CAP. 149. 
CYPRUS 
CONTRACT 
CHAPTER 149 OF THE LAWS 
1959 EDITION 
PRINTED BY 
C. F. ROWORTH LIMITED, 54, GRAFTON WAY, LONDON, W.1. 
[Appointed by the Government of Cyprus the Government Printers of this Edition 
oj Laws within, the meaning of the Evidence (Colonial Stntufes) Act. 1907.1 
1959 
C.--14B 1 
2 CAP. 149., 
CHAPTER 149. 
CONTRACT 
ARRANGEMENT OF SECTIONS. 
PART I. 
PRELIMINARY . 
Section 
.. .. .. .. .. 1 Short title . . .. .. 
2 General rule ijf construction of Law .. .. .. .. 
PART 11. 
REVOCATION OF PROPOSALS. OF THE C,OMMUNlCATION, ACCEPTANCE AN 11 
3 Communication, acceptance and revocation of proposals . . 
4 Communication, when complete . . .. .. .. .. 
.i l<evocation of proposals and acceptances .... .. .. 
b Revocation, how made . . .. 
7 Acceptance must be absolute . . .. .. 
r; 
c) Promises, express and implied .. .. .. .. 
:\cceptance by- performing conditions I )r receiving consideration .. 
.. 
.. 
.. 
.. 
.. 
.. 
.. 
10 
11 
12 
13 
14 
15 
1 f> 
15 
1H 
10 I'XRT 111. 
01; C'ONTH.\C'l'S, VOIDABLE COS1'lihC''IS AND YOID 
.~C;HEEhll'h"l'S 
b,'hat. agreements arr contracts . . .. .. .. .. .. 
C apacity to contract .. .. .. .. .. .. 
What is a sound mind for the purpost.s of contracting . . .. ,. 
" Consent " defined .. .. .. .. .. .. 
" Free wnsent " defincil .. .. .. 
" ('oercion " defined . .. .. 
" Undue infiuence " cI4necl . . .. .. 
*' Fraud " defined . . .. .. .. .. 
" Misrepreseiitatioii ' tlefined .. .. .. .. .. .. 
Voidability of agreeinerit witllout free consent . . .. .. .. .... 
20 
21 I'ower to set aside contract induced by undue influencr 
Agreement void where both parties are under mistake as to mattrr 
of fact and effect of mistake as to law .... .. .. .. 
22 
23 Contract caused by mistake of one party as to matter t)f fact . . 
What consideration and objects are unlawful ant1 what not . . 
void AgYt?t?,tbt.)ZlS. 
24 
'5 .\greements void if considerations ant1 objects unlawful in part 
Agreement without consideration, void unless it is in whiting, elc 
26 Agreements in restraint of marriage void .... .. .. 
27 Agreements in restraint of trade void. savings . . .. 
20 Agreements void for uncertainty . . .. .. 28 Agreements in restraint of legal proceedings void. Saving 
.. .. .. 30 Agreements by way of wager void .... .. 
3 
_- ___- CONTHAC’I‘. [CAP. 149. _~_________ ____- 
PART IV. 
OF CONTIXGENT CONTRACTS. 
Seclzon 
31 
32 
33 
34 
35 
36 
37 
38 
39 
40 
41 
42 
43 
44 
45 
46 
47 
4n 
49 
50 
51 
52 
53 
54 
55 
56 
57 
58 
59 
60 
61 .. .. ‘’ Contingent contract ” defined . . .. .. 
Enforcement of contracts contingent on an event happening . . 
Enforcement of contracts contingent on an event not happening 
When contingency is the future conduct of a living person . . 
Agreement contingent on impossible event void . . . . .. 
PART V. 
OF THE PERFORMANCE OF CONTRACTS. 
Contracts which must be performed. 
.. .. .. Obligation of parties to contracts . . .. 
When promises binding on representatives of promisors 
Effect of refusal to accept offer of perfomance . . .. .. 
Effect of refusal of party to perform promise wholly 
l’erson by whom promise is to be performed . . .. .. 
Effect of accepting performance from third person . . .. 
Devolution of joint liabilities . . .. 
Effect of release of one joint promisor . . .. .. .. 
Devolution of joint rights . . .. .. 
. . t. 
By whom Contracts midst be performed. 
.. .. .. 
Any one of joint promisors may be compelled to perform. Saving 
.. .. .. .. .. 
.. 
.. 
.. 
.. 
,. 
.. 
.. 
.. 
.. 
.. 
.. 
.. 
Time and Place for Performance. 
Time for performance of promise where no applications is to be made 
’Time and place of performance of promise where time is specified and 
Application of performance on certain day to be at proper time and 
Place for performance of promise where no application is be made and 
Performance in manner or at time prescribed or sanctioned by promise 
Perforrrrance of Reciprocal Promises. 
Promisor not bound to perform, unless reciprocal promisee ready and and notioe is specified . . .. .. .. .. .. .. 
no application to be made .. .. .. .. .. .. 
place .. .. .. .. .. .. .. .. .. 
no place fixed for performance . . .. .. .. .. .. 
willing to perform . . .. .. .. .. .. .. .. 
Order of performance of reciprocal proniises . . .. .. .. 
in contract consisting of reciprocal promises . . .. .. .. Liability of party preventing event on which contract is to take effect 
Effect of default as to that promise which should be first perfornied 
Effect of failure to perform at fixed time, in contract in which time is 
essential . . .. .. .. .. .. . .. .. .. 
Agreement to do impossible act . , .. .. .. .. .. 
Alternative promise. one branch being illegal . . .. .. .. lieciprocal promise to do things legal and also other things illegal . . 
A ppvopriation of Payments. 
Application of payment where debt to be discharged is indicated . 
Application of payment where debts to be discharged not indicated . 
Appropriation of paymcmt where neither party appropriates . . 
ad%\ Page 
17 
17 
17 17 17 
18 
18 
18 
18 
19 
19 
19 
19 
19 
20 
2 
0 
20 
20 
20 
21 
21 
21 
21 
21 
21 
22 
22 
22 
22 
2.3 
23 
4 CAP. 149.1 CONTRACT. 
-- -__-. -~ __.__ ._____ 
Contracts which med not be Pevforrtted. 
St.Cll0 I1 Page 
62 Effect of novation. rescission and alteration of contract .. 23 
23 
04 Consequences of rescission of voidable contract . . .. .. . . 23 
65 
or contract that beconies void . . .. .. .~ .. . . 23 
00 Mode of communicating or revoking rescission of voidable contract . . 23 
67 63 Promisee may tclispense with or renut performance tkf contract 
Obligation of person who has received advantage under void agreement 
Effect of neglect of promise to afford promisor reasonable facilities for 
PART VI. 
OF CERTAIN RELATIONS RESEMBLING 'IHQSE: CREATED 13Y 
CONTRACT. performance .. .. .. .. .. .. .. . . 24 
68 
69 Claim for necessaries supplied to person incapable of contracting, or 
on his account . . .. .. .. .. .. .. .. 
Reimbursement of person paying money due by another in payment 
of which he is interested .... .. .. .. .. .. 
70 Obligation of person enjoying benefit of non-gratuitous act . . .. 
71 Responsibility of finder of goods . . .. .. .. .. .. 
72 Liability of person to whom money is paid, or thing delivered, by 
mistake or under coercion .... .. .. .. .. .. 
PART VII. 
OF 'rm C.ONSEQUENCES or2 BREACH OF CONTRACT. 
Saving . . .. .. .. .. .. .. .. .. 73 
51 Compensation for breach of contract where penalty stipulated for. 
75 Party rightfully rescinding contract entitled to compensation .... ('ompensation for loss or damage caused by breach of contract .. 
PART \'Ill. 
OF SPECIFIC mrworw\iwx OF CONTRACTS. 
76 Specific performance of contracts and requisites thereof. Saving . . 
77 Requirements for leases and contracts made in consideratiun of marriage 
PART X. 
OF BONDS IN CUSTOBIAKY FORM. 
'' Bond in Customary form ", " Debtor " and "Creditor " defined, and 
essentials of bond .... .. .. .. .. .. .. 
79 Bond secured by guarantee, pledge or mortgage . . .. .. .. 
80 Conclusiveness of contents of bod .. .. .. .. .. 
81 Saving .. .. _. .. .... .. .. .. .. 78 
82 
83 
84 
85 
86 
87 
88 
89 
90 PART XI. 
OW INDEMNITY AND GUAIIANTEE. 
.. Contract of indemnity " defined .... .. .. .. .. 
Right of indemnity-holder when sued . . .. .. ,. .. 
Consideration for guarantee .. .. .. .. .. 
Surety's liability . . .. .. .. .. .. .. .. 
" Continuing guarantee " . . .. .. .. .. .. .. 
Revocation of continuing guarantee .. .. .. .. 
Revocation of continuing guarantee by surety's death . . .. .. '' Contract of guarantee," " surety" '' principal debtor " and 'I creditor '* 
Liability of two persons primarily liable, not affected by arrangement 
between them that one shall be surety on other's default . . a* 24 
24 
24 
24 
24 
24 
25 
25 
20 
2b 
27 
27 
27 
27 
28 
28 
28 
28 
29 
29 
L9 
29 
29 
CONTRACT. 5 
Section 
91 
92 
93 
94 
95 
96 
97 
98 
99 
100 
101 
102 
103 
104 
105 
106 
107 
108 
109 
110 
111 
112 
113 
114 
115 
116 
117 
11s 
119 
120 
121 
122 
123 
124 
125 
126 
127 
I28 
129 
130 
131 Discharge of surety by variance of terms of contract 
Discharge of surety by release or discharge of principal debtor . . .. 
.. 
Discharge of surety when creditor compounds with, gives time to, or 
Surety not discharged when agreement made with third person to give agrees not to sue principal debtor . . .. .. .. 
time to principal debtor . . .. .. .. .. .. .. 
C.reditorAforbearance to sue does not discharge surety . . .. .. 
Release of one co-surety does not discharge others . . .. .. 
eventual remedy . . .. .. .. .. .. .. .. 
Rights of surety on payment or performance . . .. .. .. 
Surety's right to benefit of creditor's securities. Saving . . .. 
Guarantee obtained by misrepresentation invalid .. .. .. 
Guarantee obtained by concealment invalid . . .. .. .. 
joins . . .. .. .. .. .. .. .. .. .. 
Implied promise to indemnify surety . . .. .. .. .. 
Co-surety liable to contribute equally . . .. .. .. 
Liability of co-sureties bound on different sums .. .. I. Discharge of surety by creditor's act or omission impairing surety's 
Guarantee on contract that creditor shall not act tm it until co-surety 
PART XII. 
OF BAILMENT. 
" Goods," '* company " '' bailment," " bailor," and " bailee " defined 
Delivery to bailee, how made . . .. .. .. .. .. 
Bailor's duty to disclose faults in goods bailed . . .. .. ". 
Care to be taken by bailee . . .. .. .. .. .. 
Bailee when not liable for loss, etc., of thing bailed . . .. .. 
Liability of bailee making unauthorized use of goods bailed Termination of bailment by bailee's act inconsistent with conditions . . 
Effect of mixture. with bailee's consent, of his goods with bailee's . ~ 
Effect of mixture, without bailor's consent, when the goods can be 
Effect of mixture, without bailor's consent, when the goods cannot be . . .. 
separated . . .. .. .. "... .. .. .. .. 
separated . . .. .. .. .. .. .. .. .. 
Repayment by bailor of necessary expenses . . .. .. .. 
Restoration of goods lent gratuitously . . .. .. ,. .. 
