for examining the object, he is deemed to have accepted it.
Article 388
In a sale according to sample the seller is deemed to warrant that the object delivered will have the same quality as the sample.
Article 389
A clause in a contract of sale by installments that the whole of the: price may be claimed by seller as soon as the buyer is in default shall not be enforced, unless the buyer is in default for installments representing at least one-fifth of the total price.
Article 390
A clause in a contract of sale by installments, if it is agreed that, upon the rescission of the contract, the seller may retain the installments received, the amount retained shall not exceed an amount representing the rental of the object sold plus damages in case the object sold has sustained any injury.
Article 391
A sale by auction is constituted when the auctioneer announces its completion by knocking down the hammer or in any other customary manner.
Article 392
The auctioneer shall not bid nor employ any person to bid at any auction conducted by him.
Article 393
Unless the person who has ordered the sale has expressed a contrary intent, the auctioneer has the right to adjudge the lot to the highest bidder.
Article 394
The auctioneer may not announce the completion of the sale, and withdraw a lot from the auction if he thinks that the highest bid is insufficient.
Article 395
A bid made by a bidder ceases to be binding, when a higher bid is made or when the lot is withdrawn from the auction.
Article 396
The buyer at a sale by auction shall pay the price in cash when the sale by auction constituted or at the time fixed by the notice advertising the sale.
Article 397
If the buyer at a sale by auction fails to pay the price in time, the auctioneer may rescind the contract and resell the thing by auction.
If the price of the second auction does not cover the original price and costs of the resell by auction, the original buyer is liable for the difference.
Section 2 - Exchange
Article 398
The provisions concerning Sale shall apply mutatis mutandis to the case where the parties agree to transfer to one another his rights over property other than money.
Article 399
If one of the parties has agreed to deliver or transfer to the other money in addition to the rights over property specified in the preceding article, the provisions concerning the price of sale shall apply mutatis mutandis to such money.
Section 3 - Current Account
Article 400
Current account is a contract whereby the parties agree that the claim of prestations and obligations arising from transactions between them shall be settled at fixed periods and offset against each other, the balance only being paid.
Article 401
The entry of a bill of exchange, promissory note, check or other negotiable instrument in current account may be cancelled, if such negotiable instrument is not paid by its debtor.
Article 402
In the absence of a specific agreement, the period for striking the balance of a current account shall be six months.
Article 403
Unless otherwise provided by contract, either party may at any time terminate the contract of current account and have the balance struck.
Article 404
The parties may agree that each item in the current account shall bear interest from the date of entry.
Interest may be claimed on the difference from the date the balance was struck
Article 405
Removal or correction of the items of entry in a current account shall not be claimed after one year from the date when the balance was struck.
Section 4 - Gift
Article 406
A gift is a contract whereby the parties agree that one of the parties delivers his property gratuitously to another party and the latter agrees to accept it.
Article 408
So long as the right of the gift has not been transferred to the donee, the donor may revoke the gift. If the thing given has been partially transferred, the donor may revoke the gift for the portion has not been transferred.
The provision of the preceding paragraph shall not apply to gifts notarized or to gifts made for the discharge of a moral obligation.
Article 409
If a gift coming under the provisions of the second paragraph of the preceding article delayed to deliver, the donee may claim the delivery of the thing given, the donee may claim to compensate for the price of the thing given when the donor is responsible for being unable to perform the payment.
In the case of the preceding paragraph, the donee shall not claim to interest for the default or other injury for such non-performance.
Article 410
The donor is responsible to be unable to perform the payment to the donee only for his intentional acts or gross negligence.
Article 411
The donor is not liable for a defect in the thing or right given. But, if he has intentionally concealed the defect or expressly guaranteed that the thing was free from such defect, he is bound to compensate the donee for any injury arising therefrom.
Article 412
If the gift has been made subject to a charge and the donee does not perform the charge after the gift has been delivered to him, the donor may demand performance or revoke the gift.
