pass by transfer, will, or succession to any person, whether he has an insurable interest or not, and such person may recover upon it whatever the insured might have recovered. § 2765. Notice to an insurer of a transfer or bequest thereof is not necessary to preserve the validity of a policy of insurance upon life or health, unless thereby expressly required. § 2766. Unless the interest of a person insured is susceptible of exact pecuniary measurement, the measure of indemnity under a policy of insurance upon life or health is the sum fixed in the policy. TITLE XII. INDEMNITY. BECTION 2772. Indemnity, what. 2773. Indemnity for a future wrongful act void. 2776. Indemnity to several. 2777. Person indemnifying liable jointly or severally with person indemnified. 2778. Rules for interpreting agreement of indemnity. 2779. When person indemnifying is a surety. 2780. Bail, what. 2781. How regulated. § 2772. Indemnity is a contract by which one engages to save another from a legal consequence of the conduct of one of the parties, or of some other person. § 2773. An agreement to indemnify a person against an act thereafter to be done is void, if the act be known by such person, at the time of doing it, to be unlawful. [In effect July 1, 1874.] § 2774. An agreement to indemnify a person against an act already done is valid, even though the act was known to be wrongful, unless it was a felony. § 2775. An agreement to indemnify against the acts of a certain person applies not only to his acts and their consequences, but also to those of his agents. § 2776. An agreement to indemnify several persons applies to each, unless a contrary intention appears. § 2777. One who indemnifies another against an act to be done by the latter, is liable jointly with the person indemnified, and separately to every person injured by such act. § 2778. In the interpretation of a contract of indemnity, the following rules are to be applied, unless a contrary intention appears: 1. Upon an indemnity against liability, expressly, or in other equivalent terms, the person indemnified is entitled to recover upon becoming liable; 2. Upon an indemnity against claims, or demands, or damages, or costs, expressly, or in other equivalent terms, the person indemnified is not entitled to recover without payment thereof; 3. An indemnity against claims, or demands, or liability, expressly, or in other equivalent terms, embraces the costs of defence against such claims, demands, or liability incurred in good faith, and in the exercise of a reasonable discretion; 4. The person indemnifying is bound, on request of the person indemnified, to defend actions or proceedings brought against the latter in respect to the matters embraced by the indemnity, but the person indemnified has the right to conduct such defences, if he chooses to do so; 5. If, after request, the person indemnifying neglects to defend the person indemnified, a recovery against the latter, suffered by him in good faith, is conclusive in his favor against the-former; 6. If the person indemnifying, whether he is a principal or a surety in the agreement, has not reasonable notice of the action or proceeding against the person indemnified, or is not allowed to control its defence, judgment against the latter is only presumptive evidence against the former; 7. A stipulation that a judgment against the person indemnified shall be conclusive upon the person indemnifying, is inapplicable if he had a good defence upon the merits, which by want of ordinary care he failed to establish in the action. § 2779. Where one, at the request of another, engages to answer in damages, whether liquidated or unliquidated, for any violation of duty on the part of the latter, he is entitled to be reimbursed in the same manner as a surety, for whatever he may pay. § 2780. Upon those contracts of indemnity which are taken in legal proceedings as security for the performance of an obligation imposed or declared by the tribunals, and known as undertakings or recognizances, the sureties are called bail. § 2781. The obligations of bail are governed by the statutes specially applicable thereto. TITLE XIII. GUARANTY. CHAPTER I. GUARANTY IN GENERAL, §§ 2787-2825. CHAPTER I. GUARANTY IN GENERAL. ARTICLE I. DEFINITION OF GUARANTY, §§ 2787-2788. VI. EXONERATION OF GUARANTORS, §§ 2819-2825 ARTICLE I. DEFINITION OF GUARANTY. SECTION 2787. Guaranty, what. 2788. Knowledge of principal not necessary to creation of guar anty. § 2787. A guaranty is a promise to answer for the debt default, or miscarriage of another person. $2788. A person may become guarantor even without the knowledge or consent of the principal. ARTICLE II. CREATION OF GUARANTY. SECTION 2792. Necessity of a consideration. 2793. Guaranty to be in writing, &c. 2794. Engagement to answer for obligation of another, when deemed original. 2795. Acceptance of guaranty. § 2792. Where a guaranty is entered into at the same time with the original obligation, or with the acceptance of the latter by the guarantee, and forms with that obligation a part of the consideration to him, no other consideration need exist. In all other cases there must be a consideration distinct from that of the original obligation. § 2793. Except as prescribed by the next section, a guaranty must be in writing, and signed by the guarantor; but the writing need not express a consideration. § 2794. A promise to answer for the obligation of another, in any of the following cases, is deemed an original obligation of the promisor, and need not be in writing: 1. Where the promise is made by one who has received property of another upon an undertaking to apply it pursuant to such promise; or by one who has received a discharge from an obligation in whole or in part, in consideration of such promise; 2. Where the creditor parts with value, or enters into an obligation, in consideration of the obligation in respect to which the promise is made, in terms or under circumstances such as to render the party making the promise the principal debtor, and the person in whose behalf it is made, his surety; 3. Where the promise, being for an antecedent obligation of another, is made upon the consideration that the party receiving it cancels the antecedent obligation, accepting the new promise as a substitute therefor; or upon the consideration that the party receiving it releases the property of another rom a levy, or his person from imprisonment under an execution on a judgment obtained upon the antecedent obligation; or upon a consideration beneficial to the promisor, whether moving from either party to the antecedent obligation, or from another person; 4. Where a factor undertakes, for a commission, to sell merchandise and guaranty the sale; 5. Where the holder of an instrument for the payment of money, upon which a third person is or may become liable to him, transfers it in payment of a precedent debt of his own, or for a new consideration, and in connection with such transfer enters into a promise respecting such instrument. Code Civ. Proc. § 1473. § 2795. A mere offer to guaranty is not binding, until notice of its acceptance is communicated by the guarantee to the guarantor; but an absolute guaranty is binding upon the guarantor without notice of acceptance. ARTICLE III. INTERPRETATION OF GUARANTY. SECTION 2799. Guaranty of incomplete contract. 2800. Guaranty that an obligation is good or collectible. 2802. Guarantor's liability upon such guaranty. § 2799. In a guaranty of a contract, the terms of which are not then settled, it is implied that its terms shall be such as will not expose the guarantor to greater risks than he would incur under those terms which are most common in similar contracts at the place where the principal contract is to be performed. § 2800. A guaranty to the effect that an obligation is good, or is collectible, imports that the debtor is solvent, and that the demand is collectible by the usual legal proceedings, if taken with reasonable diligence. § 2801. A guaranty, such as is mentioned in the last section, is not discharged by an omission to take proceedings upon the principal debt, or upon any collateral security for its payment, if no part of the debt could have been collected thereby. § 2802. In the cases mentioned in section 2800, the re |