Bailee's responsibility when goods are not duly returned 
Termination of gratuitous bailment by death . . ". .. .. 
Bailor entitled to interest or profit from goods bailed . . . .. .. 
Bailor's responsibility to bailee . . .. .. ~. .. ". 
Bailment by several owners . . . ~ ~. L. .. ~. .. 
Bailee not responsible on redelivery to bailor without title 
Right of third person claiming goods bailed . I. "~ ." 
Right of finder of goods ; may sue lor specific reward offered ~. .. 
When finder of thing commonly on sale may sell it ". .. .L 
Bailee's particular lien . . .. .. .. .. .. .. 
General liens of bankers, factors and wharfingers .. I. ~. 
Bailments of Pledgcs. 
'I Pledge '' pawnor '' ana " pawnee ", defined . . . . .. .. 
Pawnee's right of retainer . . ~. .. .. .. "* .. Return of goods bailed on expiration of time or accomplishment of 
purpose . . ~. .. .. .. ." .. .. .. 
. . .. 
. . ~" Page 
20 
29 
30 
30 
30 
30 
30 
30 
30 
31 
31 
31 
31 
31 
31 
32 
32 
3 2 
32 
32 
3.3 
33 
33 
33 
33 
33 
34 
3,: 
3d 
34 
34 
34 
34 
34 
34 
35 
35 
35 
35 
35 
CAP. 149.1 CONTRA CT 
Sectaon 
132 
133 
134 
135 
136 
137 
138 
139 
140 
141 
142 
143 
144 
145 
146 147 
148 
149 
150 
151 
152 
153 
154 
155 
156 
157 
158 
159 
160 
161 
162 
163 
164 
165 
lb Pawnee not to retain debt or promise other than that for which goods pledged. I’resumptlon in case of subsequent advances . . .. 
Pawnee’s right as to extraordinary expenses incurred . . .. .. 
Pawnee’s right where pawnor makes default . . .. .. .. 
Defaulting pawnor‘s right to redeem . . .. 
Pledge where pawnor has only a limited interest . . . . .. .. .. .. .. 
Pledge by possessor of goods, or of documentary title to goods 
Requirements for a pledge of bills of exchange, promisory notes etc., 
Pawnee‘s right where pawnor makes default in contract of pledge made . . 
.. .. .. orshares . . .. .. .. .. .. 
with last preceding section . . .. .. .. .. 
Lt-gal Proceedings by Bailees or Bailors against 12’rong-doers 
Legal proceedings by bailor or bailee against wrong-doer 
Apportionment of relief or compensation obtained by such . . 
.. .. .. .. .. proceedings . . . . .. 
PART XIII. 
AGENCY. 
Appointment and Aiithority of Agents. 
“ Agent ” and “ principal ” defined .. .. .. .. 
Who may employ agent . . .. .. .. .. .. 
Who may be agent . . .. .. .. .. .. .. 
Consideration not necessary. . . . .. .. .. .. 
Agent’s authority may be expressed or implied . . .. .. 
Definitions of express and implied authority . . .. .. 
Extent of agent‘s authority . . . . .. .. .. .. 
Agent’s authority in an emergency .. .. .. .. 
When agent cannot delegate .. .. .. .. .. 
’‘ Subagent ” defined .. .. .. .. .. .. 
Agent’s responsibility for sub-agent . . .. .“ .. 
Sub-agent’s responsibility . . .. .. .. .. .. Sub-agents. 
Representation of principal by sub-agent properly appointed . . 
Agent’s responsibility for sub-agent appointed without authority .. 
.. 
legal 
.. 
.. 
.. 
.. 
.. 
.. 
.. 
.. 
.. 
.. 
.. 
.. 
.. 
.. 
.. 
Relation between principal and person duly appointed by agent to act 
in business of agency . . .. .. .. .. .. .. 
.. .. Agent’s duty in naming such person . . .. .. 
Hatijcafion. 
Effect of 
ratification . . . . .. .. .. .. .. .. .. Right of person as to acts done for him without authority. 
Ratification may be expressed or implied . . . . .. .. .. 
Knowledge requisite for valid ratification . . . . .. .. .. 
Ratification of an unauthorised act cannot injure third person 
Termination of, agencv . .. .. .. .. .. .. Effect of ratifying unauthorised act forming part of a transaction . . 
.. 
Revocation of .4 rcthority. 
Termination of agency where agent has an interest in subject matter . . 
When principal may revoke agent’s authority . . .. .. *. 
Revocation where authority has been partly exercised . . .. e. 
Compensation for revocatiorc by principal or renunciation by agent 
Notice of revocation or renuw’ztion . . .. .. .. Pagl: 
35 
36 
36 
36 
36 
36 
37 
37 
38 
38 
38 
38 
38 
38 
38 
38 
39 
39 
39 
39 
39 
39 
39 
YJ 
40 
40 
40 
40 
40 
40 40 
40 
41 
41 
41 
41 
41 
CONTRACT. ;CAP. 149. 7 -___ ____ -_____.-. 
Section 
167 
168 
169 
170 
171 
172 
173 
174 
175 
176 
177 
178 
179 
180 
181 
182 
183 
184 185 
186 
187 
188 
189 
190 
191 
192 
193 
194 
195 
196 
197 
198 Revocation and renunciation may be expressed or implied . . .. 
When termination of agent’s authority takes effect as to agent and as 
Agent’s duty on termination of agency by principal’s death or insanity to third person . . .. .. .. .. .. .. .. 
Termination of sub-agent’s authority . . .. .. .. .. 
Agent’s duty io Principal. 
Agent’s duty on conducting principal’s business .. .. 
Skill and diligence required of agent . . .. .. .. .. 
Agent’s accounts . . .. .. .. .. .. .. .. 
Agent’s duty to communicate with principal . . .. .. .. 
agency without principal’s consent . . .. .. .. .. 
business of agency .... .. .. .. .. .. .. .... 
Right of principal when agent deals on his own account in business of 
Principal’s right to benefit gained by agent dealing on his own account in 
Agent’s right of retainer out of sums received on principal’s account . . 
Agent’s duty to pay sums received for principal .... 
When agent’s remuneration becomes due .... .. .. .. 
Agent not entitled to remuneration for business misconducted .... 
Agent’s lien on principal’s property , , .. .. .. .. 
Agent to be indemnified against consequences of lawful acts 
Non-liability of employer of agent to do a criminal act . . .. .. 
Principal’s Duty to Agetit. 
Agent to be indemnified against consequences of acts done in good faith 
Compensation to agent for injury caused by principal’s neglect . . .. 
.. .. 
. . 
Effect of Agency on Contracts with Third Persons. 
Enforcement and consequences of agent’s contracts . . .. .. 
Principal how far bound when agent exceeds authority . . 
Consequences of notice given’to agent . . .. .. .. .. 
of principal . . .. .. .. .. .. .. .. .. 
Right of parties to a contract made by agent not disclosed 
Performance of contract with agent supposed to be principal 
Right of person dealing with agent personally liable . . I. .. 
principal or agent will be held exclusively liable . . .. .. 
Liability of pretended agent .. .. .. .. .. .. .. .. 
Principal not bound when excess of agent’s authority not separable . . 
Agent cannot personally enforce, nor he bound by contracts on behalf 
. . .. 
. . .. 
Consequences of inducing agent or principal to act on belief that 
Person falsely contracting as agent not entitled to performance . . 
Liabiilty of principal inducing belief that agent’s unauthorised acts 
were authorised . . .. .. .. .. .. .. .. 
Effect on agreement of misrepresentation or fraud by agent . . .. Pogr 
41 
41 
41 
41 
42 
l’0 AMEND ANI) CONSOLIDATE THE ]LAW RELATING TO 
CONTRACT. 
18. This Law may be cited as the Contract Law. 42 
42 
43 
43 4 
4 
4 
43 ” 
13 
43 
44 
44 
44 
44 
44 
44 
45 
45 
45 
45 
45 
45 
46 
46 
8 
I; enera.1 
rrtlc of 
constructi~ )n 
*if Law 
Pnterpreta 
tion. CONTRACT. 
__ - . __ -. 
2. (1) TIiis Law shall be interpreted in accordance 
with the principles of legal interpretation obtaining in 
England, and expressions used in it shall be presumed, 
so far as is consistent with their context, and except as 
may be otherwise expressly provided, to be used with 
the meaning attaching to them in English law and shall 
be construed in accordance therewith. 
(2) In this Law the following words and expressions 
are used in the following senses, unless a contrary intention 
appears from the mntext- 
(a) when one person signifies to another his willingness 
to do or to abstain from doing anything, with 
a view to obtaining the assent of that other 
to such act or abstinence, he is said to make a 
proposal ; 
(0) when the person to whom the proposal is made 
signifies his assent thereto, the proposal is 
said to be accepted. A proposal, when accepted, 
becomes a promise ; 
(c) the person making the proposal is called the 
promisor,” and the person accepting the 
proposal is called the “ promisee ” ; 
Id) when, at the desire of the promisor, the promisee 
or any other person has done or abstained 
from doing, or does or abstains from doing, 
or promises to do or to abstain from doing, 
something, such act or abstinence or promise 
is called a conideration for the promise ; 
(e) every promise and very act of promises, forming 
the consideration for each other, is an agree- 
ment ; 
(f) promises which form the consideration or part 
of the consideration for each other are called 
reciprocal promises ; 
(g) an agreement not enforceable by law is said to 
be void ; 
(h) an agreement enforceable by law is a contract ; 
(i) an agreement which is enforceable by law at the 
option of one or more of the parties thereto, 
but not at the option of the other or others, 
is a voidable contract ; 
ij) a contract which ceases to be enforceable by law 
becomes voi2 dien it ceases to be enforceable. I‘ 
CONTRACT. [CAP. 149. 9 
(3) " representatives " means the persons who by 
operation of law succeed to the property of a deceased 
person. 
PART 11. 
OF THE COMMUNICATION, ACCEPTANCE AND REVOCATION 
OF PROPOSALS. 
3. The communication of proposals, the acceptance of ~~~unica- 
proposals, and the revocation of proposals and acceptances, acceptance 
respectively, are deemed to be made by any act or omission r::ocatinn 
of the party proposing, accepting or revoking by which of proposals. 
he intends to communicate such proposal, acceptance or 
revocation, or which has the effect of communicating it. 
4. (1) The communication of a proposal is complete z:n,:c:a- 
when it comes to the knowledge of the person to whom complete 
it is made. 
('2) The communication of an acceptance is complete- 
(U) as against the proposer, when it is put in a course 
of transmission to him, so as to be out of the 
power of the acceptor ; 
(b) as against the acceptor, when it comes to the 
knowledge of the proposer. 
(3) The communication of a revocation is complete- 
(U) as against the person who makes it, when it is 
pit into a course of transmission to the person 
to whom it is macle, so as to be out of the 
power of the person who makes it ; 
(b) as against the person to whom it is made, when 
it comes to his knowledge. 
5. A proposal may be revoked at any time before the Fi:';zs 
An acceptance may be revoked at any time before the 
communication of the acceptance is complete as against 
the acceptor, but not afterwards. communication of its acceptance is complete as against and accep- 
the proposer, but not afterwards. tances. 
Revocation, 
how made 4. A proposal is revoked- 
(U) by the communication of notice of revocation 
by the proposer to the other party ; 
10 CAP. 149.1 CONTRACT. 
Acceptance 
must be 
absolute 
Acceptance 
by per- 
forming 
conditions. 
or receiving 
considera- 
1 ion. 
Promises, 
express and 
implied. 
