# Annotated Republic of China Laws/Civil Code/Part II

| ←Part I | Civil Code Republic of China Law from Mainland Era to Taiwan Part II Obligations | Part III→ |

# History

* Promulgated on November 22, 1929
    Effective from May 5, 1930
* As amended on April 26, 2000
* As amended on May 26, 2010

# Contents

Unchanged articles are shown below. Later amended Articles 159, 160, 162, 164, 165, 174, 177, 178, 184, 186, 187, 191, 192, 195, 196, 213, 217, 227, 229, 244, 247, 248, 250, 281, 292, 293, 312, 313, 314, 315, 318, 327, 330, 331, 334, 358, 365, 374, 389, 397, 406, 408, 409, 410, 412, 416, 425, 426, 440, 449, 458, 459, 464, 469, 473, 474, 481, 490, 495, 502, 503, 507, 513, 514, 515, 516, 517, 518, 519, 520, 521, 523, 524, 525, 526, 527, 531, 534, 544, 546, 553, 554, 555, 563, 567, 572, 573, 580, 595, 602, 603, 606, 607, 608, 612, 615, 618, 620, 623, 625, 637, 641, 642, 650, 654, 656, 658, 661, 666, 667, 670, 671, 672, 673, 674, 679, 685, 686, 687, 697, 708, 722, 743, 746, and 749; added Articles 164-1, 165-1, 165-2, 165-3, 165-4, 166-1, 191-1, 191-2, 191-3, 216-1, 218-1, 227-1, 227-2, 245-1, 247-1, 422-1, 425-1, 426-1, 426-2, 457-1, 460-1, 461-1, 463-1, 465-1, 475-1, 483-1, 487-1, 501-1, 514-1, 514-2, 514-3, 514-4, 514-5, 514-6, 514-7, 514-8, 514-9, 514-10, 514-11, 514-12, 515-1, 601-1, 601-2, 603-1, 618-1, 629-1, 709-1, 709-2, 709-3, 709-4, 709-5, 709-6, 709-7, 709-8, 709-9, 720-1, 739-1, 742-1, 753-1, 756-1, 756-2, 756-3, 756-4, 756-5, 756-6, 756-7, 756-8, and 756-9; and deleted Articles 219, 228, 407, 465, 475, 522, 604, 605, and 636 are in separate pages.

## Chapter I General Provisions
### Section 1 - Sources of Obligations
#### Sub-section 1 Contracts
##### Article 153

* When the parties have reciprocally declared their concordant intent, either expressly or impliedly, a contract shall be constituted.
* If the parties agree on all the essential elements of the contract but have expressed no intent as to the non-essential elements, the contract shall be presumed to be constituted.　In the absence of an agreement on the above-mentioned non-essential elements, the court shall decide them according to the nature of the affair.

##### Article 154

* A person who offers to make a contract shall be bound by his offer except at the time of offer he has excluded this obligation or except it may be presumed from the circumstances or from the nature of the affair that he did not intend to be bound.
* Exposing goods for sale with their selling price shall be deemed to be an offer.　However, the sending of pricelists is not deemed to be an offer.

##### Article 155

* An offer ceases to be binding if it is refused.

##### Article 156

* An offer made inter presentes ceases to be binding if it is not accepted at once.

##### Article 157

* An offer made inter absentes ceases to be binding if it is not accepted by the other party within the time during which notice of acceptance may be expected to arrive under ordinary circumstances.

##### Article 158

* If a period of time for the acceptance of the offer has been fixed, the offer ceases to be binding if it is not accepted within such period.

##### Article 163

* The provisions of the preceding article shall apply mutatis mutandis to the withdrawal of acceptance.

##### Article 165-2 (later added)

* The evaluation according to the provision of the preceding paragraph shall be binding on the promisor and the promisee.-->

##### Article 166

* If it is agreed between the parties that a contract shall be made in a certain definite form, the contract is presumed to be not constituted before the completion of such form.

##### Article 166-1 (later added)
#### Sub-section 2 Conferring Of Authority Of Agency
##### Article 167

* If authority of agency is conferred by a juridical act, it shall be made by an expression of intent to the agent or to the third party with whom the delegated act is transacted.

##### Article 168

* If there are several agents, the delegated act shall be transacted by them jointly, unless otherwise provided by the act or the principal's expression of intent.

##### Article 169

* A person, who by his own acts represents he has conferred the authority of agency to another person, or who knows that another person declares himself to be his agent and failed to express a contrary intent, shall be liable to the third party as a person who has conferred that authority, except the third party knew, or might know of the absence of authority.

##### Article 170

* A juridical act made in the name of an agent by a person of no authority of agency shall not be effective to the principal except it is acknowledged by the principal.
* In the case specified in the preceding paragraph, the other party to the juridical act may fix a reasonable period and request the principal to declare definitely whether he acknowledges it or not.　If the principal does not give a definite answer within the specified period, the acknowledgement shall be deemed to have been refused.

##### Article 171

* [The expression of intend in]A juridical act made by a person of no authority of agency may be withdrawn by the other party to the act before the acknowledgement of the principal, except where such other party knew of the absence of authority at the time of the act.

#### Sub-section 3 Management Of Affairs Without Mandate
##### Article 172

* A person, who manages an affair of another person without a mandate or obligation, shall manage the affair in conformity with the principal's expressed or presumptive wishes and in the manner beneficial to the principal.

##### Article 173

* The manager shall notify the principal without delay at the beginning of the management in so far as the notice is possible.　If there is no urgency, he shall wait for the instructions of the principal.
* The provisions of Articles 540 to Article 542 concerning Mandate shall apply mutatis mutandis to Management of Affairs without Mandate.

##### Article 175

* If the undertaking of the management of the affair is in order to avert an imminent danger which threatens the life, body or property of the principal, the manager is not responsible for any injury derived from his management, except in case of bad faith or gross negligence.

##### Article 176

* If the management of the affair is beneficial to the principal and is not against his expressed or presumptive wishes, and where the manager has, for the principal, made necessary or beneficial expenses, or assumed debt, or suffered injury, he is entitled to claim against the principal for the reimbursement of such expenses plus interest commencing from the date of outlay, or the payment of such debt, or compensation for the injury sustained.
* In the cases provided by the second paragraph of Article 174, the manager may still have the claim in the preceding paragraph, even if the undertaking of the management of the affair is against the principal's wishes.

##### Article 178 (later amended)
#### Sub-section 4 Unjust Enrichment
##### Article 179

* A person who acquires interests without any legal ground and prejudice to the other shall be bound to return it.　The same rule shall be applied if a legal ground existed originally but disappeared subsequently.

##### Article 180

* In any of the following cases, the prestation shall not be claimed to return:
* If the prestation was for the performance of a moral obligation;
* If the prestation made by the debtor for the performance of an undue obligation;
* If the person who has made a prestation for the purpose of performing an obligation knew, at the time of performance, that he was not bound to perform;
* If the prestation was made for an unlawful cause. Except when the unlawful cause exists only with regard to the recipient.

##### Article 181

* In addition to the interests received, a recipient unjustly enriched shall return whatever he acquired by virtue of such interests.　If restitution is impossible by reason of the very nature of the interests or by reason of any other circumstance, he shall be bound to reimburse the value.

##### Article 182

* The recipient, who did not know of the absence of the legal ground and the interests have no longer existed, is released from the obligation to return the interests or reimburse the value.
* If the recipient knew of the absence of the legal ground at the time of the receipt, or if he was subsequently aware of it, he shall be bound to return the interests acquired at the time of the receipt or such interests still existing at the time when he was aware of the absence of the legal ground plus the interest and to make compensation for the injury, if any.

##### Article 183

* When the recipient unjustly enriched transferred gratuitously whatever he has received to a third party, and therefore the recipient is released from his obligation to return the interests, such third party shall be bound to make restitution to the extent which the recipient is released from his obligation.

#### Sub-section 5 Torts
##### Article 185

* If several persons have wrongfully damaged the rights of another jointly, they are jointly liable for the injury arising therefrom.　The same rule shall be applied even if which one has actually caused the injury cannot be sure.
* Instigators and accomplices are deemed to be joint tortfeasors.

##### Article 188

* The employer shall be jointly liable to make compensation for any injury which the employee has wrongfully caused to the rights of another in the performance of his duties.　However, the employer is not liable for the injury if he has exercised reasonable care in the selection of the employee, and in the supervision of the performance of his duties, or if the injury would have been occasioned notwithstanding the exercise of such reasonable care.
* If compensation cannot be obtained according to the provision of the preceding paragraph, the court may, on the application of the injured person, take the financial conditions of the employer and the injured person into consideration, and order the employer to compensate for a part or the whole of the injury.
* The employer who has made compensation as specified in the preceding paragraph may claim for reimbursement against the employee committed the wrongful act.

##### Article 189

* The proprietor is not liable for the injury wrongfully caused by an undertaker to the rights of another in the course of his work, unless the proprietor was negligent in regard to the work ordered or his instructions.

##### Article 190

* If injury is caused by an animal, the possessor is bound to compensate the injured person for any injury arising therefrom, unless reasonable care in keeping according to the species and nature of the animal has been exercised, or unless the injury would have been occasioned notwithstanding the exercise of such reasonable care.
* The possessor may claim for reimbursement against the third party, who has excited or provoked the animal, or against the possessor of another animal which has caused the excitement or provocation.

##### Article 193

* If a person has wrongfully damaged to the body or health of another, and caused the injured person to lose or decrease his laboring capacity, or to increase the need in living, the tortfeasors shall be bound to make compensation to the injured person for any injury arising therefrom.
* The court may, on the application of the parties, order the compensation of the preceding paragraph to be made in periodical payments of money, but the court shall compel the tortfeasor to furnish security.

##### Article 194

* In case of death caused by a wrongful act, the father, mother, sons, daughters and spouse of the deceased may claim for a reasonable compensation in money even if such injury is not a purely pecuniary loss.

##### Article 197

* The claim for the injury arising from a wrongful act shall be extinguished by prescription, if not exercised within two years from the date when the injury and the person bound to make compensation became known to the injured person.　The same rule shall be applied if ten years have elapsed from the date when the wrongful act was committed.
* A person bound to make compensation shall, even after the completion of prescription under the preceding paragraph, return to the injured person in accordance with the provisions concerning Unjust Enrichment whatever he has acquired through a wrongful act and therefore prejudiced to the injured person.

##### Article 198

* If a person acquires a claim against the injured person by a wrongful act, the latter may still refuse to perform even if the claim for avoidance has been extinguished by prescription.

### Section 2 - Object Of Obligations
#### Article 199

* By virtue of an obligation, the creditor is entitled to claim a prestation from the debtor.
* A prestation may consist in something which cannot be valued in money.
* A prestation may consist in forbearance.

#### Article 200

* When the object of the prestation is determined only in kind, if its quality cannot be determined by the nature of the juridical act or the intent of the parties, the debtor must deliver a thing of medium quality.
* In the case of the preceding paragraph, if the debtor has done whatever is necessary for the delivery of such a thing, or if, with the consent of the creditor, he has designated a thing to be delivered, such thing is designated as the object of the prestation.

#### Article 201

* When the object of the obligation is a prestation of a particular kind of currency in vogue and when at the time of prestation this currency is no longer in vogue, the debtor shall make prestation in another currency in vogue.

#### Article 202

* When the object of the prestation is expressed in a foreign currency in vogue, the debtor may make prestation in currency of the Republic of China at the market rate of the place and time of prestation, except it has been agreed upon by the parties that prestation shall be made in the foreign currency in vogue.

#### Article 203

* In the case of a debt bearing interest, if no rate has been fixed by the contract or by the act, the rate shall be five percent (5%) per annum.

#### Article 204

* If the agreed rate of interest is over twelve percent (12%) per annum, the debtor may at any time after one year has elapsed discharge the capital, but he shall notify the creditor one month before.
* The right of discharge specified in the preceding paragraph shall not be excluded or limited by the contract.

#### Article 205

* If the agreed rate of interest exceeds twenty percent (20%) per annum, the creditor shall not be entitled to claim any interest over twenty percent (20%).

#### Article 206

* The creditor shall not cunningly obtain interests by discounting or by any other way, except the interest specified in the preceding article.

#### Article 207

* Interest shall not be added to capital and again bear interest; unless otherwise agreed by the parties in writing that the creditor may add interest to the capital after interest has been in arrears for more than one year and has not been paid notwithstanding the demand of the creditor.
* The provision of the preceding paragraph does not apply in case there is a different trade custom.

#### Article 208

* When the prestation is to be selected from among several prestations, the right of choice belongs to the debtor, unless otherwise provided by the act or by the contract.

#### Article 209

* Either the creditor or the debtor who has the right of choice shall exercise it by an expression of intent to the other party.
* If a third party has the right of choice, he shall exercise it by an expression of intent to both the creditor and the debtor.

#### Article 210

* If there is a fixed period for exercising the right of choice and it is not exercised within such period, the right of choice will be transferred to the other party.
* If there is no fixed period for exercising the right of choice, the party who has no such right may, when the obligation becomes due, fix a reasonable time and notify the other party to exercise his right of choice within such time.　If the other party does not exercise his right of choice within the fixed period, the right of choice will be transferred to the party who notified.
* If the choice is to be made by a third party and such person is unable or unwilling to exercise it, the right of choice will be transferred to the debtor.

#### Article 211

* If one of the several prestations is impossible from the beginning or becomes impossible subsequently, the obligation exists only in the prestations which remain possible, except the party who has no right of choice shall be responsible for the impossibility.

#### Article 212

* The effect of the choice is retroactive back to the time when the obligation occurred.

#### Article 214

* If the person who is bound for the restoration of the status quo ante does not perform his obligation within a reasonable period fixed by the creditor, the latter may claim compensation in money for the injury sustained.

#### Article 215

* If it is impossible or obviously and greatly difficult for the restoration of the status quo ante, the injury sustained shall be compensated in money.

