brunnolou/swiss-code-of-obligations huggingface dataset:
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
A. Conclusion of the contract
I. Mutual expression of intent
1. In general

Art. 1

1 The conclusion of a contract requires a mutual expression of intent by the parties.

2 The expression of intent may be express or implied.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
A. Conclusion of the contract
I. Mutual expression of intent
2. Secondary terms

Art. 2

1 Where the parties have agreed on all the essential terms, it is presumed that the contract will be binding notwithstanding any reservation on secondary terms.

2 In the event of failure to reach agreement on such secondary terms, the court must determine them with due regard to the nature of the transaction.

3 The foregoing is subject to the provisions governing the form of contracts.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
A. Conclusion of the contract
II. Offer and acceptance
1. Offer subject to time limit

Art. 3

1 A person who offers to enter into a contract with another person and sets a time limit for acceptance is bound by his offer until the time limit expires.

2 He is no longer bound if no acceptance has reached him on expiry of the time limit.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
A. Conclusion of the contract
II. Offer and acceptance
2. Offer without time limit
a. In the parties’ presence

Art. 4

1 Where an offer is made in the offeree’s presence and no time limit for acceptance is set, it is no longer binding on the offeror unless the offeree accepts it immediately.

2 Contracts concluded by telephone are deemed to have been concluded in the parties’ presence where they or their agents communicated in person.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
A. Conclusion of the contract
II. Offer and acceptance
2. Offer without time limit
b. In the parties’ absence

Art. 5

1 Where an offer is made in the offeree’s absence and no time limit for acceptance is set, it remains binding on the offeror until such time as he might expect a reply sent duly and promptly to reach him.

2 He may assume that his offer has been promptly received.

3 Where an acceptance sent duly and promptly is late in reaching the offeror and he does not wish to be bound by his offer, he must immediately inform the offeree.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
A. Conclusion of the contract
II. Offer and acceptance
3. Implied acceptance

Art. 6

Where the particular nature of the transaction or the circumstances are such that express acceptance cannot reasonably be expected, the contract is deemed to have been concluded if the offer is not rejected within a reasonable time.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
A. Conclusion of the contract
II. Offer and acceptance
3a. Unsolicited goods

Art. 6a2

1 The sending of unsolicited goods does not constitute an offer.

2 The recipient is not obliged to return or keep such goods.

3 Where unsolicited goods have obviously been sent in error, the recipient must inform the sender.

[2](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e148) Inserted by No I of the FA of 5 Oct. 1990, in force since 1 July 1991 ([AS **1991** 846](eli/oc/1991/846%5F846%5F846/en);[BBl **1986** II 354](eli/fga/1986/2%5F354%5F360%5F231/en)).
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
A. Conclusion of the contract
II. Offer and acceptance
4. Non-binding offer, announcement of prices, display

Art. 7

1 An offeror is not bound by his offer if he has made express declaration to that effect or such a reservation arises from the circumstances or from the particular nature of the transaction.

2 The sending of tariffs, price lists and the like does not constitute an offer.

3 By contrast, the display of merchandise with an indication of its price does generally constitute an offer.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
A. Conclusion of the contract
II. Offer and acceptance
5. Publicly promised remuneration

Art. 8

1 A person who publicly promises remuneration or a reward in exchange for the performance of an act must pay in accordance with his promise.

2 If he withdraws his promise before performance has been made, he must reimburse any person incurring expenditure in good faith on account of the promise up to the maximum amount promised unless he can prove that such person could not have provided the performance in question.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
A. Conclusion of the contract
II. Offer and acceptance
6. Withdrawal of offer and acceptance

Art. 9

1 An offer is deemed not to have been made if its withdrawal reaches the offeree before or at the same time as the offer itself or, where it arrives subsequently, if it is communicated to the offeree before he becomes aware of the offer.

2 The same applies to a withdrawal of an acceptance.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
A. Conclusion of the contract
III. Entry into effect of a contract concluded in the parties’ absence

Art. 10

1 A contract concluded in the parties’ absence takes effect from the time acceptance is sent.

2 Where express acceptance is not required, the contract takes effect from the time the offer is received.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
B. Form of contracts
I. Formal requirements and significance in general

Art. 11

1 The validity of a contract is not subject to compliance with any particular form unless a particular form is prescribed by law.