If the purpose of the charge is for the public interests, the authorities concerned or public prosecutor may, after the donor died, order the donee to perform it.
Article 413
If the gift is made subject to a charge and it is insufficient to defray the charge, the donee is bound to perform the charge only up to the extent of the value of the gift.
Article 414
When a gift is made subject to a charge, the donor is liable for defects in the thing or right given in the same rule as a seller, up to the extent of the charge executed by the donee.
Article 415
If a gift consists in periodical prestations to be performed by the donor, the obligation has ceased to be effective when either the donor or donee died, unless the donor has expressed a contrary intent.
Article 416
The donor may revoke a gift if the donee has acted towards the donor in any of the following ways:
(1) Committing against the donor, his spouse, his lineal blood relatives, collateral relatives by blood within three generations, or relatives by marriage within two generations an intentional offense expressly punishable under the Penal Code; or
(2) Failing to perform his duty to furnish maintenance to the donor, in case he has such duty.
The right of revocation specified in the preceding paragraph is extinguished by prescription if it is not exercised within one year from the date when the donor knew of the grounds for revocation. The same rule shall be applied if the donor has expressly forgiven the donee.
Article 417
The successor of the donor may revoke the gift if the donee has intentionally and wrongfully caused the death of the donor or prevented the donor from revoking the gift. But their right of revocation will be extinguished by prescription, if it is not exercised within six months from the date when they knew of the said ground for revocation.
Article 418
A donor may refuse performance of a gift, if after the gift has been agreed upon his economic conditions have changed, to such an extent that the performance of the gift would seriously affect his means of livelihood or hinder his duty to furnish maintenance to others.
Article 419
Revocation of a gift shall be made by an expression of intent to the donee.
After the revocation of the gift, the donor may demand to return the gift given in accordance with the provisions concerning Unjust Enrichment.
Article 420
The right of revocation of a gift is extinguished by the death of the donee.
Section 5 - Lease
Article 421
A lease is a contract whereby the parties agree that one of them shall let the other party use a thing or collect profits therefrom and the latter shall pay a rental for it.
The rental specified in the preceding paragraph may consist of money or of profits of the thing leased.
Article 422
A lease of real property for a period exceeding one year shall be executed in writing. If it is not so executed in writing, it is deemed to have been made for an indefinite period.
Article 422-1
Leasing a land (station) for building a house, a lessee may demand a lessor to register superficies after a contract constituted.
Article 423
The lessor shall be bound to deliver to the lessee the thing leased in a condition fit for the stipulated use or for the collection of profits as agreed upon. He shall be also liable to keep it up in such a condition as to be fit for such use or collection of profits during the continuance of the lease.
Article 424
In the case of a lease of a house or other place intended for habitation, if the defect is such as to endanger the health or safety of the lessee or of the persons living with him, the lessee may terminate the contract, although he knew of the defects at the time of the contract or has waived his right of terminating the contract.
Article 425
A lease continues to exist to the transferee notwithstanding the lessor transfers the ownership of the thing leased to a third party after the lessor delivered the thing leased and the lessee has possessed such thing.
The provisions of preceding paragraph shall not apply to a lease of real property without notarizing, the period exceeding five years or an indefinite period.
Article 425-1
The land and the house on such land belong to one person, he transfers only the ownership of land of the house to the other, or transfers the ownership of land and house simultaneously or in sequence to the different persons, the lease is presumed to be constituted between the transferee of the land or of the house and the person of transferor, or between the transferee of the house and of the land in the duration of the use of the house. The limitation of the period in the first paragraph of Article 449 shall not be applied.
In the case specified in the preceding paragraph, if the parties cannot reach an agreement, they may apply to the court to judge.
Article 426
The provisions of article 425 shall be mutatis mutandis applied, when the lessor creates the thing leased with a right in rem, which prevents the lessee from using and collecting the profits of the thing leased.
Article 426-1
Leasing a land (station) for building a house, when the lessee transfers the ownership of the house, the lease of land (station) continues to exist to the transferee of house.
