Page images
PDF
EPUB

Subchapter IV-Object

§ 1081. Object defined

The object of a contract is the thing which it is agreed, on the part of the party receiving the consideration, to do or not to do.

§ 1082. Requisites of the object

The object of a contract must be lawful when the contract is made, and possible and ascertainable by the time the contract is to be performed.

1083. Impossibility defined

Everything is deemed possible except that which is impossible in the nature of things.

§ 1084. Unlawful, impossible, or unascertainable object

Where a contract has but a single object, and that object is unlawful, whether in whole or in part, or wholly impossible of performance, or so vaguely expressed as to be wholly unascertainable, the entire contract is void.

§ 1085. One of several objects unlawful

Where a contract has several distinct objects, of which one at least is lawful, and one at least is unlawful, in whole or in part, the contract is void as to the latter and valid as to the rest.

Subchapter V-Consideration

§ 1101. Good consideration defined

A benefit conferred, or agreed to be conferred, upon the promisor, by another person, to which the promisor is not lawfully entitled, or a prejudice suffered, or agreed to be suffered, by another person, other than such as he is at the time of consent lawfully bound to suffer, as an inducement to the promisor, is a good consideration for a promise.

§ 1102. Legal or moral obligation

An existing legal obligation resting upon the promisor, or a moral obligation originating in a benefit conferred upon the promisor, or prejudice suffered by the promisee, is also a good consideration for a promise, but only to an extent corresponding with the extent of the obligation.

§ 1103. Lawful consideration

The consideration of a contract must be lawful within the meaning of section 1241 of this title.

§ 1104. Effect of illegal consideration

If a part of a single consideration for one or more objects, or of several considerations for a single object, is unlawful, the entire contract is void.

§ 1105. Executed or executory consideration

A consideration may be executed or executory, in whole or in part. Insofar as it is executory it is subject to sections 1081-1085 of this title. § 1106. Executory consideration

When a consideration is executory, it is not indispensable that the contract specify its amount or the means of ascertaining it. It may be left to the decision of a third person, or regulated by any specified standard.

§ 1107. Ascertainment of consideration

When a contract does not determine the amount of the consideration, nor the method by which it is to be determined, or when it leaves the amount thereof to the discretion of an interested party, the consideration must be as much money as the object of the contract is reasonably worth.

§ 1108. Impossibility of ascertaining consideration

(a) Where a contract provides an exclusive method by which its consideration is to be determined, which method is on its face impossible of execution, the entire contract is void.

(b) Where a contract provides an exclusive method by which its consideration is to be determined, which method appears possible on its face, but in fact is, or becomes, impossible of execution, such provision only is void.

(c) This section does not apply to cases provided for by sections 1429 and 1430 of this title.

§ 1109. Written instrument

A written instrument is presumptive evidence of a consideration. § 1110. Burden of proving want of consideration

The burden of showing a want of consideration sufficient to support an instrument lies with the party seeking to invalidate or avoid it.

Bec.

CHAPTER 33-CREATION OF CONTRACTS

1141. Kinds of contracts.

1142. Express contract defined.

1143. Implied contract defined.

1144. Oral contracts.

1145. Contract not in writing through fraud.

1146. Statute of frauds.

1147. Effect of written contract on negotiations or stipulations.

1148. Written contract effective upon delivery.

1149. Law governing delivery of written contracts.

1150. Sealed and unsealed instruments.

§ 1141. Kinds of contracts

A contract is either express or implied.

§ 1142. Express contract defined

An express contract is one the terms of which are stated in words. § 1143. Implied contract defined

An implied contract is one the existence and terms of which are manifested by conduct.

§ 1144. Oral contracts

All contracts may be oral, except such as are specially required by statute to be in writing.

§ 1145. Contract not in writing through fraud

If a contract, which is required by law to be in writing, is prevented from being put into writing by the fraud of a party thereto, any other party who is by that fraud led to believe that it is in writing, and acts upon that belief to his prejudice, may enforce it against the fraudulent party.

§ 1146. Statute of frauds

The following contracts are invalid, unless the same, or some note or memorandum thereof, is in writing and subscribed by the party to be charged, or by his agent:

(1) an agreement that by its terms is not to be performed within a year from the making thereof;

(2) a special promise to answer for the debt, default, or miscarriage of another, except in the cases provided for by section 3714 of this title;

(3) an agreement made upon consideration of marriage;

(4) an agreement for the leasing for a longer period than one year, or for the sale of real property, or of an interest therein; and such an agreement, if made by an agent of the party sought to be charged, is invalid, unless the authority of the agent is in writing, subscribed by the party sought to be charged;

(5) an agreement authorizing or employing an agent or broker to purchase or sell real estate for compensation or a commission; (6) an agreement which by its terms is not to be performed during the lifetime of the promisor, or an agreement to devise or bequeath property, or to make provision for a person by will. § 1147. Effect of written contract on negotiations or stipulations

The execution of a contract in writing, whether the law requires it to be written or not, supersedes all the negotiations or stipulations concerning its matter which preceded or accompanied the execution

of the instrument.

§ 1148. Written contract effective upon delivery

A contract in writing takes effect upon its delivery to the party in whose favor it is made, or to his agent.

§ 1149. Law governing delivery of written contracts

Sections 594-598 of this title, concerning the delivery of grants, absolute and conditional, apply to all written contracts.

§ 1150. Sealed and unsealed instruments

All distinctions between sealed and unsealed instruments are abolished.

Bec.

