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8 1205. Executed and executory contracts

An executed contract is one, the object of which is fully performed. All others are executory.

Sec.

CHAPTER 37-UNLAWFUL CONTRACTS

1241. Unlawful defined.

1242. Contracts contrary to policy of law.

1243. Liquidated damages.

1244. Contracts in restraint of trade; partnership agreements.

1245. Contracts in restraint of marriage.

§ 1241. Unlawful defined

That is not lawful which is:

(1) contrary to an express provision of law;

(2) contrary to the policy of express law, though not expressly prohibited; or

(3) otherwise contrary to good morals.

§ 1242. Contracts contrary to policy of law

Contracts which have for their object, directly or indirectly, to exempt anyone from responsibility for his own fraud, or willful injury to the person or property of another, or violation of law, whether willful or negligent, are against the policy of the law.

§ 1243. Liquidated damages

(a) Except as expressly provided in subsection (b) of this section, a contract by which the amount of damage to be paid, or other compensation to be made, for a breach of an obligation, is determined in anticipation thereof, is to that extent void.

(b) The parties to a contract may agree therein upon an amount which shall be presumed to be the amount of damage sustained by a breach thereof, when, from the nature of the case, it would be impracticable or extremely difficult to fix the actual damage.

§ 1244. Contracts in restraint of trade; partnership agreements

(a) Except as provided in subsection (b) of this section, contract by which anyone is restrained from exercising a lawful profession, trade, or business of any kind is to that extent void.

(b) Partners may, upon or in anticipation of a dissolution of the partnership, agree that none of them will carry on a similar business within the same city or town where the partnership business has been transacted, or within a specified part thereof.

§ 1245. Contracts in restraint of marriage

A contract in restraint of the marriage of any person, other than a minor, is void.

CHAPTER 39—EXTINCTION OF CONTRACTS

SUBCHAPTER I-GENERAL PROVISIONS

Bec.

1271. Extinguishment.

SUBCHAPTER II-RESCISSION

1291. Extinguishment by rescission.

1292. Grounds for rescission.

1293. Stipulations against right to rescind.

1294. Procedure for rescission.

SUBCHAPTER III-ALTERATION AND CANCELLATION

1311. Alteration of verbal contract.

1312. Alteration of written contract.

1313. Destruction or cancellation by consent of parties.

1314. Destruction, cancellation, or alteration by beneficiary.

1315. Alteration or destruction of duplicate.

Subchapter I-General Provisions

§ 1271. Extinguishment

A contract may be extinguished in like manner with any other obligation, and also in the manner prescribed by this chapter.

Subchapter II-Rescission

§ 1291. Extinguishment by rescission
A contract is extinguished by its rescission.

§ 1292. Grounds for rescission

A party to a contract may rescind it in the following cases only: (1) if the consent of the party rescinding, or of any party jointly contracting with him, was given by mistake, or obtained through duress, menace, fraud, or undue influence, exercised by or with the connivance of the party as to whom he rescinds, or of any other party to the contract jointly interested with that party; (2) if, through the fault of the party as to whom he rescinds, the consideration for his obligation fails, in whole or in part;

(3) if the consideration becomes entirely void from any cause; (4) if the consideration, before it is rendered to him, fails in a material respect, from any cause;

(5) by consent of all the other parties; or

(6) under the circumstances provided for by chapter 45 of this title, relating to sales of goods.

§ 1293. Stipulations against right to rescind

A stipulation that errors of description shall not avoid a contract, or shall be the subject of compensation, or both, does not take away the right of rescission for fraud, nor for mistake, where the mistake is in a matter essential to the inducement of the contract, and is not capable of exact and entire compensation.

§ 1294. Procedure for rescission

Rescission, when not effected by consent, may be accomplished only by the use, on the part of the party rescinding, of reasonable diligence

to:

(1) rescind promptly, upon discovering the facts which entitle him to rescind, if he is free from duress, menace, undue influence, or disability, and is aware of his right to rescind; and

(2) restore to the other party everything of value which he has received from him under the contract; or offer to restore the same, upon condition that the other party shall do likewise, unless the latter is unable or positively refuses to do so.

Subchapter III-Alteration and Cancellation

§ 1311. Alteration of verbal contract

A contract not in writing may be altered in any respect by consent of the parties, in writing, without a new consideration, and is extinguished thereby to the extent of the new alteration.

§ 1312. Alteration of written contract

A contract in writing may be altered only by a contract in writing or an executed oral agreement.

§ 1313. Destruction or cancellation by consent of parties

The destruction or cancellation of a written contract, or of the signature of the parties liable thereon, with intent to extinguish the obligation thereof, extinguishes it as to all the parties consenting to the act.

§ 1314. Destruction, cancellation, or alteration by beneficiary

The intentional destruction, cancellation, or material alteration of a written contract, by a party entitled to any benefit under it, or with his consent, extinguishes all the executory obligations of the contract in his favor, against parties who do not consent to the act.

§ 1315. Alteration or destruction of duplicate

Where a contract is executed in duplicate, an alteration or destruction of one copy, while the other exists, is not within the purview of section 1314 of this title.

Sec.