#### Article 216

* Unless otherwise provided by the act or by the contract, the compensation shall be limited to the injury actually suffered and the interests which have been lost.
* Interests which could have been normally expected are deemed to be the interests which have been lost, according to the ordinary course of things, the decided projects, equipment, or other particular circumstances.

#### Article 218

* When the injury was not caused intentionally or grossly negligently, and if the compensation would gravely affect the livelihood of the person responsible for it, the court may reduce the amount of the compensation.

#### Article 218-1 (later added)
### Section 3 - Effects Of Obligations
#### Sub-section 1 Performance
##### Article 220

* The debtor shall be responsible for his acts, whether intentional or negligent.
* The extent of responsibility for one's negligence varies with the particular nature of the affair; but such responsibility shall be lessened, if the affair is not intended to procure interests to the debtor.

##### Article 221

* Where the debtor is a person of no or limited in capacity to make juridical acts, his responsibility shall be determined according to the provisions of Article 187.

##### Article 222

* Responsibility for intentional or gross negligent acts shall not be released in advance.

##### Article 223

* A person who is answerable for such care as he is accustomed to in the management of his own affairs, shall still be responsible for his gross negligent acts.

##### Article 224

* A debtor shall be responsible for the intentional or negligent acts of his agent and of the person performing the obligation for him to the same extent as he is responsible for his own intentional or negligent acts.　Unless otherwise agreed upon by the parties.

##### Article 225

* The debtor will be released from his obligation to perform if the performance becomes impossible by reason of a circumstance to which he is not imputed.
* If the debtor is entitled to claim compensation for the injury against a third party in consequence of the impossibility of the performance under the preceding paragraph, the creditor may claim against the debtor for the transfer of the claim for the injury, or for the delivery of the compensation he has received.

##### Article 226

* If the performance becomes impossible by reason of a circumstance to which the debtor is imputed, the creditor may claim compensation for any injury arising therefrom.
* In the case specified in the preceding paragraph, if one part of the performance becomes impossible and the remaining part, if performed, will be of no interests to the creditor, the creditor may refuse the performance of the remaining part and claim compensation for the injury arising from complete non-performance.

##### Article 228 (later deleted)
#### Sub-section 2 Defaults
##### Article 230

* The debtor is not being responsible for the default if the prestation has not been made by reason of circumstances to which he is not imputed.

##### Article 231

* When the debtor is in default, the creditor is entitled to claim compensation for any injury arising therefrom.
* So long as the default continues, the debtor under the preceding paragraph shall also be responsible for any injury arising from circumstances of force majeure, unless he can prove that the injury would have been sustained, even if he had performed in due time.

##### Article 232

* If the performance after the default is of no interests to the creditor, he may refuse the performance and claim compensation for the injury arising from the non-performance.

##### Article 233

* When the object of an obligation which is in default is the payment of money, the creditor may claim interest for the default, which is to be calculated at the statutory rate.　But if the agreed rate of interest is higher, this higher rate shall apply.
* There is no need to pay interest for the interest of default.
* In cases specified in the preceding two paragraphs, if the creditor can prove other injuries sustained, he may claim compensation for the same.

##### Article 234

* If the creditor refuses or fails to accept the performance tendered to him, he is responsible for the default from the moment when the performance has been tendered.

##### Article 235

* If the debtor does not actually tender the performance according to the tenor of the obligation, there will be no effect on this tendering.　But if the creditor has previously declared that he will not accept the performance, or if an act of the creditor is necessary for the performance, the debtor may substitute the notice to the creditor announcing that he (the debtor) is ready to perform for the tendering.

##### Article 236

* If there is no definite deadline for the performance, or if the debtor is entitled to perform before the deadline, the creditor is not responsible for the default when he is temporarily prevented from accepting the tendered performance, unless the performance was tendered by reason of the creditor’s notice, or unless the debtor has notified the creditor a reasonable time beforehand.

##### Article 237

* During the default of the creditor, the debtor is responsible only for his intentional or gross negligent acts.

##### Article 238

* The debtor is not responsible for interest during the default of the creditor.

##### Article 239

* If the debtor has to return the profits produced by an object or to make reimbursement for them, he is only responsible for the profits which he has actually acquired during the default of the creditor.

##### Article 240

* In case of the default of the creditor, the debtor may claim compensation for the necessary expenses incurred from the tendering as well as from the safekeeping of the object of the prestation.

##### Article 241

* When the debtor is under an obligation to deliver a real property, he may, after the creditor is in default, abandon its possession.
* In the case of abandonment under the preceding paragraph, the debtor shall be bound to notify the creditor in advance, unless such notice is impossible.

#### Sub-section 3 Preservation
##### Article 242

* The creditor may, in order to preserve his prestation, exercise in his the name of himself any right of the debtor which the debtor neglects to exercise, except rights which are exclusively belonged to the debtor.

##### Article 243

* So long as the debtor is not in default, the creditor shall not exercise the right specified in the preceding article, except those rights which are exclusively for the preservation of the rights of the said debtor.

##### Article 245

* The claim for revocation in the provisions of the preceding article shall be extinguished by prescription if not exercised within one year from the moment when the creditor knew of the ground for revocation, or shall be extinguished after ten years from the date of doing the act.

#### Sub-section 4 Contracts
##### Article 246

* If the prestation of a contract is impossible, it is void.　However, if the impossibility can be removed and if the parties, at the time when the contract was constituted, intended to have it performed after the removal of the impossibility, the contract is still valid.
* If the contract is subject to a suspenseful condition or to a time of commencement, and if the impossibility has been removed prior to the fulfillment of the condition or the arrival of the time, the contract is valid.

##### Article 249

* Unless otherwise agreed upon by the parties, the following rules apply to the earnest money:
* When the contract has been performed, the earnest money shall be returned or treated as one part of the payment.
* If the contract cannot be performed owing to a circumstance to which the party who gave the earnest money is imputed, such party shall not claim for the return of the earnest money.
* If the contract cannot be performed owing to a circumstance to which the party who received the earnest money is imputed, such party shall return double amounts of earnest money.
* If the contract cannot be performed owing to a circumstance to which neither of the parties is imputed, the earnest money shall be returned.

##### Article 251

* If the obligation has been partially performed, the court may reduce the penalty proportionately as the interests received by the creditor due to the partial performance.

##### Article 252

* If the agreed penalty is disproportionately high, the court may reduce it to a reasonable amount.

##### Article 253

* The provisions of the preceding three articles shall apply mutatis mutandis to the agreed non-pecuniary payment for the breach of a contract.

##### Article 254

* When a party to a contract is in default, the other party may fix a reasonable period and notify him to perform within that period. If the party in default does not perform within that period, the other party may rescind the contract.

##### Article 255

* If according to the nature of the contract or the expression of intent of the parties, the purpose of the contract can not be accomplished if not performed within the fixed period, and if one of the parties does not perform the contract within that period, the other party may rescind the contract without giving the notice specified in the preceding article.

##### Article 256

* In cases provided by Article 226, the creditor may rescind the contract.

##### Article 257

* If there is no deadline for the exercise of the right of rescission, the other party may fix a reasonable one and notify the party having the right of rescission to make a definite reply within such deadline whether he will rescind the contract or not.　If the notice of rescission is not received before such deadline, the right of rescission is extinguished.

##### Article 258

* The right of rescission shall be exercised with the expression of intent to the other party.
* If there are several persons on either side of the contract, the expression of intent specified in the preceding paragraph shall be made by all of them or to all of them.
* The expression of intent to rescind a contract shall not be revoked.

##### Article 259

* Unless otherwise provided by the act or by the contract, each party shall, in case of rescission, restore the other party to his status quo ante according to the following rules:
* Each party shall return the prestation received to the other party.
* If the prestation received consisted of money, interest calculated from the time of receipt shall be added.
* If the prestation received consisted of service or of the use of a thing, the value of such service or use at the time of receipt shall be reimbursed in money.
* If a thing to be returned has produced profits, such profits shall be returned.
* If necessary or beneficial expenses of the thing to be returned have been paid, such expenses may be claimed for to the extent to which the other party is benefited at the time of return.
* If a thing to be returned has been damaged or destroyed or cannot be retuned owing to any other cause, its value shall be reimbursed.

##### Article 260

* The exercise of the right of rescission does not prejudice to the claim for compensation.

##### Article 261

* The provisions of Articles 264 to 267 shall mutatis mutandis apply to the mutual obligations of the parties resulting from the rescission of the contract.

##### Article 262

* When the person entitled to the right of rescission is imputed to the damage or destruction of the thing received or any other circumstance which causes the return impossible, his right of rescission is extinguished.　The same rule shall be applied when the kind of the thing received has been altered by process or remodeling.

##### Article 263

* The provisions of Articles 258 and 260 shall be mutatis mutandis applied when the parties terminate the contract in accordance with the provisions of the act.

##### Article 264

* A party to a mutual contract may refuse to perform his part until the counter-prestation has been performed by the other party, except he is bound to perform first.
* When one party has partially performed his part, the other party shall not refuse his counter-prestation if circumstances are such that a refusal to perform would be against the manners of good faith.

##### Article 265

* A person who is bound to perform his part first may, if after the constitution of the contract the property of the other party have obviously decreased whereby the counter-prestation might become difficult to be performed, refuse to perform his part, until the other party has performed his part or furnished security for such performance.

##### Article 266

* If none of the parties is imputed to the impossibility of one party’s performance, the other party shall be released from his obligation to perform the counter-prestation.　If the impossibility is only partial, the counter-prestation shall be reduced proportionately.
* In the case provided in the preceding paragraph, if the counter-prestation has been wholly or partially performed, it may be claimed for the reimbursement in accordance with the provisions concerning Unjust Enrichment.

##### Article 267

* If one of the parties is imputed to the impossibility of the other party’s performance, the later may claim for the counter-prestation, but the interests saved or ought to be saved arising from the release of the performance shall be deducted from the counter-prestation claimed.

##### Article 268

* One of the parties to a contract who has undertaken that an obligation shall be performed by a third party shall be responsible for the injury if the third party does not perform the obligation.

##### Article 269

* When it is provided in a contract that an obligation shall be performed to a third party, the offeror may demand the debtor to perform the obligation to the third party, and such third party also has the right to demand performance direct from the debtor.
* So long as the third party has not expressed his intent to take advantage of the contract specified in the preceding paragraph, the parties may modify the contract or revoke it.
* If the third party expresses to either of the parties his intent not to take advantage of the contract, he is deemed to never have any right under the contract.

##### Article 270

* The debtor specified in the preceding article may take all the valid defenses arising out of the contract against the beneficial third party.

### Section 4 - Plurality Of Creditors And Debtors
#### Article 271

* When several persons undertake the same obligation, and if the prestation is divisible, each of them shall be responsible for or be entitled to the prestation equally, unless otherwise provided by the act or by the contract.　The same rule shall be applied when a prestation is converted from an indivisible one to a divisible one.

#### Article 272

* When there are several persons undertaking the same obligation and expressing that each of them is bound to the creditor for the whole of the prestation, this obligation is a joint-obligation.
* If there is no such expression specified in the preceding paragraph, a joint-obligation is constituted only in the cases provided by the act.

#### Article 273

* The creditor of a joint-obligation is entitled to demand one or several or all of the debtors simultaneously or successively to tender total or partial performance.
* Before the complete performance of the obligation, all of the debtors are jointly bound to tender the performance.

#### Article 274

* If any one of the joint-debtors has extinguished the obligation by performance, prestation in lieu of performance, lodgment, offset or merger, the other debtors are also released from the obligation.

#### Article 275

* If there is a non-appealable judgment rendered in favor of one of the joint-debtors and if it is not based on such debtor’s personal affairs, this judgment operates in favor of all the other debtors.

#### Article 276

* When the creditor grants a release to one of the joint-debtors without the intent to extinguish the whole obligation, except the amount of the share which is incumbent on such debtor, the other debtors are still not released from the obligation.
* When the extinctive prescription has been completed as regards one of the joint-debtors, the provisions of the preceding paragraph shall be mutatis mutandis applied.

#### Article 277

* If there is one of the joint-debtors acquiring a claim against the creditor, to the extent of the amount of the share which is incumbent on such debtor, the other debtors may claim to offset.

#### Article 278

* When there is default of the creditor towards one of the joint-debtors, the effect of the default also operates in favor of all the other debtors.

#### Article 279

* Unless otherwise provided by the provisions of the preceding five articles or the contract, any consequence of the affairs on one of the joint-debtors, whether it is beneficial or not, does not operate on the other debtors.

#### Article 280

* Unless otherwise provided by the act or the contract, all of the joint-debtors shall be burdened for the obligation equally.　Except, the damages and the costs resulting from facts for which one of the joint-debtors shall be personally responsible shall be borne by such debtor.

#### Article 282

* If one of the joint-debtors cannot reimburse his share in the prestation, the deficiency shall be borne pro rata by the other debtors, including the debtor entitled to claim the reimbursement, but if the impossibility to reimburse is due to the negligence of the debtor entitled to claim, he shall not claim the other debtors to bear their shares.
* In the case of the preceding paragraph, if one of those other debtors has been released from his own share in the obligation, he shall still be, however, in accordance with the provisions of the preceding paragraph, responsible for his share in the deficiency.

#### Article 283

* When several persons entitled by the act or by the juridical act to a claim of the same obligation that each of them may demand the whole of the prestation from the debtor, this claim is a joint-claim.

#### Article 284

* The debtor to a joint-claim may at his option perform wholly in favor of any of the joint-creditors.

#### Article 285

* If one of the joint-creditors has made the demand, it operates in favor of all the other creditors.

#### Article 286

* If the obligation is extinguished on account of any one of the creditors having been satisfied by performance, prestation in lieu of performance, lodgment, offset or merger, the rights of the other creditors are also extinguished.

#### Article 287

* If there is a non-appealable judgment rendered in favor of one of the joint-creditors, it also operates in favor of all the other creditors.
* If there is a non-appealable judgment rendered against one of the joint-creditors and if it is not based on such creditors’ personal affairs, it also operates against all the other creditors.