What agree- 
ments are 
contracts. (b) by the lapse of the time prescribed in such proposal 
for its acceptance, or, if no time is so prescribed, 
by the lapse of a reasonable time, without 
communication of the acceptance ; 
(c) by the failure of the acceptor to fulfil a condition 
precedent to acceptance ; or 
(d) by the death or insanity of the proposer, if the 
fact of his death or insanity comes to the 
knowledge of the acceptor before acceptance. 
7. In order to convert a proposal into a promise, the 
acceptance must- 
(a) be absolute and unqualified ; 
(b) be expressed in some usual and reasonable manner, 
unless the proposal prescribes the manner in 
which it is to be ed. If the proposal 
prescribes a manner h it is to be accepted, 
and the acceptance is not made in such manner, 
the proposer may, within a reasonable time 
after the acceptance is communicated to him, 
insist that his proposal shall be accepted in 
the prescribed manner, and not otherwise ; but 
if he fails to do so, he accepts the acceptance. 
8. Performance of the conditions of a proposal, or the 
acceptance of any consideration for a reciprocal promise 
which may be offered with a proposal, is an acceptance 
of the proposal. 
9. In so far as the proposal or acceptance of any promise 
is made in writing or in words, the promise is said to be 
express. In so far as such proposal or acceptance is made 
otherwise than in writing or in words, the promise is said 
to be implied. 
PART 111. 
OF CONTRACTS, VOIDABLE CONTRACTS AND 
VOID AGREEMENTS. 
10. (1) All agreements are contracts if they are made 
by the free consent of parties competent to contract, 
for a lawful consideration and with a lawful object, and 
are not hereby expressly declared to be void, and may, 
subject to the provisions of this Law, be made in writing, 
CONTRACT. [CAP. 149. 11 
._ _____ - ___- 
or by word of mouth, or partly in writing and partly 
by word of mouth, or may be implied from the conduct ~ 
1 of the parties. 
(2) Nothing herein contained shall affect any Law in Savillg 
force in Cyprus, and not hereby expressly repealed, by 
which any contract is required to be made in writing 
or in the presence of witnesses, or any Law relating to 
the registration of documents. 
11. (1) Subject to the provisions of subsection (Z), ~~~~~~~[ every person is competent to contract who- 2 of 7/56. 
(a) is of sound mind ; and 
(b) is not disqualified from contracting by any Law. 
(2) The law in force in England for the time being 
relating to contracts to which an infant is a party shall 
apply to conti-acts to which a person who has not attained 
the age of eighteen years is a party : 
Provided that a married person shall not be deemed 
to be incompetent to contract merely because such person 
has not attained the age of eighteen years. 
12. A person is said to be of sound mind for the purpose ~hatisa 
of making a contract if, at the time when he makes it, forthe 
he is capable of understanding it and of forming a rational ~urpo=sof 
judgment as to its effect upon his interests. 
A person who is usiially of unsound mind, but occasionally 
of sound mind, ma)' make a contract wlien he is of sound 
mind. 
A person who is usually of sound niirid, but occasionally 
of unsound mind, may not make a contract when he is 
of unsound mind. sound mind 
contracting 
13. Two or more persons are said to consent when they " 
agree upon the same thing in the same sense. 
14. Consent is said to be free when it is not caused by--- :(:;zt ,, 
(a) coercion, as defined in section 15 ; or defined 
(b) undue influence, as defined in section 16 ; or 
(c) fraud, as defined in section 17 ; or 
(d) misrepresentation, as defined in section 18 ; or 
(e) mistake subject to the provisions of sections 20, 
21 and 22. 
22 CAP. 149.1 CONTRACT. 
" Coercion 
defined. 
Cap. 154. 
Cap. 154. 
" Undue 
influence " 
defined. 
" Fraud " 
defined. Consent is said to be so caused when it would not have 
been given but for the existence of such coercion, undue 
influence, fraud, misrepresentation or mistake. 
15. (1) " Coercion" is the committing or threatening 
to commit, any act forbidden by the Criminal Code, or 
any amendment thereof, or the unlawful detaining, or 
threatening to detain, any property, to the prejudice of 
any person whatever, with the intention of causing any 
person to enter into an agreement. 
(2) It is immaterial whether the Criminal Code, or 
any amendment thereof, is or is not in force in the place 
where the coercion is employed. 
16. (1) A contract is said to be induced by " undue 
influence " where the relations susbsisting between the 
parties are such that one of the parties is in a position 
to dominate the will of the other and uses that position 
to obtain an unfair advantage over the other. 
(2) In particular and without prejudice to the generality 
of the foregoing principle, a person is deemed to be in a 
position to dominate the will of another- 
(a) where he holds a real or apparent authority over 
the other,. or where he stands in a fiduciary 
relation to the other ; or 
(b) where he makes a contract with a person whose 
mental capacity is temporarily or permanently 
affected by reason of age, illness, or mental or 
bodily distress. 
(3) Where a. person who is in a position to dominate 
the will of another, enters into a contract with him, and 
the transaction appears, on the face of it or on the evidence 
adduced, to be unconscionable, the burden of proving 
that such contract was not induced by undue influence 
shall lie upon the person in a position to dominate the 
will of the other. 
17. (1) "' Fraud " includes any of the following acts 
committed by a party to a contract, or with his connivance, 
or by his agent, with intent to deceive another party 
thereto or his agent, or to induce him to enter into the 
contract- 
(a) the suggestion, as to a fact, of that which is not 
true bv one who does not believe it to be true ; - --.J 
CONTRA CT. [CAP. 149. 13 __ - __- II-_ ___ 
(b) the active concealment of a fact by one having 
(c) a promise made without any intention of performing 
(d) any other act fitted to deceive ; 
(e) any such act or omission as the law specially 
ere silence as to facts likely to affect the willingness 
of a person to enter into a contract is not fraud, unless 
the circumstances of the case are such that, regard being 
had to them, it is the duty of the person keeping silence 
to speak, or unless his silence is, in itself, equivalent to 
speech. knowledge or belief of the fact ; 
it ; 
declares to be fraudulent. 
'' Misrepresentation " includes-- '' Nisrepr:; 
sentation 
(a) the positive assertion, in a manner not warranted defined. 
by the information of the person making it, 
of that which is not true, though he believes 
it to be true ; 
(b) any breach of duty which, without an intent to 
deceive, gains an advantage to the person 
committing it, or any one claiming under him, 
by misleading another to his prejudice or to 
the prejudice of any one claiming under him ; 
(c) causing, however innocently, a party to an agree- 
ment to make a mistake as to the substance 
of the thing which is the subject to the 
agreement. 
19. (1) When consent to an agreement is caused by \;~ldabW 
coercion, fraud or misrepresentation, the agreement is a ments with- 
contract voidable at the option of the party whose consent out free 
was so caused. 
(2) A party to a contract, whose consent was caused 
by fraud or misrepresentation, may, if he thinks fit, insist 
that the contract shall be performed, and that he shall 
be put in the position in which he would have been if 
the representations made had been true. 
(3) If such consent was caused by misrepresentation or 
by silence, fraudulent within the meaning of section 17, 
the contract, nevertheless, is not voidable, if the party 
whose consent was so caused had the means of discovering 
the truth with ordinary diligence. of agree- 
consent. 
- __-- 14 CAP. 149.j CONTRACT. 
(4) A fraud or misrepresentation which did not cause 
the consent to a contract of the party on whom such 
fraud was practised, or to whom such misrepresentation 
was made, does not render a contract voidable. 
Power ti 
Lontract 
lnducedby 
influence. 20. (1) When consent to an agreement is caused by 
undue influence, the agreement is a contract voidable at 
the option of the party whose consent was so caused. 
(2) Any such contract may be set aside either absolutely 
or, if the party who was entitled to avoid it has received 
any benefit thereunder, upon such terms and conditions 
as to the Court may seem just. set aside 
undue 
- 
\P~~~~~~~ 21. (1) Where both the parties to an agreement are 
bottlpartlea under a mistake as to a matter of fact essential to the 
are mistake ‘Inder as ttb agreement, the agreement is void. 
matter of An erroneous opinion as to the value of the thing which 
forms the subject-matter of the agreement is not to bt. 
deemed a mistake as to a matter of fact. void where 
f&t 
Efiect 01 
to law. (2) A contract is not voidable because it was caused 
by a mistake as to any law in force in Cyprus ; but a 
mistake as to a law not in force in Cyprus has the same 
effect as a mistake of fact. mistakes as 
Contract 22. A contract is not voidable merely because it was 
mistakeof caused by one of the parties to it being under a mistake 
Oneparty as as to a matter of fact. to matter 
of fact. caused by 
what siderations 
and objects lawful, Unless-- 23. The consideration or object of an agreement is 
(a) it is forbidden by law ; or 
(b) is of such a nature that, if permitted, it would 
(c) is fraudulent ; or 
(d) involves or implies injury to the person or property 
(e) the Court regards it as immoral, or opposed to 
In each of these cases, the consideration or object of an 
Every agreement of are lawful 
and what 
not. 
defeat the provisions of any law ; or 
of another; or 
public policy. 
agreement is said to be unlawful. 
which the object or consideration is unlawful is void. 
[CAP. 149. 15 - -___-- CONTRA CZ'. 
Void Agreements. -__- - 
24. If any part of a single consideration for one or tW$?jletlt5 
more objects, or any one or any part of any one of several considera- 
considerations for a single object, is unlawful, the agreement tbbof2;$nd 
is void. unlawful 111 
part. 
Agreement 
sideration, 
1 oid. unless 
writing 25. (1) An agreement made without consideration is without 
(U) it is expressed in writing and signed by the party itisin 
to be charged therewith, and is made on account 
of natural love and affection between parties 
standing in a near relation to each other ; or 
unless 
(b) it is a promise to compensate, wholly or in part, "*lbA 
a person who has already voluntarily done rorapensatt 
something for the promisor, or something which :;lI;;;;;le, 
the promisor was legally compellable to do ; 
or unless void, unless- 
I 
I 
proniise tu 
(c) it is a promise, ~nade in writing and slgnecl by 01 15 dPW- 
the party to be charged therewith, 
might have enforced payment but for any I11iiitation ,<,,, to pay mr>e to pa\ 
wholly or in part a debt of which the creditor ijarredbv 
law for the time being in force relating to 
prescription or the limitation1 of act ions. 
In any of these cases, such an agreement is a contldct. 
(2) Nothing in this section shall affect the ~alidity, as 
between the donor and donee, of ally gift actually made. 
(3) An agreement to which tile consent of the proniisor 
is freely given is not void merely because iEic consideration 
1s inadequate , but the inadequacy of the coilaidel atiori 
may be taken into account by the Court in determining 
the question whether the consent of the promisor was 
freely given. 
26. Every agreement in restraint of the marriage of Agreenient in restraint 
of marriagc 
void. any person is void. 
27. (I) Every agreement by which any one is restrained Agreement 
from exercising a lawful profession, trade, or business of of tradevoid 
any kind, is tr, that extent void. in restraint 
16 CAP. 149.1 CONTRACT. 
Saving of 
agreement 
not to carry 
on business 
of which 
good-will is 
sold ; 
of agreement 
between 
partners 
prior to 
dissolution, 
oi- during 
continuance 
of partner- 
slril). 
Agreements 
in restraint 
of legal 
proceedings 
void. 