Article 426-2
Leasing a land (station) for building a house, if the lessor sells the station, the lessee is entitled to have a first right to buy it according to the same condition. If the lessee sells the house, the owner of the land (station) is entitled to have a first right to buy it according to the same condition.
In the case specified in the paragraph, the seller shall notify the conditions of sale in writing to the person who has a first right to buy it. The person who has a first right to buy it is deemed to give up his right, if he doesn't express his intent to buy it with in ten days after the notice arrived.
If the seller doesn't notify the person who has a first right to buy it and registers the ownership of transferring, he shall not against the person who has a first right to buy it.
Article 427
All charges and taxes on the thing leased shall be borne by the lessor.
Article 428
If the thing leased is an animal, the lessee shall bear the cost of provender.
Article 429
Unless otherwise provided by the contract or customs, the lessor shall make all repairs to the thing leased.
The lessee shall not refuse the lessor to do such actions as are necessary for the maintenance of the thing leased.
Article 430
If, for the duration of the lease, the thing leased is necessary for repairing incumbent on the lessor, the lessee may fix a reasonable deadline and notify the lessor to make such repairs. If the lessor fails to make such repairs within the deadline, the lessee may terminate the contract or make the repairs himself with demanding the lessor to return for any expenses incurred therefrom or deducting the said expenses from the rental.
Article 431
If the lessee incurs any beneficial outlays for the thing leased, whereby its value is increased, and if the lessor knows of the circumstances but fails to express a contrary intent, he shall return such expenses to the lessee, upon the termination of the contract, expenses in so far as the value of the thing has been presently increased thereby.
The lessee may remove all the attachments affixed to the thing leased, unless he shall restore the thing leased to its status quo ante.
Article 432
The lessee shall be bound to keep and manage the thing leased with the care of a good administrator. If the thing leased possesses productivity, he shall also be bound to maintain such productivity.
If the lessee violates the duty under the provisions of the preceding paragraph, whereby damage or destruction has been caused to the thing leased, he is bound to compensate for the injury arising therefrom. However, he is not responsible for any damage or change caused to the thing leased through the use of the thing, or through the collection of profits therefrom, in the ways as agreed upon or in the ways as are in accordance with the nature of the thing.
Article 433
The lessee is bound to compensate for damage or destruction to the thing leased, which has been brought about by circumstances for which the persons living with him or any third party, whom he permits to use the thing leased or to collect profits therefrom, shall be responsible to compensate for the injury.
Article 434
If, owing to gross negligence of the lessee, damage or destruction is caused by fire to the thing leased, the lessee is bound to compensate the lessor for such injury.
Article 435
If, in consequence of circumstances for which the lessee is not responsible, the thing leased is partially destroyed for the duration of the lease, the lessee may claim for a reduction of rental proportionate to the part destroyed.
In the case specified in the preceding paragraph, if the lessee cannot with the remaining part accomplish the purpose of the lease, he may terminate it.
Article 436
The provisions of the preceding article shall be mutatis mutandis applied, when the lessee cannot use the thing leased or collect profits therefrom in the agreed use of, whereby a third party claims rights to the thing leased.
Article 437
For the duration of the lease, if the thing leased is necessary for repairing incumbent upon the lessor, or if an equipment becomes necessary for avoiding a danger to the thing, or if a third party claims a right over it, the lessee shall immediately notify the lessor of the occurrence, except the lessor already knew of it.
If the lessee delays giving such notice, and where the lessor owing to the delay could not afford remedy in time, the lessee shall be bound to compensate the lessor for any injury arising therefrom.
Article 438
The lessee shall use the thing leased or collect profits therefrom only in the ways as are agreed upon, or, in the absence of such agreement, only in the ways as are in accordance with the nature of the thing leased.
If the lessee uses the thing leased or collects profits therefrom in a way against the provisions of the preceding paragraph, and if he continues to so use it notwithstanding a remonstrance of the lessor, the latter may terminate the contract.
