Title 18, Business Structure and Function

Except where it is otherwise declared, the provisions of the foregoing chapters of this Title, commencing with Division 1, Part 3 hereof, in respect to the rights and obligations of parties to contracts, are subordinate to the intention of the parties, when ascertained in the man…

An obligation is a legal duty by which a person is bound to do or not to do a certain thing. SOURCE: CC § 1427.

An obligation arises either from: 1. The contract of the parties; or 2. The operation of law. An obligation arising from operation of law may be enforced in the manner provided by law, or by civil action or proceeding. SOURCE: CC § 1428. ARTICLE 2 COL120106 GENERAL RULES OF INTER…

The rules which govern the interpretation of contracts are described in Division II of this Title. Other obligations are interpreted by the same rules by which statutes of a similar nature are interpreted. SOURCE: CC § 1429. NOTE: See 1 GCA Chapters 4 and 7 for the law on interpr…

An obligation imposed on several persons, or a right created in favor of several persons, may be: 1. Joint; 2. Several; or 3. Joint and several. SOURCE: CC § 1430.

An obligation imposed upon several persons, or a right created in favor of several persons, is presumed to be joint, and not several, except in the special cases mentioned in Division II of this Title on the interpretation of contracts. This presumption, in the case of a right, c…

A party to a joint, or joint and several obligation, who satisfies more than his share of the claim against all, may require a proportionate contribution from all the parties joined with him. SOURCE: CC § 1432. NOTE: No 1970 Civil Code '1433 existed. CROSS-REFERENCES: See 7 GCA C…

An obligation is conditional, when the rights or duties of any party thereto depend upon the occurrence of an uncertain event. SOURCE: CC § 1434.

Conditions may be precedent, concurrent, or subsequent. SOURCE: CC § 1435. COL120106

A condition precedent is one which is to be performed before some right dependent thereon accrues, or some act dependent thereon is per- formed. SOURCE: CC § 1436.

Conditions con-current are those which are mutually dependent, and are to be performed at the same time. SOURCE: CC § 1437.

A condition sub-sequent is one referring to a future event, upon the happening of which the obligation becomes no longer binding upon the other party, if he chooses to avail himself of the condition. SOURCE: CC § 1438.

Before any party to an obligation can require another party to perform any act under it, he must fulfill all conditions precedent thereto imposed upon himself, and must be able and offer to fulfill all conditions concurrent so imposed upon him on the like fulfillment by the other…

If a party to an obligation gives notice to another, before the latter is in default, that he will not perform the same upon his part and does not retract such notice before the time at which performance upon his part is due, such other party is entitled to enforce the obligation…

A condition in a contract, the fulfillment of which is impossible or unlawful, within the meaning of the Article on the Object of Contracts [in Division II of this Title], or which is repugnant to the nature of the interest COL120106 created by the contract, is void. SOURCE: CC §…

A condition involving a forfeiture must be strictly interpreted against the party for whose benefit it is created. SOURCE: CC § 1442. NOTE: No 1970 Civil Code '§ 1443-1447 existed. ---------- ARTICLE 5 ALTERNATIVE OBLIGATIONS

If an obligation requires the performance of one of two acts, in the alternative, the party required to perform has the right of selection, unless it is otherwise provided by the terms of the obligation. SOURCE: CC § 1448.

If a party having the right of selection between alternative acts does not give notice of his selection to the other party within the time, if any, fixed by the obligation for that purpose, or, if none is so fixed, before the time at which the obligation ought to be performed, th…

The party having the right of selection between alternative acts must select one of them in its entirety, and cannot select part of one and part of another without the consent of the other party. COL120106 SOURCE: CC § 1450.

If one of the alternative acts required by an obligation is such as the law will not enforce, or becomes unlawful, or impossible of performance, the obligation is to be interpreted as though the other stood alone. SOURCE: CC § 1451. NOTE: No 1970 Civil Code '§ 1452-1456 existed. …

The burden of an obligation may be transferred with the consent of the party entitled to its benefit, but not otherwise, except as provided in § 81110 of this Chapter. SOURCE: CC § 1457.

A right arising out of an obligation is the property of the person to whom it is due, and may be transferred as such. SOURCE: CC § 1458.