2 In the absence of any provision to the contrary on the significance and effect of formal requirements prescribed by law, the contract is valid only if such requirements are satisfied.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
B. Form of contracts
II. Written form
1. Form required by law
a. Scope

Art. 12

Where the law requires that a contract be done in writing, the requirement also applies to any amendment to the contract with the exception of supplementary collateral clauses that do not conflict with the original document.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
B. Form of contracts
II. Written form
1. Form required by law
b. Effect

Art. 13

1 A contract required by law to be in writing must be signed by all persons on whom it imposes obligations.

2 ...[3](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e270) 

[3](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e270) Repealed by Annex No 2 to the FA of 19 Dec. 2003 on Electronic Signatures, with effect from 1 Jan. 2005 ([AS **2004** 5085](eli/oc/2004/788/en);[BBl **2001** 5679](eli/fga/2001/889/en)).
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
B. Form of contracts
II. Written form
1. Form required by law
c. Signature

Art. 14

1 Signatures must be appended by hand by the parties to the contract.

2 A signature reproduced by mechanical means is recognised as sufficient only where such reproduction is customarily permitted, and in particular in the case of signatures on large numbers of issued securities.

2bis An authenticated electronic signature combined with an authenticated time stamp within the meaning of the Federal Act of 18 March 2016[4](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e301) on Electronic Signatures is deemed equivalent to a handwritten signature, subject to any statutory or contractual provision to the contrary.[5](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e310) 

3 The signature of a blind person is binding only if it has been duly certified or if it is proved that he was aware of the terms of the document at the time of signing.

[4](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e301) [SR **943.03**](eli/cc/2016/752/en) 

[5](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e310) Inserted by Annex No 2 to the FA of 19 Dec. 2003 on Electronic Signatures ([AS **2004** 5085](eli/oc/2004/788/en);[BBl **2001** 5679](eli/fga/2001/889/en)). Amended by Annex No II 4 of the FA of 18 March 2016 on Electronic Signatures, in force since 1 Jan. 2017 ([AS **2016** 4651](eli/oc/2016/752/en);[BBl **2014** 1001](eli/fga/2014/171/en)).
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
B. Form of contracts
II. Written form
1. Form required by law
d. Mark in lieu of signature

Art. 15

Subject to the provisions relating to bills of exchange, any person unable to sign may make a duly certified mark by hand or give a certified declaration in lieu of a signature.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
B. Form of contracts
II. Written form
2. Form stipulated by contract

Art. 16

1 Where the parties agree to make a contract subject to formal requirements not prescribed by law, it is presumed that the parties do not wish to assume obligations until such time as those requirements are satisfied.

2 Where the parties stipulate a written form without elaborating further, the provisions governing the written form as required by law apply to satisfaction of that requirement.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
C. Cause of obligation

Art. 17

An acknowledgment of debt is valid even if it does not state the cause of the obligation.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
D. Interpretation of contracts, simulation

Art. 18

1 When assessing the form and terms of a contract, the true and common intention of the parties must be ascertained without dwelling on any inexact expressions or designations they may have used either in error or by way of disguising the true nature of the agreement.

2 A debtor may not plead simulation as a defence against a third party who has become his creditor in reliance on a written acknowledgment of debt.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
E. Terms of the contract
I. Definition of terms

Art. 19

1 The terms of a contract may be freely determined within the limits of the law.

2 Clauses that deviate from those prescribed by law are admissible only where the law does not prescribe mandatory forms of wording or where deviation from the legally prescribed terms would contravene public policy, morality or rights of personal privacy.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
E. Terms of the contract
II. Nullity

Art. 20

1 A contract is void if its terms are impossible, unlawful or immoral.

2 However, where the defect pertains only to certain terms of a contract, those terms alone are void unless there is cause to assume that the contract would not have been concluded without them.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
E. Terms of the contract
III. Unfair advantage

Art. 21

1 Where there is a clear discrepancy between performance and consideration under a contract concluded as a result of one party’s exploitation of the other’s straitened circumstances, inexperience or thoughtlessness, the person suffering damage may declare within one year that he will not honour the contract and demand restitution of any performance already made.