Saving 01 
contract to 
refer to 
arbitrati( in 
dispute that 
rnav arise (2) (a) One who sells the good-will of a business may 
agree with the buyer to refrain from carrying 
on a similar business, within specified local 
limits, so long as the buyer or any person 
deriving title to the good-will from him, carries 
on a like business therein: Provided that 
such limits appear to the Court reasonable, 
regard being had to the nature of the business ; 
(b) partners may, upon or in anticipation of a 
dissolution of the partnership, agree that some 
or all of them will not carry on a business 
similar to that of the partnership within such 
local limits as are referred to in the last preceding 
subsection ; 
(c) partners may agree that some one or all of them 
will not carry on any business, other than 
that of the partnership, during the continuance 
of the partnership. 
28. (1) Every agreement, by which any party thereto 
IS restricted absolutely from enforcing his rights under 
or in respect of any contract, by the usual legal proceedings 
in the Courts, or which limits the time within which he 
may thus enforce his rights, is void to that extent. 
(2) This section sliall not render illegal a contract by 
which two or more persons agree that any dispute which 
may arise betiveer1 them in respect of any subject or class 
of subjects sliall be referred to arbitration, and that only 
the amount awarded in such arbitration shall be recoverable 
in respect of the dispute so referred. 
When such a contract has been madc, legal proccedings 
may be brought for its specific performance, and if legal 
proceedings, other than for such specific performance, 
or for the recovery of the amount so awarded, are brought 
by one party to such contract against any other such 
party in respect of any subject which they have so agreed 
to refer, the existence of such contract shall be a bar to 
the legal proceedings. 
(3) This section shall not rcndcr illegal any contract 
in writing, by which two or more persons agrw to wfcr 
co arbitration any question 1wtn.c.en tliern which has 
aIi-mc~y arisc~~, or &cct any provision of any law in force 
for the time being as to references to arbitration. 
CONTRACT. [CAP. 149. 17 
~~ ~ 
29. Agreements, the meaning of which is not certain, 
or capable of being made certain, are void. uncertainty 
30. Agreements by way of wager are void; and no ty;;z;ts legal proceedings shall be brought for recovering anything wager Void 
alleged to be won on any wager, or entrusted to any person 
to abide the result of any game or other uncertain event 
on which any wager is made. 
PART IV. 
OF CONTINGENT CONTRACTS. 
31. A " contingent contract " is a contract to do or ~~~~~~~?J1i 
not to do something, if some event, collateral to such defined. 
wntract, does or does not happen. 
32. Contingent coritracts to do or not to do anything 
if an uncertain future event happens cannot be enforced contingent 
on an eaent 
happening. by law unless and until that event has happened. 
If the event becomes impossible, such contracts become 
void. 
33. Contingent contracts to do or not to do anything ~~~~~~~~t 
if an uncertain future el-ent does not happen can be enforced contingent 
when the happening of that event becomes impossible ::,tanevent 
and not before. happening 
34. If the future event 011 which a contract is contingent ~~~~&eTit; 
is the way in which a person will act at an unspecified ist1i 
time, the event shall be considered to become impossible 
when such person does anything which renders it impossible person 
that he should so act within any definite time, or otherwise 
than under further contingencies. 
35. (1) Contingent contracts to do or not to do anything ~~~&rncy 
if a specified uncertain event happens within a fixed time isthe 
become void if, at the expiration of the the fixed, saxch ::y!$::fd 
event has not happened, or if, before the time fixed, 3udk eventwthm 
event becomes impossible. 
if a specified uncert fixed Lnme. 
(2) Colltingellt COP ctr; to do or not to do anytl 
nt uors mt happen cvithi 
"cy? &a"* wvhen the time :- hxed time ma~~ be 
has expired and sllcia e7:erae K happ~~ed, OF, b 5 
the time fixed has expired, 11- becomes certak 
such event wju not happen. 
0 --la 
-_ __ __ - . -_ - _- _- -___ .- - - .. - . __ - - 
36. Contingent agreements to do or not to do anything, 
if an impossible event happens, are void, whether the 
impsibility of the event is known or not to the parties 
to the agreement at the time when it is made. 
PART v. 
OF THE PERFORMANCE OF CONTRACTS. 
Contracts Which Must be Perjorlned. 
37. (I) The parties to a contract must either perform, 
or offer to perform, their respective promises, unless such 
performance is dispensed with or excused under the 
provisions of this Law, or of any other Law. 
(2) %%BCPLT~~S~S bind the representatives of the promisors 
in case :)f the death of such promisors before performance, 
unilcss <i contrarv iratmtisri appears from the contract. 
38. (I) “\Vhcie ii pscarnisor lias made an der of perfor- 
anaiice to the promisee, and the ofkr has not been accepted, 
the promisor is slot responsible for non-performance, nor 
cloes he tk1erebv lc+e hi5 right\ under the cowaaact. 
(2) Every such oiicr mw,t B’111-tnl t1 IP follon ing coraditims- 
(a) it must be unconditional ; 
jb) it must be made at gxopelr time and placc., aid 
nmlcr iuch circianmstances that the person to 
mhom it 15 anatlc. anay have a reasonablt 
opportunitg cif ascertaining that tlie person 
by whoan it is made is ablc ,ind willirig there 
and illt”lp to do the whole of what8 he is blound 
(c) IC .;he ofter is an ofia to delivt.1 anything to tlie 
promnsee, the pi-~rnisee must have a reasonable 
oyporturiity of seeing that thc thing offered is 
&lac thing whicb tlic promisor is boiind lw his 
promise to deliver. 
(3) An offer to onc of seveial joint promisees has the bJ7 hi< prcalaalsth to do ; 
~~iiae legal conseqncnces as an offer to all of them. 
CONTRACT. [CAP. 149. 19 
I By Whom Contracts Must be Performed 
40. If it appears from the nature of the case that it 
was the intention of the parties to any contract that any promise 
promise contained in it should be performed by the promisor ;2(zed 
himself, such promise must be performed by the promisor. 
In other cases, the promisor or his representatives may 
employ a competent person to perform it. 
48. When a promisee accepts performance of the promise :Get;$ 
from a third person, he cannot aiterwards enforce it against performFrce 
the promisor. from thir I 
person 
42. When two or more persons have made a joint (s);rozioli 
promise then unless a contrary intention appears by the liabllltles 
4 ontract, all such persons, during their joint lives, and 
after the death of any of them, his representative jointly 
with the survivor or survivors, and after the deafh of the 
last survivor, the representatives of all jointly, must fulfil 
the promise. 
43. (1) When two or more persons make a joint promise, Any one 
the promisee may, in the absence of express agreement prunll.,or5 
to the contrary, compel any one or more of such joint maybr coln~'ellei1 
(2) Each of two or more joint promisors may compel I ach I"() of joint 
promisors to perform the whole of the promise. to ptLrform 
inisor ma) every other joint promisor to contribute equally with 
himself to the performance of the promise, unless a contrary ontll~ion 
intention appears from the contract. 
(3) If any one of two or more joint promisors makes 'tlarl%of 
default in such contribution, the rcmaining joint promisors clef,Lult 
must bear the loss arising from such default in equal shares. col1trl~loii 
(4) Nothing in this section shall prevent a surety from sa~~lng. 
recovering from his principal, payments made by the 
surety on behalf of the principal, or eiititlc the principal 
to recover anything from the surety on account of paymcnts 
made by the principal. 10s hv 
44. W%ere two or more persons have made a joint I<ff~~t(if 
promise, a release of one of such joint promisors by the oueI,)ll,t 
promisee does not discharge the sther j oirit promisor 'r w)~~IIw~- 
joint promisors ; neither does it free the joint proml '~i 
so released from responsibility to the other joint prom, cr 
or joint promisors. rclease of 
am 
CONTRACT. _I -. __ _. - 
erson has made a promise to two or more 
then, unless a contrary appears 
ct, the right to claim ce rests, 
as letween hirn and them, with them during their joint 
lives, and, after the death of any of them, with the 
rep. asetstative of such deceased person jointly with the 
sutsvivor or survivors, and, after the death of the last 
surviv09r, with the representatives of a11 jointly. 
Time cdnd Pkce ~QP ~~~~~~~~~~~c~~ 
Vvbere, by the contra.c$, a promisor is to perform 
his pro"ise without application by the promisee, and llio 
time for performance is specified, the engagement must be 
pek~formed within a reasonable time. 
'The question '' what is a reasonable time '' is, in each 
pxticular case, a question of fack. Time for 
ofpron,lSe 
whereno 
is lo be 
no time is pe: forrnance 
alqdication 
made and 
saecified . 
i ime and 
%)t Pluililse 
Lpecrfied 
1lldn~l 
to he made. performed. remise is to be performed on a certain 
day, and the promisor has undertaken to perform it without 
application by the promisee, the promisor may perform 
it at any time during the usual hours of business 011 such 
day and at the place at which the promise oug place for 
x% 'lex time 
application 
1~I)wCdtlOn 
fool per- 
formanceon day, and the promisor has not undertaken to perform it 
~ertalncbw without application by the promisee, it is the duty of the 
plopertime promisee to apply for performance at a proper place and 
within the usual hours oi business. 
is, in 
e;rch particular case, ;L question of fact. 4 .I When a promise is io be performed on a. certain 
to be a+ 
place. 
The question " what is a proper time and place 
Place for 
performance 
i,Ipromiae 49. When a promise is to be performed without appli- 
whereno cation by the promisee, and no place is fixed for the 
tt,bemade performance of it, it is the duty of the promisor to apply 
arldnoplace to the promisee to appoint a reasonable place for the 
F,erformance. performance of the promise, and to perform it at such place. application 
fixed for 
CONTRACT. [CAB. 149. 21 
__ - - - - _- - -- --__- 
50. The performance of any promise may be made in ~~~~~;Le 
any manner, or at any time, which the promisee prescribes 
or sanctions. at time 
prescribed or 
sanctioned 
hv proiniw 
Performance of Reciprocal Promises. 
51. When a contract consists of reciprocal promises to ,9:;F2cnr’t 
be simultaneously performed, no promisor need perform perform, 
his promise unless the promisee is ready and willing to ~~~~~c,cal 
perform his reciprocal promise. promisee 
ready and 
willing to 
perform 
performance 52. Where the order in which reciprocal promises are Orderof 
to be performed is expressly fixed by the contract, they c,frecipr~,cal 
shall be performed in that order ; and, where the order l’rc’mises 
is not expressly fixed by the contract, they shall be 
performed in that order which the nature of the transaction 
requires. 
53. When a contract contains reciprocal promises, and Liability of 
one party to the contract prevents the other from per- preventlllg 
forming his promise, the contract becomes voidable at the ?\enton 
option of the party so prevented ; and he is entitled to contractlst(, 
compensation from the other party for any loss which he takeeffect 
may sustain in consequence of the non-performance of 
the contract. party 
which 
54. \\’hen a contract consists of reciprocal promises, :;i:$;Lb ~,, 
such that one of them Cannot be performed, or that its that promise 
perforniance cannot be claimed till the other has been ;t;;k;houl(i 
performed, and the promisor of the promise last mentioned performed 
fails to perform it, such promisor cannot claim the per- ;;:t::;+-p ot 
formance of the reciprocal promise, and must make reciprocal 
compensation to the other party to the contract for any promises- 
loss which such other party may sustain by the non- 
performance of the contract. 
55. (1) When a party to a contract promises to do a Effectof 
certain thing at or before a specified time, or certain things perform at 
at or before specified times, and fails to do any such thing fixetftime, 
of it as has not been performed, becomes voidable at the timc’is 
option of the promisee, if the intention of the parties 
was that time should be of the essence of the contract. failure to 
at or before the specified time, the contract, or so much in . contract 
in which 
essential. 
