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Title: Civil Code CH
Category: Ministry of Justice(法務部)
Part Ⅱ Obligations
Chapter II Particular Kinds Of Obligations
Section 1 - Sale
Sub-section 1 General Provisions
Article 345
A sale is a contract whereby the parties agree that one of them shall transfer to the other his rights over property and the latter shall pay a price for it.
The contract of sale is completed when the parties have mutually agreed on the object and the price.
Article 346
Although the price is not fixed concretely by the agreement, if it may be decided from the circumstances, it is deemed to be fixed.
If it is agreed that the price shall be fixed according to the market price, it is deemed to be fixed according to such market price at the place and time of performance unless otherwise provided by contract.
Article 347
The provisions under the present title shall apply mutatis mutandis to such nongratuitous contracts other than those of sale, unless the nature of the contract does not permit.
Sub-section 2 Effects of Sale
Article 348
The seller of a thing is bound to deliver the thing to the buyer and to make him acquire its ownership.
The seller of a right is bound to make the buyer acquire the right sold. If, by virtue of such right, the seller can possess a certain thing, he is also bound to deliver the thing.
Article 349
The seller shall warrant that the thing sold is free from any right enforceable by third parties against the buyer.
Article 350
The seller of a claim of prestation or any other right shall warrant the actual existence of such prestation or right. The seller of valuable securities shall also warrant that it shall not be declared voidance through public summons.
Article 351
If the buyer knew at the time of concluding the contract the defect of the right sold, the seller is not bound to warrant such defect, unless otherwise provided by contract.
Article 352
Unless otherwise provided by contract, the seller of a claim of prestation does not warrant the solvency of the debtor. If he warrants the solvency of the debtor he is presumed to warrant the solvency at the time when the claim of prestation is transferred.
Article 353
If the seller does not perform his duties specified in Articles 348-351, the buyer may exercise his rights in accordance with the provisions concerning non-performance of obligations.
Article 354
The seller of a thing shall warrant that the thing sold is, at the time when the danger passes to the buyer according to the provisions of Article 373, free from any defect in quality which may destroy or impair its value, or its fitness for ordinary efficacy, or its fitness for the efficacy of the contract of sale. However, if the extent of the impairment is of no importance, such impairment shall not be deemed to be a defect.
The seller also shall warrant that, at the time the danger passes; the thing has the guaranteed qualities.
Article 355
A seller is not responsible for such defect of quality in the thing sold as specified in the first paragraph of the preceding article, if the buyer knew of the defect at the time when the contract was made.
If a defect of the kind specified in the first paragraph of the preceding article has remained unknown to the buyer in consequence of gross negligence, the seller is not responsible if he has not guaranteed that the thing is free from the defect, except in the case that he has intentionally concealed it.
Article 356
The buyer is bound to examine without delay the thing received in accordance with the nature of such thing and as far as the ordinary procedure of affairs allows it, and should he discover any defect for which the seller is responsible, he shall immediately notify the seller of such defect.
If the buyer delays giving the notice mentioned in the preceding paragraph, he is deemed to have accepted the thing, except in case where the defect is one which would not have been revealed by ordinary examination.
Should a defect, which could not have been discovered immediately, be discovered subsequently, notice shall be sent to the seller without delay after the discovery. If the buyer delays giving such notice, the thing is deemed to be accepted.
Article 357
The provisions of the preceding article do not apply to cases where the seller has intentionally concealed the defect.
Article 358
A buyer, who declines to accept a thing forwarded from another place by asserting that it is defective, is bound to preserve it in his custody temporarily, when the seller has no agent in the place of delivery.
In the case specified in the preceding paragraph, if the buyer fails to take proper measures immediately to prove the existence of the defect, it is presumed that the defect asserted did not exist at the time of the delivery.
If the thing forwarded will easily deteriorate, the buyer may sell it according to the market price when he takes proper measure to prove that. If it is to the advantage of the seller, the buyer is bound to make such sale, when necessary. The buyer, who sells the thing in accordance with the provisions of the preceding paragraph, shall notify the seller without delay. If he delays the notice, he shall be liable to compensate for the injury arising therefrom.
Article 359
When there is a defect in the thing sold for which, according to the provisions of the five preceding articles, the seller is responsible for a warranty, the buyer has the option to rescind the contract or to ask for a reduction of the price, unless in the case specified, that a rescission of the contract would constitute an obvious unfairness of the transaction the buyer is only entitled to ask for a reduction of the price.
Article 360
In the absence of a quality of the thing sold, which was guaranteed by the seller, the buyer may demand to compensate for the injury of nonperformance, instead of rescission of the contract or of a reduction of the price. The same rule shall be applied if the seller has intentionally concealed a defect in a thing.
Article 361
If the buyer asserts that there is a defect in the thing sold, the seller may fix a reasonable deadline and notify the buyer to declare within such deadline whether he rescinds the contract or not.
If the buyer does not rescind the contract within the deadline specified in the preceding paragraph, the right of rescission is lost.
Article 362
Rescission of a contract on account of a defect in the principal thing extends to its accessory.
If there is a defect in the accessory, the buyer may only rescind such contract of accessory.
Article 363
If one of several things sold is defective, the buyer may only rescind such defective thing. If several things are sold for an aggregate price, the buyer may also demand a reduction in the aggregate price proportionate to the defective thing.
In the case provided by the preceding paragraph, either party may rescind the whole contract if he is obviously injured through the separation of the defective thing from the others.
Article 364
When the thing sold is a thing designated only as to its kind, and the thing is defective, the buyer may, instead of rescission of the contract or a reduction of the price, immediately request the seller to deliver in exchange another thing free from defect.
The seller is also bound to warrant that the thing delivered in exchange under the preceding paragraph is free from defect.
Article 365
Where there has been delivery of a thing which is defective, the right of the buyer to rescind the contract, or to claim a reduction of the price is extinguished by prescription, according to the provision of article 356, if the buyer does not exercise his rights within six months after notice or after five years from the date of delivery.
The provisions of the preceding paragraph concerning six months periods shall not be applied if the seller has intentionally concealed the defect.
Article 366
An agreement releasing the seller of liability on account of defects in a right or a thing or limiting such liability is void if the seller has intentionally concealed the defect.
Article 367
The buyer is bound to pay to the seller the agreed price and to accept delivery of the object sold.
Article 368
If the buyer has good causes to fear that a third party may assert rights which may deprive the said buyer of the whole or a part of the rights derived from the sale, he may refuse to pay the whole or a part of the price, except the seller has furnished proper security.
In the cases specified in the preceding paragraph, the seller may request the buyer to lodge the price.
Article 369
Unless otherwise provided, by the act, by contract or by customs, the delivery of the object sold and the payment of the price shall take place simultaneously.
Article 370
If a deadline for the delivery of the object sold has been fixed, such deadline is presumed to be the deadline for the payment of the price.
Article 371
If the delivery of the object sold and the payment of the price shall take place simultaneously, the price shall be paid at the place of delivery.
Article 372
If the price is calculated according to the weight of the thing sold, the weight of the packing shall be deducted. Unless otherwise provided by the contract or if there is a specific custom, such contract or custom shall be followed.
Article 373
The profits and dangers of the object sold pass to the buyer at the time of delivery, unless otherwise provided by contract.
Article 374
If the buyer requests that the object sold be delivered at a place other than the place where delivery ought to be made, the dangers pass to the buyer at the time when the seller delivers the object to the person who transports it or is entrusted with its transportation.
Article 375
If the dangers have passed to the buyer before delivery of the object sold, and the seller incurs any necessary outlay on the object before delivery and after such dangers have passed, the buyer is bound to compensate the seller for such outlay in conformity with the provisions concerning Mandate.
If the outlay incurred under the circumstances described in the preceding paragraph was not necessary, the buyer is bound to compensate such outlay in conformity with the provisions concerning Management of Affairs without Mandate.
Article 376
If the buyer has given specific instructions as to the manner of forwarding the object sold and the seller deviates from those instructions without urgent reason, and the seller is liable to the buyer for any injury resulting therefrom.