#### Article 288

* If one of the joint-creditors has granted a release to the debtor, except to the extent of the share to which the creditor granting the release is entitled, the rights of the other creditors are not extinguished.
* When the extinctive prescription has been completed against one of the joint-creditors, the provisions of the preceding paragraph shall be mutatis mutandis applied.

#### Article 289

* If there is one of the joint-creditors in default, the other creditors are also responsible for it.

#### Article 290

* Unless otherwise provided by the preceding five articles or the contract, any consequence of the affairs on one of the joint-creditors, whether it is beneficial or not, does not operate on the other creditors.

#### Article 291

* Unless otherwise provided by the act or the contract, all of the joint-creditors shall be benefited by the claim equally.

#### Article 293 (later amended)
### Section 5 - Transfer Of Obligations
#### Article 294

* A creditor may transfer a claim of an obligation to a third party, unless;
* The nature of the claim does not permit the transfer; or
* The parties have agreed that the claim shall not be transferred; or
* The claim is not subject to judicial attachment.
* The agreement mentioned in the second section of the preceding paragraph shall not be a valid defense against any bona fide third party.

#### Article 295

* When there is a claim being transferred, all the securities of the claim and other accessory rights are transferred together, except those rights which cannot be separated from the transferor.
* Interests in arrears are presumed to be transferred, together with the capital.

#### Article 296

* The transferor is bound to deliver to the transferee all documents which serve as evidence of the claim, and to give him all information necessary for the assertion of such claim.

#### Article 297

* The transfer of a claim will not be effective as against the debtor until the debtor has been notified of it by the transferor or by the transferee, unless otherwise provided by the act.
* The effect of tendering by the transferee to the debtor the deed of transfer executed by the transferor is equivalent to the effect of notice.

#### Article 298

* When the transferor has notified the debtor that he has transferred the claim, the debtor may take all the defenses which he has against the transferee as the valid defenses against the transferor, even though the transfer is not executed or is invalid.
* The notice under the preceding paragraph shall not be revoked without the consent of the transferee.

#### Article 299

* At the time of the debtor being notified, all of the valid defenses he has against the transferor may be taken against the transferee.
* At the time of the debtor being notified, if the debtor had the claim against the transferor, and if such claim matures before or at the same of the claim transferred does, he may claim for offset against the transferee.

#### Article 300

* When a third party agrees with the creditor to assume the obligation of the debtor, the obligation is deemed to be transferred to the third party at the time of the constitution of the contract.

#### Article 301

* When a third party agrees with the debtor to assume the obligation of the debtor, it is not effective as against the creditor until the creditor has acknowledged.

#### Article 302

* The debtor or the person assuming the debt under the preceding article may fix a reasonable deadline and notify the creditor to reply definitely before such deadline whether he acknowledges the transfer or not.　If the creditor does not give a definite reply before such period, he is deemed to have refused to acknowledge the said transfer.
* If the creditor refuses to acknowledge the transfer, the debtor or the person assuming the debt may revoke the contract concerning the assumption of the debt.

#### Article 303

* The person assuming the debt may take the debtor’s valid defenses against the creditor on account of their legal relationship as his valid defenses against the creditor, unless he shall not offset a claim belonging to the debtor.
* The person assuming the debt shall not take his valid defenses against the debtor on account of the legal relationship arising from the assumption of the debt against the creditor.

#### Article 304

* The assumption of a debt does not affect the existence of the accessory rights of the claim, unless the accessory rights shall not be separated from the debtor.
* The securities given by a third party for the performance of the obligation are extinguished on account of the assumption of the debt, unless such third party has acknowledged the assumption.

#### Article 305

* In case of generally assuming all the assets and liabilities from the property or enterprise of a person, the assumption of the debts becomes effective from the moment the transfer has been published or has been notified to the creditor.
* In the case specified in the preceding paragraph, the original debtor remains jointly liable with the person assuming the debt for a period of two years from the date of notice or publication of the transfer for the obligations due, or from the date of maturity for the obligations which are not yet due.

#### Article 306

* When one enterprise is amalgamated with other enterprises and they are assumed each other’s assets and liabilities, it is deemed as the general assumption in the preceding article.　The new enterprise after the amalgamation shall be responsible for the obligation of each enterprise before the amalgamation.

### Section 6 - Extinction Of Obligations
#### Sub-section 1 General Provision
##### Article 307

* When the obligations are extinguished, the securities furnished for its performance, and other accessory rights are extinguished simultaneously.

##### Article 308

* Once an obligation has been wholly extinguished, the debtor may require the creditor to return or cancel the deed in which the obligation is embodied.　If the obligation has been only partially extinguished, or if the deed entitles the creditor to exercise other rights, the debtor may demand that particulars of the extinction to be endorsed into the deed.
* If the creditor alleges that he cannot return or endorse the deed, the debtor may require from the creditor a publicly certified acknowledgment showing that the obligation has been extinguished.

#### Sub-section 2 Performance
##### Article 309

* When performance has been made to the creditor or to his qualified representative in conformity with the tenor of the obligation, and has been accepted, the obligation is extinguished.
* The bearer of a receipt signed by the creditor is deemed to be the qualified representative of the creditor, except the debtor knew or was negligent of not knowing that the bearer was not qualified to receive the performance.

##### Article 310

* If the performance is tendered to a third party and has been accepted by him, the following rules shall apply:
* Performance effects if the creditor has acknowledged it or if the third party subsequently has acquired the claim of the obligation;
* Performance effects, if the performance had been accepted by the quasi possessor of the claim, and the creditor did not know that he is not a creditor;
* In cases other than those specified in the preceding two sections, the performance effects only to the extent which the creditor has been benefited thereby.

##### Article 311

* An obligation may be performed by a third party unless otherwise agreed by the parties or accorded with the nature of the obligation.
* If the debtor objects to the obligation being performed by a third party, the creditor may refuse such performance; but if the third party has the interest of conflicts on the performance of the obligation, the creditor shall not refuse.

##### Article 316

* If there is a deadline for performance, the creditor may not demand the performance before the deadline; but if there is no contrary expression, the debtor may perform before the deadline.

##### Article 317

* Unless otherwise provided by the act or by the contract, the costs of performance shall be borne by the debtor.　But if the creditor has increased the costs of performance by changing his domicile or by any other acts, the additional costs shall be borne by the creditor.

##### Article 319

* If the creditor has accepted other prestation in lieu of the prestation originally agreed, the obligation is extinguished.

##### Article 320

* When the debtor, for the purpose of satisfying his creditor, has assumed a new obligation towards him, the original obligation will not be extinguished, if the new obligation is not performed, unless otherwise agreed by a contrary expression of the parties.

##### Article 321

* If a debtor is bound to the same creditor to perform several obligations of the same kind, and if the prestation performed is insufficient for discharging all the obligations, it is the person tendering the performance to specify the obligation to be discharged at the time of the prestation.

##### Article 322

* If the person tendering the performance has not made the specification provided in the preceding article, the obligation to be discharged shall be specified as follows:
* If a obligation has been due, it shall be discharged first;
* If all of the obligations are due or if none is due, the obligation which affords the creditor the least security shall be discharged first; if all the obligations are equally secured, the obligation which will be the most favorable to the debtor if performed shall be discharged first; if all the obligations will be equally favorable the debtor if performed, a obligation which matures first shall be discharged first;
* If all the obligations are equally favorable to the debtor and all mature at the same time if performed, the obligations shall be discharged proportionately.

##### Article 323

* The prestation tendered by the person tendering the performance shall be taken to discharge the expenses first, then the interest and finally the capital.　The same rule shall be applied when an obligation is performed according to the provisions of the preceding two articles.

##### Article 324

* The person tendering the performance may demand from the person accepting the performance the delivery of a written receipt.

##### Article 325

* In case of payment of interest or other periodical performance, if the creditor gives a receipt for one term without any reservation for the other terms, it is presumed that he has received performance for the previous terms.
* If the creditor gives a receipt for the capital, it is presumed that he has received the interest.
* If the deed to the obligation has been returned, it is presumed that the obligation has been extinguished.

#### Sub-section 3 Lodgments
##### Article 326

* When the creditor is in default, or when it is impossible to know exactly who the creditor is so that performance becomes difficult, the person tendering the performance may lodge the prestation for the creditor.

##### Article 328

* After the lodgment, the danger of the damage or destruction of the object of the prestation is borne by the creditor, and the debtor is not bound to pay the interest or to compensate for failure to acquire the profits.

##### Article 329

* The creditor is entitled to take delivery of the thing lodged at any time.　If, however, the debtor is bound to perform only after a counter-prestation has been performed by the creditor, the debtor may prevent the delivery of the thing lodged, until the counter-prestation has been performed or proper security has been furnished.

##### Article 332

* When the object of the prestation mentioned in the preceding article has a current market value, the court may allow the person tendering the performance to sell it at such market value and to lodge the proceeds of the sale.

##### Article 333

* The costs of lodging the proceeds of the auction or the sale are borne by the creditor.

#### Sub-section 4 Offset
##### Article 335

* The offset shall be made with the expression of intent by one party to the other.　As the mutual relationship of the obligations between themselves, it is extinguished to the extent of the corresponding amounts of the obligations deducted in the offset since the moment when the offset could be claimed.
* The expression specified in the preceding paragraph, if made subject to a condition or to a time of commencement or ending, is void.

##### Article 336

* An offset may be made even though the obligations are to be performed in different places; but the party who has claimed the offset shall compensate the other party for any injury resulting therefrom.

##### Article 337

* Even if the claim of an obligation has been extinguished by prescription, it may also be offset, provided that the offset may be made prior to its extinction.

##### Article 338

* If the obligation is not subject to a judicial attachment, the debtor shall not claim for offset.

##### Article 339

* If the obligation is resulted from an intentional wrongful act, the debtor shall not claim for offset.

##### Article 340

* When an obligation has been attached by an order of the court, the third debtor of such obligation shall not take a claim which he has acquired from the creditor after the attachment to offset the obligation attached.

##### Article 341

* When it is provided by a contract that an obligation shall be performed to a third party, the debtor of such obligation shall not take the obligation of the other party to the contract to offset his obligation.

##### Article 342

* The provisions of Articles 321 to 323 shall apply mutatis mutandis to the offset.

#### Sub-section 5 Releases
##### Article 343

* If the creditor has expressed his intent to release the debtor from his obligation, the relationship of the obligation is extinguished.

#### Sub-section 6 Merger
##### Article 344

* When the right and liability of an obligation are vested in the same person, the obligation is extinguished, except when it was the object of another person’s right or when it is otherwise provided by the act.

## Chapter II Particular Kinds Of Obligations
### Section 1 – Sale
#### Sub-section 1 General Provisions
##### Article 345

* A sale is a contract whereby the parties agree that one of them shall transfer to the other his rights over property and the latter shall pay a price for it.
* The contract of sale is completed when the parties have mutually agreed on the object and the price.

##### Article 346

* Although the price is not fixed concretely by the agreement, if it may be decided from the circumstances, it is deemed to be fixed.
* If it is agreed that the price shall be fixed according to the market price, it is deemed to be fixed according to such market price at the place and time of performance unless otherwise provided by contract.

##### Article 347

* The provisions under the present title shall apply mutatis mutandis to such nongratuitous contracts other than those of sale, unless the nature of the contract does not permit.

#### Sub-section 2 Effects of Sale
##### Article 348

* The seller of a thing is bound to deliver the thing to the buyer and to make him acquire its ownership.
* The seller of a right is bound to make the buyer acquire the right sold. If, by virtue of such right, the seller can possess a certain thing, he is also bound to deliver the thing.

##### Article 349

* The seller shall warrant that the thing sold is free from any right enforceable by third parties against the buyer.

##### Article 350

* The seller of a claim of prestation or any other right shall warrant the actual existence of such prestation or right. The seller of valuable securities shall also warrant that it shall not be declared voidance through public summons.

##### Article 351

* If the buyer knew at the time of concluding the contract the defect of the right sold, the seller is not bound to warrant such defect, unless otherwise provided by contract.

##### Article 352

* Unless otherwise provided by contract, the seller of a claim of prestation does not warrant the solvency of the debtor. If he warrants the solvency of the debtor he is presumed to warrant the solvency at the time when the claim of prestation is transferred.

##### Article 353

* If the seller does not perform his duties specified in Articles 348-351, the buyer may exercise his rights in accordance with the provisions concerning non-performance of obligations.

##### Article 354

* The seller of a thing shall warrant that the thing sold is, at the time when the danger passes to the buyer according to the provisions of Article 373, free from any defect in quality which may destroy or impair its value, or its fitness for ordinary efficacy, or its fitness for the efficacy of the contract of sale.　However, if the extent of the impairment is of no importance, such impairment shall not be deemed to be a defect.
* The seller also shall warrant that, at the time the danger passes; the thing has the guaranteed qualities.

##### Article 355

* A seller is not responsible for such defect of quality in the thing sold as specified in the first paragraph of the preceding article, if the buyer knew of the defect at the time when the contract was made.
* If a defect of the kind specified in the first paragraph of the preceding article has remained unknown to the buyer in consequence of gross negligence, the seller is not responsible if he has not guaranteed that the thing is free from the defect, except in the case that he has intentionally concealed it.

##### Article 356

* The buyer is bound to examine without delay the thing received in accordance with the nature of such thing and as far as the ordinary procedure of affairs allows it, and should he discover any defect for which the seller is responsible, he shall immediately notify the seller of such defect.
* If the buyer delays giving the notice mentioned in the preceding paragraph, he is deemed to have accepted the thing, except in case where the defect is one which would not have been revealed by ordinary examination.
* Should a defect, which could not have been discovered immediately, be discovered subsequently, notice shall be sent to the seller without delay after the discovery.　If the buyer delays giving such notice, the thing is deemed to be accepted.

##### Article 357

* The provisions of the preceding article do not apply to cases where the seller has intentionally concealed the defect.