22 CAP. 149.1 CONTRACT. 
Effect of 
whentime 
is not 
aqsential. (2) If it was not the intention of the parties that time 
should be of the essence of the contract, the contract does 
not become voidable by the failure to do such thing at 
or befoie the specified time ; but the promisee is entitled 
to ccmpensation from the promisor for any loss occasioned 
to him by such failure. 
Effect of (3) If, in case of a contract voidable on account of the 
ofperfom- promisor’s failure to perform his promise at the time 
ante time other at agreed, the promisee accepts performance of such giomise 
thanthat at any time other than that agreed, the promisee cannot 
agreed upon. claim compensation for any loss occasioned by the non- 
performance of the promise at the time agreed, unless, 
at the time of such acceptance, he gives notice to the 
promisor of his intention to do so. such failure 
acceptance 
to Agreement do 1111- 56. (1) An agreement to do an act impossible in itself 
possible act. is void. 
(2) A contract to do an act which, after the contract Contract to 
do aLt 
aftprwards is made, becomes impossible, or, by reason of some event 
which the .promisor could not prevent, unlawful, bec mcs bewming 
impossible or 
unlawful. void when the act becomcs impossible or unlawful. 
Compensa- tion for loss (3) Where one person has promised to de something 
through non which he knew, or, with reasonable diligence, might have 
of performance act known known, and which the promisee did not know to be 
tobelm- imyossibile or unlawful, such promisor must make com- 
pensation to such promisee for any loss which such promisee 
sustains through the non-performance of the promise. 8 
possible or 
promise Heciprocal to 
do things 
also other 
things 57. N7here persons reciprocally promise, firstly, to do 
certain things which are legal, and, secondly, under specifird 
circumstances, to do certain other things which are illegal, 
the first set of promises is a contract, but the second is a 
void agreement. legal, aiid 
illegal. 
Alternative 58. In the case of an alternative promise, one branch 
branchbeing of which is legal and the other illegal, the legal branch 
illegal. alone can be enforced. promise one 
Appropriation of Payments. 
Appllcation 59. Where a debtor, owing several distinct debts to 
wheredebt one person, makes a payment to him, either with express 
to be dis- intimation, or under ciicumstances implying that the 
indicated. payment is to be applied to the discharge of some particdar 
debt, the payment, if accepted, must be applied accordingly. of payment 
charged is 
CONTRACT. [CAP. 149. 23 - 
I 
' 68. Where the debtor has omitted to intimate and there -~~l~cation 
are no other circumstances indicating to which debt the wileredebt 
payment is to be applied, the creditor magi apply it at his z:;gts;ot 
discretion to any lawful debt actually due and payable indicated. 
to him from the debtor, whether its recovery is or is not 
barred by the law in force for the time being relating to 
prescription or the limitation of actions. of payment 
I 61. Where neither party makes any appropriation the 
payment shall be applied in discharge of the debts in where 
order of time, whether they are or are not barred by the neltherpady 
law in force for the time being relating to prescription 
OF the limitation of actions. If the debts are of equal 
standing, the payment shall be applied in discharge of 
each proportionably. of payment 
I 
appropriates. 
Contracts Which Need Not be Berfonned. 
62. If the parties to a contract agree to substitute a Effectof 
new contract for it, or to rescind or alter it, the original reSLISSlon novation, 
and alterd- 
tion of 
contract 
may dispense contract need not be performed. 
3. Every promisee may dispense with or remit, wholly Promisee 
or in part, the performance of the promise made to him, withorremlt 
or may extend the time for such performance, or may performance 
accept instead of it any satisfaction which he thinks fit. of promi\e. 
64. When a person at whose eption a contract is voidable on 
rescinds it, the other party thereto need not perform rCbC1S510i1 
any promise therein contained in which he is promisor. ;~;;;~~~~l~ 
Th'e party rescinding a voidable contract shall, if he 'have 
received any benefit thereunder from another party to 
such contract, restore such benefit, SQ far as may be, to 
the person from whom it was received. \equmce\ 
5. When an agreement is discovered to be void, or Qblwtlonof person who when a contract becomes void, any person who has received h ay received 
any advantage under such agreement or contract is bound ;~;~;~~d 
to restore it, or to make compensation for it, to the person agreement or 
from whom he received it. contract that 
becomes 
void 
niunicating 66. The rescission of a voidable contract may be corn- Modeofcorn- 
naunicated or revoked in the same manner, and subject orrevoking 
to the same rules, as apply to the communication or ;;.czpof 
revocation of a proposaP. contract. 
24 CAP. 149.1 CONTRACT. 
Effect of 
promisee to 
promisor affr)rd 
reasonable 67. If any promisee neglects or refuses to afford the 
promisor reasonable facilities for the performance of his 
promise, the promisor is excused by such neglect or refusal 
as to any non-performance caused thereby. negleLt of 
tacilities for 
performance. 
PART VI. 
CONTRACT. 
Claim fof 68. If a person, incapable of entering into a contract, or, 
supphed to any one whom he is legally bound to support, is supplied 
person by another person with necessaries suited to his condition 
.oiltractlng, in life, the person who has furnished such supplies is entitled 
to be reimbursed from the property of such incapable 
person. 
69. A person who is interested in the payment of money 
which another is bound by law to pay, and who therefore 
pays it, is entitled to be reimbursed by the other. OF CERTAIN RELATIONS RESEMBLING THOSE CREATE]) BY 
necessaries 
incapable of 
&count 
Ileimburse- 
ment of 
person 
moneydue 
wrYhlCilhels 70. Where a person lawfully does anything for anothex 
lriterested person, or delivers anything to him, not intending to do c'o 
gratuitously, and such other person erijoys the benefit 
e*iioyw thereof, the latter is bound to make compensation to the 
former in respect of, or to restore, the thing so done 01 
tous act. delivered. 
Hesponsi- h1hty ot 71. A person who finds goods belonging to another and 
fuiderof takes them into his custody, is subject to the Sam 
goods. responsibility as a bailee. 
person LLahl'lty to Of 72. A person to whom money has been paid, or anything 
w\ommoney delivered, by mistake or under coercion, must repay ur Paying 
by another in 
payment of 
Obligation of 
bmefit of 
gratul- 
return it. 1s paid, or 
thing 
delivered, by 
mistake or 
under 
coercion. PART VII. 
OF THE CONSEQUENCES OF BREACH OF CONTRACT. 
73. (I) When a contract has been broken, the party who 
suffers by such breach is entitled to receive, from the party 
who has broken the contract, compensation for any loss or 
damage caused to him thereby, which naturally arose in 
the usual course of things from such breach, or which the 
Yarties kncw, when they made the contract, to be likely to 
resiilt from the breach of it. Compensa- 
ordamage 
causedby 
contract. tion for loss 
breach of 
CONTRACT. [CAP. 149. 25 
Such compensation is not to be given for any remote and 
iridirect loss or damage sustained by reason of the breach. 
(2) When an obligation resembling those created by tion . for 
contract has been incurred and has not been discharged, failureto 
any person injured by the failure to discharge it is entitled &ligations 
to receive the same compensation from the party in default, resembling 
as if such person had contracted to discharge it and had bycontract, 
broken his contract. 
(3) In estimating the loss or damage arising from a =!:$ 
breach of contract, the means which existed of remedying remedytobe 
the inconvenience caused by the non-performance of the ~~X~~pto 
contract must be taken into account. Compensa- 
discharge 
those created 
74. (1) When a contract has been broken, if a sum is Compensa 
named in the contract as the amount to be paid in case of breachof 
such breach, or if the contract contains any other stipula- contract 
tion by way of penalty, the party complaining of the penalt) 
breach is entitled, whether or not actrial damage or loss is stipulated 
proved to have been caused thereby, to receive from the 
party who has bxoken the contract reasonable compensa- 
tion not exceeding the amount so named or, as the case map 
be, the penalty stipulated for. 
A stipulation for increased interest from the date of Saving. 
default may be a stipulation by wajy of penalty. 
(2) When any person enteis into any bailbond, iecogni- 
saiice or other instrument of the same nature, or, under the 
provisions of any Law, or under the orders of the Govern- 
ment of Cyprus, gives any bond for the performance of any 
public duty or act in which the piiblic are interested, he 
shall be liable, upon breach of the condition of any such 
instrument, to pay the whole sunn mentioned therein : 
Provided that a person who enters into a contract with 
Government does not necesarily thereby undertake any 
public duty, or promise to do an act in which the public 
are interested. tion for 
where 
for. 
Party 
rightfully 
rescinding 75. A person who rightly rescinds a contract is entitled contract 
to compensation for any damage which he has sustained entitled to compensa- 
tion. through the non-fulfilment of the contract. 
__ . - ._ - - - - 26 CAP. 149.1 CONTRACT. - . __ __ - 
PART VIII. 
OF SPECIFIC PERFORMANCE OF CONTRACTS. 
Specific 
performance 
ofcontracts 
and 
requisites 
thereof. Law; and 76. (I) A contract shall be capable of being specifically 
(a) it is not a void contract under this or any other 
(b) it is expressed in writing ; and 
(c) it is signed at the end thereof by the party to be 
charged therewith ; and 
(d) the Court considers, having regard to all the 
circumstances, that the enforcement of specific 
performance of the contract would not be 
unreasonable or otherwise inequitable or im- 
prac t icabk. 
Sa\ ing. (2) Nothing herein contained shall affect the specific 
performance of contracts for the sale of immovable property 
Cap. 232. under the provisions of the Sale of Land (Specific Perforrn- 
ance) Law, or any amendment thereof. enforced by the Court if- 
PART IX. 
OF THE REQUIREMENTS OF CONTRACT§ RELATING TO 
CERTAIN MATTERS. 
77. (1) Contracts relating to leases of immovable pro- 
perty for any term exceeding one year shall not be valid 
and enforceable unless-- Require- 
leasesantf 
consider,i - 
marriage. 
2 of h 50 ments foi 
made iri 
tion of (Q) expressed in wiiting ; and 
(b) signed at the end thereof, in the presence off at 
least two witnesses themselves competent to 
contract who have subscribed their names as 
witnesses, by each party to be charged there- 
with or by a person who is himself competent 
to contract and who has been duly authorised 
to sign on behalf of such party. 
(2) Contracts relating to obligations in consideration of 
marriage shall not be valid and enforceable unless- 
(a) expressed in writing ; and 
(B) signed at the end thereof, in the presence of at 
least two witnesses themselves competent to 
contract who have subscribed their names as 
witnesses, by each party to be charged therewith 
CONTRACT. [CAP. 149. 27 
or by a person who is himself competent to 
contract and who has been duly authorised to 
sign on behalf of such party : 
Provided that this subsection shall not apply to obliga- 
tions in consideration of marriage between Moslems incurred 
in accordance with the practice prevailing in the Turkish 
Family Courts. 
PART X. 
OF BONDS IN CUSTOMARY FORM. 
78. A “ bond in customary form ” is a promise in writing 
made by one person to another signed by the maker in the form,” 
presence of at least two witnesses themselves competent to ;For ’ 
contract, engagmg to pay, on demand 01” at a fixed or Credltcir 
determinable future time, a sum of money to a person z:2;y;,y(i 
specified therein, together with interest at a rate fixed t~fhoncl 
therein not exceeding nine per centum per annum and, in 
the event of any legal proceedings thereon, the costs thereof, 
and stating therein the consideration for which it is given. 
The person who makes the promise is called the 
“ debtor ” ; the person to whom the prorhise is made is 
called the “ creditor.’’ 