A nonnegotiable written contract for the payment of money or personal property may be transferred by endorsement, in like manner with negotiable instruments. Such endorsement shall transfer all the rights of the assignor under the instrument to the assignee, subject to all equiti…

Certain covenants, contained in grants of estates in real property, are appurtenant to such estates, and pass with them, so as to bind the assigns of COL120106 the covenantor and to vest in the assigns of the covenantee, in the same manner as if they had personally entered into t…

The only covenants which run with the land are those specified in this Chapter, and those which are incidental thereto. SOURCE: CC § 1461.

Every covenant contained in a grant of an estate in real property, which is made for the direct benefit of the property, or some part of it then in existence, runs with the land. SOURCE: CC § 1462.

The last section includes covenants "of warranty," "for quiet enjoy- ment," or for further assurance on the part of a grantor, and covenants for the payment of rent, or of taxes or assessments upon the land, on the part of the grantee. SOURCE: CC § 1463.

A covenant for the addition of some new thing to real property, or for the direct benefit of some part of the property not then in existence or annexed thereto, when contained in a grant of an estate in such property, and made by the covenantor expressly for his assigns or to the…

A covenant running with the land binds those only who acquire the whole estate of the covenantor in some part of the property. SOURCE: CC § 1465. COL120106

No one, merely by reason of having acquired an estate subject to a covenant running with the land, is liable for a breach of the covenant before he acquired the estate, or after he has parted with it, or ceased to enjoy its benefits. SOURCE: CC § 1466.

When several persons, holding by several titles, are subject to the burden or entitled to the benefit of a covenant running with the land, it must be apportioned among them according to the value of the property subject to it held by them respectively, if such value can be ascert…

A covenant made by the owner of land with the owner of other land, to do or refrain from doing some act on his own land, which doing or refraining is expressed to be for the benefit of the land of the covenantee, and which is made by the covenantor expressly for his assigns or to…

Full performance of an obligation by the party whose duty it is to perform it, or by any other person on his behalf and with his assent, if accepted by the creditor, extinguishes it. SOURCE: CC § 1473.

Performance of an obligation, by one of several persons who are jointly liable under it, extinguishes the liability of all. SOURCE: CC § 1474.

An obligation in favor of several persons is extinguished by performance rendered to any of them, except in the case of a deposit made by owners in common, or in joint ownership, which is regulated by Division 2, Part 3, beginning with Chapter 40 of this Title on Deposit. SOURCE:…

If a creditor, or any one of two or more joint creditors, at any time directs the debtor to perform his obligation in a particular manner, the obligation is extinguished by performance in that manner, even though the creditor does not receive the benefit of such performance. SOUR…

Partial performance of an indivisible obligation extinguishes a corresponding proportion thereof, if the benefit of such performance is voluntarily retained by the creditor, but not otherwise. If such partial performance is of such a nature that the creditor cannot avoid retainin…

Performance of an obligation for the delivery of money only is called payment. SOURCE: CC § 1478.

Where a debtor, under several obligations to another, does an act, by way of performance, in whole or in part, which is equally applicable to two or more of such obligations, such performance must be applied as follows: (1) If, at the time of performance, the intention or desire …

An obligation is extinguished by an offer of performance, made in conformity to the rules herein prescribed, with the intent to extinguish the obligation. SOURCE: CC § 1485.

An offer of partial performance is of no effect. SOURCE: CC § 1486.

An offer of performance must be made by the debtor, or by some person on his behalf and with his assent. SOURCE: CC § 1487.

An offer of performance must be made to the creditor, or to any one of two or more joint creditors, or to a person authorized by one or more of them to receive or collect what is due under the obligation, if such creditor or authorized person is present at the place where the off…

In the absence of ex-press provision to the contrary, an offer of perfor- mance may be made, at the option of the debtor: 1. At any place appointed by the creditor; or, COL120106 2. Wherever the person to whom the offer ought to be made can be found; or, 3. If such person cannot,…

Where an ob-ligation fixes a time for its performance, an offer of performance must be made at that time, within reasonable hours and not before nor afterwards. SOURCE: CC § 1490.

When an obligation does not fix the time for its performance, an offer of performance may be made at any time before the debtor, upon a reasonable demand, has refused to perform. SOURCE: CC § 1491.