##### Article 359

* When there is a defect in the thing sold for which, according to the provisions of the five preceding articles, the seller is responsible for a warranty, the buyer has the option to rescind the contract or to ask for a reduction of the price, unless in the case specified, that a rescission of the contract would constitute an obvious unfairness of the transaction the buyer is only entitled to ask for a reduction of the price.

##### Article 360

* In the absence of a quality of the thing sold, which was guaranteed by the seller, the buyer may demand to compensate for the injury of nonperformance, instead of rescission of the contract or of a reduction of the price. The same rule shall be applied if the seller has intentionally concealed a defect in a thing.

##### Article 361

* If the buyer asserts that there is a defect in the thing sold, the seller may fix a reasonable deadline and notify the buyer to declare within such deadline whether he rescinds the contract or not.
* If the buyer does not rescind the contract within the deadline specified in the preceding paragraph, the right of rescission is lost.

##### Article 362

* Termination of a contract on account of a defect in the principal thing extends to its accessory.
* If there is a defect in the accessory, the buyer may only terminate such contract of accessory.

##### Article 363

* If one of several things sold is defective, the buyer may only terminate such defective thing.　If several things are sold for an aggregate price, the buyer may also demand a reduction in the aggregate price proportionate to the defective thing.
* In the case provided by the preceding paragraph, either party may terminate the whole contract if he is obviously injured through the separation of the defective thing from the others.

##### Article 364

* When the thing sold is a thing designated only as to its kind, and the thing is defective, the buyer may, instead of termination of the contract or a reduction of the price, immediately request the seller to deliver in exchange another thing free from defect.
* The seller is also bound to warrant that the thing delivered in exchange under the preceding paragraph is free from defect.

##### Article 366

* An agreement releasing the seller of liability on account of defects in a right or a thing or limiting such liability is void if the seller has intentionally concealed the defect.

##### Article 367

* The buyer is bound to pay to the seller the agreed price and to accept delivery of the object sold.

##### Article 368

* If the buyer has good causes to fear that a third party may assert rights which may deprive the said buyer of the whole or a part of the rights derived from the sale, he may refuse to pay the whole or a part of the price, except the seller has furnished proper security.
* In the cases specified in the preceding paragraph, the seller may request the buyer to lodge the price.

##### Article 369

* Unless otherwise provided, by the act, by contract or by customs, the delivery of the object sold and the payment of the price shall take place simultaneously.

##### Article 370

* If a deadline for the delivery of the object sold has been fixed, such deadline is presumed to be the deadline for the payment of the price.

##### Article 371

* If the delivery of the object sold and the payment of the price shall take place simultaneously, the price shall be paid at the place of delivery.

##### Article 372

* If the price is calculated according to the weight of the thing sold, the weight of the packing shall be deducted.　Unless otherwise provided by the contract or if there is a specific custom, such contract or custom shall be followed.

##### Article 373

* The profits and dangers of the object sold pass to the buyer at the time of delivery, unless otherwise provided by contract.

##### Article 375

* If the dangers have passed to the buyer before delivery of the object sold, and the seller incurs any necessary outlay on the object before delivery and after such dangers have passed, the buyer is bound to compensate the seller for such outlay in conformity with the provisions concerning Mandate.
* If the outlay incurred under the circumstances described in the preceding paragraph was not necessary, the buyer is bound to compensate such outlay in conformity with the provisions concerning Management of Affairs without Mandate.

##### Article 376

* If the buyer has given specific instructions as to the manner of forwarding the object sold and the seller deviates from those instructions without urgent reason, and the seller is liable to the buyer for any injury resulting therefrom.

##### Article 377

* When the object of a sale is a right, by virtue of which the seller may possess a certain thing, the provisions of the four preceding articles shall be mutatis mutandis applied.

##### Article 378

* Unless otherwise provided by the act, by contract or by customs, the costs of sale are to be borne according to the following rules:
* The costs of the contract of sale are to be borne by both parties equally;
* The costs of transferring the right sold, the costs of transporting the object sold to the place of performance, and the costs of delivery are to be borne by the seller;
* The costs of accepting delivery of the thing sold, the costs of registration and the costs of forwarding the thing sold to a place other than the place of performance, are to be borne by the buyer.

#### Sub-section 3 Redemption
##### Article 379

* When in the contract of sale, the seller reserves the right of redemption, he may redeem the object sold on returning the price.
* If the price for redemption specified in the preceding paragraph has been fixed by an agreement, such agreement shall be followed.
* The interest on the original price and the profits obtained by the buyer from the object sold are deemed to be offset against each other.

##### Article 380

* The redemption period shall not exceed five years. If a longer period is provided by the contract, it shall be reduced to five years.

##### Article 381

* The person who redeems shall return the costs of the sale paid by the buyer together with the price of redemption.
* Costs of redemption are borne by the person who redeems.

##### Article 382

* The person who redeems shall return the expenses and other beneficial outlays made by the buyer for the improvement of the object, in so far as the value of the object has been presently increased thereby.

##### Article 383

* The buyer is bound to the person who redeems to deliver the object sold along with its accessories.
* If, owing to circumstances for which the buyer is responsible, the object sold cannot be delivered, or has been obviously altered, the buyer shall be bound to compensate for any injury arising therefrom.

#### Sub-section 4 Particular Kinds of Sale
##### Article 384

* A contract of sale on approval is a contract which is constituted to be subject to the suspenseful condition of the approval of the object of the sale by the buyer.

##### Article 385

* In a contract of sale on approval the seller is bound to permit the buyer to examine the object sold.

##### Article 386

* If the object has been examined without being delivered and the buyer has not declared his acceptance within the agreed deadline, the buyer is deemed to have refused acceptance.　The same rule shall be applied, if in the absence of an agreed deadline the buyer has not declared his acceptance within a reasonable deadline fixed by the seller.

##### Article 387

* If an object has been delivered to be examined and the buyer does not return the object or declare his refusal within the agreed deadline, or, in the absence of an agreed deadline, within a reasonable deadline fixed by the seller, the buyer is deemed to have accepted.
* If the buyer has paid the whole price or a portion of it, or does any action which is not necessary for examining the object, he is deemed to have accepted it.

##### Article 388

* In a sale according to sample the seller is deemed to warrant that the object delivered will have the same quality as the sample.

##### Article 390

* A clause in a contract of sale by installments, if it is agreed that, upon the rescission of the contract, the seller may retain the installments received, the amount retained shall not exceed an amount representing the rental of the object sold plus damages in case the object sold has sustained any injury.

##### Article 391

* A sale by auction is constituted when the auctioneer announces its completion by knocking down the hammer or in any other customary manner.

##### Article 392

* The auctioneer shall not bid nor employ any person to bid at any auction conducted by him.

##### Article 393

* Unless the person who has ordered the sale has expressed a contrary intent, the auctioneer has the right to adjudge the lot to the highest bidder.

##### Article 394

* The auctioneer may not announce the completion of the sale, and withdraw a lot from the auction if he thinks that the highest bid is insufficient.

##### Article 395

* A bid made by a bidder ceases to be binding, when a higher bid is made or when the lot is withdrawn from the auction.

##### Article 396

* The buyer at a sale by auction shall pay the price in cash when the sale by auction constituted or at the time fixed by the notice advertising the sale.

##### Article 397 (later amended)
### Section 2 – Exchange
#### Article 398

* The provisions concerning Sale shall apply mutatis mutandis to the case where the parties agree to transfer to one another his rights over property other than money.

#### Article 399

* If one of the parties has agreed to deliver or transfer to the other money in addition to the rights over property specified in the preceding article, the provisions concerning the price of sale shall apply mutatis mutandis to such money.

### Section 3 - Current Account
#### Article 400

* Current account is a contract whereby the parties agree that the claim of prestations and obligations arising from transactions between them shall be settled at fixed periods and offset against each other, the balance only being paid.

#### Article 401

* The entry of a bill of exchange, promissory note, check or other negotiable instrument in current account may be cancelled, if such negotiable instrument is not paid by its debtor.

#### Article 402

* In the absence of a specific agreement, the period for striking the balance of a current account shall be six months.

#### Article 403

* Unless otherwise provided by contract, either party may at any time terminate the contract of current account and have the balance struck.

#### Article 404

* The parties may agree that each item in the current account shall bear interest from the date of entry.
* Interest may be claimed on the difference from the date the balance was struck

#### Article 405

* Removal or correction of the items of entry in a current account shall not be claimed after one year from the date when the balance was struck.

### Section 4 – Gift
#### Article 411

* The donor is not liable for a defect in the thing or right given.　But, if he has intentionally concealed the defect or expressly guaranteed that the thing was free from such defect, he is bound to compensate the donee for any injury arising therefrom.

#### Article 413

* If the gift is made subject to a charge and it is insufficient to defray the charge, the donee is bound to perform the charge only up to the extent of the value of the gift.

#### Article 414

* When a gift is made subject to a charge, the donor is liable for defects in the thing or right given in the same rule as a seller, up to the extent of the charge executed by the donee.

#### Article 415

* If a gift consists in periodical prestations to be performed by the donor, the obligation has ceased to be effective when either the donor or donee died, unless the donor has expressed a contrary intent.

#### Article 417

* The successor of the donor may revoke the gift if the donee has intentionally and wrongfully caused the death of the donor or prevented the donor from revoking the gift.　But their right of revocation will be extinguished by prescription, if it is not exercised within six months from the date when they knew of the said ground for revocation.

#### Article 418

* A donor may refuse performance of a gift, if after the gift has been agreed upon his economic conditions have changed, to such an extent that the performance of the gift would seriously affect his means of livelihood or hinder his duty to furnish maintenance to others.

#### Article 419

* Revocation of a gift shall be made by an expression of intent to the donee.
* After the revocation of the gift, the donor may demand to return the gift given in accordance with the provisions concerning Unjust Enrichment.

#### Article 420

* The right of revocation of a gift is extinguished by the death of the donee.

### Section 5 – Lease
#### Article 421

* A lease is a contract whereby the parties agree that one of them shall let the other party use a thing or collect profits therefrom and the latter shall pay a rental for it.
* The rental specified in the preceding paragraph may consist of money or of profits of the thing leased.

#### Article 422

* A lease of real property for a period exceeding one year shall be executed in writing.　If it is not so executed in writing, it is deemed to have been made for an indefinite period.

#### Article 423

* The lessor shall be bound to deliver to the lessee the thing leased in a condition fit for the stipulated use or for the collection of profits as agreed upon.　He shall be also liable to keep it up in such a condition as to be fit for such use or collection of profits during the continuance of the lease.

#### Article 424

* In the case of a lease of a house or other place intended for habitation, if the defect is such as to endanger the health or safety of the lessee or of the persons living with him, the lessee may terminate the contract, although he knew of the defects at the time of the contract or has waived his right of terminating the contract.

#### Article 427

* All charges and taxes on the thing leased shall be borne by the lessor.

#### Article 428

* If the thing leased is an animal, the lessee shall bear the cost of provender.

#### Article 429

* Unless otherwise provided by the contract or customs, the lessor shall make all repairs to the thing leased.
* The lessee shall not refuse the lessor to do such actions as are necessary for the maintenance of the thing leased.

#### Article 430

* If, for the duration of the lease, the thing leased is necessary for repairing incumbent on the lessor, the lessee may fix a reasonable deadline and notify the lessor to make such repairs.　If the lessor fails to make such repairs within the deadline, the lessee may terminate the contract or make the repairs himself with demanding the lessor to return for any expenses incurred therefrom or deducting the said expenses from the rental.

#### Article 431

* If the lessee incurs any beneficial outlays for the thing leased, whereby its value is increased, and if the lessor knows of the circumstances but fails to express a contrary intent, he shall return such expenses to the lessee, upon the termination of the contract, expenses in so far as the value of the thing has been presently increased thereby.
* The lessee may remove all the attachments affixed to the thing leased, unless he shall restore the thing leased to its status quo ante.

#### Article 432

* The lessee shall be bound to keep and manage the thing leased with the care of a good administrator. If the thing leased possesses productivity, he shall also be bound to maintain such productivity.
* If the lessee violates the duty under the provisions of the preceding paragraph, whereby damage or destruction has been caused to the thing leased, he is bound to compensate for the injury arising therefrom.　However, he is not responsible for any damage or change caused to the thing leased through the use of the thing, or through the collection of profits therefrom, in the ways as agreed upon or in the ways as are in accordance with the nature of the thing.

#### Article 433

* The lessee is bound to compensate for damage or destruction to the thing leased, which has been brought about by circumstances for which the persons living with him or any third party, whom he permits to use the thing leased or to collect profits therefrom, shall be responsible to compensate for the injury.

#### Article 434

* If, owing to gross negligence of the lessee, damage or destruction is caused by fire to the thing leased, the lessee is bound to compensate the lessor for such injury.

#### Article 435

* If, in consequence of circumstances for which the lessee is not responsible, the thing leased is partially destroyed for the duration of the lease, the lessee may claim for a reduction of rental proportionate to the part destroyed.
* In the case specified in the preceding paragraph, if the lessee cannot with the remaining part accomplish the purpose of the lease, he may terminate it.

#### Article 436

* The provisions of the preceding article shall be mutatis mutandis applied, when the lessee cannot use the thing leased or collect profits therefrom in the agreed use of, whereby a third party claims rights to the thing leased.

#### Article 437

* For the duration of the lease, if the thing leased is necessary for repairing incumbent upon the lessor, or if an equipment becomes necessary for avoiding a danger to the thing, or if a third party claims a right over it, the lessee shall immediately notify the lessor of the occurrence, except the lessor already knew of it.
* If the lessee delays giving such notice, and where the lessor owing to the delay could not afford remedy in time, the lessee shall be bound to compensate the lessor for any injury arising therefrom.

#### Article 438

* The lessee shall use the thing leased or collect profits therefrom only in the ways as are agreed upon, or, in the absence of such agreement, only in the ways as are in accordance with the nature of the thing leased.
* If the lessee uses the thing leased or collects profits therefrom in a way against the provisions of the preceding paragraph, and if he continues to so use it notwithstanding a remonstrance of the lessor, the latter may terminate the contract.