79. A bond in customary form is not void by reason only ~, that it is secured by a guarantee or by a pledge or by guarantee, 
mortgage of imrnoirable property arid contains stipulations 
relating thereto. 
80, Whenever any legal proceedings are taken on a bond ~l;~~;~l’r 
in customary form, the contents of such bond shall be contentsot 
conclusive evidence of the facts therein stated : 
Provided that in any such proceedings it shall be a good 
defence to prove that the signature of the debtor 01 of any 
other party to the bond is not in fact the signature of such 
debtor or party or that the bond has been obtained by, or 
in circumstances amounting to, coercion or fraud. 
customary form, affect any power given or exercisable by 
or under the provisions of any of the following Laws or any 
amendments thereof- hond 
$1. Nothing herein contained shall, in respect of bonds in Sabi”4 
(a) the Usury (Farmers) Law, (ap 101 
(b) the Dealings between Merchants and Farmers Law. cap 
- - 28 CAP. 149.1 CONTRACT. 
PART XI. 
OF INDEMNITY AND GUARANTEE. 
“Contractof 
ctefinetl 82. A contract by which one party promises to save the 
other from loss caused to him by the conduct of the promisor 
himself, or by the conduct of any other person, is called a 
“contract of indemnity.” indemnity ” 
Right of 83. The promisee in a contract of indemnity, acting 
holder when within the scope of his authority, is entitled to recover from 
sued. the promisor- 
(a) all damages which he may be compelled to pay in 
any legal proceedings in respect of any matter 
to which the promise to indemnify applies ; indeninity- 
all costs which he may be compelled to pay in any 
such legal proceedings if, in bringing or defending 
them, he did not contravene the orders of the 
promisor, and acted as it would have been 
prudent for him to act in the absence of any 
contract of indemnity, or if the promisor 
authorised him to bring or defend the liegal 
proceedings ; 
(c) all sums which he may have paid under the terms of 
any cornpromise of any such legal proceedings, 
if the compromise was not contrary to the 
orders of the promisor, and was one which it 
would have been prudent for the promisee to 
make in the absence of any contract of 
indemnity, or if the promisor authorised him to 
compromise the legal proceedings. 
“Contr~tof 84. A “ contract of guarantee ” is a contract to perform 
8, surety,” the promise, or discharge the liability, of a third person in 
“ ~incipal case of his default. The person who gives the guarantee is 
cre<iitor.” called the “ surety ” ; the person in respect of whose default 
the guarantee is given is called the “ principal debtor,” and 
the person to hhom the guarantee is given is called the 
“ creditor.” guarantee.” 
debtor,” and 
c 
Considera- 
guarantee. 85. Anything done, or any promise made, for the benefit 
of the principal debtor may be a sufficient consideration 
to the surety for giving the guarantee. tion for 
I1 
I I 
1 
87. A girtrantet. whicli extends to a stlrics of transactions '' (t>lltlll~lilfi 
guaIarltc~r." is called a " continuing guarantee." 
30 CAP. 149.1 CONTRACT. 
Surety not 94. Where a contract to give time to the principal debtor 
whenagree- is made by the creditor with a third person, and not with 
merit made the principal debtor, the surety is not discharged. discharged 
with third 
person to 
give time to 
principal 
debtor. 95. Mere forbearance on the part of the creditor to sue 
the principal debtor or to enforce any other remedy against 
forbearance him does not, in the absence of any provision in the 
not discharge guarantee to the contrary, discharge the surety. to sue does 
surety. 
I ~thers. 
lhschargc. oi 
surety by 
t.wdi tur’s act 
or omission 
impairing 
surety’s 
eventual 
remedy. 
Rights cif 
surety on 
Imyment UT 
I)erf< mnance 
Surety’s 
right to 
benefit of 
creditor’s 
securities. 
Saving. 
cap. 6, 
(hiarantee 
obtained by 
misrepre- 
sentation 
invalid. Release of 96. Where there are co-sureties, a release by the creditor 
snrety does of one of them does not discharge the others ; neither does 
~lotd~~~~~~~g~ it free the surety so released from his responsibility to the one co- 
other sureties. 
97. If the creditor does any act which is inconsistent with 
the rights of the surety, or omits to do any act which his 
duty to the surety requires him to do, and the eventual 
remedy of the surety himself against the principal debtor is 
thereby impaired, the surety is discharged. 
98. Where a guaranteed debt has become due, or default 
of the principal debtor to perform a guaranteed duty has 
taken place, the surety, upon payment or performance of 
all that he is liable lor, is invested with all the rights which 
the creditor had against the principal debtor. 
99, (a) A surety is entitled to the benefit of every security 
which the creditor has against the principal debtor at the 
time when the contract of suretyship is entered into, whether 
the surety knows of the existence of such security or not ; 
and, if the creditor kms on‘, without the consent of the 
surety, parts with such security, the surety is discharged to 
the extent of the value of the security. 
(2) Nothing in this or in the Bast preceding section con- 
tained shall affect the provisions of the Civil Procedure Law, 
or any amendment thereof. 
0. Any guarantee which has been obtained by means 
of misrepresentation made by the creditor, or with his 
knowledge and assent, concerning a materid part of the 
transaction, is invalid. 
CONTRACT. [CAP. 149. 31 
r 101. Any guarantee which the creditor has obtained by I:;z;y, 
means of keeping silence as to material circumstance is collcealment invalid. invalid. 
102. Where a person gives a guarantee upon a contract (;uara~ltet* 
that the creditor shall not act upon it until another person thatcreditor 
has joined in it as co-surety, the guarantee is not valid if ;,~~~;;~l~t 
103. In every contract sf guarantee there is an implied lnv1led 
promise by the principal debtor to indemnify the surety; incieninlfy 
and the surety is entitled to recover from the principal sljret~. 
debtor whatever sum he has rightfully paid under t 
guarantee, but no sums which he has paid wrongfully. on contract 
that other person does not join. (o-suret) 
joins. 
promise to 
104. Where two or more persons ai-e co-sureties for the 
same debt or duty, either jointly or severally, and whether coIltlIt,utt. 
under the same or different contracts, and whether with or  all\ 
without the knowledge of each other, the co-sureties, in the 
absence of any contract to the contrary, are liable, as 
between themselves, to pay each an equal share of the whole 
debt, or of that part of it which remains impaid by the 
principal deb tor. 
105. Co-sureties who are bound in different sums are l-labll~ +)f co-suretie\ 
different liable to pay equally as far as the limits of their respective bouIld llt 
obligations permit. 
SlPpni. 
Crooda,” 
warrants for shares in a company ; 
32 CAP. 149.1 CONTRACT 
(b) a '' bailment " is the delivery of goods by one 
person to another for some purpose, upon a 
contract that they shall, when the purpose is 
accomplished, be returned or otherwise dis- 
posed of according to the directions of the 
person delivering them. The person delivering 
the goods is called the " bailor." The person 
to whom they are delivered is called the 
" bailee." 
(2) If a person already in possession of the goods of 
another contracts to hold them as a bailee, he thereby 
becomes the bailee, and the owner becomes the baiIor, of 
such goods although they may not have been delivered by 
way of bailment. 
1)ell~ery '11 
~1~'llIl~ 107. The delivery to the bailee may be made by doing 
anything which has the effect of putting the goods in the 
possession of the intended bailee or of any person authorised 
to hold them on his behalf. 0,r II~T. hc I\\ 
Hailorsdi*ty 108. (1) The bailor is bound to disclose to the bailee 
faliltsin faults in the goods bailed, of which the bailor is aware, and 
~oodsballe(1 which materially interfere with the use of them, or expose 
the bailee to extraordinary risks ; and, if he does not make 
such disclosure, he is responsible for damage arising to the 
bailee directly from such faults. 
(2) If the goods are bailed for hire, the bailor is responsible 
for such damage, whether lie \vas or was not ;t\vai-e of the 
existence of such faults in the goods bailed. to disclose 
C'dle to 1,1 
imi1t-c. 9. In all cases of bailment the bailee is bound to take 
as much care of the goods bailed to him as a man of ordinary 
prudence would, under similar circumstances, take of his 
own goods of the same bulk, quality and vdue as the 
goods bailed. taken In. 
I@. The bailee, in the absence of any special contract, 
is not responsible for the loss, destruction or deterioration 
of the thing bailed, id he has taken the amount of care of 
it described in the last preceding section. riot liable for 
thing l~ilml. loss, etc., 
'l'el.llllllat 1011 
of b;iiliiicwt 
I,y bailcc's 11. A contract of bailment is voidablc at the option of 
act ii1coii:i.- the bailoi , if the bailee does any act with regard to the goods 
contlitiwis. bailed, inconsistent with the conditions of the bailment. Icit with 
CO NTIi A Cl *. L CAP. 149. 33 
____ ___.____-_I_- - - __ -___.-_I _. - - 
112. It the bailee makes any use of the goods bailed, ;,$';J1tvor 
11 hich is not according to the conditions of tfie bailment, he iilahing 1111 
is liable to make compensation to the bailor for any damage ~ll1tl~~~1lst'(l <I,<' of g<><t<l. 
arising to the goods from or during such use of them. lhtIltV1 
113. If the hailce, with the consent of the bailor, iiiixes :;l:;;A;;: 
the goods of the bailor with his own goods, the: bailor and \\Itti 1>a11or . 
tjle tailec s~iall have an iiiterect, in proportion to their ;;;:;:;$;)f 
respective sliares, in tl-it: mixture thus produced. nitti hailer. 
114. If the bailee, without the consent ot the bailor, ~~l~~;~;;~ 
nnixc.4 the goods of the bailor with his own goods, and the without 
reinah.; in the parties respectii\ ely ; but the bailet. is bound \\il(~~l the 
to bear tlie t>\pnsr of separation or division. :ir~d any ~c,,,~l,.ratetl 
tlntnagc iri5inq from the misture. I)ailor c goods CXII bv separated or dilritled, tlie property in the goods I on3ellt 
[nod, I an IN 
1 15. If the lmilee, without tire consent of the bailor, ~~,!,'~;~;~~ 
mixes the goods uf thth bailor with his own goods, in such a nlthl)ut 
mariner that it is impossible to separate the goods bailed ~(~1~~~~, 
from the other goods and tleliiw them back, the bailor is n~ien the 
entitled to be compensated 
goods. t?tc t,aiIee for thc loss of the ~~$~~qn~~;c~ 
R\ ILi\ Illrllt 6. \Vlierc, by tlie cunditiom ol tile Imilnient, the goods b, k,J,l(,l 4,, 
are to be kept or to be carried, or to ha\ c work done upon 1lt-t t*z\ar\ 
them hy the bailee for the bailor, and the bailee is to '' ""lccLI 
receive ho rernuneration, the bailor shall repay to the bailee 
the necessary expenses incurred bc him for the piirpose of 
the Idment. 
The lender of a thing for use may at a 
time or purpose. 
or a specified time o 
In a manner that t 
time agreed upon 
exceetdiimg the I~cncefit actually der 
loans, the lender must, if he compe 
oww for the amount in whi 
the benefit 50 derived. urn, if the loan was gratuitous, even 
0 - 149 1 
CONI'KACT. _________-. 34 CAP. 149.1 
J<etiirn of 118. It is the duty of the bailee to return, or deliver 
i,ner;pir;ltlnn according to the bailor's directions, the goods bailed, 
fiftlmei*r without demand, as soon as the time for which they were 
dcci )nlpllsll~ 
Inento! bailed has expired, or the purpose for which they were 
1'111 ~)()qe bailed has been accomplished. jioods b.uletl 
I3ailee'\ 119. If, by the default of the bailee, the goods are not 
~~l~lty,~s~lcn returned, delivered or tendered at the proper time, he is 
goodsare not responsible to the bailor for any loss, destruction or duly 
ieturned deterioration of the goods from that time. rc5ponci- 
'l'ernlinatiilll 120. A gratuitous bailment is terminated by the death of gratuitous either of the bailor or of the bailee. 