2 The one-year period commences on conclusion of the contract.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
E. Terms of the contract
IV. Agreement to conclude a contract

Art. 22

1 Parties may reach a binding agreement to enter into a contract at a later date.

2 Where in the interests of the parties the law makes the validity of a contract conditional on observance of a particular form, the same applies to the agreement to conclude a contract.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
F. Defect in consent
I. Error
1. Effect

Art. 23

A party labouring under a fundamental error when entering into a contract is not bound by that contract.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
F. Defect in consent
I. Error
2. Cases of mistake

Art. 24

1 An error is fundamental in the following cases in particular:

1.

 where the party acting in error intended to conclude a contract different from that to which he consented;

2.

 where the party acting in error has concluded a contract relating to a subject matter other than the subject matter he intended or, where the contract relates to a specific person, to a person other than the one he intended;

3.

 where the party acting in error has promised to make a significantly greater performance or has accepted a promise of a significantly lesser consideration than he actually intended;

4.

 where the error relates to specific facts which the party acting in error considered in good faith to be a necessary basis for the contract.

2 However, where the error relates solely to the reason for concluding the contract, it is not fundamental.

3 Calculation errors do not render a contract any less binding, but must be corrected.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
F. Defect in consent
I. Error
3. Invoking error contrary to good faith

Art. 25

1 A person may not invoke error in a manner contrary to good faith.

2 In particular, the party acting in error remains bound by the contract he intended to conclude, provided the other party accepts that contract.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
F. Defect in consent
I. Error
4. Error by negligence

Art. 26

1 A party acting in error and invoking that error to repudiate a contract is liable for any damage arising from the nullity of the agreement where the error is attributable to his own negligence, unless the other party knew or should have known of the error.

2 In the interests of equity, the court may award further damages to the person suffering damage.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
F. Defect in consent
I. Error
5. Incorrect intermediation

Art. 27

Where an offer to enter into a contract or the acceptance of that offer has been incorrectly communicated by a messenger or other intermediary, the provisions governing error apply _mutatis mutandis_.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
F. Defect in consent
II. Fraud

Art. 28

1 A party induced to enter into a contract by the fraud of the other party is not bound by it even if his error is not fundamental.

2 A party who is the victim of fraud by a third party remains bound by the contract unless the other party knew or should have known of the fraud at the time the contract was concluded.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
F. Defect in consent
III. Duress
1. Consent to contract

Art. 29

1 Where a party has entered into a contract under duress from the other party or a third party, he is not bound by that contract.

2 Where the duress originates from a third party and the other party neither knew nor should have known of it, a party under duress who wishes to be released from the contract must pay compensation to the other party where equity so requires.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
F. Defect in consent
III. Duress
2. Definition of duress

Art. 30

1 A party is under duress if, in the circumstances, he has good cause to believe that there is imminent and substantial risk to his own life, limb, reputation or property or to those of a person close to him.

2 The fear that another person might enforce a legitimate claim is taken into consideration only where the straitened circumstances of the party under duress have been exploited in order to extort excessive benefits from him.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
F. Defect in consent
IV. Defect of consent negated by ratification of the contract

Art. 31

1 Where the party acting under error, fraud or duress neither declares to the other party that he intends not to honour the contract nor seeks restitution for the performance made within one year, the contract is deemed to have been ratified.

2 The one-year period runs from the time that the error or the fraud was discovered or from the time that the duress ended.

3 The ratification of a contract made voidable by duress or fraud does not automatically exclude the right to claim damages.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
G. Agency
I. With authorisation
1. In general
a. Effect of agency

Art. 32

1 The rights and obligations arising from a contract made by an agent in the name of another person accrue to the person represented, and not to the agent.

2 Where the agent did not make himself known as such when making the contract, the rights and obligations arising therefrom accrue directly to the person represented only if the other party must have inferred the agency relationship from the circumstances or did not care with whom the contract was made.