#### Article 439

* The lessee shall pay the rental at the agreed date and in the absence of such agreed date, according to customs; and in the absence of such agreement or customs, the rental shall be paid at the termination of the lease.　If the rental is paid periodically, it shall be paid upon the end of each of the periods. If there is a season for the collection of profits from the thing leased, the rental shall be paid at the end of such season.

#### Article 441

* The lessee shall not be released from his obligation to pay his rental by the fact that he is prevented from using the thing leased or from collecting profits therefrom, either wholly or partially, through a cause brought about by himself.

#### Article 442

* In case the thing leased is a real property, either party may apply to the court for an increase or reduction of its rental in proportion to the fluctuation of its value, unless the lease in made for a definite period.

#### Article 443

* The lessee shall not sublet the thing leased to another person without the consent of the lessor.　But if the thing leased is a house, the lessee may sublet a part of it to another person, unless otherwise agreed upon a contrary intention.
* If the lessee sublets the thing leased to another person against the provisions of the preceding paragraph, the lessor may terminate the lease.

#### Article 444

* If the lessee sublets the thing leased to another person in conformity with the provisions of the preceding article, the lease is still continuous between the lessor and the lessee.
* The lessee is bound to compensate for injury arising from circumstances for which the sublessee shall be responsible.

#### Article 445

* The lessor of a real property has for his claim of prestations arising from the lease a right of retention over the movables belonging to the lessee and placed in the real property, thing except those movables which cannot be seized in execution.
* In the case of the preceding paragraph, the lessor may compensate himself out of the thing retained only to the extent of those injury he is already entitled to claim for, together with the rental for the present term and for the unpaid past terms.

#### Article 446

* The lessor's right of retention as specified in the preceding article is extinguished by the removal of the things to which it applies by the lessee, unless the removal has taken place without the lessor’s knowledge or he has objected to such removal.
* If the removal takes place in the performance of the business or in ordinary course of life of the lessee, or if the things remaining on the premises are sufficient to secure the payment of the rental, the lessor shall not object to the removal.

#### Article 447

* The lessor may, even without application to the court, prevent the removal of the things subject to his right of retention, in so far as he is entitled to object to the removal. If the lessee is away from the real property leased, the lessor is entitled to take possession of the things subject to the right of retention.
* If the said things have been removed without the knowledge of or in spite of the objection of the lessor, the lessor may terminate the lease.

#### Article 448

* The lessee may release the right of retention to exercise by the lessor by furnishing security.　He is also entitled to extinguish the right of retention against any individual by furnishing security to the extent proportionate of the value of the thing.

#### Article 450

* When the lease is made for a definite period, the lease terminates at the end of such period.
* If no such period has been specified for the termination of the lease, each party may terminate it at any time. However, if customs is in favor of the lessee, such customs shall be followed.
* To terminate a lease as specified in the preceding paragraph a notice shall be given in advance according to customs, but if the rental of a real property is payable weekly, fortnightly or monthly, termination is effective only at the end of the calendar week, or fortnight, or month, and a notice shall be given at least one week or fortnight or month in advance.

#### Article 451

* If, after the end of the lease, the lessee still continues to use the thing leased or to collect profits therefrom, and the lessor does not immediately express his intent to the contrary, the lease is deemed to be continued for an indefinite period.

#### Article 452

* If the lessee died, his successor may terminate the lease by giving notice in advance according to the provisions of the third paragraph of Article 450, even if the lease was made for a definite period of date.

#### Article 453

* If the lease is made for a definite period and if it is agreed that one of the parties may terminate the lease before its end, a notice of such termination shall be given in advance according to the provisions of the third paragraph of Article 450.

#### Article 454

* If the lease is terminated according to the provisions of the two preceding articles, the lessor shall return the rental which he has received in advance for those terms falling due after such termination.

#### Article 455

* The lessee shall, at the end of the lease, return the thing leased. If the thing leased possesses productivity, he shall return to the lessor and maintain the thing in a state of normal productivity.

#### Article 456

* Claims by the lessor against the lessee for compensation for injury caused to the thing leased, and claims by the lessee for the return of expenses, and his right for the removal of the work done to the thing leased, are extinguished by prescription if it is not exercised within two years.
* The period as specified in the preceding paragraph commences for the lessor from the date when he accepts the return of the thing leased, and for the lessee from the date of the end of the lease.

#### Article 457

* The lessee of an agricultural land may demand for a reduction or release of the rental, if by reason of force majeure, the profits of the thing leased have decreased or totally failed.
* The right to demand for a reduction or release of the rental as specified in the preceding paragraph cannot be waived beforehand.

#### Article 460

* Termination of the lease made by the lessor of an agricultural land, the end of the lease shall be after the season when the crops are reaped, and before the beginning of the next cultivation.

#### Article 461

* If the lessee of an agricultural land has incurred expenses of the cultivation of crops which are not yet to be reaped after the termination of the lease, he may demand the return of such expenses from the lessor, however, provided that his claim shall not exceed the value of such crops.

#### Article 462

* When agricultural implements, livestock, and other accessories are leased together with an agricultural land, an inventory of the same, showing their individual value at the time of the conclusion of the lease, shall be made in duplicate, and signed by the parties. Each party shall keep a copy of it.
* If any of the accessories mentioned in the inventory be destroyed through a circumstance for which the lessee is responsible, the lessee is bound to supply substitutes.
* Should it be destroyed through a circumstance for which the lessee is not responsible, the lessor is bound to supply substitutes.

#### Article 463

* The lessee of an agricultural land who has received accessories according to an inventory shall return them to the lessor at the end of the lease. If he fails to do so, he shall compensate for their value according to the said inventory, except it shall be deducted from ordinary wear and tear, resulting from their use.

#### Article 463-1 (later added)
### Section 6 – Loan
#### Sub-section 1 Loan for Use
##### Article 466

* If the lender intentionally conceals a defect in the thing lent, he is responsible to the borrower for any injury resulting therefrom.

##### Article 467

* The borrower shall use the thing lent in the ways as are agreed upon, if in the absence of such agreement, in the ways as are in accordance with the nature of the thing lent.
* The borrower shall not allow a third party to use the thing lent without the consent of the lender.

##### Article 468

* The borrower shall preserve the thing lent with the care of a good administrator.
* If the borrower violates the provision of the preceding paragraph whereby damage or destruction has been caused to the thing lent, he is bound to compensate therefrom.　However, he is not responsible for any change or damage brought about through use of the thing lent in the ways as are agreed upon or as are in accordance with the nature of the thing.

##### Article 470

* The borrower shall return the thing lent at the end of the agreed period.　If no such period is agreed upon, the thing shall be returned after the borrower has made use of it for the purposes of the loan.　However, the lender may also demand the return of the thing lent when a reasonable period has elapsed and it may be presumed that the borrower did make use of it.
* If an indefinite period of a loan and cannot be inferred from the purposes of the loan, the lender may demand the return of the thing lent at any time.

##### Article 471

* When several persons have borrowed a thing together, they are jointly responsible to the lender.

##### Article 472

* The lender may terminate the loan in either of the following circumstances:
* If he needs the thing lent in consequence of an unforeseen circumstances.
* If the borrower uses the thing lent otherwise than for the agreed use or for the ordinary uses in accordance with the nature of the thing, or allows a third party to use it without the consent of the lender.
* If the borrower causes damage or danger of damage to the thing lent by neglecting to take care of it.
* If the borrower died.

##### Article 473 (later amended)
#### Sub-section 2 LOANS FOR CONSUMPTION
##### Article 476

* When interest or other remuneration has been agreed upon for a loan for consumption and if the thing lent is defective, the lender shall exchange it for another free from defect.　However, the borrower may still demand for the injury.
* When the loan for consumption is gratuitous and if the thing lent is defective, the borrower may return to the lender the value which the defective thing had.
* In the case of the preceding paragraph, the borrower may still demand for the injury if the lender has intentionally concealed the defect.

##### Article 477

* Interest or other remuneration shall be paid within the agreed deadline.　If no such deadline has been specified, it shall be paid at the end of the loan; unless, the duration of the loan is for over one year, it shall be paid at the end of each year.

##### Article 478

* The borrower shall return things of the same kind, quality and quantity as lent, within the agreed deadline.　If no such deadline for return has been agreed upon, the borrower may return them at any time; the lender may also fix a reasonable deadline, not less than one month later, and notify the borrower to return.

##### Article 479

* If the borrower cannot return things of the same kind, quality and quantity as lent, he shall return their value at the time and place where the return ought to have taken place.
* If no date or place of return has been agreed upon, such things are returned according to the value of the things at the time when, or place where they were when the contract was constituted.

##### Article 480

* Unless otherwise provided by contract, the following rules shall apply for the return of money loaned:
* When the money loaned is a currency which is no longer in vogue at the time of return, it shall be returned in a currency which is in vogue at the time of return.
* A loan which is agreed to be calculated in a currency in vogue shall be returned in a currency in vogue at the time of return, irrespective of the fluctuation in the value of the currency which the borrower may have received.
* If a loan is agreed to be calculated in a particular kind of currency, it shall be returned in the particular kind of currency or in a currency in vogue according to the market price at the time and place of return.

##### Article 481 (later amended)
### Section 7 - Hire of Services
#### Article 482

* A contract of hire of services is a contract whereby the parties agree that one of them shall service for a fixed or undefined period to the other party, and the latter shall pay remuneration.

#### Article 483

* Remuneration is deemed to have been agreed upon, if according to the circumstances the service is not to take place without remuneration.
* If the amount of the remuneration is not agreed upon, the remuneration shall be paid according to a tariff. If there is not the tariff, the remuneration shall be paid according to customs.

#### Article 484

* The employer shall not transfer his right of the services to a third party without the consent of the employee, and the employee cannot make a third party perform the services in his place without the consent of the employer.
* If either party violates the provision of the preceding paragraph, the other party may terminate the contract.

#### Article 485

* If the employee either expressly or impliedly warrants that he has special skill, the employer may terminate the contract if without such skill.

#### Article 486

* The remuneration shall be paid at the agreed deadline, if, in the absence of an agreement, according to customs.　In the absence of an agreement and customs, the following rules shall be applied:
* If the remuneration is fixed by periods, it shall be paid at the end of each period.
* If the remuneration is not fixed by periods, it shall be paid at the end of the services.

#### Article 487

* If the employer delays accepting the services, the employee may demand for his remuneration without being bound to perform the service subsequently.　The employer may, however, deduct from the amount of the remuneration the expenses that the employee has saved by non-performance and what the employee has gained, or could have gained but for his intentional omission, by performing services to other persons.

#### Article 488

* If the duration of hire of services is fixed, the contract of hire of services terminates with the end of that duration.
* If the duration of hire of services is not fixed or can not be fixed in accordance with the nature or purpose of services, either party may terminate the contract at any time, however, if customs is in favor of the employee, such customs shall be followed.

#### Article 489

* Even though the duration of the hire of services has been agreed upon, either party may, in the event of any serious occurrence, terminate the contract before the end of such duration.
* If the occurrence as specified in the preceding paragraph be due to the negligence of one of the parties, the other party may demand for the injury from him.

### Section 8 - Hire of Work
#### Article 491

* Remuneration is deemed to have been agreed upon, if according to the circumstances the completion of the work is not to take place without remuneration.
* If the amount of the remuneration is not agreed upon, the remuneration shall be paid according to a tariff. If there is no such tariff, the remuneration shall be paid according to customs.

#### Article 492

* The undertaker shall complete the work in such a manner that the result has the agreed qualities and doesn’t be affected with defects which destroy or reduce its value or its fitness for ordinary purposes or for the purposes agreed in the contract.

#### Article 493

* If there is any defect in the work, the proprietor may fix a reasonable period and demand the undertaker to repair the defect within such period.
* If the undertaker fails to repair the defect within the period specified in the preceding paragraph, the proprietor himself may repair the defect and demand to the undertaker for the return of the necessary expenses arising therefrom.
* If the repair of the defect would require a disproportionate outlay, the undertaker may refuse to repair the defect, and the provisions of the preceding paragraph shall not be applied.

#### Article 494

* When the undertaker fails to repair the defect within the period specified in the first paragraph of the preceding article, or refuses to repair the defect according to the provisions of the third paragraph of the preceding article, or the defect cannot be repaired, the proprietor may rescind the contract or demand a reduction of the remuneration.　If, however, the defect is not important, or if the contract is for the construction of a building or other works on land, the proprietor shall not rescind the contract.

#### Article 496

* If the defect of the work is due to the nature of the materials provided by the proprietor, or to proprietor's instructions, the proprietor does not have the rights under the three preceding articles, unless the undertaker knew of the nature of the materials or of the inappropriate instructions and failed to notify to the proprietor.

#### Article 497

* If it is due to the undertaker’s own negligence, in the process of the work, it clearly appears that the work will be defective or other circumstances violates the contract, the proprietor may fix a reasonable period and demand the undertaker to mend the work or to comply with the contract within such period.
* If the undertaker fails to mend the work or comply with the contract within the period specified in the preceding paragraph, the proprietor may mend the defect or have the work continued by a third party, the undertaker is bound to take the dangers and expenses.

#### Article 498

* The rights of the proprietor as specified in Articles 493 to 495 shall not be asserted if the defects have not been discovered within one year after the delivery of the work.
* If by reason of the nature of the work, no delivery can take place, the one year period specified as the preceding paragraph commences from the completion of the work.

#### Article 499

* In the case of the construction of a building or other works on land, and of vital repairs to the said building or works, the deadline specified in the preceding article shall be extended to five years.

#### Article 500

* The deadlines specified in Articles 498, and 499 are extended to five years and ten years respectively in case of the defects of the work which the undertaker has intentionally concealed.

#### Article 501

* The deadlines specified in Articles 498 and 499 may be extended by agreement between the parties but they shall not be reduced.

