Title 18 — Business Structure and Function

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.

Where delay in performance is capable of exact and entire compensa- tion, and time has not been expressly declared to be of the essence of the obligation, an offer of performance, accompanied with an offer of such compensation, may be made at any time after it is due, but without…

An offer of performance must be made in good faith, and in such manner as is most likely, under the circumstances, to benefit the creditor. SOURCE: CC § 1493.

COL120106 An offer of performance must be free from any conditions which the creditor is not bound, on his part, to perform. SOURCE: CC § 1494.

An offer of performance is of no effect if the person making it is not able and willing to perform according to the offer. SOURCE: CC § 1495.

The thing to be delivered, if any, need not in any case be actually pro- duced, upon an offer of performance, unless the offer is accepted. SOURCE: CC § 1496.

A thing, when offered by way of performance, must not be mixed with other things from which it cannot be separated immediately and without difficulty. SOURCE: CC § 1497.

When a debtor is entitled to the performance of a condition precedent to, or concurrent with, performance on his part, he may make his offer to depend upon the due performance of such condition. SOURCE: CC § 1498.

A debtor has a right to require from his creditor a written receipt for any property delivered in performance of his obligation. SOURCE: CC § 1499.

An obligation for the payment of money is extinguished by a due offer of payment, if the amount is immediately deposited in the name of the creditor, with any bank licensed to do business in Guam and notice thereof is given to the creditor. SOURCE: CC § 1500. COL120106

All objections to the mode of an offer of performance, which the creditor has an opportunity to state at the time to the person making the offer, and which could be then obviated by him are waived by the creditor, if not then stated. SOURCE: CC § 1501.

The title to a thing duly offered in performance of an obligation passes to the creditor, if the debtor at the time signifies his intention to that effect. SOURCE: CC § 1502.

The person offering a thing other than money, by way of performance, must, if he means to treat it as belonging to the creditor, retain it as a depositary for hire, until the creditor accepts it, or until he has given reasonable notice to the creditor that he will retain it no lo…

An offer of payment or other performance, duly made, though the title to the thing offered be not transferred to the creditor, stops the running of interest on the obligation, and has the same effect upon all its incidents as a performance thereof. SOURCE: CC § 1504.

If anything is given to a creditor by way of performance, which he refuses to accept as such, he is not bound to return it without demand, but if he retains it, he is a gratuitous depositary thereof. SOURCE: CC § 1505. CROSS-REFERENCES: Division 2, Part 3, beginning with Chapter …

The want of performance of an obligation, or an offer of performance, in whole or in part, or any delay therein, is excused by the following causes, to the extent to which they operate: 1. When such performance or offer is prevented or delayed by the act of the creditor, or by th…

If the performance of an obligation be prevented by the creditor, the debtor is entitled to all the benefits which he would have obtained if it had been performed by both parties. SOURCE: CC § 1512. NOTE: No 1970 Civil Code '1513 existed.

If performance of an obligation is prevented by any cause excusing performance, other than the act of the creditor, the debtor is entitled to a ratable proportion of the consideration to which he would have been entitled upon full performance, according to the benefit which the c…

A refusal by a creditor to accept performance, made before an offer thereof, is equivalent to an offer and refusal, unless, before performance is actually due, he gives notice to the debtor of his willingness to accept it. SOURCE: CC § 1515. NOTE: No 1970 Civil Code '§ 1516-1520 …

An accord is an agreement to accept, in extinction of an obligation, something different from or less than that to which the person agreeing to accept is entitled. SOURCE: CC § 1521.

Though the parties to an accord are bound to execute it, yet it does not extinguish the obligation until it is duly executed. SOURCE: CC § 1522.

Acceptance, by the creditor, of the consideration of an accord extinguishes the obligation, and is called satisfaction. SOURCE: CC § 1523.

COL120106 Part performance of an obligation, either before or after a breach thereof, when expressly accepted by the creditor in writing, in satisfaction, or rendered in pursuance of an agreement in writing for that purpose, though without any new consideration, extinguishes the …

Novation is the substitution of a new obligation for an existing one. SOURCE: CC § 1530.