Article 377
When the object of a sale is a right, by virtue of which the seller may possess a certain thing, the provisions of the four preceding articles shall be mutatis mutandis applied.
Article 378
Unless otherwise provided by the act, by contract or by customs, the costs of sale are to be borne according to the following rules:
(1) The costs of the contract of sale are to be borne by both parties equally;
(2) The costs of transferring the right sold, the costs of transporting the object sold to the place of performance, and the costs of delivery are to be borne by the seller;
(3) The costs of accepting delivery of the thing sold, the costs of registration and the costs of forwarding the thing sold to a place other than the place of performance, are to be borne by the buyer.
Sub-section 3 Redemption
Article 379
When in the contract of sale, the seller reserves the right of redemption, he may redeem the object sold on returning the price.
If the price for redemption specified in the preceding paragraph has been fixed by an agreement, such agreement shall be followed.
The interest on the original price and the profits obtained by the buyer from the object sold are deemed to be offset against each other.
Article 380
The redemption period shall not exceed five years. If a longer period is provided by the contract, it shall be reduced to five years.
Article 381
The person who redeems shall return the costs of the sale paid by the buyer together with the price of redemption.
Costs of redemption are borne by the person who redeems.
Article 382
The person who redeems shall return the expenses and other beneficial outlays made by the buyer for the improvement of the object, in so far as the value of the object has been presently increased thereby.
Article 383
The buyer is bound to the person who redeems to deliver the object sold along with its accessories.
If, owing to circumstances for which the buyer is responsible, the object sold cannot be delivered, or has been obviously altered, the buyer shall be bound to compensate for any injury arising therefrom.
Sub-section 4 Particular Kinds of Sale
Article 384
A contract of sale on approval is a contract which is constituted to be subject to the suspenseful condition of the approval of the object of the sale by the buyer.
Article 385
In a contract of sale on approval the seller is bound to permit the buyer to examine the object sold.
Article 386
If the object has been examined without being delivered and the buyer has not declared his acceptance within the agreed deadline, the buyer is deemed to have refused acceptance. The same rule shall be applied, if in the absence of an agreed deadline the buyer has not declared his acceptance within a reasonable deadline fixed by the seller.
Article 387
If an object has been delivered to be examined and the buyer does not return the object or declare his refusal within the agreed deadline, or, in the absence of an agreed deadline, within a reasonable deadline fixed by the seller, the buyer is deemed to have accepted.
If the buyer has paid the whole price or a portion of it, or does any action which is not necessary for examining the object, he is deemed to have accepted it.
Article 388
In a sale according to sample the seller is deemed to warrant that the object delivered will have the same quality as the sample.
Article 389
A clause in a contract of sale by installments that the whole of the: price may be claimed by seller as soon as the buyer is in default shall not be enforced, unless the buyer is in default for installments representing at least one-fifth of the total price.
Article 390
A clause in a contract of sale by installments, if it is agreed that, upon the rescission of the contract, the seller may retain the installments received, the amount retained shall not exceed an amount representing the rental of the object sold plus damages in case the object sold has sustained any injury.
Article 391
A sale by auction is constituted when the auctioneer announces its completion by knocking down the hammer or in any other customary manner.
Article 392
The auctioneer shall not bid nor employ any person to bid at any auction conducted by him.
Article 393
Unless the person who has ordered the sale has expressed a contrary intent, the auctioneer has the right to adjudge the lot to the highest bidder.
Article 394
The auctioneer may not announce the completion of the sale, and withdraw a lot from the auction if he thinks that the highest bid is insufficient.
Article 395
A bid made by a bidder ceases to be binding, when a higher bid is made or when the lot is withdrawn from the auction.
Article 396
The buyer at a sale by auction shall pay the price in cash when the sale by auction constituted or at the time fixed by the notice advertising the sale.
Article 397
If the buyer at a sale by auction fails to pay the price in time, the auctioneer may rescind the contract and resell the thing by auction.
If the price of the second auction does not cover the original price and costs of the resell by auction, the original buyer is liable for the difference.
Section 2 - Exchange
Article 398
The provisions concerning Sale shall apply mutatis mutandis to the case where the parties agree to transfer to one another his rights over property other than money.
Article 399
If one of the parties has agreed to deliver or transfer to the other money in addition to the rights over property specified in the preceding article, the provisions concerning the price of sale shall apply mutatis mutandis to such money.
Section 3 - Current Account
Article 400
Current account is a contract whereby the parties agree that the claim of prestations and obligations arising from transactions between them shall be settled at fixed periods and offset against each other, the balance only being paid.
Article 401
The entry of a bill of exchange, promissory note, check or other negotiable instrument in current account may be cancelled, if such negotiable instrument is not paid by its debtor.
Article 402
In the absence of a specific agreement, the period for striking the balance of a current account shall be six months.
Article 403
Unless otherwise provided by contract, either party may at any time terminate the contract of current account and have the balance struck.
Article 404
The parties may agree that each item in the current account shall bear interest from the date of entry.
Interest may be claimed on the difference from the date the balance was struck
Article 405
Removal or correction of the items of entry in a current account shall not be claimed after one year from the date when the balance was struck.
Section 4 - Gift
Article 406
A gift is a contract whereby the parties agree that one of the parties delivers his property gratuitously to another party and the latter agrees to accept it.
Article 407
(Repealed)
Article 408
So long as the right of the gift has not been transferred to the donee, the donor may revoke the gift. If the thing given has been partially transferred, the donor may revoke the gift for the portion has not been transferred.
The provision of the preceding paragraph shall not apply to gifts notarized or to gifts made for the discharge of a moral obligation.
Article 409
If a gift coming under the provisions of the second paragraph of the preceding article delayed to deliver, the donee may claim the delivery of the thing given, the donee may claim to compensate for the price of the thing given when the donor is responsible for being unable to perform the payment.
In the case of the preceding paragraph, the donee shall not claim to interest for the default or other injury for such non-performance.
Article 410
The donor is responsible to be unable to perform the payment to the donee only for his intentional acts or gross negligence.
Article 411
The donor is not liable for a defect in the thing or right given. But, if he has intentionally concealed the defect or expressly guaranteed that the thing was free from such defect, he is bound to compensate the donee for any injury arising therefrom.
Article 412
If the gift has been made subject to a charge and the donee does not perform the charge after the gift has been delivered to him, the donor may demand performance or revoke the gift.
If the purpose of the charge is for the public interests, the authorities concerned or public prosecutor may, after the donor died, order the donee to perform it.
Article 413
If the gift is made subject to a charge and it is insufficient to defray the charge, the donee is bound to perform the charge only up to the extent of the value of the gift.
Article 414
When a gift is made subject to a charge, the donor is liable for defects in the thing or right given in the same rule as a seller, up to the extent of the charge executed by the donee.
Article 415
If a gift consists in periodical prestations to be performed by the donor, the obligation has ceased to be effective when either the donor or donee died, unless the donor has expressed a contrary intent.
Article 416
The donor may revoke a gift if the donee has acted towards the donor in any of the following ways:
(1) Committing against the donor, his spouse, his lineal blood relatives, collateral relatives by blood within three generations, or relatives by marriage within two generations an intentional offense expressly punishable under the Penal Code; or
(2) Failing to perform his duty to furnish maintenance to the donor, in case he has such duty.
The right of revocation specified in the preceding paragraph is extinguished by prescription if it is not exercised within one year from the date when the donor knew of the grounds for revocation. The same rule shall be applied if the donor has expressly forgiven the donee.
Article 417
The successor of the donor may revoke the gift if the donee has intentionally and wrongfully caused the death of the donor or prevented the donor from revoking the gift. But their right of revocation will be extinguished by prescription, if it is not exercised within six months from the date when they knew of the said ground for revocation.
Article 418
A donor may refuse performance of a gift, if after the gift has been agreed upon his economic conditions have changed, to such an extent that the performance of the gift would seriously affect his means of livelihood or hinder his duty to furnish maintenance to others.