#### Article 504

* The undertaker is not liable for the consequences of delay, if the proprietor has accepted the work after the delay without reservation.

#### Article 505

* The remuneration shall be paid at the time of delivery of the work, or, if no delivery can take place, shall be paid at the time of its completion.
* If the work is to be delivered in parts and a separate remuneration has been specified for each separate part, the remuneration for each part shall be paid at the time of its delivery.

#### Article 506

* If, at the time of the making of the contract, only an approximate estimate has been made for remuneration, and if, owing to circumstances for which the proprietor is not responsible, the remuneration will greatly exceed the estimate, the proprietor may rescind the contract either during the execution of the work or after its completion.
* In the case specified in the preceding paragraph if the contract is for the construction of a building or other works executed on land, or for vital repairs of the said building or works, the proprietor may only demand for a reasonable reduction of the remuneration; or, if the work is not completed, he may notify the undertaker to cease the work and may rescind the contract.
* When the proprietor rescinds the contract in accordance with the provisions of the two preceding paragraphs, he shall compensate reasonably to the undertaker for the injury.

#### Article 508

* The undertaker takes the danger of damage or destruction of the work before its acceptance by the proprietor. If the proprietor delays accepting such work, the danger passes on to him.
* The undertaker is not responsible for loss or destruction by force majeure of materials provided by the proprietor.

#### Article 509

* If, before the proprietor accepts the work, which is damaged or destroyed, or cannot be completed on account of the defects in the materials provided by him or on account of his inappropriate instructions, and if the undertaker has, immediately, notified the proprietor of such defects or such inappropriate instructions, the undertaker may demand for a part of the remuneration proportionate to the labor performed, and the return of the expenses paid in advance.　The undertaker may also demand for further injury if the proprietor is negligent.

#### Article 510

* In the case of acceptance specified as provisions of the two preceding articles, if the nature of the work, no delivery can take place, the time of completion of the work is deemed to be the time of acceptance.

#### Article 511

* The proprietor may terminate the contract at any time before the completion of the work, however, he shall compensate to the undertaker for any injury resulting from such termination.

#### Article 512

* If the personal skill of the undertaker is an essential element of the contract, the contract terminates when the undertaker died or when without his own negligence he becomes incapable of completing the work agreed upon.
* If a part of the work has already done which is useful to the proprietor, he is bound to accept it and to pay a reasonable remuneration for it.

#### Article 514 (later amended)
### Section 8-1 Travel (1999-04-21)
#### Article 514-12 (later added)
### Section 9 – Publication
#### Article 527 (later amended)
### Section 10 – Mandate
#### Article 528

* A contract of mandate is a contract whereby the parties agree that one of them commissions the other party to deal with his affairs, and the latter agrees to do so.

#### Article 529

* With regarding to the provisions of Mandate shall apply to any contract concerning the performance of services which does not belong to any kind of other contracts provided for by the act.

#### Article 530

* A person who publicly expresses to take commission to deal with affairs specified is deemed to have accepted a mandate relating to such affairs, if he does not notify offeror immediately to refuse it.

#### Article 532

* The scope of the power of the mandatory is agreed by the contract of mandate, or, in the absence of such agreement, according to the nature of the affair commissioned.　The principal may give to the mandatory one or several affairs for specific mandate, or he may give a general mandate for all the affairs.

#### Article 533

* The mandatory who has been given a general mandate may do whatever is necessary for the principal, of dealing with the affair commissioned.

#### Article 535

* The mandatory who deals with the affair commissioned, shall be in accordance with the instructions of the principal and with the same care as he would deal with his own affairs.　If he has received the remuneration, he shall do so with the care of a good administrator.

#### Article 536

* A mandatory shall not deviate from the instructions of his principal except in cases of urgency, and provided that from the circumstances he can presume that the principal would permit of the deviation, if he had knowledge of the state of affairs.

#### Article 537

* The mandatory shall deal personally with the affairs commissioned. However, if the principal has consented, or customs, or unavoidable circumstances, he may commission a third party instead to deal with the said affairs.

#### Article 538

* If the mandatory has commissioned a third party instead to deal with the affairs which are the object of the mandate contrary to the provisions of the preceding article, he is liable for the acts of such third party in the same way as for his own.
* If the third party has been commissioned instead to deal with the affairs which are the object of the mandate in accordance with the provisions of the preceding article, the mandatory is liable only for the selection of such third party, and the instructions which he has given to the third party.

#### Article 539

* When a third party has been commissioned instead to deal with the affairs which are the object of the mandate, the principal has a direct right of demand to such third party relating to the execution of the affairs which are the object of the mandate.

#### Article 540

* The mandatory shall inform the principal of the progress of the affairs commissioned.　He shall give a definite report of his account at the end of the mandate.

#### Article 541

* The mandatory shall deliver to the principal the moneys, things and profits which he received or collected in consequence of the dealing of the affairs commissioned.
* The mandatory shall transfer to the principal the rights which he acquires in his own name but on behalf of the principal.

#### Article 542

* If the mandatory has used for his own interests money which he shall have delivered to his principal or to have used in the interests of the principal, he shall pay interest thereon from the date when he used it for his own interests.　He shall also compensate for the injury, if any.

#### Article 543

* The principal shall not transfer to a third party the claim of dealing the affairs commissioned without the consent of the mandatory.

#### Article 545

* The principal shall, if required by the mandatory, pay him necessary outlays for the dealing of the affairs commissioned.

#### Article 547

* Although remuneration has not been agreed upon, the mandatory may demand for such remuneration by customs, or by the nature of the affairs commissioned which shall pay the remuneration.

#### Article 548

* When the mandatory shall receive remuneration, he shall not demand to pay until the end of the mandate and after the mandatory has given a definite report of his accounts, unless otherwise provided by the contract.
* If, owing to circumstances for which the mandatory is not responsible, the mandate has ended before the completion of the dealing of the affairs commissioned, the mandatory may demand for the remuneration for such part he has dealt.

#### Article 549

* Either party to a contract of mandate may terminate it at any time.
* One of the parties who terminate the contract of the mandate at a period which is prejudicial to the other party shall pay to the other party for any injury resulting therefrom, unless the termination has to take place by reasons for which the party terminating the contract of the mandate is not responsible.

#### Article 550

* The mandate terminates when one of the parties dies, or bankrupts, or loses his capacity to make juridical acts, unless it is otherwise provided by contract, or unless, from the nature of the affairs commissioned, such mandate cannot be extinguished.

#### Article 551

* In the case specified in the preceding article, when the extinction of the mandate would be prejudicial to the interests of the principal, the mandatory, his successors or his guardian shall continue the dealing of the affairs, until the principal, his successors or his guardian themselves can continue to deal the said affairs.

#### Article 552

* When the causes for the extinction of the mandate arise through one of the parties, the mandate is deemed to continue, until the other party knows or may know of such causes.

### Section 11 - Manager And Commercial Agents
#### Article 556

* The firm may authorize to several managers, but the joint signatures of two of them are effective to the firm.

#### Article 557

* The limitation to the power of a manager other than those specified in the third paragraph of Article 553, the second paragraph of Article 554, and Article 556, shall not be a valid defense against any bona fide third parties.

#### Article 558

* A commercial agent is a person who, are not a manager, is commissioned by a firm to deal with the whole or a part of the affairs, in the name of the firm, in a specified place or area.
* As regard to third parties the commercial agent is deemed to have a power to do whatever is necessary for the affairs which he is commissioned.
* A commercial agent shall not bear the duty of the note or loan for consumption or file an action in court, unless he has been authorized in written form.

#### Article 559

* The commercial agent shall inform to his firm of the commercial conditions of his place or district, at any time, concerning the affairs which he is commissioned. He shall report immediately to his firm any transaction which he has made for it.

#### Article 560

* A commercial agent can demand for the remuneration or reimbursement of expenses as agreed upon. If, in the absence of such agreement, according to customs, and in the absence of such agreement or customs, his remuneration shall be proportionate to the importance and volume of the affairs which he has done for his firm.

#### Article 561

* If the duration of the power of the commercial agent is not fixed, either party may terminate it at any time, unless three months notice in advance shall be given to the other party.
* One of the parties may also terminate the contract at any time without notice in advance in case the termination has to take place by reasons for which the party terminating the contract is not responsible.

#### Article 562

* A manager or commercial agent shall not without the consent of his firm enter on his own account or on account of third parties into any business of the same kind as that which he is commissioned for his firm, nor can he be a partner with unlimited liability in a commercial firm which carries on the same kind of business.

#### Article 564

* The power of a manager or commercial agent is not extinguished, when the owner of the firm dies, bankrupts or loses his capacity to make juridical acts.

### Section 12 – Brokerage
#### Article 565

* A contract of brokerage is a contract whereby one of the parties agrees to inform the other party of the occasion to constitute a contract, or to act as intermediary for the conclusion of a contract, and such other party agrees to pay him remuneration.

#### Article 566

* Remuneration is deemed to have been agreed upon, if from the circumstances the broker is not to apply the information for the conclusion of the contract or to act as an intermediary for it without remuneration.
* If the amount of the remuneration is not specified, it shall be paid according to the tariff. If there is not a tariff, the remuneration shall be paid according to custom.

#### Article 568

* The broker is entitled to his remuneration only if the contract is constituted through his intermediary or due to the information supplied by him.
* When the contract is constituted under a suspenseful condition, the broker shall not claim the remuneration until the condition is fulfilled.

#### Article 569

* The broker is entitled to claim reimbursement for expenses incurred by him only if such reimbursement has been agreed upon.
* The provisions of the preceding paragraph shall be applied even if no contract is constituted after the broker has supplied the information or acted as an intermediary.

#### Article 570

* Unless otherwise provided for by contract or by custom, each party to the contract shall bear an equal part of the remuneration to which the broker is entitled for having acted as intermediary.

#### Article 571

* The broker forfeits his rights to remuneration and to reimbursement of expenses if he acts in the interest of the other party contrary to his obligations to the principal, or if he accepts from such other party advantages under such circumstances as violating the rules of good faith.

#### Article 574

* A broker has no authority to make or to receive on behalf of the parties prestations concerning the contract entered into through his intermediary.

#### Article 575

* The broker is bound, if so instructed by one of the parties, not to disclose the name of such party or of such party's firm to the other party in the contract.
* When the broker does not disclose to one of the parties the name of the other party or of the other party's firm, he is personally liable for the performance of the obligations of such other party resulting from the contract and he has authority to receive prestations on behalf on such party.

### Section 13 - Commission Agency
#### Article 576

* A commission agent is a person who undertakes, as a business, to buy or sell the personal property or deal any other commercial transaction in his own name but on account of a principal, for a remuneration.

#### Article 577

* In addition to the provisions contained in the present title, the provisions concerning Mandate shall apply to the Commission Agency as well.

#### Article 578

* The commission agent personally acquires rights against and incurs obligations towards the parties with whom he transacts business on account of the principal.

#### Article 579

* Unless otherwise provided by the contract or by the custom, if the other party to a contract, which a commission agent made on behalf of a principal, does not perform his obligations, the commission agent is directly liable to the principal for the performance of the contract.

#### Article 581

* If the commission agent constitutes a sale for a higher price, or constitutes a purchase for a lower price than that specified by the principal, the benefit shall belong to the principal.

#### Article 582

* The commission agent is entitled to such remuneration, storage charges and transportation charges as are specified in the contract, or as are customary. He is also entitled to reimbursement of the expenses plus interests which he makes in the interests of the principal.

#### Article 583

* So long as the things bought or sold by the commission agent on account of the principal are in the possession of the commission agent, the rules concerning Deposit shall be applied.
* The commission agent is not bound to insure the things mentioned in the preceding paragraph, unless he has been otherwise instructed by the principal.

#### Article 584

* If goods entrusted to a commission agent for sale is arrived in a defective condition, or if owing to their perishable nature, the commission agent is bound to take, for the protection of the interests of the principal, such steps as he would take for the protection of his own interest.

#### Article 585

* If the principal refuses to accept the goods bought by the commission agent under orders of the principal, the commission agent may fix a reasonable deadline and notify the principal to accept within such deadline.　If the principal fails to accept the goods within such deadline, the commission agent may sell them by auction and appropriate the proceeds of the sale up to the amount due to him by the principal by reason of the contract of commission.　The balance, if any, may be lodged.
* Goods that are easy to corrupt may be sold without notice.

#### Article 586

* If goods entrusted to a commission agent for sale could not be sold, or if the order to sell has been revoked by the principal, and the principal fails to take back the goods or to dispose of them within a reasonable time, the commission agent may exercise his rights in conformity with the provisions of the preceding article.

#### Article 587

* Unless there is an agreement to the contrary, the commission agent who has been ordered to buy or sell currency, stocks or things which have a market quotation may himself be the seller or buyer, the price being determined in accordance with the market quotation at the time of the sale or purchase made in conformity with the orders of the principal.
* The commission agent is entitled to exercise his claims specified in Article 582 even in the case specified in the preceding paragraph.

#### Article 588

* In cases where the commission agent is entitled to be himself the seller or buyer, if he notifies the principal of the conclusion of the contract without disclosing the name of other party, he is deemed to have assumed personally the obligations of such other party.

### Section 14 - Deposit
#### Article 589

* A contract of deposit is a contract whereby one of the parties delivers a thing to the other party, who agrees to keep it in his custody.
* The depositary is not entitled to remuneration unless otherwise provided for by contract or unless according to the circumstances the keeping into custody is not to be assumed without remuneration.

#### Article 590

* The depositary is bound to take as much care of the thing deposited as he takes of his own things.　If the deposit is undertaken for remuneration, the depositary is bound to keep the thing in his custody with the care of a good administrator.

#### Article 591

* The depositary may not use the thing deposited or allow a third party to use it without the consent of the depositor.
* The depositary, who acts contrary to the provisions of the preceding paragraph, shall pay a reasonable compensation to the depositor.　He is also liable for damages, if any, except he can prove that the injury would have occurred even if the thing had not been used.