CHAPTER 41-OBLIGATIONS IMPOSED BY LAW

1351. Abstinence from injuring others.

1352. Damages for deceit.

1353. Deceit defined.

1354. Deceit upon the public or a class.

1355. Thing wrongfully acquired; restoration.

1356. Same; demand for restoration.

1357. Willful acts and negligence; contributory negligence.

81351. Abstinence from injuring others

Every person is bound, without contract, to abstain from injuring the person or property of another, or infringing upon any of his rights. § 1352. Damages for deceit

One who willfully deceives another with intent to induce him to alter his position to his injury, or risk, is liable for any damage which he thereby suffers.

81353. Deceit defined

A deceit, within the meaning of section 1352 of this title, is:

(1) the suggestion, as a fact, of that which is not true, by one who does not believe it to be true;

(2) the assertion, as a fact, of that which is not true, by one who has no reasonable ground for believing it to be true;

(3) the suppression of a fact, by one who is bound to disclose it, or who gives information of other facts which are likely to mislead for want of communication of that fact; or

(4) a promise made without any intention of performing it.

§ 1354. Deceit upon the public or a class

One who practices a deceit with intent to defraud the public, or a particular class of persons, is deemed to have intended to defraud every individual in that class, who is actually misled by the deceit. § 1355. Thing wrongfully acquired; restoration

One who obtains a thing without the consent of its owner, or by a consent afterwards rescinded, or by an unlawful exaction which the owner could not at the time prudently refuse, must restore it to the person from whom it was thus obtained, unless

(1) he has acquired a title thereto superior to that of the other person; or

(2) the transaction was corrupt and unlawful on both sides. 1356. Same; demand for restoration

The restoration required by section 1355 of this title must be made without demand, except where a thing is obtained by mutual mistake, in which case the party obtaining the thing is not bound to return it until he has notice of the mistake.

§ 1357. Willful acts and negligence; contributory negligence

Everyone is responsible, not only for the result of his willful acts, but also for an injury occasioned to another by his want of ordinary care or skill in the management of his property or person, except as far as the latter has willfully brought the injury upon himself. Want of ordinary care on the part of the injured person does not bar a recovery, but the damages shall be diminished by the court or jury in proportion to the want of ordinary care attributable to that person. The extent of liability in the cases covered by this section is defined by chapter 109 of this title, relating to compensatory relief. CHAPTER 43-GENERAL PROVISIONS AFFECTING CHAPTERS 45 TO 105

Bec.

1391. Waiver of provisions; intention of parties.

§ 1391. Waiver of provisions; intention of parties

Except where it is otherwise declared, the provisions of chapters 40-105 of this title, with respect to the rights and obligations of parties to contracts, are subordinate to the intention of the parties, when ascertained in the manner prescribed by chapter 35 of this title, relating to the interpretation of contracts; and the benefit thereof may be waived by a party entitled thereto, unless the waiver would be against public policy.

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SUBCHAPTER II-TRANSFER OF PROPERTY AND TITLE

Article A-Transfer of Property as Between Seller and Buyer

1441. No property passes until goods are ascertained.

1442. Property in specific goods passes when parties so intend.

1443. Rules for ascertaining intention.

1444. Reservation of right of possession or property when goods are shipped. 1445. Sale by auction.

1446. Risk of loss.

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1447. Sale by a person not the owner.

1448. Sale by one having a voidable title.

1449. Sale by seller in possession of goods already sold.

1450. Creditors' rights against sold goods in seller's possession.
1451. Definition of negotiable documents of title.

1452. Negotiation of negotiable documents by delivery.
1453. Negotiation of negotiable documents by indorsement.
1454. Negotiable documents of title marked "not negotiable".
1455. Transfer of nonnegotiable documents.

1456. Who may negotiate a document.

1457. Rights of person to whom document has been negotiated. 1458. Rights of person to whom document has been transferred. 1459. Transfer of negotiable document without indorsement. 1460. Warranties on sale of document.

1461. Indorser not a guarantor.

1462. When negotiation not impaired by fraud, mistake, or duress.

1463. Attachment or levy upon goods for which a negotiable document has been issued.

1464. Creditors' remedies to reach negotiable documents.

SUBCHAPTER III-PERFORMANCE OF THE CONTRACT

1471. Seller must deliver and buyer accept goods.

1472. Delivery and payment are concurrent conditions.

1473. Place, time, and manner of delivery.

1474. Delivery of wrong quantity.

1475. Delivery in installments.

1476. Delivery to a carrier on behalf of the buyer.

1477. Right to examine the goods.

1478. What constitutes acceptance.

1479. Acceptance does not bar action for damages.

1480. Buyer is not bound to return goods wrongly delivered.
1481. Buyer's liability for failing to accept delivery.

SUBCHAPTER IV-RIGHTS OF UNPAID SELLER
Article A-Rights of Unpaid Seller Against the Goods

1491. Definition of unpaid seller.

1492. Remedies of an unpaid seller.

Article B-Unpaid Seller's Lien

1493. When right of lien may be exercised.

1494. Lien after part delivery.

1495. When lien is lost.

Article C-Stoppage in Transitu

1496. Seller may stop goods on buyer's insolvency.

1497. When goods are in transit.

1498. Ways of exercising the right to stop.

Article D-Resale by the Seller

1499. When and how resale may be made.

Article E-Rescission by the Seller

1500. When and how the seller may rescind the sale.

1501. Effect of sale of goods subject to lien or stoppage in transitu.

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