121. In tlie absence of any contract to the contrary, the 
bailee is bound to deliver to the bailor, or according 'to his 
directions, any increase or profit which may have accrued 
from tlirh goods bailed. 
122. The bailor is responsible to the bailee for any loss 
which the bailee mav sustain 1)~ reason that the bailor was 
not entitled to makk the bailment, or to receive back the 
goods or to give directions respecting them.. 
123. If several joint owners of goods bail them, the 
bailee may deli\-er thtm hack to, or according to tlic 
directions of, one joint owner without the consent of all, 
in the absence of any agreement to the contrary-. 
124. If the bailor has no titlie to the goods, and the bailee, 
in good faith, clelivmi them back to, OF according to tlie 
directions of, the bailor, the bailee is not responsible lo 
the owner in respect of sirch delivery. 
25. If ;1. person other than the bailor, claims goods 
hailed, he may take legal proceedings to stop the delivery 
of the goods to the bailor, and lo decide the title to the 
goods. 
26, Tlic finder of goods has no right to sile the owner for 
compensation for trouble and expense voluai tardy inca~rired 
hv him lo preserve the gootls ;~nd to find out the owner ; 
but he niav retain the goods against the owner until he 
receives siich compensation ; and, where the owner Bias 
offcl-ed a specific reward for the return of goods lost, the 
35 --__ CONI’KAC’I’. iCAP. 149. 
finder may sue for such reward, and may retain the goods 
until lk receives it. 
127. Ll’heii a thing wliich is commonly the subject of l\;;n;l(l(.l 
sale is lost, if the owner cannot with reasonable diligence be Lonlmoll~, 
found, or if he refuses, upon demand, to pay the lawful ;;,;le1na’ 
charges of the finder, the finder may sell it- 
(u) when the thing is in danger of perishing or of losing 
the greater part of its value; or 
(6) when the lawful charges of the finder, in respect of 
the thing found, amoiint to two-thirds of its 
value. 
128. Where tlie bailee has, in accordance with the purpose JM~c’s partiLul,i I of the hailnient , rendered any service involving the exercise ilCl, 
of labour or skill in respect of the goods bailed, lie has, in 
the rthsence of a contract to the contrary, a right to retain 
such goods until he receives due remuneration for the 
w\.ices lie lias rendered in respect of them. 
129. Bankers, factors and whariingers, may, in the (7nleral lien 
absence of a contract to the contrary, retain, as a security factorsan(1 
for a general balance of account, any goods bailed to them”; \vharhn~ers 
but no other persons have a right to retain, as a security 
for such balance, goods bailed to them, unless there is an 
express contract to that effect. of banhers, 
Rnil))ieTifs of Bleiltes. 
. The bailriierit of goods as security for payment of a ~’IC~L-. 
The bailee is Ll;;;;;vta p<in no1 debt or performance of a promise is called ‘‘ pledge.” The nll,~ 
bailor is in this case called the ‘‘ pa~nor.” 
called the ‘‘ pa~we.~’ 
8. The pawnee may retain the g 
for payment of the debt or the yesfo 
but for the interest of the debt, and 
n respect of the possession or for the 
e absence of a contract 
edged for any debt or tllatf,,l 
{Itedged 1)awnee nc~t 
to retain io1 
tlebt 01 goods pledged. 
to 
promise other than the debt OX- promise for which they are wh*~h VJ~~(~~ 
pledged ; but swh contract, in the absence of anything to Presumpti,,,i 
tile contrary, shall ?e resumed in regard to subsequent :l;:;;;:x,t 
advances made by ’ he pawnee. sdvances 
3 0 CAP. 149.J 
133. The yawnee is entitled to receive from the pawnor 
extraordinary expenses incurred by him for the preserva- 
tion of the goods pledged. 
134. (I) If the pawnor makes default in payment of the 
debt, or performance, at the stipulated time of the promise. 
in respect of which the goods were pledged, the pawnee 
may bring legal proceedings against the pa\\.nor upon the 
debt or promise, and retain the goods pledged as a collateral 
security ; or he may sell the thing pledged, on giving thc 
pawnor reasonable notice of the sale. 
(2) If the proceeds of such sale are less than the amount 
due in respect of the debt or promise, the pawnor is still 
liable to pav the balance. If the proceeds of the sale arc' 
greater than the amount so due, the pawnee shall pay over 
the siirplns to the pawnor. 
135. If a time is stipulated for the payment of the debt, 
or performance of the promise, for which the pledge is made. 
and the pawnor makes default in payment of the debt 01 
performance of the promise at the stipulated time, he ma>- 
redeem the goods pledged at any subsequent time before the 
actual sale of them ; but he must, in that case, pay, in 
;tdditioii, ;in\- expenses which ha1.e arisen from hi.; default. 
136, A person who is in posswion of any goods, or of any 
ldl of lading, dock-warrant , wareliousc-kceper's certificate, 
Lvharfinger's certificate, or warrant or orcler for delivery, or 
any other document of titlc to goods, may rnakt. a idid 
p&ge of such goods or documents : 
Provided that the pawnee acts in good faith, and un~dei 
circumstances which are not such as to raise a rcasonable 
presumption that the pawnor is acting improperly : 
Provided also that such goods or documents have not 
been obtained from their lawful owner, or from any person 
in lawful custody of them, by means of an offence or fraud. 
f'ledge where 
piwiior has 
only a 
an trrcd interest . 37. Where a person pledges goods in which he has only 
a limited interest, the pledge is valid to the extent of that limited 
CONTRA CY'. [GAP. 649. 37 -. ~ .- 
138. (1) A pledge of- 
(a) bills of exchange, or lieciuire- 
nients for a 
pledge of 
bills of (b) promissory notes, or exchange. 
promissory (c) bonds, whether in customary forni or not, otlier tlotes, etc. 
than those secured by mortgage of immovable 
property, or 
(d) share certificates 01- share warrants for shares in 
a coinyany, as security for payment of a debt 
or performance of a promise, 
shall not be valid and enforceable unless the contract of 
pledge- 
(i) is expressed in writing, and 
(ii) is signed at the end thereof by the pawnor, and 
(iii) is made in the presence of at least two witnesses 
themselves competent to contract and sub- 
scribed by them with their names as witnesses. 
(2) A pledge of share certificates or share warrants for ~~~t1~)~~al 
shares in a company transferable otherwise than by delivery fcrr ,,ledge of 
shall not be valid and enforceable unless, in addition to the 'II. :btx% 
requirements of the preceding subsection- 
(a) notice of such pledge, together with a certified 
copy of the contract of pledge, is given bj7 the 
pawnee to the company, and requircnwits 
(b) the company shall have made a n~~~~~~ra~~~~~~~~ of 
against the shares in respect of \vhich the n~~fi~k: 
slid have been given, and 
certificate that a such pledge in :he register of sllar-ehordeas 
(c) the company .,haBB have dcli\7ered to t 
as bee 
140. If <i tliirtl person ~\rongiully deprives the bailee of 
tllc use OH gmscssion of tlic goods bailed, or does tlieni any 
iiijury, tlie bailee is entitled to iise such remedies as the 
owiier might have used in the like case if no bailment had 
been niadc ; and either the bailor or tlie bailee may bring 
legal proceedings against a tliird person for such deprivation 
or injury. 
141. Whaic\.ei is obtained by way of relief or compensa- 
tion iii any siicfr legal proceedings shall, as betwecn tlic. 
bailor and the bailce, Jw dealt with according to their 
respective inS crest s. 
LIGENCY. 
B$fioiiifntenf um/ ;i idlzority of Agents. 
142. An " agent " is a person employed to do any act for 
anotlier or to rcprcseiit another in dealings with tliird 
persons. The person for whom such act is done, or who is 
so represented, is called tlie " principal." 
143. Any person wlio is competent to contract ma). 
employ an agent. 
144. As betuccn the principal and tliird persons ainy 
person inay become an agent. but no pcrsoo" \vho is not 
competent to contract can become an agent, so as to be 
I-~S~OIIS~~B~ to liis principal according to the provisions in 
that beBidP herein contninecl. 
5. No ccsmsicleration is mecessary to create an agency. 
CONTIIACT. [CAP. 149. 39 
- __ --- -- _____ 
148. (1) An agent having an authority to do an act has :;A;;,(Ff 
authority to do every lawful thing wliich is necessary in autliority 
order to do such act. 
(2) An agent having an authority to carry on a business 
has authority to do every lawful thing necessary for the 
purpose, or usually done in the course of conducting such 
business. 
149. An agent has authority, in an emergency, to do all :::{:& 
such acts for the purpose of protecting his principal from 11ban 
loss as would be done by a person of ordinary prudence, in en’ergency. 
his own case, under similar circumstances. 
Sitb-ageds. 
150. An agent cannot lawfully employ another to per- ~~~~~e~~ 
form acts which he has expressly or impliedly undertaken delegate. 
to perform personally, unless by the ordinary custom of 
trade a sub-agent may, or, from the nature of the agency, 
a sub-agent must, be employe 
“SaYC-spent‘ 151. A “ sub-agent ” is a person competent Bo contract, dsfirbed 
employed by, and acting under the control of, the onginal 
agent in the business of the agency. 
en a sub-agent is 
tl resgonsnbk Bop. his acts, 
rincipal Boa The acts 
for his acts to the IPg:nt, as if he were a pointed by the principal. 
case of Is-arad OF ’vdl3f7a4? 
40 CAP. 149.) CONTRACT. 
Welation 
hetween 
principal and 
person duly 
appointed by 
agent to act 
in business 
of agency. 
Agent's duty 
in naming 
such person. 
Right of 
person as to 
acts done 
for him 
without his 
au thri ty 
Effect of 
ratification. 
Ratitication 
may be 
expressed or 
implied. 
I Kiiowledge 
mqujsi te 
for valid 
ratification. 
Effect of 
ratifying 
unauthvrised 
act forming 
part of a 
transaction. 
Ratification 
of unauthor- 
ised act 
cannot injure 
third person. , 
Termination 
of agency. 154. Where an agent, holding an express or implied 
authority to name another person to act for the principal 
in-the bii4ness of the agency, has named another person 
accordingly, such person is not a sub-agent, but an agent of 
the princijbal for such part of the business of the agency as 
is entrusted to him. 
155. 111 selecting such agent for his principal, an agent is 
bound to exercise the same amount of discretion as a man 
of ordinary prudence would exercise in his own case ; and 
if he does"this he is not responsible to the principal for the 
acts or neghgence of the agent so selected. 
Ratijcat ion. 
156. Where acts are done hy one person on behalf of 
a.iiother, but without his knowledge or authority, he may 
elect to ratify or to disown such acts. If he ratify them, the 
same efifects will follow as if they had been performed by 
his authority. 
157. Ratification may be expressed or may be implied in 
the conduct of the person on whose behalf the acts are done. 
158. Ne, valid ratification can he made by a person whose 
knowvledge of tlie facts of the case is materially defective. 
159. A person ratifying any iinauthorked act done on 
his behalf ratifies tl~: whole of the transaction of which such 
act formed a1 part. 
168. An act done by one person on behalf of another, 
without such other person's authority, which, if done with 
authority, would have the effect of subjecting a third person 
to damages, or of terminating any right or interest of a third 
person, cannot, by ratification, be made to have such effect. 