#### Article 592

* The depositary shall personally keep the thing deposited.　He may, however, entrust its custody to a third party if he is allowed to do so by the depositor, or by custom, or in case of unavoidable circumstances.

#### Article 593

* The depositary who entrusts the custody of the thing deposited to a third party contrary to the provisions of the preceding article is liable for any injury thereby caused to the thing deposited, except he can prove that the injury would have happened even if the thing deposited had not been entrusted to such third party.
* The depositary who entrusts the custody of the thing deposited to a third party in conformity with the provisions of the preceding article is liable only for the selection of such third party and for the instructions which he has given to the said third party.

#### Article 594

* The depositary may not change the method of custody which has been agreed upon, except in case of urgency when he may assume that the depositor would approve of the change if he knew of the state of affairs.

#### Article 596

* The depositor is liable for any injury caused to the depositary and resulting from the nature of defects of the thing deposited, except at the time of deposit he did not know of the defect or the dangerous character of the thing and his ignorance was of no negligence, or except the depositary knew of them.

#### Article 597

* Although the parties have fixed a deadline for the return of the thing deposited, the depositor may still at any time demand the return of it.

#### Article 598

* If the parties have fixed no deadline for the return of the thing deposited, the depositary may return it at any time.
* If a deadline has been fixed, depositary shall not return the thing deposited before the expiration of that period, except in a case of unavoidable circumstances.

#### Article 599

* The depositary is bound to return together with the thing deposited and any profits which may have accrued from it.

#### Article 600

* The return of the thing deposited shall be made at the place where the thing was to be kept.
* If the depositary has removed the thing to another place in accordance with the provisions of Article 592 or 594, the return may be made at the place where the thing actually is.

#### Article 601

* If a remuneration has been agreed upon, it is payable at the termination of the deposit.　If the remuneration is fixed by periods, it is payable at the end of each period.
* If the custody of the thing deposited be suspended owing to a circumstance for which the depositary is not liable, the depositary may claim a portion of the remuneration proportionate to his services rendered, unless otherwise provided for by contract.

#### Article 609

* A notice, which excludes or limits the liability of the proprietor provided for in the three preceding articles, is void.

#### Article 610

* The guest shall give notice to the proprietor of the damage or loss immediately after knowledge of the same. If he delays giving such notice, he forfeits his right to claim for the injury.

#### Article 61l

* The right to claim for damages arising from the provisions of Articles 606 to 608, is extinguished by prescription if not exercised within six months from the date of the discovery of the lose or damage.　The same rule shall be applied when six months have elapsed from the departure of the guest.

#### Article 612 (later amended)
### Section 15 - Warehousing
#### Article 613

* A Warehouseman is a person who undertakes, as a business, the storage and custody of goods for other persons for remuneration.

#### Article 614

* In addition to the provisions of the present title, the provisions concerning Deposit shall apply mutatis mutandis to Warehousing.

#### Article 616

* The receipt of warehousing shall contain the following particulars and be signed by the warehouseman:
* The name and address of the depositor;
* The place of storage;
* The kind of goods stored, their quality and quantity and the kind, number and marking of the packages;
* The place where and the date when the receipt of warehousing is made out.
* The period for which the goods are stored, if that has been fixed;
* The remuneration for storage;
* If the goods stored are insured, the amount of the insurance, the deadline for which the goods are insured and the name of the insurer.
* The warehouseman shall enter the same particular mentioned above in the carbon copy of the warehouse register.

#### Article 617

* The holder of the receipt of warehousing may require the warehouseman to divide the goods stored and to issue to him a separate receipt for each part, provided that the holder shall return the original receipt of warehousing to the warehouseman.
* The expenses for such divisions and for the issuance of the new receipt of warehousing specified under the preceding paragraph shall be borne by the holder.

#### Article 619

* The warehouseman shall not request the depositor to remove the goods before the expiration of the time agreed upon for the storage.
* If no time has been agreed upon for the storage, the warehouseman may, after six months have elapsed from the commencement of the custody, request at any time, the removal of the goods, provided that one month's previous notice is given to the depositor.

#### Article 621

* If, at the termination of the contract of warehousing, the depositor or holder of the receipt refuses or is unable to remove the goods deposited, the warehouseman may fix a reasonable deadline and request the depositor to remove the goods within such deadline.　If the goods are not removed within such deadline, the warehouseman may sell them by auction, and deduct from the proceeds of the sale the expenses of the auction and the storage charges, and the balance, if any, shall be delivered to the person entitled thereto.

### Section 16 –Carriage
#### Sub-section 1 General Provision
##### Article 622

* A carrier is a person who undertakes as a business to transport goods or passengers for freight.

##### Article 623 (later amended)
#### Sub-section 2 Carriage Of Goods
##### Article 624

* If required by the carrier, the sender shall make and issue to him a bill of transportation.
* A bill of transportation shall contain the following particulars and be signed by the sender:
* The name and address of the sender;
* The kind of goods sent, their quality and quantity, and the kind, number and marking of the packages;
* The place of destination;
* The name and address of the consignee;
* The place where and the time when the bill of transportation is made out.

##### Article 626

* The sender shall supply the carrier with the documents which are necessary for the transport of the goods or required by the tax officials and police authorities, and furnish the necessary information to that effect.

##### Article 627

* When a bill of lading has been supplied to the sender the facts concerning the carriage as between the carrier and the holder of the bill are determined by the tenor of the bill of lading.

##### Article 628

* Even though a bill of lading has been made out to a named consignee, it may be transferred by endorsement to another person, except endorsement is forbidden in the bill.

##### Article 629

* The delivery of the bill of lading to a person entitled to accepting the goods has the same effect, as regards the transfer of the ownership of the goods, as delivery of the goods themselves.

##### Article 630

* The consignee shall, on his requesting the delivery of goods, surrender the bill of lading.

##### Article 631

* If the goods are of such a nature as are likely to cause injury to persons or property, the sender shall declare their nature to the carrier before making the contract of carriage, failing which he shall be liable to make compensation for any injury caused thereby.

##### Article 632

* The goods shall be transported within the agreed time; in the absence of such agreement, custom shall rule; and in the absence of such agreement or custom, transportation shall be done within a reasonable time.
* In determining what a reasonable time is as mentioned in the preceding paragraph, the circumstances of each particular case shall be taken into consideration.

##### Article 633

* The carrier is not entitled to deviate from the instructions of the sender except in case of urgency, and provided that from the circumstances he can assume that the sender would approve of the deviation if he had knowledge of the state of affairs.

##### Article 634

* The carrier is liable for any loss, damage or delay in the delivery of the goods entrusted to him, except he can prove that the loss, damage or delay is due to force majeure, or to the nature of the goods, or to the negligence of the sender or of the consignee.

##### Article 635

* The carrier is liable for loss or damage due to apparent defects in packing, if he has accepted the goods for transportation without reservation.

##### Article 638

* In the case of loss, damage or delay, the damages shall be fixed in accordance with the value which the goods would have had at the destination and the time when delivery was due.
* The freight and other expenses which need not be paid in consequence of the loss of or damage to the goods transported shall be deducted from the amount of damages specified in the preceding paragraph.
* If the loss, damage or delay is due to the intentional acts or gross negligence of the carrier, the sender may also claim for other injuries, if any.

##### Article 639

* The carrier is not liable for the loss or damage of the moneys, valuable securities, jewelries or such other valuables, unless he is given notice of the nature and value of such goods when they are entrusted to him.
* If their value is declared the liability of the carrier is limited to such declared value.

##### Article 640

* Injuries in the case of delay in delivery shall not exceed the amount which could be claimed in case of the total loss of the goods.

##### Article 643

* The carrier shall notify the consignee as soon as the goods arrive.

##### Article 644

* After the goods have arrived at the destination, and the consignee has demanded delivery, the consignee acquires the rights of the sender arising from the contract of carriage.

##### Article 645

* The carrier is not entitled to the freight of goods which arc lost by force majeure during transportation. Whatever has been received for that purpose shall be returned.

##### Article 646

* If the carrier delivers the goods before payment of freight and other expenses, he remains liable to the preceding carriers for such part of the freight and other expenses as may still be due to them.

##### Article 647

* The carrier is entitled to retain such portion of the goods as may be necessary to secure payment of freight and other expenses.
* If the amount of the freight and other expenses be disputed, the consignee is entitled to ask for the delivery of the goods on lodging the amount in dispute.

##### Article 648

* The liability of the carrier ceases when the consignee has, without reservation, accepted the goods and paid the freight and other expenses.
* But this does not apply in the case of loss of or damage to the goods not easily discoverable, provided that notice of such loss or damage is given to the carrier within ten days after the goods accepted by the consignee.
* When the loss or damage has been fraudulently concealed by the carrier, or is due to the carrier's intentional acts or gross negligence, the carrier shall not take advantage of the two preceding paragraphs.

##### Article 649

* A statement in the bill of lading or other such document delivered by the carrier to the sender excluding or limiting the liability of the carrier is ineffective, unless it is proved that the sender has expressly agreed to such exclusion or limitation of liability.

##### Article 651

* The provisions of the preceding article shall apply, when delay of delivery is due to an action as to who is entitled to take delivery of the goods.

##### Article 652

* The carrier shall, after deducting from the proceeds of the auction the costs of auction, the freight and other expenses, deliver the remaining to the person entitled to it, or, if such person cannot be found, lodge it for such person's benefit.

##### Article 653

* If the goods were transported by several successive carriers, the last of them may exercise the rights described in Articles 647, 650 and 652 for the amounts due to them all for freight and other expenses.

#### Sub-section 3 Carriage Of Passengers
##### Article 655

* Luggage entrusted to the carrier in time shall be delivered on the arrival of the passenger.

##### Article 657

* Unless otherwise provided for under this part, the rights and obligation of the carrier for the luggage, which the passenger has entrusted to him, are governed by the provisions concerning Carriage of Goods, even though the carrier did not make a separate charge for it.

##### Article 659

* A statement in a ticket, receipt or other document delivered by the carrier to the passenger, excluding or limiting the liability of the carrier, is ineffective, unless it can be proved that the passenger expressly agreed to such exclusion or limitation of liability.

### Section 17 - Forwarding Agency
#### Article 660

* A forwarding agent is a person, who undertakes, as a business, to forward goods through carriers in his own name but on account of other persons, for remuneration.
* Unless otherwise provided in this Section, the provisions concerning Commission Agents shall apply mutatis mutandis to Forwarding Agency.

#### Article 662

* The forwarding agent is entitled to retain such portion of the goods, as may be necessary to secure payment of his remuneration and disbursements.

#### Article 663

* Unless otherwise provided for by contract, the forwarding agent may himself assume the transportation of the goods, in which case he has the same rights and obligations as a carrier.

#### Article 664

* If a fixed price for the whole of the transportation has been agreed upon, or if the forwarding agent has himself delivered to the sender a bill of lading, the forwarding agent is deemed to have himself assumed the transportation of the goods, in which case he is not entitled to remuneration.

#### Article 665

* The provisions of Articles 631, 635, 638, 639 and 640 shall apply mutatis mutandis to Forwarding Agency.

#### Article 666 (later amended)
### Section 18 - Partnership
#### Article 668

* The contributions of the partners and all other properties of the partnership are held in common by all the partners.

#### Article 669

* Unless otherwise agreed upon by the partners, a partner is not bound to provide an increase of the contribution which has been agreed upon, nor, if his contribution has been reduced by losses, to make good such losses.

#### Article 675

* Notwithstanding any stipulation to the contrary, a partner who has no right of management, is entitled to enquire at any time into the affairs of the partnership and its financial situation, and to examine its books.

#### Article 676

* Unless otherwise provided for by contract, the accounts of a partnership shall be settled and its profits be distributed at the end of each business year.

#### Article 677

* If the shares of the partners in the profits and losses are not specified, they are fixed in proportion to the value of the contribution of each partner.
* If only the share in profits or the share in losses is specified, the proportion is deemed to be applicable to both profits and losses.
* Unless otherwise provided for by contract, a member who contributed only his services does not share in the losses.

#### Article 678

* A partner is entitled to the reimbursement of the expenses which he has made for dealing the affairs of the partnership.
* Unless otherwise provided for by contract, he is not entitled to remuneration for dealing the affairs of the partnership.

#### Article 680

* The provisions of Articles 537 to 546 concerning Mandate shall apply mutatis mutandis to the dealing of the affairs of the partnership by its partners.

#### Article 681

* If the assets of the partnership are not sufficient to cover the liabilities, the partners are jointly liable for the deficit.

#### Article 682

* A partner is not entitled to demand the partition of the assets, until the liquidation of the partnership takes place.
* A debtor of the partnership who has a claim against one of the partners shall not offset it against a claim of the partnership against him.

#### Article 683

* A partner shall not transfer his share in the partnership to a third party, except it be to another partner.

#### Article 684

* So long as the partnership continues, a personal creditor of a partner shall not be subrogated in any of the rights of such partner against the partnership, except claims for dividends.

#### Article 688

* Exclusion of a partner may only take place for a good cause.
* The exclusion as specified in the preceding paragraph may be made only by the unanimous consent of the other members, and a notice of the fact shall be served on the excluded partner.

#### Article 689

* The settlement of the accounts between the withdrawing partner and the other partners shall be made on the basis of the financial situation of the partnership at the time of withdrawal.
* The share of the withdrawing member may be repaid in money, irrespective of the nature of his contribution.
* In regard to those affairs of the partnership not yet concluded at the time of withdrawal, accounts may be settled and profits and losses be distributed after the conclusion of such affairs.

#### Article 690

* A person who has withdrawn from a partnership continues to be liable in respect of the obligations incurred before his withdrawal.

#### Article 691

* No person may be introduced as a partner in a partnership that already exists, except by the unanimous consent of all the partners.
* A person who becomes a partner of such a partnership is liable in the same way as the other partners for all the obligations incurred prior to his entering it.