3 Where this is not the case, the claim must be assigned or the debt assumed in accordance with the principles governing such measures.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
G. Agency
I. With authorisation
1. In general
b. Scope of authority

Art. 33

1 Where authority to act on behalf of another stems from relationships established under public law, it is governed by the public law provisions of the Confederation or the cantons.

2 Where such authority is conferred by means of the transaction itself, its scope is determined by that transaction.

3 Where a principal grants such authority to a third party and informs the latter thereof, the scope of the authority conferred on the third party is determined according to wording of the communication made to him.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
G. Agency
I. With authorisation
2. Authority arising from a transaction
a. Restriction and revocation

Art. 34

1 A principal authorising another to act on his behalf by means of a transaction may restrict or revoke such authority at any time without prejudice to any rights acquired by those involved under existing legal relationships, such as an individual contract of employment, a partnership agreement or a mandate.[6](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e622) 

2 Any advance waiver of this right by the principal is void.

3 Where the represented party has expressly or de facto announced the authority he has conferred, he may not invoke its total or partial revocation against a third party acting in good faith unless he has likewise announced such revocation.

[6](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e622) Amended by No II Art. 1 No 1 of the FA of 25 June 1971, in force since 1 Jan. 1972 ([AS **1971** 1465](eli/oc/1971/1465%5F1461%5F1461/en);[BBl **1967** II 241](eli/fga/1967/2%5F241%5F249%5F177/en)). See also the Final and Transitional Provisions of Title X, at the end of this Code.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
G. Agency
I. With authorisation
2. Authority arising from a transaction
b. Effect of death, incapacity, etc.

Art. 35

1 The authority conferred by means of a transaction is extinguished on the loss of capacity to act, bankruptcy, death, or declaration of presumed death of the principal or the agent, unless the contrary has been agreed or is implied by the nature of the transaction.[7](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e654) 

2 The same applies on the dissolution of a legal entity or a company or partnership entered in the commercial register.

3 The mutual personal rights of the parties are unaffected.

[7](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e654) Amended by Annex No 10 of the FA of 19 Dec. 2008 (Adult Protection, Law of Persons and Law of Children), in force since 1 Jan. 2013 ([AS **2011** 725](eli/oc/2011/114/en);[BBl **2006** 7001](eli/fga/2006/899/en)).
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
G. Agency
I. With authorisation
2. Authority arising from a transaction
c. Return of the instrument conferring authority

Art. 36

1 Where an agent has been issued with an instrument setting out his authority, he must return it or deposit it with the court when that authority has ended.

2 Where the principal or his legal successors have omitted to insist on the return of such instrument, they are liable to bona fide third parties for any damage arising from that omission.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
G. Agency
I. With authorisation
2. Authority arising from a transaction
d. Time from which end of authority takes effect

Art. 37

1 Until such time as an agent becomes aware that his authority has ended, his actions continue to give rise to rights and obligations on the part of the principal or the latter’s legal successors as if the agent's authority still existed.

2 This does not apply in cases in which the third party is aware that the agent’s authority has ended.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
G. Agency
II. Without authority
1. Ratification

Art. 38

1 Where a person without authority enters into a contract on behalf of a third party, rights and obligations do not accrue to the latter unless he ratifies the contract.

2 The other party has the right to request that the represented party ratify the contract within a reasonable time, failing which he is no longer bound by it.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
G. Agency
II. Without authority
2. Failure to ratify

Art. 39

1 Where ratification is expressly or implicitly refused, action may be brought against the person who acted as agent for compensation in respect of any damage caused by the extinction of the contract unless he can prove that the other party knew or should have known that he lacked the proper authority.

2 Where the agent is at fault, the court may order him to pay further damages on grounds of equity.

3 In all cases, claims for unjust enrichment are reserved.
Division One: General Provisions
Title One: Creation of Obligations
Section One: Obligations arising by Contract
G. Agency
III. Reservation of special provisions

Art. 40

The special provisions governing the authority of agents and governing bodies of companies and partnerships and of registered and other authorised agents are unaffected.