Article 419
Revocation of a gift shall be made by an expression of intent to the donee.
After the revocation of the gift, the donor may demand to return the gift given in accordance with the provisions concerning Unjust Enrichment.
Article 420
The right of revocation of a gift is extinguished by the death of the donee.
Section 5 - Lease
Article 421
A lease is a contract whereby the parties agree that one of them shall let the other party use a thing or collect profits therefrom and the latter shall pay a rental for it.
The rental specified in the preceding paragraph may consist of money or of profits of the thing leased.
Article 422
A lease of real property for a period exceeding one year shall be executed in writing. If it is not so executed in writing, it is deemed to have been made for an indefinite period.
Article 422-1
Leasing a land (station) for building a house, a lessee may demand a lessor to register superficies after a contract constituted.
Article 423
The lessor shall be bound to deliver to the lessee the thing leased in a condition fit for the stipulated use or for the collection of profits as agreed upon. He shall be also liable to keep it up in such a condition as to be fit for such use or collection of profits during the continuance of the lease.
Article 424
In the case of a lease of a house or other place intended for habitation, if the defect is such as to endanger the health or safety of the lessee or of the persons living with him, the lessee may terminate the contract, although he knew of the defects at the time of the contract or has waived his right of terminating the contract.
Article 425
A lease continues to exist to the transferee notwithstanding the lessor transfers the ownership of the thing leased to a third party after the lessor delivered the thing leased and the lessee has possessed such thing.
The provisions of preceding paragraph shall not apply to a lease of real property without notarizing, the period exceeding five years or an indefinite period.
Article 425-1
The land and the house on such land belong to one person, he transfers only the ownership of land of the house to the other, or transfers the ownership of land and house simultaneously or in sequence to the different persons, the lease is presumed to be constituted between the transferee of the land or of the house and the person of transferor, or between the transferee of the house and of the land in the duration of the use of the house. The limitation of the period in the first paragraph of Article 449 shall not be applied.
In the case specified in the preceding paragraph, if the parties cannot reach an agreement, they may apply to the court to judge.
Article 426
The provisions of article 425 shall be mutatis mutandis applied, when the lessor creates the thing leased with a right in rem, which prevents the lessee from using and collecting the profits of the thing leased.
Article 426-1
Leasing a land (station) for building a house, when the lessee transfers the ownership of the house, the lease of land (station) continues to exist to the transferee of house.
Article 426-2
Leasing a land (station) for building a house, if the lessor sells the station, the lessee is entitled to have a first right to buy it according to the same condition. If the lessee sells the house, the owner of the land (station) is entitled to have a first right to buy it according to the same condition.
In the case specified in the paragraph, the seller shall notify the conditions of sale in writing to the person who has a first right to buy it. The person who has a first right to buy it is deemed to give up his right, if he doesn't express his intent to buy it with in ten days after the notice arrived. If the seller doesn't notify the person who has a first right to buy it and registers the ownership of transferring, he shall not against the person who has a first right to buy it.
Article 427
All charges and taxes on the thing leased shall be borne by the lessor.
Article 428
If the thing leased is an animal, the lessee shall bear the cost of provender.
Article 429
Unless otherwise provided by the contract or customs, the lessor shall make all repairs to the thing leased.
The lessee shall not refuse the lessor to do such actions as are necessary for the maintenance of the thing leased.
Article 430
If, for the duration of the lease, the thing leased is necessary for repairing incumbent on the lessor, the lessee may fix a reasonable deadline and notify the lessor to make such repairs. If the lessor fails to make such repairs within the deadline, the lessee may terminate the contract or make the repairs himself with demanding the lessor to return for any expenses incurred therefrom or deducting the said expenses from the rental.
Article 431
If the lessee incurs any beneficial outlays for the thing leased, whereby its value is increased, and if the lessor knows of the circumstances but fails to express a contrary intent, he shall return such expenses to the lessee, upon the termination of the contract, expenses in so far as the value of the thing has been presently increased thereby.
The lessee may remove all the attachments affixed to the thing leased, unless he shall restore the thing leased to its status quo ante.
Article 432
The lessee shall be bound to keep and manage the thing leased with the care of a good administrator. If the thing leased possesses productivity, he shall also be bound to maintain such productivity.
If the lessee violates the duty under the provisions of the preceding paragraph, whereby damage or destruction has been caused to the thing leased, he is bound to compensate for the injury arising therefrom. However, he is not responsible for any damage or change caused to the thing leased through the use of the thing, or through the collection of profits therefrom, in the ways as agreed upon or in the ways as are in accordance with the nature of the thing.
Article 433
The lessee is bound to compensate for damage or destruction to the thing leased, which has been brought about by circumstances for which the persons living with him or any third party, whom he permits to use the thing leased or to collect profits therefrom, shall be responsible to compensate for the injury.
Article 434
If, owing to gross negligence of the lessee, damage or destruction is caused by fire to the thing leased, the lessee is bound to compensate the lessor for such injury.
Article 435
If, in consequence of circumstances for which the lessee is not responsible, the thing leased is partially destroyed for the duration of the lease, the lessee may claim for a reduction of rental proportionate to the part destroyed.
In the case specified in the preceding paragraph, if the lessee cannot with the remaining part accomplish the purpose of the lease, he may terminate it.
Article 436
The provisions of the preceding article shall be mutatis mutandis applied, when the lessee cannot use the thing leased or collect profits therefrom in the agreed use of, whereby a third party claims rights to the thing leased.
Article 437
For the duration of the lease, if the thing leased is necessary for repairing incumbent upon the lessor, or if an equipment becomes necessary for avoiding a danger to the thing, or if a third party claims a right over it, the lessee shall immediately notify the lessor of the occurrence, except the lessor already knew of it.
If the lessee delays giving such notice, and where the lessor owing to the delay could not afford remedy in time, the lessee shall be bound to compensate the lessor for any injury arising therefrom.
Article 438
The lessee shall use the thing leased or collect profits therefrom only in the ways as are agreed upon, or, in the absence of such agreement, only in the ways as are in accordance with the nature of the thing leased.
If the lessee uses the thing leased or collects profits therefrom in a way against the provisions of the preceding paragraph, and if he continues to so use it notwithstanding a remonstrance of the lessor, the latter may terminate the contract.
Article 439
The lessee shall pay the rental at the agreed date and in the absence of such agreed date, according to customs; and in the absence of such agreement or customs, the rental shall be paid at the termination of the lease. If the rental is paid periodically, it shall be paid upon the end of each of the periods. If there is a season for the collection of profits from the thing leased, the rental shall be paid at the end of such season.
Article 440
If the lessee delays paying the rental, the lessor may fix a reasonable deadline and notify him to pay. If the lessee does not pay within such deadline, the lessor may terminate the lease.
If the thing leased is a house, the lease cannot be terminated so long as the total rental in arrears does not correspond to two months, the provisions of the preceding paragraph shall not be applied. The rental is agreed to pay at the commence of the period, the lessor may terminate the lease only as the rental delays paying more than two months.
Leasing for building a house of a land (station), as the total rental in arrears corresponds to two years, the provisions of preceding paragraph shall be applied.
Article 441
The lessee shall not be released from his obligation to pay his rental by the fact that he is prevented from using the thing leased or from collecting profits therefrom, either wholly or partially, through a cause brought about by himself.
Article 442
In case the thing leased is a real property, either party may apply to the court for an increase or reduction of its rental in proportion to the fluctuation of its value, unless the lease in made for a definite period.
Article 443
The lessee shall not sublet the thing leased to another person without the consent of the lessor. But if the thing leased is a house, the lessee may sublet a part of it to another person, unless otherwise agreed upon a contrary intention.
If the lessee sublets the thing leased to another person against the provisions of the preceding paragraph, the lessor may terminate the lease.
Article 444
If the lessee sublets the thing leased to another person in conformity with the provisions of the preceding article, the lease is still continuous between the lessor and the lessee.
The lessee is bound to compensate for injury arising from circumstances for which the sublessee shall be responsible.