Reusccefion of A zlthority. 
1. An agency is terminated ty the principal revoking 
his authority ; or bj7 the agent renouncing the business of 
the agency ; or by the business of the agency b 
pletcd ; or by either the principal or agent 
becoming of unsound mind ; or by the principal being 
adjudica.ted a bankrupt or insolvent under the provisions 
of any Law for the +:*.Y being in force dating to ban 
rr 1acv Oh insoavencv. 
CONTRACT. 
164. The principal cannot revoke the authority given to t'-';'$atioll 
his agent after the authority has been partly exercised so autlicirity 
far as regards such acts and obligations as arise from acts k',;yn 
already done in the agency. excwisrtl 
165. Where there is an express or implied contract that ~;~~\~~~''+- 41 
678. The termination of the authority of an agent causes Irllllltlatl(iil 
01 auh- the termination (subject to the rilles herein contained agent's 
regarding the termination of an agent's authority) of the allth~1tv 
authority of all sub-agents appointed by him. 
c.-I49 4 
42 CAP. 149.1 CONTRACT. 
.lgent’s 
duty in 
conducting 
principal’s 
I wsi ness. 
Skill and 
diligence 
required 
fr,11:1 agent. 
\Kent ’5 
accounts. 
\gent’s duty 
to com- 
municate 
n ith 
principal. 
liight of 
principal 
when agent 
deals on hi5 
own account, 
in business 
of agency 
without 
principal’s 
consent. 
Principal’s 
right to 
benefit 
gained by 
agent 
dealing on 
his own 
account in 
business of 
agency. Agent’s Duty to Principal. 
171. An agent is bound to conduct the business of his 
principal according to the directions given by the principal, 
or, in the absence of any such directions, according to the 
custom which prevails in doing business oi the same kind 
at the place where the agent conducts such business. When 
the agent acts otherwise, if any loss be sustained, he must 
make it good to his principal, and, if any profit accrues, he 
must account for it. 
172. An agent is bound to conduct the busiiiess of the 
agency with as much skill as is generally possessed by 
persons engaged in similar business, unless the prinlcipal 
has notice of his want of skill. The agent is always bound 
to act with reasonable diligence, and to use such skill as he 
possesses ; and to make compensation to his principal in 
respect of the direct consequences of his own neglect want 
of skill or misconduct, but not in respect of loss or damage 
which are indirectly or remotely caused by such neglect, 
want of skill or misconduct. 
173. An agent is bound to render proper accounts to his 
principal on demand. 
174. It is the duty of an agent, in cases of difficulty, to 
use all reasonable diligency in communicating with his 
principal and in seeking to obtain his instruction. 
175. If an agent deals on his own account in the business 
of the agency, without first obtaining the consent of his 
principal and acquainting him with all material circum- 
stances which have come to his own knowledge OBI the 
subject, the principal may repudiate the transaction, if the 
case shows either that any material fact has been dis- 
honestly concealed from him by the agent, or that the 
dealings of the agent have been disadvantageous to him. 
176. If an agent, without the knowledge of his principal, 
deals in the business of the agency on his own account 
instead of on account of his principal, the principal is 
entitled, notwithstanding anything contained in Part VI11 
of this Law, to claim from the agent any benefit which may 
have resulted to him from the transaction. 
CONTRBC7'. [CAP. 149. 43 
177. An agent may retain, out of any sums received on 
ac,count of the principal in the business of the agency all retainerout 
moneys due to himself in respect of advances made or ;&?y"eSl,,,, 
expenses properly incurred by him in conducting such principal's 
business, and also such remuneration as may be pajrable acro'rnt 
to him for acting as agent. 
178. Subject to such deductions, the agent is bound to ::;;$'5sf;t; 
pay to his principal all sums received on his account. received for 
principa 1 
179. In the absence of any special contract, payment for ::;;,, 
the performance of any act is not due to the agent until the remunera- 
completion of such act ; but an agent may detain moneys :?;(* 
received by him on account of goods sold, although the 
whole of the good consigned to him for sale may not halt. 
been sold, or although the sale may not be actually completc. 
.\gent IlOt 180. An agent who is guilty of misconduct in the business entitled to 
of the agency is not entitled to any remuneration in respect i::F;o"r'"- 
of that part of the business which he has misconducted. business 
niiscon- 
ducted 
181. In the absence of any contract to the contrary, an >\gent's llcl, 
agent is entitled to retain goods, papers and other property, on 
whether movable or immovable, of the principal received propert,, 
by him, until the amount due to himself for commission, 
disbursements and services in respect of the same has been 
paid or accounted for to him. principal'\ 
Yriiici$ul's Diiihl to ,Igeiit. 
182. The employer of an agent is bound to indemnify $;;2i;h');; 
him against the consequences of all lawful acts done b?- agaiiist con- 
such agent in exercise of the authority conferred upon him. ;;~l;ue;;~soi 
3. Where one person employs another to do an act, ;E;::;;$ 
and the agent does the act in good faith, the employer is againstcon- 
liable to indemnify the agent against the consequences of E:;zny;: 
that act, though it cause an injury to the rights of third ,"ciot~ faith 
persons. 
e Where one person employs another to do an act $(':;:;:';E) 
which is criminal, the employer is not liable to the agent, of agent t,) 
either upon an express or an implied promise, to indemnifv 
him against the constquences of that act. 
44 CAP. 149.1 CONTRACT. 
Cornpens- 
forinjury 
caused by 
neglect. 185. The principal must make compensation to his agent 
in respect of injury caused to such agent by the principal’s 
neglect or want of skill. tion to agent 
principal’s 
Efect of Agcizcy on Coiztract with Third Persoits. 
Enforcement 186. Contracts entered into throrigli an agent, and 
ciuencesof obligations arising from acts done by an agent, may be 
enforced in the same manner, and will have the same legal 
consequences, as if the contracts had been entered into and 
the acts done by the principal in person. and conse- 
agent‘s 
contracts. 
I’rlllclpdl 187. When an agent does more than he is authorised to 
bclund ,rl,rn do, and when the part of what he does, which is within his 
dgent authority, can be separated from the part which is beyond 
a,,tht,r,tv his authority, so much only of what he does as is within his 
authority is binding as between him and his principal. how far 
exceeds 
Principal 188. Where an agent does more than he is authorised to 
wfienehce$s do, and what he does beyond the scope of his authority 
ofawt’s cannot be separated from what is within it, the principal 
not is not bound to recognise the transaction. 
( onse- 189. Any notice given to or information obtained by the 
n,,t,ce g,ve,i agtmt, provided it be given or obtained in the course of the 
to agent business transacted by him for the principal, shall, as 
between the principal and third parties, have the same legal 
consequences as if it had been gixen to or obtained 1197 the 
Principal. not bound 
authority 15 
separable 
quences of 
.%wtcanrlot 190. (1) In the absence of any contract to that effect, an 
enforce, nor agent cannot personally enforce contracts entered into by 
heboundby him or1 behalf of his principal, nor is he personally bo~lntl 
behalf of by them. personally 
contracts on 
(2) Such a contract shall be presumed to exist in the principal. 
Presumption 
<)f contract following cases- 
\I to contrary. (a) where the contract is made by an agent for the sale or 
purchase of goods for a merchant resident 
abroad ; 
(b) where the agent does not disclose the name of his 
principal ; 
(c) where the principal, though disclosed, cannot be 
sued. 
COIL-TKA Cl.. [CAP. 149. 45 
191. (1) It an agent makes a contract with a person who Rights of 
agent, his principal niay require the performance of the made by 
contract ; but the otlier coiiiracting party has, as against :fs:s: 
the principal, the 5ame rights as he would have had as 
against the agent if the agent had been principal. 
(2) If the principal discloses himself before the contract Where 
is completed, the other contracting party may refuse to {EEgl 
fulfil the contract, if lie can show that, if he had known who himself 
was the principal in the contract, or if he had known that before 
the agent was riot a principal, lie would not have entered ofcontract. 
into the contract. neither knows, nor has reason to suspect, that he is an P arties to a 
contract 
completion 
192. Where one mail makes a contract with another, pedormance 
neither knowing nor having reasonable ground to suspect 
that the otlier is ail agent, the principal, if he requires the supposedto 
performance of the contract, CXI only obtain such perform- be principal. 
ance subject to the rights and obligations subsisting between 
the agent and the other party to the contract. 
193. In cases where the agent is persoilally liable, a aght of 
person dealing with him may hold either him or lis principal, 7~;;~ with 
or both of them, liable. agent 
personally 
liable. 
194. When a person who has made a contract with an Conse- 
principal only will be held liablc, or induces the principal agent or 
to act upon the belief that the agclit only will be held liable, ~~~P~~~f 
he cannot afterwards liold liable the agent or principal that agent induces the agent to act upon the belief that the quence . of 
inducing 
principal 
be held ex- 
clusively 
liable rcspectivelv. or agent will 
195. A person untruly represcritiiig himself to be the Liabiiity of 
authorised agent of anotlicr, and thereby inducing .L third pretended 
person to deal with him as such agent, is liable, if his alleged 
employer does not ratify his acts, to make compensation 
to the other in respect of my loss or darnage which he has 
incurred by so dealing. agent 
196. A person with whom a contract has been entered Person 
into in the character of agmt is not entitled to require the tracting as 
performance of it if lie was in wality acting, not as agent, but agent not falsely con- 
entitled to on his own acconnt. performance 
C.-149 
Liability of 
principal 
inducing 
belief that 
agent's tin- 
ail thi xiwl 
acts were 
dutliorid. 
Effect, on 
dgree nien t , 
Cjf inisrepre- 
sentation or 
fraud by 
agent. 197. \Vlieli an agent has, witliout aiitllority, done acts 
or incurrcd obligations to tliirtl pc~sons oil helialf of his 
principal, tlic priiiciyal is bouiitl by siich acts 01 obligations 
if lie lias by Iiis words or conduct iiiduced sucli third persons 
to IwLitx~c~ that :juch acts arid ohligations wt'ie within the 
scup: of the agent's autliority. 
198. Mi~rel)r-eseiitatioiis made, OK frauds committed, by 
agents acting in the course of their business for their 
principals, liave tlicb wne effect on agreements made by 
such agents as if sucli niisrepresentations or frauds had been 
made or comnii ttetl by tlie principals ; but niisrepresenta- 
tions macle, or frauds committed, by agents, in matters 
which do not fall uitliiii tlicir authority, do not afiect their 
principals. 
- - 
Section 1ii of tlli, I A\\ \cliicIi rcpcalcli the (iniiiic~rci~1 Code (\iiitwlinent) I aw 
1!)17 .ind \OI,IC ~III\ 1>111112 ut tlw .\!PI(.I~P r~i~d tlw Ottoin,m ( oniinriLial < ode, provided 
(U) 311) Lontr'rLt. spec-iiicmt, hiiiti (11 i~~~triiinrnt enit let1 into niadr 01 exrcntetl 
(b) any ripht or intcrebt acquired or accrued nn<ler thv provisom of dn) 0 enactrnc~nt rr;iedlecl by this 1,aw , c)r 
(0 any legal procwdinf: or reincdy 111 it\pect of an) ~iicli contract, agreement, tllnt '>IILh It }Jfal 511t Ul<l 11 It, dIlI1 tllat ll~>t~lJil~ 111 tile 1 a\\ 5h(llilt~ dfleLt - 
Idore tlic coining int~) cqieration of thi\ I.aw , 01 
I)cml In\trurnent, right or intcw<t