Title 9 — Contracts and Obligations

Any provision of a contract is unlawful if it 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.

All contracts which have for their object, directly or indirectly, the exempting of anyone from responsibility for that person's 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.

Any provision in a construction contract which would make the contractor liable for the errors or omissions of the owner or the owner's agents in the plans and specifications of such contract is against public policy and void.

Penalties imposed by contract for any nonperformance thereof are void.

Every contract by which the amount of damages 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 that the parties may agree therein upon an amount presumed to be the damage sustained by …

Every stipulation or condition in a contract by which any party thereto is restricted from enforcing that party's rights under the contract by the usual legal proceedings in the ordinary tribunals or which limits the time within which that party thus may enforce that party's righ…

A contract by which anyone is restrained from exercising a lawful profession, trade, or business of any kind is to that extent void, except: 1. A person that sells the goodwill of a business and the person's partners, members, or shareholders may agree with the buyer to refrain f…

Every contract in restraint of the marriage of any person, other than a minor, is void.

Every settlement or adjustment of any claim for relief for damages on account of any personal injuries received, whether death ensues or not to the person injured, and every contract of retainer or employment to prosecute such an action, is voidable if made within thirty days aft…

Any person sustaining personal injuries, or in case of the person's death, the person's personal representative, may elect at any time within six months after the date of such injury to avoid any settlement, adjustment, or contract made in connection therewith within the time men…

A contract may be extinguished in like manner with any other obligation and also by rescission, alteration, or cancellation to the extent and in the manner provided by this title.

A party to a contract may rescind the same in the following cases only: 1. If the consent of the party rescinding or of any party jointly contracting with the party rescinding was given by mistake or obtained through duress, menace, fraud, or undue influence exercised by or with …

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 when such mistake is in a matter essential to the inducement of the contract and is not capa…

Rescission, when not effected by consent or pursuant to sections 9-08-08 and 9-08-09, can be accomplished only by the use, on the part of the party rescinding, of reasonable diligence to comply with the following rules: 1. The party rescinding shall rescind promptly upon discover…

A contract not in writing may be altered in any respect by consent of the parties in writing without a new consideration, or by oral consent of the parties with a new consideration, and is extinguished thereby to the extent of the alteration.

A contract in writing may be altered by a contract in writing or by an executed oral agreement and not otherwise. An oral agreement is executed within the meaning of this section whenever the party performing has incurred a detriment which that party was not obligated by the orig…

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 of the parties consenting to the act.

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

Every person is bound without contract to abstain from injuring the person or property of another or infringing upon any of that person's rights.

A deceit within the meaning of section 9-10-03 is: 1. The suggestion as a fact of that which is not true by one who does not believe it to be true; 2. The assertion as a fact of that which is not true by one who has no reasonable ground for believing it to be true; 3. The suppres…

One who willfully deceives another with intent to induce that person to alter that person's position to that person's injury or risk is liable for any damage which that person thereby suffers.

One who practices a deceit with intent to defraud the public or a particular class of persons is deemed to have intended to defraud every individual in that class who actually is misled by the deceit.

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 at the time could not refuse with prudence, shall restore it without demand to the person from whom it was obtained except in the following c…

A person is responsible not only for the result of the person's willful acts but also for an injury occasioned to another by the person's want of ordinary care or skill in the management of the person's property or self. The extent of the liability in such cases is defined by sec…

Repealed by S.L. 1987, ch. 404, § 13, as amended by S.L. 1993, ch. 324, § 1.

A right arising out of an obligation is the property of the person to whom it is due and may be transferred as such.

A non-negotiable written contract for the payment of money or personal property may be transferred by endorsement in like manner with negotiable instruments. Such endorsement transfers all the rights of the assignor under the instrument to the assignee subject to all equities and…

The burden of an obligation may be transferred with the consent of the party entitled to its benefit, but not otherwise, except as provided by section 47-04-29.

The want of performance of an obligation or of 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 is prevented by the creditor, the debtor is entitled to all the benefits which the debtor would have obtained if it had been performed by both parties.

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 the debtor would have been entitled upon full performance according to the benefit whic…

A refusal by a creditor to accept performance made before an offer thereof is equivalent to an offer and refusal unless before performance actually is due the creditor gives notice to the debtor of the creditor's willingness to accept it.

Repealed by S.L. 1981, ch. 91, § 66.

Repealed by S.L. 1973, ch. 79, § 1.

Upon acceptance by the creditor, full performance extinguishes an obligation if done by the party whose duty it is to perform it or by any other person on that party's behalf and with that party's assent.

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 the provisions of title 60.

Performance of an obligation by one of several persons who are liable jointly under it extinguishes the liability of all persons who are liable jointly thereon.

If a creditor, or any one of two or more joint creditors, at any time directs the debtor to perform the debtor's 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 performan…

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

Performance of an obligation for the delivery of money only is called payment.

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

An obligation is extinguished by an offer of performance made in conformity to the provisions set out in this chapter and with intent to extinguish the obligation. An offer of partial performance, however, is of no effect.

An offer of performance must be made by the debtor or by some person on the debtor's behalf and with the debtor's assent.

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 offe…

In the absence of an express provision to the contrary, an offer of performance may be made at the option of the debtor: 1. At any place appointed by the creditor; 2. Wherever the person to whom the offer ought to be made can be found; or 3. If such person cannot with reasonable …

When an obligation fixes a time for its performance, an offer of performance must be made at that time, within reasonable hours, and not before nor afterwards.

When an obligation does not fix a 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.

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.

An offer of performance must be free from any condition which the creditor is not bound on the creditor's part to perform.

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