Title 28, Title 28

(1) The following agreements are invalid unless the agreement or some note or memorandum of the agreement is in writing and subscribed by the party to be charged or the party's agent: (a) an agreement that by its terms is not to be performed within a year from the making of the a…

The execution of a contract in writing, whether the law requires it to be written or not, supersedes all the oral negotiations or stipulations concerning its matter which preceded or accompanied the execution of the instrument.

(1) Whenever the terms of an agreement have been reduced to writing by the parties, it is to be considered as containing all those terms. Therefore, there can be between the parties and their representatives or successors in interest no evidence of the terms of the agreement othe…

A contract in writing takes effect upon its delivery to the party in whose favor it is made or to the party's agent.

The provisions of Title 70, chapter 1, part 5, and 70-20-110 concerning the delivery of grants, absolute and conditional, apply to all written contracts.

All contracts, whether public or private, are to be interpreted by the same rules, except as otherwise provided by this code.

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 performance, according to the law and usage of the place where it is made.

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.

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.

Several contracts relating to the same matters, between the same parties, and made as parts of substantially one transaction are to be taken together.

Repugnancies 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.

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 part…

In cases of uncertainty not removed by parts 1 through 5 of this chapter, 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 that party.

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.

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.

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.

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.

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.

(1) If the terms of a promise are in any respect ambiguous or uncertain, the promise must be interpreted in the sense in which the promisor believed, at the time of making it, that the promisee understood it. (2) When the terms of an agreement have been intended in a different se…

Particular clauses of a contract are subordinate to its general intent.

The language of a contract is to govern its interpretation if the language is clear and explicit and does not involve an absurdity.

A contract may be explained by reference to the circumstances under which it was made and the matter to which it relates.

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.

Words in a contract which are wholly inconsistent with its nature or with the main intention of the parties are to be rejected.

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 (for example, if it consists in the payment of money only), it must be performed immediately upon the thing to…

Time is never considered as of the essence of a contract unless by its terms expressly so provided.

Whenever any act of a secular nature other than a work of necessity or mercy is appointed by contract to be performed upon a particular day which day falls upon a holiday, such act may be performed upon the next business day with the same effect as if it had been performed upon t…

Stipulations which are necessary to make a contract reasonable or conformable to usage are implied in respect to matters concerning which the contract manifests no contrary intention.

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, in which case all other things of the same class are considered to be excluded.

(1) 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. (2) A promise made in the singular number but executed by several persons is presumed to be joint and several.

(1) Except as provided in subsection (2), whenever, by virtue of the provisions of any contract or obligation in the nature of a contract made and entered into at any time after July 1, 1971, one party to the contract or obligation has an express right to recover attorney fees fr…

An agent is one who represents another, called the principal, in dealings with third persons. Such representation is called agency.

An agent for a particular act or transaction is called a special agent. All others are general agents.

(1) An agency is either actual or ostensible. An agency is actual when the agent is really employed by the principal. An agency is ostensible when the principal intentionally or by want of ordinary care causes a third person to believe another to be the principal's agent when tha…

Any person having capacity to contract, except a minor, may appoint an agent, and any person may be an agent.

(1) An agent may be authorized to do any acts that the principal might do, except those to which the principal is bound to give personal attention. (2) Every act that, according to this code, may be done by or to any person may be done by or to the agent of the person for that pu…

An agency may be created and an authority may be conferred by a precedent authorization or a subsequent ratification.

A consideration is not necessary to make an authority, whether precedent or subsequent, binding upon the principal.

An oral authorization is sufficient for any purpose, except that an authority to enter into a contract required by law to be in writing can only be given by an instrument in writing.

A ratification can be made only in the manner that would have been necessary to confer an original authority for the act ratified or, whenever an oral authorization would suffice, by knowingly accepting or retaining the benefit of the act.

Ratification of part of an indivisible transaction is a ratification of the whole.

No unauthorized act can be made valid retroactively to the prejudice of third persons without their consent.

A ratification is not valid unless, at the time of ratifying the act done, the principal has power to confer authority for such an act.

A ratification may be rescinded when made without such consent as is required in a contract or with an imperfect knowledge of the material facts of the transaction ratified, but not otherwise.

An agent may not exceed the limits of the agent's actual authority as defined by Title 30, chapter 11, parts 5 and 6, and this chapter.