Article 445
The lessor of a real property has for his claim of prestations arising from the lease a right of retention over the movables belonging to the lessee and placed in the real property, thing except those movables which cannot be seized in execution.
In the case of the preceding paragraph, the lessor may compensate himself out of the thing retained only to the extent of those injury he is already entitled to claim for, together with the rental for the present term and for the unpaid past terms.
Article 446
The lessor's right of retention as specified in the preceding article is extinguished by the removal of the things to which it applies by the lessee, unless the removal has taken place without the lessor's knowledge or he has objected to such removal.
If the removal takes place in the performance of the business or in ordinary course of life of the lessee, or if the things remaining on the premises are sufficient to secure the payment of the rental, the lessor shall not object to the removal.
Article 447
The lessor may, even without application to the court, prevent the removal of the things subject to his right of retention, in so far as he is entitled to object to the removal. If the lessee is away from the real property leased, the lessor is entitled to take possession of the things subject to the right of retention.
If the said things have been removed without the knowledge of or in spite of the objection of the lessor, the lessor may terminate the lease.
Article 448
The lessee may release the right of retention to exercise by the lessor by furnishing security. He is also entitled to extinguish the right of retention against any individual by furnishing security to the extent proportionate of the value of the thing.
Article 449
The period of a lease shall not exceed twenty years. If a period longer than twenty years, such period is to be reduced to twenty years.
The period specified in the preceding paragraph may be renewed by the parties.
Leasing a land (station) for building a house, the provisions of the first paragraph shall not be applied.
Article 450
When the lease is made for a definite period, the lease terminates at the end of such period.
If no such period has been specified for the termination of the lease, each party may terminate it at any time. However, if customs is in favor of the lessee, such customs shall be followed.
To terminate a lease as specified in the preceding paragraph a notice shall be given in advance according to customs, but if the rental of a real property is payable weekly, fortnightly or monthly, termination is effective only at the end of the calendar week, or fortnight, or month, and a notice shall be given at least one week or fortnight or month in advance.
Article 451
If, after the end of the lease, the lessee still continues to use the thing leased or to collect profits therefrom, and the lessor does not immediately express his intent to the contrary, the lease is deemed to be continued for an indefinite period.
Article 452
If the lessee died, his successor may terminate the lease by giving notice in advance according to the provisions of the third paragraph of Article 450, even if the lease was made for a definite period of date.
Article 453
If the lease is made for a definite period and if it is agreed that one of the parties may terminate the lease before its end, a notice of such termination shall be given in advance according to the provisions of the third paragraph of Article 450.
Article 454
If the lease is terminated according to the provisions of the two preceding articles, the lessor shall return the rental which he has received in advance for those terms falling due after such termination.
Article 455
The lessee shall, at the end of the lease, return the thing leased. If the thing leased possesses productivity, he shall return to the lessor and maintain the thing in a state of normal productivity.
Article 456
Claims by the lessor against the lessee for compensation for injury caused to the thing leased, and claims by the lessee for the return of expenses, and his right for the removal of the work done to the thing leased, are extinguished by prescription if it is not exercised within two years.
The period as specified in the preceding paragraph commences for the lessor from the date when he accepts the return of the thing leased, and for the lessee from the date of the end of the lease.
Article 457
The lessee of an agricultural land may demand for a reduction or release of the rental, if by reason of force majeure, the profits of the thing leased have decreased or totally failed.
The right to demand for a reduction or release of the rental as specified in the preceding paragraph cannot be waived beforehand.
Article 457-1
The lessor of agricultural land cannot receive the rental in advance.
The lessor shall not refuse to receive, if the lessee fails to pay whole of the rental in accordance with the period instead of paying a part of the rental.
Article 458
The lessor of an agricultural land may terminate the lease before the end of the period of the lease in either of the following circumstance,
(1) The lessee died without successors or his successors without cultivation ability.
(2) The lessee has not cultivated for the duration more than one year, it is not by the reason of force majeure.
(3) The lessee sublets the whole or a part of the agricultural land leased to other.
(4) The sum of the rental in arrears corresponds to two years.
(5) The agricultural land has arranged according to the act or changed to be a land not for cultivating.
Article 459
The lease of an agricultural land with an indefinite period, the lessor in addition to restore such land for his own cultivation, may terminate the lease only if in the case specified in each paragraph of preceding article or the lessee acts against the provisions of Article 432, or the provisions of the second paragraph of Article 462.
Article 460
Termination of the lease made by the lessor of an agricultural land, the end of the lease shall be after the season when the crops are reaped, and before the beginning of the next cultivation.
Article 460-1
The lessor of an agricultural land sell or dian the agricultural land, the lessee is entitled to have a first right of priority to buy or dian it according to the same condition.
The provisions of the second and third paragraph of Article 426-1 shall apply mutatis mutandis to preceding paragraph of buying or dianing.
Article 461
If the lessee of an agricultural land has incurred expenses of the cultivation of crops which are not yet to be reaped after the termination of the lease, he may demand the return of such expenses from the lessor, however, provided that his claim shall not exceed the value of such crops.
Article 461-1
The lessee of an agricultural land in addition to maintain the original nature and efficiency of the agricultural land, he may raise the production of the agricultural land or improve a handy cultivation. However, he shall notify the entries of improvement and the sum of expense to the lessor in writing.
The lessee may demand the lessor to return the expense specified in the preceding paragraph, when the lessee return the agricultural land. However, the price is limited to the part which hasn't lost its utility.
Article 462
When agricultural implements, livestock, and other accessories are leased together with an agricultural land, an inventory of the same, showing their individual value at the time of the conclusion of the lease, shall be made in duplicate, and signed by the parties. Each party shall keep a copy of it.
If any of the accessories mentioned in the inventory be destroyed through a circumstance for which the lessee is responsible, the lessee is bound to supply substitutes.
Should it be destroyed through a circumstance for which the lessee is not responsible, the lessor is bound to supply substitutes.
Article 463
The lessee of an agricultural land who has received accessories according to an inventory shall return them to the lessor at the end of the lease. If he fails to do so, he shall compensate for their value according to the said inventory, except it shall be deducted from ordinary wear and tear, resulting from their use.
Article 463-1
The provisions of this section shall apply mutatis mutandis to a lease of a right.
Section 6 - Loan
Sub-section 1 Loan for Use
Article 464
A contract of loan for use is a contract whereby one of parties shall deliver a thing to the other, and agrees that the latter shall return the thing after gratuitously using it.
Article 465
(Repealed)
Article 465-1
After an agreement on constituting a contract of a loan for use, the lender of the agreement may revoke such agreement. Unless otherwise the borrower of the agreement has demanded to perform the agreement and the lender of the agreement hasn't revoked immediately.
Article 466
If the lender intentionally conceals a defect in the thing lent, he is responsible to the borrower for any injury resulting therefrom.
Article 467
The borrower shall use the thing lent in the ways as are agreed upon, if in the absence of such agreement, in the ways as are in accordance with the nature of the thing lent. The borrower shall not allow a third party to use the thing lent without the consent of the lender.
Article 468
The borrower shall preserve the thing lent with the care of a good administrator.
If the borrower violates the provision of the preceding paragraph whereby damage or destruction has been caused to the thing lent, he is bound to compensate therefrom. However, he is not responsible for any change or damage brought about through use of the thing lent in the ways as are agreed upon or as are in accordance with the nature of the thing.
Article 469
The borrower is bound to bear the ordinary expenses for the maintenance of the thing lent. The same rule shall apply to the cost of provender in the case of a loan of animals.
If the borrower incurs any beneficial outlays for the thing lent in consequence of increasing the value of the thing lent, the provisions of the first paragraph of Article 431 shall be mutatis mutandis applied.
The borrower may remove any additions to the thing lent which he has made, unless he shall restore the thing lent to its status quo ante.
Article 470
The borrower shall return the thing lent at the end of the agreed period. If no such period is agreed upon, the thing shall be returned after the borrower has made use of it for the purposes of the loan. However, the lender may also demand the return of the thing lent when a reasonable period has elapsed and it may be presumed that the borrower did make use of it.