Article 439
The lessee shall pay the rental at the agreed date and in the absence of such agreed date, according to customs; and in the absence of such agreement or customs, the rental shall be paid at the termination of the lease. If the rental is paid periodically, it shall be paid upon the end of each of the periods. If there is a season for the collection of profits from the thing leased, the rental shall be paid at the end of such season.
Article 440
If the lessee delays paying the rental, the lessor may fix a reasonable deadline and notify him to pay. If the lessee does not pay within such deadline, the lessor may terminate the lease.
If the thing leased is a house, the lease cannot be terminated so long as the total rental in arrears does not correspond to two months, the provisions of the preceding paragraph shall not be applied. The rental is agreed to pay at the commence of the period, the lessor may terminate the lease only as the rental delays paying more than two months.
Leasing for building a house of a land (station), as the total rental in arrears corresponds to two years, the provisions of preceding paragraph shall be applied.
Article 441
The lessee shall not be released from his obligation to pay his rental by the fact that he is prevented from using the thing leased or from collecting profits therefrom, either wholly or partially, through a cause brought about by himself.
Article 442
In case the thing leased is a real property, either party may apply to the court for an increase or reduction of its rental in proportion to the fluctuation of its value, unless the lease in made for a definite period.
Article 443
The lessee shall not sublet the thing leased to another person without the consent of the lessor. But if the thing leased is a house, the lessee may sublet a part of it to another person, unless otherwise agreed upon a contrary intention.
If the lessee sublets the thing leased to another person against the provisions of the preceding paragraph, the lessor may terminate the lease.
Article 444
If the lessee sublets the thing leased to another person in conformity with the provisions of the preceding article, the lease is still continuous between the lessor and the lessee.
The lessee is bound to compensate for injury arising from circumstances for which the sublessee shall be responsible.
Article 445
The lessor of a real property has for his claim of prestations arising from the lease a right of retention over the movables belonging to the lessee and placed in the real property, thing except those movables which cannot be seized in execution.
In the case of the preceding paragraph, the lessor may compensate himself out of the thing retained only to the extent of those injury he is already entitled to claim for, together with the rental for the present term and for the unpaid past terms.
Article 446
The lessor's right of retention as specified in the preceding article is extinguished by the removal of the things to which it applies by the lessee, unless the removal has taken place without the lessor's knowledge or he has objected to such removal.
If the removal takes place in the performance of the business or in ordinary course of life of the lessee, or if the things remaining on the premises are sufficient to secure the payment of the rental, the lessor shall not object to the removal.
Article 447
The lessor may, even without application to the court, prevent the removal of the things subject to his right of retention, in so far as he is entitled to object to the removal. If the lessee is away from the real property leased, the lessor is entitled to take possession of the things subject to the right of retention.
If the said things have been removed without the knowledge of or in spite of the objection of the lessor, the lessor may terminate the lease.
Article 448
The lessee may release the right of retention to exercise by the lessor by furnishing security. He is also entitled to extinguish the right of retention against any individual by furnishing security to the extent proportionate of the value of the thing.
Article 449
The period of a lease shall not exceed twenty years. If a period longer than twenty years, such period is to be reduced to twenty years.
The period specified in the preceding paragraph may be renewed by the parties.
Leasing a land (station) for building a house, the provisions of the first paragraph shall not be applied.
Article 450
When the lease is made for a definite period, the lease terminates at the end of such period.
If no such period has been specified for the termination of the lease, each party may terminate it at any time. However, if customs is in favor of the lessee, such customs shall be followed.
To terminate a lease as specified in the preceding paragraph a notice shall be given in advance according to customs, but if the rental of a real property is payable weekly, fortnightly or monthly, termination is effective only at the end of the calendar week, or fortnight, or month, and a notice shall be given at least one week or fortnight or month in advance.