CHAPTER 35-INTERPRETATION OF CONTRACTS

1181. Uniformity of interpretation.

1182. Intention of parties.

1183. Ascertainment of intention generally.

1184. Language of contract.

1185. Written contracts.

1186. Writing disregarded.

1187. Contract taken as a whole.

1188. Several contracts to be taken together.

1189. Interpretation in favor of contract.

1190. Words in their ordinary sense.

1191. Technical words.

1192. Law and usage of place.

1193. Explanation by reference to circumstances.

1194. Restriction to object of contract.

1195. Ambiguity or uncertainty of promise.

1196. Particular clauses; general intent.

1197. Partly written and printed contracts.

1198. Reconciliation of repugnancies.

1199. Inconsistent words.

1200. Interpretation against party causing uncertainty. 1201. Implied stipulations.

1202. Necessary incidents implied.

1203. Time of performance of contract.

1204. Joint and several promise.

1205. Executed and executory contracts.

§ 1181. Uniformity of interpretation

All contracts, whether public or private, shall be interpreted by the same rules, except as otherwise provided by this title.

§ 1182. Intention of parties

A contract shall be so interpreted as to give effect to the mutual intention of the parties as it existed at the time of contracting, as far as the same is ascertainable and lawful.

§ 1183. Ascertainment of intention generally

For the purpose of ascertaining the intention of the parties to a contract, if otherwise doubtful, the rules given in this chapter shall apply.

§ 1184. Language of contract

The language of a contract shall govern its interpretation, if the language is clear and explicit, and does not involve an absurdity.

§ 1185. Written contracts

When a contract is reduced to writing, the intention of the parties shall be ascertained from the writing alone, if possible; subject, however, to the other provisions of this chapter.

§ 1186. Writing disregarded

When, through fraud, mistake, or accident, a written contract fails to express the real intention of the parties, that intention shall be regarded, and the erroneous parts of the writing disregarded.

§ 1187. Contract taken as a whole

The whole of a contract shall be taken together, so as to give effect to every part, if reasonably practicable, each clause helping to interpret the other.

§ 1188. Several contracts to be taken together

Several contracts relating to the same matters, between the same parties, and made as parts of substantially one transaction, shall be taken together.

§ 1189. Interpretation in favor of contract

A contract shall receive such an interpretation as will make it lawful, operative, definite, reasonable, and capable of being carried into effect, if it can be done without violating the intention of the parties.

§ 1190. Words in their ordinary sense

The words of a contract shall be understood in their ordinary and popular sense, rather than according to their strict legal meaning, unless used by the parties in a technical sense, or unless a special meaning is given to them by usage, in which case the latter shall be followed.

§ 1191. Technical words

Technical words shall be interpreted as usually understood by persons in the profession or business to which they relate, unless clearly used in a different sense.

§ 1192. Law and usage of place

A contract shall be interpreted according to the law and usage of the place where it is to be performed; or, if it does not indicate a place of performance, according to the law and usage of the place where it is made.

§ 1193. Explanation by reference to circumstances

A contract may be explained by reference to the circumstances under which it was made, and the matter to which it relates.

§ 1194. Restriction to object of contract

However broad may be the term of a contract, it extends only to those things concerning which it appears that the parties intended to

contract.

§ 1195. Ambiguity or uncertainty of promise

If the terms of a promise are in any respect ambiguous or uncertain, it shall be interpreted in the sense in which the promisor believed, at the time of making it, that the promisee understood it.

§ 1196. Particular clauses; general intent

Particular clauses of a contract are subordinate to its general intent. § 1197. Partly written and printed contracts

If a contract is partly written and partly printed, or if part of it is written or printed under the special directions of the parties, and with a special view to their intention, and the remainder is copied from a form originally prepared without special reference to the particular parties and the particular contract in question, the written parts control the printed parts, and the parts which are purely original control those which are copied from a form. And if the two are absolutely repugnant, the latter shall be so far disregarded. § 1198. Reconciliation of repugnancies

Repugnancy in a contract shall be reconciled, if possible, by such an interpretation as will give some effect to the repugnant clauses, subordinate to the general intent and purpose of the whole contract. § 1199. Inconsistent words

Words in a contract which are wholly inconsistent with its nature, or with the main intention of the parties, shall be rejected.

§ 1200. Interpretation against party causing uncertainty

In cases of uncertainty not removed by the preceding rules, the language of a contract shall be interpreted most strongly against the party who caused the uncertainty to exist. The promisor is presumed to be that party; except in a contract between a public officer or body, as such, and a private party, in which it is presumed that all uncertainty was caused by the private party.

§ 1201. Implied stipulations

Stipulations which are necessary to make a contract reasonable, or conformable to usage, are implied, in respect to matters concerning which the contract does not manifest a contrary intention.

§ 1202. Necessary incidents implied

All things that in law or usage are considered as incidental to a contract, or as necessary to carry it into effect, are implied therefrom, unless some of them are expressly mentioned therein, when all other things of the same class are deemed to be excluded.

§ 1203. Time of performance of contract

If a time is not specified for the performance of an act required to be performed, a reasonable time is allowed. If the act is in its nature capable of being done instantly-as, for example, if it consists in the payment of money only-it shall be performed immediately upon the thing to be done being exactly ascertained.

§ 1204. Joint and several promise

(a) Where all the parties who unite in a promise receive some benefit from the consideration, whether past or present, their promise is presumed to be joint and several.

(b) A promise, made in the singular number, but executed by several persons, is presumed to be joint and several.

« PreviousContinue »