If an indefinite period of a loan and cannot be inferred from the purposes of the loan, the lender may demand the return of the thing lent at any time.
Article 471
When several persons have borrowed a thing together, they are jointly responsible to the lender.
Article 472
The lender may terminate the loan in either of the following circumstances:
(1) If he needs the thing lent in consequence of an unforeseen circumstances.
(2) If the borrower uses the thing lent otherwise than for the agreed use or for the ordinary uses in accordance with the nature of the thing, or allows a third party to use it without the consent of the lender.
(3) If the borrower causes damage or danger of damage to the thing lent by neglecting to take care of it.
(4) If the borrower died.
Article 473
A claim for damages by the lender for injury caused to the thing lent, a claim for damages by the borrower in accordance with the provisions of Article 466, a claim for the return of beneficial outlays specified provisions of Article 469 and the borrower's right to remove any addition from the thing lent, are extinguished by prescription if it is not exercised within six months.
The period specified under the preceding paragraph commences for the lender from the date when he accepts the return of the thing lent and for the borrowers from the date of the termination of the contract.
Sub-section 2 LOANS FOR CONSUMPTION
Article 474
A contract of loan for consumption is a contract whereby one of the parties shall transfer to the other the ownership of money or other fungible things, and the parties agree that the latter shall return things of the same kind, quality and quantity.
If one of the parties is responsibility to the other for the payment of money or other fungible things and the parties agree that it is to be the object of loan for consumption, a contract of loan for consumption is also constituted.
Article 475
(Repealed)
Article 475-1
An agreement on constituting a contract of a loan for consumption, if interest or other remuneration has been agreed upon for a loan for consumption, one of the parties becomes incapability to pay after the agreement on constituting a contract of a loan for consumption constituted, the lender of the agreement may revoke such agreement.
An agreement on constituting a contract of a loan for consumption, if without remuneration has been agreed upon for a loan for consumption, the provisions of Article 465-1 shall be mutatis mutandis applied,
Article 476
When interest or other remuneration has been agreed upon for a loan for consumption and if the thing lent is defective, the lender shall exchange it for another free from defect. However, the borrower may still demand for the injury.
When the loan for consumption is gratuitous and if the thing lent is defective, the borrower may return to the lender the value which the defective thing had.
In the case of the preceding paragraph, the borrower may still demand for the injury if the lender has intentionally concealed the defect.
Article 477
Interest or other remuneration shall be paid within the agreed deadline. If no such deadline has been specified, it shall be paid at the end of the loan; unless, the duration of the loan is for over one year, it shall be paid at the end of each year.
Article 478
The borrower shall return things of the same kind, quality and quantity as lent, within the agreed deadline. If no such deadline for return has been agreed upon, the borrower may return them at any time; the lender may also fix a reasonable deadline, not less than one month later, and notify the borrower to return.
Article 479
If the borrower cannot return things of the same kind, quality and quantity as lent, he shall return their value at the time and place where the return ought to have taken place.
If no date or place of return has been agreed upon, such things are returned according to the value of the things at the time when, or place where they were when the contract was constituted.
Article 480
Unless otherwise provided by contract, the following rules shall apply for the return of money loaned:
(1) When the money loaned is a currency which is no longer in vogue at the time of return, it shall be returned in a currency which is in vogue at the time of return.
(2) A loan which is agreed to be calculated in a currency in vogue shall be returned in a currency in vogue at the time of return, irrespective of the fluctuation in the value of the currency which the borrower may have received.
(3) If a loan is agreed to be calculated in a particular kind of currency, it shall be returned in the particular kind of currency or in a currency in vogue according to the market price at the time and place of return.
Article 481
Notwithstanding any agreement to the contrary, if a loan of money is converted from goods or valuable securities, a sum of the loan shall be in accordance with the market value of the goods or valuable securities at the time and place of delivery.
Section 7 - Hire of Services
Article 482
A contract of hire of services is a contract whereby the parties agree that one of them shall service for a fixed or undefined period to the other party, and the latter shall pay remuneration.
Article 483
Remuneration is deemed to have been agreed upon, if according to the circumstances the service is not to take place without remuneration.
If the amount of the remuneration is not agreed upon, the remuneration shall be paid according to a tariff. If there is not the tariff, the remuneration shall be paid according to customs.
Article 483-1
The employee performs the services, under circumstances his life, body, health may be endangered, the employer shall prevent by necessary means according to such circumstance.
Article 484
The employer shall not transfer his right of the services to a third party without the consent of the employee, and the employee cannot make a third party perform the services in his place without the consent of the employer.
If either party violates the provision of the preceding paragraph, the other party may terminate the contract.
Article 485
If the employee either expressly or impliedly warrants that he has special skill, the employer may terminate the contract if without such skill.
Article 486
The remuneration shall be paid at the agreed deadline, if, in the absence of an agreement, according to customs. In the absence of an agreement and customs, the following rules shall be applied:
(1) If the remuneration is fixed by periods, it shall be paid at the end of each period.
(2) If the remuneration is not fixed by periods, it shall be paid at the end of the services.
Article 487
If the employer delays accepting the services, the employee may demand for his remuneration without being bound to perform the service subsequently. The employer may, however, deduct from the amount of the remuneration the expenses that the employee has saved by non-performance and what the employee has gained, or could have gained but for his intentional omission, by performing services to other persons.
Article 487-1
When employee performing the services incurs an injury, he may demand to the employer for the injury, if, owing to circumstance for which he is not responsible.
If there is someone else who shall be responsible for the injury prescribed in the preceding paragraph, the employer may make a claim against this person for reimbursement.
Article 488
If the duration of hire of services is fixed, the contract of hire of services terminates with the end of that duration.
If the duration of hire of services is not fixed or can not be fixed in accordance with the nature or purpose of services, either party may terminate the contract at any time, however, if customs is in favor of the employee, such customs shall be followed.
Article 489
Even though the duration of the hire of services has been agreed upon, either party may, in the event of any serious occurrence, terminate the contract before the end of such duration.
If the occurrence as specified in the preceding paragraph be due to the negligence of one of the parties, the other party may demand for the injury from him.
Section 8 - Hire of Work
Article 490
A contract of hire of work is a contract whereby the parties agrees one of them complete a definite work for the other party, who pays him remuneration after the completion of the work.
The value of the materials is presumed to be part of remuneration whereby the parties agree that the undertaker provides the materials.
Article 491
Remuneration is deemed to have been agreed upon, if according to the circumstances the completion of the work is not to take place without remuneration.
If the amount of the remuneration is not agreed upon, the remuneration shall be paid according to a tariff. If there is no such tariff, the remuneration shall be paid according to customs.
Article 492
The undertaker shall complete the work in such a manner that the result has the agreed qualities and doesn't be affected with defects which destroy or reduce its value or its fitness for ordinary purposes or for the purposes agreed in the contract.
Article 493
If there is any defect in the work, the proprietor may fix a reasonable period and demand the undertaker to repair the defect within such period.
If the undertaker fails to repair the defect within the period specified in the preceding paragraph, the proprietor himself may repair the defect and demand to the undertaker for the return of the necessary expenses arising therefrom.
If the repair of the defect would require a disproportionate outlay, the undertaker may refuse to repair the defect, and the provisions of the preceding paragraph shall not be applied.
Article 494
When the undertaker fails to repair the defect within the period specified in the first paragraph of the preceding article, or refuses to repair the defect according to the provisions of the third paragraph of the preceding article, or the defect cannot be repaired, the proprietor may rescind the contract or demand a reduction of the remuneration. If, however, the defect is not important, or if the contract is for the construction of a building or other works on land, the proprietor shall not rescind the contract.
Article 495
When the defect of work occurred is due to circumstances for which the undertaker is responsible, the proprietor may demand the injury arising therefrom in addition to the repair of the defect, or the rescission of the contract, or the reduction of the remuneration as specified in the two preceding articles.