Article 451
If, after the end of the lease, the lessee still continues to use the thing leased or to collect profits therefrom, and the lessor does not immediately express his intent to the contrary, the lease is deemed to be continued for an indefinite period.
Article 452
If the lessee died, his successor may terminate the lease by giving notice in advance according to the provisions of the third paragraph of Article 450, even if the lease was made for a definite period of date.
Article 453
If the lease is made for a definite period and if it is agreed that one of the parties may terminate the lease before its end, a notice of such termination shall be given in advance according to the provisions of the third paragraph of Article 450.
Article 454
If the lease is terminated according to the provisions of the two preceding articles, the lessor shall return the rental which he has received in advance for those terms falling due after such termination.
Article 455
The lessee shall, at the end of the lease, return the thing leased. If the thing leased possesses productivity, he shall return to the lessor and maintain the thing in a state of normal productivity.
Article 456
Claims by the lessor against the lessee for compensation for injury caused to the thing leased, and claims by the lessee for the return of expenses, and his right for the removal of the work done to the thing leased, are extinguished by prescription if it is not exercised within two years.
The period as specified in the preceding paragraph commences for the lessor from the date when he accepts the return of the thing leased, and for the lessee from the date of the end of the lease.
Article 457
The lessee of an agricultural land may demand for a reduction or release of the rental, if by reason of force majeure, the profits of the thing leased have decreased or totally failed.
The right to demand for a reduction or release of the rental as specified in the preceding paragraph cannot be waived beforehand.
Article 457-1
The lessor of agricultural land cannot receive the rental in advance.
The lessor shall not refuse to receive, if the lessee fails to pay whole of the rental in accordance with the period instead of paying a part of the rental.
Article 458
The lessor of an agricultural land may terminate the lease before the end of the period of the lease in either of the following circumstance,
(1) The lessee died without successors or his successors without cultivation ability.
(2) The lessee has not cultivated for the duration more than one year, it is not by the reason of force majeure.
(3) The lessee sublets the whole or a part of the agricultural land leased to other.
(4) The sum of the rental in arrears corresponds to two years.
(5) The agricultural land has arranged according to the act or changed to be a land not for cultivating.
Article 459
The lease of an agricultural land with an indefinite period, the lessor in addition to restore such land for his own cultivation, may terminate the lease only if in the case specified in each paragraph of preceding article or the lessee acts against the provisions of Article 432, or the provisions of the second paragraph of Article 462.
Article 460
Termination of the lease made by the lessor of an agricultural land, the end of the lease shall be after the season when the crops are reaped, and before the beginning of the next cultivation.
Article 460-1
The lessor of an agricultural land sell or dian the agricultural land, the lessee is entitled to have a first right of priority to buy or dian it according to the same condition.
The provisions of the second and third paragraph of Article 426-1 shall apply mutatis mutandis to preceding paragraph of buying or dianing.
Article 461
If the lessee of an agricultural land has incurred expenses of the cultivation of crops which are not yet to be reaped after the termination of the lease, he may demand the return of such expenses from the lessor, however, provided that his claim shall not exceed the value of such crops.
Article 461-1
The lessee of an agricultural land in addition to maintain the original nature and efficiency of the agricultural land, he may raise the production of the agricultural land or improve a handy cultivation. However, he shall notify the entries of improvement and the sum of expense to the lessor in writing.
The lessee may demand the lessor to return the expense specified in the preceding paragraph, when the lessee return the agricultural land. However, the price is limited to the part which hasn't lost its utility.
Article 462
When agricultural implements, livestock, and other accessories are leased together with an agricultural land, an inventory of the same, showing their individual value at the time of the conclusion of the lease, shall be made in duplicate, and signed by the parties. Each party shall keep a copy of it.
If any of the accessories mentioned in the inventory be destroyed through a circumstance for which the lessee is responsible, the lessee is bound to supply substitutes.
Should it be destroyed through a circumstance for which the lessee is not responsible, the lessor is bound to supply substitutes.
