Title 18 — Business Structure and Function

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

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. SOURCE: CC § 1667.

All contract 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. SOURCE: CC § 166…

Every 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, except as expressly provided in the next section. SOURCE: CC § 1670. COL120106

The parties to a contract may agree therein on 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. SOURCE: CC § 1671. NOTE: No 197…

Every contract, by which anyone is restrained from exercising a lawful profession, trade, or business of any kind, otherwise than is provided in the next two sections, is to that extent void. SOURCE: CC § 1673.

One who sells the good will of a business may agree with the buyer to refrain from carrying on a similar business within a specified district, city, or a part thereof, so long as the buyer, or any person deriving title to the good will from him, carries on a like business therein…

Partners may, upon or in anticipation of a dissolution of a 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. SOURCE: CC § 1675.

Every contract in restraint of marriage and any person, other than a minor, is void. SOURCE: CC § 1676. NOTE: No 1970 Civil Code '§ 1677-1681 existed. ---------- COL120106 COL120106

A contract may be extinguished in like manner with any other obligation, and also in the manner prescribed in this Chapter. SOURCE: CC § 1682. NOTE: No 1970 Civil Code '§ 1683-1687 existed. ----------- ARTICLE 2 RESCISSION

A contract is extinguished by its rescission. SOURCE: CC § 1688.

A party to a contract may rescind the same in the following cases only: COL120106 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 …

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 such mistake is a matter essential to the inducement of the contract, and is not cap…

Rescission, when not effected by consent, can be accomplished only by the use, on the part of the party rescinding, of reasonable diligence to comply with the following rules: 1. He must rescind promptly, upon discovering the facts which entitle him to rescind, if he is free from…

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. SOURCE: CC § 1697.

A contract in writing may be altered by a contract, in writing, or by an executed oral agreement, and not otherwise. SOURCE: CC § 1698.

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. SOURCE: CC § 1699.

The intentional destruction, cancellation, or material alteration of a written contract, by a party entitled to any benefit under it, or with his COL120106 consent, extinguishes all the executory obligations of the contract in his favor, against parties who do not consent to the …

Where a contract is executed in duplicate, an alteration or destruction of one copy, while the other exists, is not within the provisions of the last section. SOURCE: CC § 1701. NOTE: No 1970 Civil Code '§ 1702-1707 existed. ---------- COL120106 COL120106

Every person is bound, without contract, to abstain from injuring the person or property of another, or infringing upon any of his rights. SOURCE: CC § 1708.

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. SOURCE: CC § 1709.

A deceit, within the meaning of this section, is either: (a) The suggestion, as a fact, of that which is not true, by one who does not believe it to be true; (b) The assertion, as a fact, of that which is not true, by one who has no reasonable ground for believing it to be true; …

One who practices a deceit with intent to defraud the public, or a particular class of person, is deemed to have intended to defraud every individual in that class, who is actually misled by the deceit. SOURCE: CC § 1711.

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 he has acquired a title thereto …

The restoration required by the last section 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. SOURCE: CC § 1713.

Every one 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 so far as the latter has willfully brought the injury upon himself. The ex…

Contributory negligence shall not bar recovery in an action by any person or his legal representative to recover damages for negligence resulting in death or in injury to person or property, if such negligence was not as great as the negligence of the person against whom recovery…

The bicycle equipped with a motor is an inherently dangerous device which may be operated by an unlicensed person. Any operator riding a bicycle equipped with a motor does so at his own risk. The assumption of risk by such operator shall extend to an action by such operator or hi…

Every putative owner or lawful owner of a firearm is strictly liable in tort for the death or injury to the person resulting from the use or possession of said firearm by a minor. SOURCE: CC § 1714.2 as added by P.L. 20-223 (1/4/91) as a part of a law regulating the use of firear…

If a married person is injured by the negligent or wrongful act or omis- sion of a person other than the spouse, the fact that the negligent or wrongful act or omission of the spouse of the injured person was a concurring cause of the injury is not a defense in any action brought…

Other obligations are prescribed by Titles 19, 20 and 21 of this Code. SOURCE: CC § 1715. COMMENT: The original reference was to "Divisions 1 and 2" of the Civil Code. These parts of the Code have been placed in the mentioned Titles of the Guam Code Annotated. Other parts of the …

(a) (1) Any act of willful misconduct of a minor that results in injury or death to another person or in any injury to the property of another shall be imputed to the parent or guardian having custody and control of the minor for all purposes of civil damages, and the parent or g…

Any person shall be entitled to recover damages in a civil action in an amount not to exceed One Hundred Thousand Dollars ($100,000) from the parents or guardians who are responsible for the death or injury to a person caused by said minor's use of said firearms in his possession…

This Chapter shall be cited as the ‘Uniform Electronic Transactions Act.’