Title 18 — Business Structure and Function

Undue influence consists: 1. In the use, by one in whom a confidence is reposed by another, or who holds a real or apparent authority over him, of such confidence or authority for the purpose of obtaining an unfair advantage over him; 2. In taking an unfair advantage of another's…

Mistake may be either of fact or law. SOURCE: CC § 1576.

Mistake of fact is a mistake, not caused by the neglect of a legal duty on the part of the person making the mistake, and consisting in --- 1. An unconscious ignorance or forgetfulness of a fact past or present, material to the contract; or, 2. Belief in the present existence of …

A mistake of law constitutes a mistake within the meaning of this Article only when it arises from --- 1. A misapprehension of the law by all parties, all supposing that they knew and understood it, and all making substantially the same mistake as to the law; or 2. A misapprehens…

Mistake of foreign laws is a mistake of fact. SOURCE: CC § 1579.

Consent is not mutual, unless the parties all agree upon the same thing in the same sense. But in certain cases defined by Chapter 87 of this Part, Interpretation of Contracts, they are to be deemed so to agree without regard to the fact. SOURCE: CC § 1580.

Consent can be communicated with effect, only by some act or omis- sion of the party contracting, by which he intends to communicate it, or which necessarily tends to such communication. SOURCE: CC § 1581.

If a proposal prescribes any conditions concerning the communication of its acceptance, the proposer is not bound unless they are conformed to; but in other cases any reasonable and usual mode may be adopted. SOURCE: CC § 1582.

Consent is deemed to be fully communicated between the parties as soon as the party accepting a proposal has put his acceptance in the course of transmission to the proposer, in conformity to the last section. COL120106 SOURCE: CC § 1583.

Performance of the conditions of a proposal, or the acceptance of the consideration offered with a proposal, is an acceptance of the proposal. SOURCE: CC § 1584.

An acceptance must be absolute and unqualified, or must include in itself an acceptance of that character which the proposer can separate from the rest, and which will include the person accepting. A qualified acceptance is a new proposal. SOURCE: CC § 1585.

A proposal can be revoked at any time before its acceptance is communicated to the proposer, but not afterwards. SOURCE: CC § 1586.

A proposal is revoked: 1. By the communication of notice of revocation by the proposer to the other party, in the manner prescribed by '§ 85317 and 85319 of this Chapter, before his acceptance has been communicated to the former; 2. By the lapse of the time prescribed in such pro…

A contract which is voidable solely for want of due consent, may be ratified by a subsequent consent. COL120106 SOURCE: CC § 1588.

A voluntary acceptance of the benefit of a transaction is equivalent to a consent to all the obligations arising from it, so far as the facts are known, or ought to be known, to the person accepting. SOURCE: CC § 1587. NOTE: No 1970 Civil Code '§ 1588-1594 existed. ---------- ART…

The object of a contract is the thing which is agreed, on the part of the party receiving the consideration, to do or not to do. SOURCE: CC § 1595.

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. SOURCE: CC § 1596.

Everything is deemed possible except that which is impossible in the nature of things. SOURCE: CC § 1597.

COL120106 Where a contract has but a single object, and such 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. SOURCE: CC § 1598.

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. SOURCE: CC § 1599. NOTE: No 1970 Civil Code '§ 1600-1604 existed. ---------- ARTICLE …

Any benefit conferred, or agreed to be conferred, upon the promisor, by any other person, to which the promisor is not lawfully entitled, or any prejudice suffered, or agreed to be suffered, by such person, other than such as he is at the time of consent lawfully bound to suffer,…

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

The consideration of a contract must be lawful within the meaning of '87101 of this Title. NOTE: In the 1970 Civil Code, the section referred to by this section was '1667. SOURCE: CC § 1607.

If any 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. SOURCE: CC § 1608.

A consideration may be executed or executory, in whole or in part. Insofar as it is executory it is subject to the provisions of Article 4 of this Chapter. SOURCE: CC § 1609.

When a consideration is executory, it is not indispensable that the contract should 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. SOURCE: CC § 1610. COURT CASES: In suit by seller to r…

When a contract does not determine the amount of the consideration, not the method by which it is to be ascertained, or when it leaves the amount thereof to the discretion of an interested party, the consideration must be so much money as the object of the contract is reasonably …

Where a contract provides an exclusive method by which its consid- eration is to be ascertained, which method is on its face impossible of execution, the entire contract is void. SOURCE: CC § 1612.

Where a contract provides an exclusive method by which its consider- ation is to be ascertained, which method appears possible on its face, but in fact is, or becomes, impossible of execution, such provision only is void. SOURCE: CC § 1613.

A written instrument is presumptive evidence of a consideration. SOURCE: CC § 1614.

The burden of showing a want of consideration sufficient to support an instrument lies with the party seeking to invalidate or avoid it. SOURCE: CC § 1615. CROSS-REFERENCES: For the rules of evidence, see Title 6, Guam Code Annotated. NOTE: No 1970 Civil Code '§ 1616-1618 existed…

A contract is either express or implied. SOURCE: CC § 1619.

An express contract is one, the terms of which are stated in words. SOURCE: CC § 1620.

An implied contract is one, the existence and terms of which are manifested by conduct. SOURCE: CC § 1621.

All contracts may be oral, except such as are specially required by statute to be in writing. SOURCE: CC § 1622.

Where a contract, which is required by law to be in writing, is prevented from being put in writing by the fraud of a party thereto, any COL120106 other party is by such fraud led to believe that it is in writing, and acts upon such belief to his prejudice, may enforce it against…

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…

COL120106 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. SOURCE: CC § 1625. COURT CASES: T.S.S. Sportswe…

A contract in writing takes effect upon its delivery to the party in whose favor it is made, or his agent. SOURCE: CC § 1626. CROSS-REFERENCES: For the rules governing contracts with the Government of Guam, see 5 GCA Chapter 22, Article 6.

The provisions of [[the Chapter on transfers in general, concerning the delivery of grants, absolute and conditional], apply to all written contracts. SOURCE: CC § 1627.

A corporate or official seal may be affixed to an instrument by a mere impression upon the paper or other material on which such instrument is written. SOURCE: CC § 1628. CROSS-REFERENCES: 1 GCA '710, same subject.

All distinctions between sealed and unsealed instruments are abolished. SOURCE: CC § 1629. ----------- COL120106 COL120106

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.