In the case specified in the preceding paragraph, if the contract is for the construction of a building or other works on land, and the defect is serious so that cannot use for the purpose, the proprietor may rescind the contract
Article 496
If the defect of the work is due to the nature of the materials provided by the proprietor, or to proprietor's instructions, the proprietor does not have the rights under the three preceding articles, unless the undertaker knew of the nature of the materials or of the inappropriate instructions and failed to notify to the proprietor.
Article 497
If it is due to the undertaker's own negligence, in the process of the work, it clearly appears that the work will be defective or other circumstances violates the contract, the proprietor may fix a reasonable period and demand the undertaker to mend the work or to comply with the contract within such period.
If the undertaker fails to mend the work or comply with the contract within the period specified in the preceding paragraph, the proprietor may mend the defect or have the work continued by a third party, the undertaker is bound to take the dangers and expenses.
Article 498
The rights of the proprietor as specified in Articles 493 to 495 shall not be asserted if the defects have not been discovered within one year after the delivery of the work.
If by reason of the nature of the work, no delivery can take place, the one year period specified as the preceding paragraph commences from the completion of the work.
Article 499
In the case of the construction of a building or other works on land, and of vital repairs to the said building or works, the deadline specified in the preceding article shall be extended to five years.
Article 500
The deadlines specified in Articles 498, and 499 are extended to five years and ten years respectively in case of the defects of the work which the undertaker has intentionally concealed.
Article 501
The deadlines specified in Articles 498 and 499 may be extended by agreement between the parties but they shall not be reduced.
Article 501-1
An agreement releasing or limiting the undertaker of his warranty of defects in the work is void if the undertaker has intentionally concealed the defect.
Article 502
If, owing to circumstances for which the undertaker is responsible, the work is completed not within the agreed deadline, or, in the absence of such agreement, or not within a reasonable deadline, the proprietor may demand a reduction in the remuneration or for the injury arising by the delay.
In the case specified in the preceding paragraph, if completion or delivery of the work at a fixed deadline is an essential element of the contract, the proprietor may rescind the contract and demand for the injury arising from failing to perform.
Article 503
If, owing to circumstances for which the undertaker is responsible, the work is delayed in such a manner that it can be foreseen that it cannot be completed within the deadline and the delay be such as would have entitled him to rescind the contract after the work is completed, the proprietor may rescind the contract according to the provisions of the second paragraph of preceding article, and demand for the injury.
Article 504
The undertaker is not liable for the consequences of delay, if the proprietor has accepted the work after the delay without reservation.
Article 505
The remuneration shall be paid at the time of delivery of the work, or, if no delivery can take place, shall be paid at the time of its completion.
If the work is to be delivered in parts and a separate remuneration has been specified for each separate part, the remuneration for each part shall be paid at the time of its delivery.
Article 506
If, at the time of the making of the contract, only an approximate estimate has been made for remuneration, and if, owing to circumstances for which the proprietor is not responsible, the remuneration will greatly exceed the estimate, the proprietor may rescind the contract either during the execution of the work or after its completion.
In the case specified in the preceding paragraph if the contract is for the construction of a building or other works executed on land, or for vital repairs of the said building or works, the proprietor may only demand for a reasonable reduction of the remuneration; or, if the work is not completed, he may notify the undertaker to cease the work and may rescind the contract.
When the proprietor rescinds the contract in accordance with the provisions of the two preceding paragraphs, he shall compensate reasonably to the undertaker for the injury.
Article 507
If an action of the proprietor is necessary for the execution of the work and the proprietor fails to do it, the undertaker may fix a reasonable deadline and notify the proprietor to do the action within such deadline.
If the proprietor fails to do the action within the deadline specified in the preceding paragraph, the undertaker may rescind the contract, and demand for the injury arising therefrom.
Article 508
The undertaker takes the danger of damage or destruction of the work before its acceptance by the proprietor. If the proprietor delays accepting such work, the danger passes on to him.
The undertaker is not responsible for loss or destruction by force majeure of materials provided by the proprietor.
Article 509
If, before the proprietor accepts the work, which is damaged or destroyed, or cannot be completed on account of the defects in the materials provided by him or on account of his inappropriate instructions, and if the undertaker has, immediately, notified the proprietor of such defects or such inappropriate instructions, the undertaker may demand for a part of the remuneration proportionate to the labor performed, and the return of the expenses paid in advance. The undertaker may also demand for further injury if the proprietor is negligent.
Article 510
In the case of acceptance specified as provisions of the two preceding articles, if the nature of the work, no delivery can take place, the time of completion of the work is deemed to be the time of acceptance.
Article 511
The proprietor may terminate the contract at any time before the completion of the work, however, he shall compensate to the undertaker for any injury resulting from such termination.
Article 512
If the personal skill of the undertaker is an essential element of the contract, the contract terminates when the undertaker died or when without his own negligence he becomes incapable of completing the work agreed upon.
If a part of the work has already done which is useful to the proprietor, he is bound to accept it and to pay a reasonable remuneration for it.
Article 513
When the contract of hire of work is for the construction of a building or other works on land or for vital repairs on such building or works, the undertaker in accordance with the remuneration of the relation of hire of work on the real property of the proprietor upon which the work is done, may demand the proprietor to register a right of mortgage, or may demand to register a right of mortgage in advance to the real property of the proprietor which will be done in the future.
The demand specified in the preceding paragraph, the undertaker may also do it before the work commences.
The register of a right of mortgage specified in the two preceding paragraphs, if the contract of hire of work has been notarized, the undertaker may apply himself.
In the case of the first and second preceding paragraphs, a right of mortgage registered in accordance with the remuneration of repairing, up to the extent of the value of the work increased by repairing, is superior to the mortgage registered earlier.
Article 514
The right of the proprietor to demand for the repair of a defect, or for the return of expenses made for the repair of defect, or for a reduction of the remuneration, or for the injury, or for a rescission of the contract, is extinguished by prescription if it is not exercised within one year from the discovery of the defect.
The right of the undertaker to demand for the injury or to rescind the contract is extinguished by prescription if it is not exercised within one year from the occurrence of the causes on which such demand is based.
Section 8-1 Travel
Article 514-1
A tourist agency is a person who carries on a business of providing a travel service for traveler and receives the expense of the travel.
The travel service specified in the preceding paragraph is to arrange an itinerary, provide communications, provide board and lodging, and a tour guide or other service.
Article 514-2
A tourist agency shall, according to the traveler's request, draw up the following entries in writing to the traveler:
(1)The name and address of a tourist agency;
(2) A roll of traveler;
(3) A travel district and an itinerary;
(4) A tourist agency provides communications, board and lodging, a tour guide or other service and its quality;
(5) What kind of travel insurance and its price;
(6) Other entries;
(7) The date of filling in it.
Article 514-3
If an action of the traveler is necessary for the travel and the traveler fails to do it, the tourist agency may fix a reasonable deadline and notify the traveler to do the action within such deadline.
If the traveler fails to do the action within the deadline specified in the preceding paragraph, the tourist agency may rescind the contract, and demand for the injury arising therefrom.
After the travel has commenced, if the tourist agency rescind the contract according to the preceding paragraph, the traveler may demand the tourist agency to pay the expense in advance for sending them to the original place where they started off. The traveler shall return it with interest after he arrives.
Article 514-4
Before the travel starts, the traveler may change to the third party instead to join in the travel. The tourist agency shall not refuse without good causes.
If the third party is being a traveler according to the provision of the preceding paragraph, and the expense increases resulting therefrom, the tourist agency may demand him to pay. If the expense reduces, the traveler shall not demand to return.
Article 514-5
The tourist agency shall not change the content of the travel without unavoidable circumstances.
If the tourist agency changes the content of the travel according to the provision of the preceding paragraph, he shall return the reduction of the expense to the traveler; he cannot gather the increase of the expense to the traveler.
If the tourist agency changes the itinerary of the travel according to the provision of the first paragraph, the traveler may terminate the contract if he doesn't consent it.