Novation is made: 1. By the substitution of a new obligation between the same parties, with intent to extinguish the old obligation; 2. By the substitution of a new debtor in place of the old one, with intent to release the latter; or 3. By the substitution of a new creditor in p…

Novation is made by contract, and is subject to all the rules concerning contracts in general. SOURCE: CC § 1532. COL120106

When the obligation of a third person, or an order upon such person, is accepted in satisfaction, the creditor may rescind such acceptance if the debtor prevents such person from complying with the order, or from fulfilling the obligation, or if, at the time the obligation or ord…

An obligation is extinguished by a release therefrom given to the debtor by the creditor, upon a new consideration, or in writing, with or without new consideration. SOURCE: CC § 1541. CROSS-REFERENCES: For regulation of release in the case of joint tortfeasors, see 7 GCA '24605.

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. SOURCE: CC § 1542. COL120106

A release of one or two or more joint debtors does not extinguish the obligations of any of the others, unless they are mere guarantors; nor does it affect their right to contribution from him. SOURCE: CC § 1543. CROSS-REFERENCES: The law respecting Guarantors is found in Divisio…

Any agreement entered into on or after the effective date of this Section by any person within 15 days after he incurs a personal injury, which is related to his right to be compensated for such injury, including but not limited to agreements relating to waivers of procedural or …

A contract is an agreement to do or not to do a certain thing. SOURCE: CC § 1549.

It is essential to the existence of a contract that there should be: 1. Parties capable of contracting; 2. Their consent; 3. A lawful object; and 4. A sufficient cause or consideration. SOURCE: CC § 1550. COL120106 NOTE: No 1970 Civil Code §§ 1551-1555 existed. ---------- ARTICLE…

All persons are capable of contracting, except minors, persons of unsound mind, and persons deprived of civil rights. SOURCE: CC § 1556. CROSS-REFERENCES: For the law respecting minors and their contracts, see 19 GCA Chapter 1. For a more recent and specific law regarding disabil…

Minors and persons of unsound mind have only such capacity as is defined by Title 19 of the Guam Code Annotated. SOURCE: CC § 1557. NOTE: Original reference was to Division 1, Part 1 "of this Code" -- the Civil Code. Such part is now found in 19 GCA, Personal Relations, primarily…

It is essential to the validity of a contract, not only that the parties should exist, but that it should be possible to identify them. SOURCE: CC § 1558.

A contract, made expressly for the benefit of a third person, may be en- forced by him at any time before the parties thereto rescind it. COL120106 SOURCE: CC § 1559. COURT CASES: See T.S.S. Sportswear Ltd. v. Swank Shop, 380 F.2d 512 (1967). NOTE: No 1970 Civil Code §§ 1560-1564…

COL120106 The consent of the parties to a contract must be: 1. Free; 2. Mutual; and 3. Communicated by each to the other. SOURCE: CC § 1565.

A consent which is not free is nevertheless not absolutely void, but may be rescinded by the parties, in the manner prescribed in Chapter 89, Article 2 of this Title, Rescission of Contracts. SOURCE: CC § 1566.

An apparent consent is not real or free when obtained through: 1. Duress; 2. Menace; 3. Fraud; 4. Undue influence; or 5. Mistake. SOURCE: CC § 1567.

Consent is deemed to have been obtained through one of the causes mentioned in the last section only when it would not have been given had such cause not existed. SOURCE: CC § 1568.

Duress consists in: 1. Unlawful confinement of the person of the party, or of the husband or wife of such party, or of an ancestor, descendant, or adopted child of such party, husband or wife; 2. Unlawful detention of the property of any such person; or COL120106 3. Confinement o…

Menace consists in a threat: 1. Of such duress as is specified in subdivisions 1 and 3 of the last section; 2. Of unlawful and violent injury to the person or property of any such person as is specified in the last section; or 3. Of injury to the character of any such person. SOU…

Fraud is either actual or constructive. SOURCE: CC § 1571.

Actual fraud, within the meaning of this Article, consists of any of the following acts committed by a party to the contract, or with his connivance, with intent to deceive another party thereto, or to induce him to enter into the contract: 1. The suggestion, as a fact, of that w…

Constructive fraud consists: COL120106 1. In any breach of duty which, without an actually fraudulent intent, gains an advantage to the person in fault, or anyone claiming under him, by misleading another to his prejudice, or to the prejudice of anyone claiming under him. SOURCE:…

Actual fraud is always a question of fact. SOURCE: CC § 1574. CROSS-REFERENCES: See the Guam Rules of Civil Procedure for the pleadings required in order to establish fraud in a case.