#### Article 692

* A partnership is dissolved in any of the following cases:
* When the duration of the partnership agreed upon has expired;
* When the partners unanimously decide to dissolve it;
* When the undertaking which forms its object is accomplished, or when it is impossible to accomplish it.

#### Article 693

* If, after the ending of the duration of the partnership, the partners continue its affairs, the partnership contract is deemed to continue for an indefinite period of time.

#### Article 694

* After dissolution of a partnership, the liquidation of its affairs is carried out either by all the partners jointly, or by liquidators appointed by them for that purpose.
* The decision appointing the aforesaid liquidators shall be made by a majority vote of all the partners.

#### Article 695

* When there are several persons acting as liquidators, the decisions concerning the liquidation shall be made by a majority vote.

#### Article 696

* In case one or more liquidators are appointed by the partnership contract from the partners, the provisions of Article 647 shall be applied.

#### Article 698

* If the assets of the partnership are not sufficient for reimbursing the contributions, the reimbursement shall be made pro rata, in proportion to the respective value of each contribution.

#### Article 699

* If there is a balance of assets remaining, after the payment of the debts and the return of contributions, it shall be divided among the partners, in the proportion in which they are entitled to the profits.

### Section 19 - Sleeping Partnership
#### Article 700

* A contract of sleeping partnership is a contract whereby one of the parties agrees to furnish a contribution to an enterprise managed by the other party, on the understanding that the former will share in the profits and losses of the enterprise.

#### Article 701

* In addition to the provisions of this Section, the provisions concerning Partnership shall apply mutatis mutandis to Sleeping Partnership.

#### Article 702

* On the contribution of the sleeping partner being handed over, the right over the same transfers to the active partner.

#### Article 703

* In respect to losses, the sleeping partner is liable only to the extent of his contribution.

#### Article 704

* The affairs of the sleeping partnership shall be exclusively managed by the active partner.
* No rights or obligations towards third parties shall accrue to the sleeping partner on account of transactions entered into by the active partner.

#### Article 705

* If a sleeping partner takes part in the management of the affairs of a sleeping partnership or declares that he takes part in it, does not deny of others' expression of his participation of the management, he becomes liable to third parties as an active partner, notwithstanding any agreement to the contrary.

#### Article 706

* Notwithstanding any agreement to the contrary, a sleeping partner may at the expiration of each business year, inspect the books of the partnership and make investigations as to its business and financial state.
* For vital reasons, the court may, on the application of a sleeping partner, authorize such sleeping partner to make, at any time inspections or investigations as specified in the preceding paragraph.

#### Article 707

* Unless otherwise provided for by contract, the active partner shall, at the expiration of each business year, take stock and find out the profits and losses made, and pay immediately to the sleeping partner the profits accrued to him.
* Unless otherwise agreed upon, profits which are accrued to the sleeping partner but have not yet been paid out shall not be considered as increases of his contribution.

#### Article 709

* In case of the termination of a sleeping partnership, the contribution of the sleeping partner shall be returned by the active partner together with the profit accruing to him. However, if the contribution is decreased by losses, only the balance shall be returned.

### Section 20 - Security Payable By An Assigned Person
#### Article 710

* A security payable by an assigned person is an instrument whereby a person directs another person to deliver to a third party money or valuable securities or other fungible things.
* Under the preceding paragraph, the person who directs is called the assignor; the person who is directed is called the assignee; and the person to whom presentation is made is called the payee.

#### Article 711

* When the assignee has notified the payee that he accepts to perform the order of payment, he is bound to perform it in accordance with the tenor of the order.
* In the case specified in the preceding paragraph, the assignee may only take such defenses as arises from the tenor of the order or from his legal relationship with the payee as valid defenses against the payee.

#### Article 712

* If a security payable by an assigned person is made by the assignor for the performance of a debt due to the payee, the debt is extinguished when prestation is made by the assignee.
* In the case specified in the preceding paragraph, the creditor who has accepted an order of payment shall not claim payment of the original debt from the assignor, except he has been unable to procure prestation of the order by the assignee within the time specified in the securities, or, if no time is specified, within a reasonable time.
* A creditor who is not willing to accept a security payable by an assigned person from his debtor shall notify the latter of his refusal without delay.

#### Article 713

* Even though the assignee is indebted to the assignor, he is not bound to accept the assignment of payment or to perform it. If he performs it, he is released from his debt to the assignor to the amount of his performance.

#### Article 714

* If the assignee refuses acceptance or performance of the security payable by an assigned person, the payee shall notify the assignor of the refusal without delay.

#### Article 715

* An assignor may revoke his security payable by an assigned person so long as the assignee has not notified the payee of his acceptance or performance of the order. Such revocation shall be made by an expression of intent to the assignee.
* The order is deemed to be revoked, if the assignor declares bankrupt before the acceptance or performance of the order by the assignee.

#### Article 716

* The payee may transfer the security payable by an assigned person to a third party, except the assignor has inserted in the securities itself that transfer is forbidden.
* The transfer specified in the preceding paragraph shall be made by endorsement.
* If the assignee accepts the assignment in favor of the transferee, he shall not take whatever resulting from his legal relationship with the payee as valid defenses against the transferee.

#### Article 717

* The claim of the payee or the transferee against the assignee who has accepted the security payable by an assigned person is extinguished by prescription, if not exercised within three years from date of acceptance.

#### Article 718

* In case securities has been lost, stolen or destroyed, the court may, on the application of the bearer, declare the order invalid by means of proceedings by public summons.

### Section 21 - Securities Payable To Bearer
#### Article 719

* A security payable to bearer is securities by which the bearer may claim from the maker a prestation according to the tenor thereof.

#### Article 720

* The maker of a security payable to bearer is bound to make the prestation to the person who presents it. However, he shall not make such prestation if he knows that the bearer is not entitled to dispose of the securities, or if he has been notified of the loss, stolen or destruction of the same.
* The maker is released from his obligation if he has performed according to the provisions of the preceding paragraph, even if the bearer was not entitled to dispose of the securities.

#### Article 721

* The maker of a security payable to bearer is bound by it towards bona fide bearers, even if it has been lost, or stolen by him, or has otherwise passed into circulation without his consent.
* A security payable to bearer does not lose its effect, even if the securities is issued after the maker has died or has lost his capacity to make juridical acts.

#### Article 723

* The bearer of a security payable to bearer is bound to surrender the securities to the maker on his requesting performance.
* When the maker has, in accordance with the previsions of the preceding paragraph, received back the said securities, he acquires the ownership of same, even if the bearer was not entitled to dispose of it.

#### Article 724

* If a security payable to bearer is damaged or defaced in such a way as to be no more fit for circulation, but its essential contents and distinctive marks are still recognizable, the bearer is entitled to request the maker to issue a new security payable to bearer on surrender of the old one.
* The costs of replacement are to be borne by the bearer, except in the case of banknotes or other currency notes, where the costs are to be borne by the maker.

#### Article 725

* In case a security payable to bearer has been lost, stolen or destroyed, the court may, on the application of the bearer, declare the securities invalid by means of proceedings by public summons.
* In the case provided for in the preceding paragraph, the maker is bound to give the bearer such information concerning the obligation as may be necessary for proceedings by public summons, and to supply him with whatever evidence that is necessary.

#### Article 726

* When a period for the presentation of a security payable to bearer has been fixed, if the court has, on the application of a person taking proceedings by public summons, ordered the stoppage of payment by the maker, the period of presentation is suspended.
* The suspension provided for in the preceding paragraph runs from the time of the application for the aforementioned order, and ends on the termination of the proceedings by public summons.

#### Article 727

* When the maker of a security payable to bearer has been notified of the loss, theft or destruction of for interest, annuity or dividends, if such securities are not presented for payment before the expiration of the period of prescription provided by law for periodical payments, the bearer who made the notification is entitled to claim from the maker the payment of the interest, annuity or dividends accruing to the said securities. However, this claim shall be extinguished by prescription after one year from the date of expiration of the prescription period.
* If, before the expiration of the prescription period, the securities are presented for payment by a third party, the maker shall notify the third party that payment has been stopped and shall defer payment until such third party and the person making the notification have come to an agreement, or until the case has been decided by a non-appeasable judgment of the court.

#### Article 728

* The provisions of the last sentence of paragraph I, Article 720, and of Article 725 do not apply to security payable to bearer which bear no interest but are payable at sight, except securities for interest, annuity and dividends.

### Section 22 - Annuity For Lifetime
#### Article 729

* A contract of annuity for lifetime is a contract whereby the parties agree that one of them shall make periodical payments in money to the other party or to a third party, during the lifetime of one or the other parties or of a third party.

#### Article 730

* Contract of annuity for lifetime shall be made in writing.

#### Article 731

* In a contract of annuity for lifetime, where there is a doubt as to its duration, the annuity for lifetime is presumed to be payable to the creditor during his lifetime.
* In case of doubt, the amount mentioned in the contract is presumed to be the amount to be paid annually.

#### Article 732

* Unless otherwise provided in the contract, an annuity for lifetime is payable quarterly in advance.
* If the person on whose life the annuity for lifetime depends, dies after a payment made in advance and before the expiration of the period for which the payment was made, the creditor is entitled to the whole amount advanced for that period.

#### Article 733

* When the death which terminated the annuity for lifetime is due to circumstances for which the debtor of the annuity for lifetime is responsible, the court may, on the application of the creditor or of his heirs, decide that the annuity for lifetime shall continue for a reasonable period of time.

#### Article 734

* Unless otherwise provided for by contract, the right to an annuity for lifetime shall not be transferred.

#### Article 735

* The provisions of the present title shall apply mutatis mutandis to the legacy of annuity for lifetimes.

### Section 23 - Compromise And Settlement
#### Article 736

* A compromise and settlement is a contract whereby the parties by making mutual concessions terminate an existing dispute or prevent the occurrence of a future dispute.

#### Article 737

* The effect of a compromise and settlement is to extinguish the rights abandoned by each party and to secure to each party those rights which are specified in the compromise and settlement.

#### Article 738

* A compromise and settlement shall not be revoked for mistake, except in any of the following cases:
* If the compromise and settlement is based on documents which are afterwards discovered to be forged or altered, provided that the forgery or alteration be such that the party concerned would not have agreed to compromise and settlement if he had known of the forgery or alteration.
* If the object of the compromise and settlement had been settled by a non-appealable judgment of the court, of which the parties or one of them had no knowledge at the time of the compromise and settlement.
* If one of the parties was acting under a mistake as to the qualification of the other party or as to the point in dispute, which was essential in the case.

### Section 24 - Guaranty
#### Article 739

* A guaranty is a contract whereby the parties agree that one of them shall be bound to satisfy the obligation, when the debtor of the other party fails to perform same.

#### Article 740

* Unless otherwise provided by the contract, the guaranty shall include the interest on the principal debt, the penalty, the compensation for the injury, and other accessory charges.

#### Article 741

* In case the liability of the guarantor is heavier than that of the principal debtor, it shall be reduced to the level of the principal debt.

#### Article 742

* The guarantor is entitled to take any defense that is open to the principal debtor as a valid defense.
* He may still take such defenses as valid defenses even if they are waived by the principal debtor.

#### Article 744

* If the principal debtor has the right of revoking the juridical act upon which the debt is founded, the guarantor is entitled to refuse to perform the obligation.

#### Article 745

* A guarantor may refuse performance to the creditor, so long as the creditor has not filed proceedings for compulsory execution, against the property of the principal debtor, without results.

#### Article 747

* A claim for performance and other acts which interrupt prescription made against the principal debtor operates against the guarantor.

#### Article 748

* Unless otherwise agreed upon by the contract, when several persons act as guarantors for one and the same debt, they are joint-guarantors for the said debt.

#### Article 750

* If the guarantor has assumed the guaranty by reason of a mandate of the principal debtor, the guarantor may request the principal debtor to procure his discharge from the guaranty under any of the following cases:
* If the property of the principal debtor has obviously decreased.
* If, after the conclusion of the contract of guaranty claims for performance against the principal debtor have become difficult on account of change of his domicile, or his business office, or his residence.
* If the principal debtor is in default.
* If the creditor has obtained a non-appealable judgment entitling him to compel the guarantor to perform.
* If the principal obligation is not yet due, the principal debtor may give security to the guarantor instead of discharge of obligation of guaranty.

#### Article 751

* If the creditor waives the rights in rem on which his claim is secured, the guarantor is released from his obligation to the extent of the rights which have been waived.

#### Article 752

* If the guaranty has been given for a definite period of time, the guarantor is released from his obligations, if within such period the creditor fails to enter judicial proceedings against the guarantor.

#### Article 753

* If the guaranty is given for an indefinite period of time, the guarantor may, after the maturity of the principal debt, fix a reasonable period of not less than one month and request the creditor to enter judicial proceedings against the principal debtor within such period.
* If the creditor fails to enter judicial proceedings against the principal debtor within the period specified in the preceding paragraph, the guarantor is released from his obligation.

#### Article 754

* If guaranty is given for a series of obligations and for an indefinite period of time, the guarantor may at any time terminate the contract by giving notice to the creditor.
* In the case of the preceding paragraph, the guarantor is not liable for the obligations incurred by the principal debtor after the notice has reached the creditor.

#### Article 755

* If guaranty has been given for an obligation which is to be performed at a definite time and the creditor grants to the principal debtor an extension of time, the guarantor is released from his obligation, unless he has agreed to the extension.

#### Article 756

* A person who gives a mandate to another to provide credit to a third party in the name and on the account of such other person is liable to the mandatory as a guarantor for the obligation of the third party arising from the providing of the credit.

### Section 24-1 – Employment Guaranty (1999-04-21)
#### Article 756-9 (later added)

* ↑ "Civil Code: Legislative History". Laws & Regulations Database of The Republic of China. Ministry of Justice (Taiwan). 2016-07-15. Retrieved 2016-07-28.
* ↑ "Civil Code Part II Obligations: Chapter Content". Laws & Regulations Database of The Republic of China. Ministry of Justice (Taiwan). 2016-07-15. Retrieved 2016-07-28.