If the traveler terminates the contract according to the provision of the preceding paragraph, he may demand the tourist agency to pay the expense in advance for sending them to the original place where they started off. The traveler shall return it with interest after he arrives.
Article 514-6
The travel service provided by the tourist agency shall have ordinary value and the agreed qualities.
Article 514-7
If the travel service doesn't have the value and quality specified in the preceding paragraph, the traveler may request the tourist agency to improve it. If the tourist service doesn't improve or cannot improve, the traveler may demand for the reduction of the expense, if, under the circumstance it's hard to reach the purpose of expectation, the traveler may terminate the contract.
If, owing to circumstances for which the tourist agency is responsible to the travel service lacking the value or quality specified in the preceding paragraph, the travel may in addition to demand for the reduction of the expense or the termination of the contract, may demand for the injury.
If the traveler terminates the contract according to the provisions of the preceding two paragraphs, the tourist agency shall send the traveler to the original place where they started off. The tourist agency is bound to pay the expense resulting therefrom.
Article 514-8
If, owing to circumstances for which the tourist agency is responsible to the travel doesn't proceed according to the itinerary agreed, the traveler may demand for the injury of a reasonable sum of money which is counted by day, in accordance with the waste of time. However, the sum of the injury for each day shall not exceed the average sum of each day which the tourist agency has received from the travel outlays.
Article 514-9
Before the travel hasn't been finished, the traveler may terminate the contract at any time. However, he shall compensate to the tourist agency for the injury resulting therefrom.
The provision of the fourth paragraph of Article 514-5 shall apply mutatis mutandis to the preceding paragraph.
Article 514-10
If an accident of the body or the property happens to the traveler during the travel, the tourist agency shall give a necessary help and disposition.
The accident specified in the preceding paragraph, if, owing to circumstances for which the tourist agency is not responsible, the traveler is bound to pay the expense resulting therefrom.
Article 514-11
If the tourist agency arranges the traveler to go shopping in the specific place, and the thing which he bought is defective, the traveler may request the tourist agency to help him to dispose within one month after he received such thing which he bought.
Article 514-12
The claim for increase, reduction or return of the expense, the claim for compensation for the injury, and the claim for the return of expense paid in advance specified provisions of this section is extinguished by prescription if it is not exercised within one year from the end of the travel or the travel shall end.
Section 9 - Publication
Article 515
A contract for publication is a contract whereby one of the parties agrees to deliver to the other for publication a literary, a scientific, an artistic, or others of the writings, and the latter agrees to print or in other ways to reproduce and publish the said writings.
Writing for a publication in a newspaper or a magazine has been published, it is presumed to be constituted the contract for publication.
Article 515-1
The right of publication cedes to the editor when the person ceding the right of publication according to the contract for publication delivers the writing to the editor.
The provision of preceding paragraph, the editor's right of publication ceded, is extinguished at the end of the contract for publication.
Article 516
The rights of the author who are entitled to the intellectual property are exercised by the editor, in so far as it is necessary for the legal authority of the execution.
The person ceding the right of publication shall warrant that, at the time when the contract is constituted, he has the right of ceding the publication; and, if the writing is protected by law, he shall also warrant that he has its copyright.
If the whole or a part of the writing has already been delivered to a third party for publication, or has been publicly published by such third party to the knowledge of the person ceding the right of publication, such person shall inform the editor about it before the conclusion of the contract.
Article 517
So long as the copies which the editor may reproduce and publish are not exhausted, the person ceding the right of publication shall not dispose to the prejudice of the editor of the whole writing or of any part of it, unless otherwise provided by the contract.
Article 518
If the number of editions has not been agreed, the editor may print only one edition.
If according to the contract, the editor may publish several editions or to publish the writing indefinitely and he neglects to reproduce a new edition after the last one is exhausted, the court may, on the application of the person ceding the right of publication, order that a new edition be published by the editor within a fixed deadline. Failure by the editor to comply with this order within such deadline his right of publication is deprived.
Article 519
The editor shall not add or shorten or modify the writing.
The editor shall reproduce the writing in appropriate form. He shall also make the necessary advertisements and take the ordinary measures to promote the sales of the publication
The selling price of the publication is to be fixed by the editor, but it shall not be fixed too high so as to hinder the sale of the publication.
Article 520
The author may correct or revise his writing in so far as it does not harm the interests of the editor, or does not increase his responsibility. However, he shall compensate to the editor for all unexpected expenses resulting therefrom.
The editor shall give the author the opportunity to correct or revise the writing, before a new edition is reproduced.
Article 521
Where several writings of one and the same author are delivered to the editor to be published separately, the editor shall not publish them collectively.
The person ceding the right of edition whereby several writing of the same author or several authors are delivered to the editor to be published collectively, the editor shall not publish them separately.
Article 522
(Repealed)
Article 523
Remuneration is deemed to have been agreed upon, if in accordance with the circumstances the delivery of the writing is not to take place without remuneration.
If the editor has the right to publish several editions, relating to remunerations and other conditions for publishing the subsequent editions are presumed to be the same as the last one.
Article 524
Remuneration shall be paid when the reproduction of the whole writing is completed, if it is to be issued as a whole, or when the reproduction of each part is completed if it is to be issued separately.
When the whole or a part of the remuneration is to be fixed according to the results of the sale, the editor shall pay such remuneration counted by customs and produce proof of his account of sale.
Article 525
When the writing, after having been delivered to the editor, is destroyed by force majeure, the editor is still liable to pay the remuneration.
If the person ceding the right of edition keeps a duplicate copy of the writing destroyed, he is bound to deliver it to the editor; but in case there is no duplicate copy, if the person ceding the right of edition is the author, he shall remake it, if the work does not take much labor.
In the case specified in the preceding paragraph, the person ceding the right of edition may demand for a reasonable compensation.
Article 526
If before publishing, the publication of reproduction completed, the whole or a part of the edition is destroyed by force majeure, the editor may republish at his own expense the part that is destroyed without paying an additional remuneration to the person ceding the right of edition.
Article 527
A contract of publication is extinguished if, before the completion of the writing, the author died or becomes incapable, or it is impossible to have it completed without his own negligence.
In the case specified in the preceding paragraph, if it is possible and fair to continue the whole or part of the contract of publication, the court may allow it to be continued and order the necessary disposition.
Section 10 - Mandate
Article 528
A contract of mandate is a contract whereby the parties agree that one of them commissions the other party to deal with his affairs, and the latter agrees to do so.
Article 529
With regarding to the provisions of Mandate shall apply to any contract concerning the performance of services which does not belong to any kind of other contracts provided for by the act.
Article 530
A person who publicly expresses to take commission to deal with affairs specified is deemed to have accepted a mandate relating to such affairs, if he does not notify offeror immediately to refuse it.
Article 531
If, in order to deal with the affairs commissioned to him, the mandatory has to make juridical acts, which are required by the act to be in writing, giving the power of dealing with the affairs shall also be in writing. If a delegated power is given, the giving of delegated power shall apply the same rule.
Article 532
The scope of the power of the mandatory is agreed by the contract of mandate, or, in the absence of such agreement, according to the nature of the affair commissioned. The principal may give to the mandatory one or several affairs for specific mandate, or he may give a general mandate for all the affairs.
Article 533
The mandatory who has been given a general mandate may do whatever is necessary for the principal, of dealing with the affair commissioned.
Article 534
The mandatory who has a general mandate may do all acts, unless the following acts for which a specific commission shall be given:
(1) To sell real property or create a right in rem over it;
(2) To lease real property for a period of more than two years;
(3) To make a gift;
(4) To make a compromise;
(5) To bring an action for the satisfaction of a claim;
(6) To submit a dispute for arbitration.
Article 535
The mandatory who deals with the affair commissioned, shall be in accordance with the instructions of the principal and with the same care as he would deal with his own affairs. If he has received the remuneration, he shall do so with the care of a good administrator.
Article 536
A mandatory shall not deviate from the instructions of his principal except in cases of urgency, and provided that from the circumstances he can presume that the principal would permit of the deviation, if he had knowledge of the state of affairs.
