Title 18 — Business Structure and Function

All contracts, whether public or private, are to be interpreted by the same rules except as otherwise provided by this Title and Titles 19, 20 and 21 of this Code. SOURCE: CC § 1635. COMMENT: The original section refers only to "this Code". This Guam Code Annotated titles referre…

COL120106 A contract must be so interpreted as to give effect to the mutual intention of the parties as it existed at the time of contracting, so far as the same is ascertainable and lawful. SOURCE: CC § 1636.

For the purpose of ascertaining the intention of the parties to a contract, if otherwise doubtful, the rules given in this Chapter are to be applied. SOURCE: CC § 1637.

The language of a contract is to govern its interpretation, if the lan- guage is clear and explicit, and does not involve an absurdity. SOURCE: CC § 1638.

When a contract is reduced to writing, the intention of the parties is to be ascertained from the writing alone, if possible; subject, however, to the other provisions of this Chapter. SOURCE: CC § 1639. COURT CASES; See T.S.S. Sportswear, Ltd v. Swank Shop, 380 F.2d 512 (CA9 196…

When through fraud, mistake, or accident, a written contract fails to express the real intention of the parties, such intention is to be regarded, and the erroneous parts of the writing disregarded. SOURCE: CC § 1640. COURT CASES: See Scharff v. Bank of Hawaii, 432 F.2d 160 (CA9 …

The whole of a contract is to be taken together, so as to give effect to every part, if reasonably practicable, each clause helping to interpret the other. SOURCE: CC § 1641.

COL120106 Several contracts relating to the same matters, between the same parties, and made as parts of substantially one transaction, are to be taken together. SOURCE: CC § 1642.

A contract must 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. SOURCE: CC § 1643.

The words of a contract are to 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 must be followed…

Technical words are to be interpreted as usually understood by persons in the profession or business to which they relate, unless clearly used in a different sense. SOURCE: CC § 1645.

A contract is to 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 perfor- mance, according to the law and usage of the place where it is made. SOURCE: CC § 1646.

A contract may be explained by reference to the circumstances under which it was made, and the matter to which it relates. SOURCE: CC § 1647.

However broad may be the terms of a contract, it extends only to those things concerning which it appears that the parties intended to contract. COL120106 SOURCE: CC § 1648.

If the terms of a promise are ambiguous or uncertain, it must be interpreted in the sense in which the promisor believed, at the time of making it, that the promisee understood it. SOURCE: CC § 1649.

Particular clauses of a contract are subordinate to its general intent. SOURCE: CC § 1650.

Where a contract is partly written and partly printed, or where 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 p…

Repugnancy in a contract must 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. SOURCE: CC § 1652.

Words in a contract which are wholly inconsistent with its nature, or with the main intention of the parties are to be rejected. SOURCE: CC § 1653.

In cases of uncertainty not removed by the preceding rules, the language of a contract should be interpreted most strongly against the party who caused the uncertainty to exist. The promisor is presumed to be such COL120106 party; except in a contract between a public officer or …

Stipulations which are necessary to make a contract reasonable or conformable to usage, are implied, in respect to matters concerning which the contract manifests a contrary intention. SOURCE: CC § 1655.

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. SOURCE: CC § 1656.

If no time is 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 must be performed immediately upon the thi…

(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 severa…

An executed contract is one, the object of which is fully performed. All others are executory. COL120106 SOURCE: CC § 1661. NOTE: No 1970 Civil Code '§ 1662-1666 existed. ---------- COL120106 COL120106