Article 463
The lessee of an agricultural land who has received accessories according to an inventory shall return them to the lessor at the end of the lease. If he fails to do so, he shall compensate for their value according to the said inventory, except it shall be deducted from ordinary wear and tear, resulting from their use.
Article 463-1
The provisions of this section shall apply mutatis mutandis to a lease of a right.
Section 6 - Loan
Sub-section 1 Loan for Use
Article 464
A contract of loan for use is a contract whereby one of parties shall deliver a thing to the other, and agrees that the latter shall return the thing after gratuitously using it.
Article 465-1
After an agreement on constituting a contract of a loan for use, the lender of the agreement may revoke such agreement. Unless otherwise the borrower of the agreement has demanded to perform the agreement and the lender of the agreement hasn't revoked immediately.
Article 466
If the lender intentionally conceals a defect in the thing lent, he is responsible to the borrower for any injury resulting therefrom.
Article 467
The borrower shall use the thing lent in the ways as are agreed upon, if in the absence of such agreement, in the ways as are in accordance with the nature of the thing lent.
The borrower shall not allow a third party to use the thing lent without the consent of the lender.
Article 468
The borrower shall preserve the thing lent with the care of a good administrator.
If the borrower violates the provision of the preceding paragraph whereby damage or destruction has been caused to the thing lent, he is bound to compensate therefrom. However, he is not responsible for any change or damage brought about through use of the thing lent in the ways as are agreed upon or as are in accordance with the nature of the thing.
Article 469
The borrower is bound to bear the ordinary expenses for the maintenance of the thing lent. The same rule shall apply to the cost of provender in the case of a loan of animals.
If the borrower incurs any beneficial outlays for the thing lent in consequence of increasing the value of the thing lent, the provisions of the first paragraph of Article 431 shall be mutatis mutandis applied.
The borrower may remove any additions to the thing lent which he has made, unless he shall restore the thing lent to its status quo ante.
Article 470
The borrower shall return the thing lent at the end of the agreed period. If no such period is agreed upon, the thing shall be returned after the borrower has made use of it for the purposes of the loan. However, the lender may also demand the return of the thing lent when a reasonable period has elapsed and it may be presumed that the borrower did make use of it.
If an indefinite period of a loan and cannot be inferred from the purposes of the loan, the lender may demand the return of the thing lent at any time.
Article 471
When several persons have borrowed a thing together, they are jointly responsible to the lender.
Article 472
The lender may terminate the loan in either of the following circumstances:
(1) If he needs the thing lent in consequence of an unforeseen circumstances.
(2) If the borrower uses the thing lent otherwise than for the agreed use or for the ordinary uses in accordance with the nature of the thing, or allows a third party to use it without the consent of the lender.
(3) If the borrower causes damage or danger of damage to the thing lent by neglecting to take care of it.
(4) If the borrower died.
Article 473
A claim for damages by the lender for injury caused to the thing lent, a claim for damages by the borrower in accordance with the provisions of Article 466, a claim for the return of beneficial outlays specified provisions of Article 469 and the borrower's right to remove any addition from the thing lent, are extinguished by prescription if it is not exercised within six months.
The period specified under the preceding paragraph commences for the lender from the date when he accepts the return of the thing lent and for the borrowers from the date of the termination of the contract.
Sub-section 2 LOANS FOR CONSUMPTION
Article 474
A contract of loan for consumption is a contract whereby one of the parties shall transfer to the other the ownership of money or other fungible things, and the parties agree that the latter shall return things of the same kind, quality and quantity.
If one of the parties is responsibility to the other for the payment of money or other fungible things and the parties agree that it is to be the object of loan for consumption, a contract of loan for consumption is also constituted.
Article 475-1
An agreement on constituting a contract of a loan for consumption, if interest or other remuneration has been agreed upon for a loan for consumption, one of the parties becomes incapability to pay after the agreement on constituting a contract of a loan for consumption constituted, the lender of the agreement may revoke such agreement.
An agreement on constituting a contract of