Article 537
The mandatory shall deal personally with the affairs commissioned. However, if the principal has consented, or customs, or unavoidable circumstances, he may commission a third party instead to deal with the said affairs.
Article 538
If the mandatory has commissioned a third party instead to deal with the affairs which are the object of the mandate contrary to the provisions of the preceding article, he is liable for the acts of such third party in the same way as for his own.
If the third party has been commissioned instead to deal with the affairs which are the object of the mandate in accordance with the provisions of the preceding article, the mandatory is liable only for the selection of such third party, and the instructions which he has given to the third party.
Article 539
When a third party has been commissioned instead to deal with the affairs which are the object of the mandate, the principal has a direct right of demand to such third party relating to the execution of the affairs which are the object of the mandate.
Article 540
The mandatory shall inform the principal of the progress of the affairs commissioned. He shall give a definite report of his account at the end of the mandate.
Article 541
The mandatory shall deliver to the principal the moneys, things and profits which he received or collected in consequence of the dealing of the affairs commissioned.
The mandatory shall transfer to the principal the rights which he acquires in his own name but on behalf of the principal.
Article 542
If the mandatory has used for his own interests money which he shall have delivered to his principal or to have used in the interests of the principal, he shall pay interest thereon from the date when he used it for his own interests. He shall also compensate for the injury, if any.
Article 543
The principal shall not transfer to a third party the claim of dealing the affairs commissioned without the consent of the mandatory.
Article 544
The mandatory shall be liable to the principal for any injury resulting from his negligence in the execution of the affairs commissioned or from such acts as are beyond his authority.
Article 545
The principal shall, if required by the mandatory, pay him necessary outlays for the dealing of the affairs commissioned.
Article 546
If the mandatory, in the dealing of the affairs commissioned, has incurred necessary outlays, the principal shall return them with interest from the date when he paid for it.
If the mandatory in the dealing of the affairs commissioned has born a necessary obligation, he may demand the principal to perform such obligation in his place; or if the obligation is not yet matured, he may demand the principal to furnish a proper security for its performance.
If, in the dealing of the affairs commissioned, the mandatory has incurred injury through a circumstance for which he is not responsible, he may demand for the injury from the principal.
If there is someone else who shall be responsible for the injury prescribed in the preceding paragraph, the principal may make a claim against this person for reimbursement.
Article 547
Although remuneration has not been agreed upon, the mandatory may demand for such remuneration by customs, or by the nature of the affairs commissioned which shall pay the remuneration.
Article 548
When the mandatory shall receive remuneration, he shall not demand to pay until the end of the mandate and after the mandatory has given a definite report of his accounts, unless otherwise provided by the contract.
If, owing to circumstances for which the mandatory is not responsible, the mandate has ended before the completion of the dealing of the affairs commissioned, the mandatory may demand for the remuneration for such part he has dealt.
Article 549
Either party to a contract of mandate may terminate it at any time.
One of the parties who terminate the contract of the mandate at a period which is prejudicial to the other party shall pay to the other party for any injury resulting therefrom, unless the termination has to take place by reasons for which the party terminating the contract of the mandate is not responsible.
Article 550
The mandate terminates when one of the parties dies, or bankrupts, or loses his capacity to make juridical acts, unless it is otherwise provided by contract, or unless, from the nature of the affairs commissioned, such mandate cannot be extinguished.
Article 551
In the case specified in the preceding article, when the extinction of the mandate would be prejudicial to the interests of the principal, the mandatory, his successors or his guardian shall continue the dealing of the affairs, until the principal, his successors or his guardian themselves can continue to deal the said affairs.
Article 552
When the causes for the extinction of the mandate arise through one of the parties, the mandate is deemed to continue, until the other party knows or may know of such causes.
Section 11 - Manager And Commercial Agents
Article 553
A manager is a person who has authorized by a firm, to manage the affairs of a firm and to sign on behalf of the said firm.
The authorization of power of the manager under the preceding paragraph may be expressed or implied.
The power of the manager may be limited to the management of a particular line of business of the firm or to the management of a particular branch or several branches of the firm.
Article 554
As regard to third parties, a manager is deemed to have a power to do whatever is necessary for the management of the firm, or branch, or line of business authorized to him.
However, the manager shall not sell or buy or create a right in rem over real property, unless he has been authorized in written form.
The limitation with regard to the buying or selling real property specified in the preceding paragraph shall not apply to a manager of a firm which is on business of buying or selling real property.
Article 555
A manager is deemed to have a power to represent his firm as a plaintiff or defendant, or to do any other acts in actions, for the business authorized.
Article 556
The firm may authorize to several managers, but the joint signatures of two of them are effective to the firm.
Article 557
The limitation to the power of a manager other than those specified in the third paragraph of Article 553, the second paragraph of Article 554, and Article 556, shall not be a valid defense against any bona fide third parties.
Article 558
A commercial agent is a person who, are not a manager, is commissioned by a firm to deal with the whole or a part of the affairs, in the name of the firm, in a specified place or area.
As regard to third parties the commercial agent is deemed to have a power to do whatever is necessary for the affairs which he is commissioned.
A commercial agent shall not bear the duty of the note or loan for consumption or file an action in court, unless he has been authorized in written form.
Article 559
The commercial agent shall inform to his firm of the commercial conditions of his place or district, at any time, concerning the affairs which he is commissioned. He shall report immediately to his firm any transaction which he has made for it.
Article 560
A commercial agent can demand for the remuneration or reimbursement of expenses as agreed upon. If, in the absence of such agreement, according to customs, and in the absence of such agreement or customs, his remuneration shall be proportionate to the importance and volume of the affairs which he has done for his firm.
Article 561
If the duration of the power of the commercial agent is not fixed, either party may terminate it at any time, unless three months notice in advance shall be given to the other party.
One of the parties may also terminate the contract at any time without notice in advance in case the termination has to take place by reasons for which the party terminating the contract is not responsible.
Article 562
A manager or commercial agent shall not without the consent of his firm enter on his own account or on account of third parties into any business of the same kind as that which he is commissioned for his firm, nor can he be a partner with unlimited liability in a commercial firm which carries on the same kind of business.
Article 563
If an action of a manager or commercial agent violates the provisions specified in the preceding article, his firm may demand from him, as the injury, the profits resulting from his act.
The right to claim under the preceding paragraph is extinguished by prescription if it is not exercised within two months from the time when the firm knew of the violation or within one year from the date of the act.
Article 564
The power of a manager or commercial agent is not extinguished, when the owner of the firm dies, bankrupts or loses his capacity to make juridical acts.
Section 12 - Brokerage
Article 565
A contract of brokerage is a contract whereby one of the parties agrees to inform the other party of the occasion to constitute a contract, or to act as intermediary for the conclusion of a contract, and such other party agrees to pay him remuneration.
Article 566
Remuneration is deemed to have been agreed upon, if from the circumstances the broker is not to apply the information for the conclusion of the contract or to act as an intermediary for it without remuneration.
If the amount of the remuneration is not specified, it shall be paid according to the tariff. If there is not a tariff, the remuneration shall be paid according to custom.
Article 567
The broker is bound to accurately to each party report the circumstances of the proposed transaction, so far as he knows them. He shall not act as intermediary for a person who is notoriously insolvent or whom he knows to have no capacity to enter into the proposed contract.
A business broker has duty of investigation about the circumstances of the proposed transaction and the solvency or capacity of each party to enter into the proposed contract.
Article 568
The broker is entitled to his remuneration only if the contract is constituted through his intermediary or due to the information supplied by him.
When the contract is constituted under a suspenseful condition, the broker shall not claim the remuneration until the condition is fulfilled.
Article 569
The broker is entitled to claim reimbursement for expenses incurred by him only if such reimbursement has been agreed upon.
The provisions of the preceding paragraph shall be applied even if no contract is constituted after the broker has supplied the information or acted as an intermediary.
Article 570
Unless otherwise provided for by contract or by custom, each party to the contract shall bear an equal part of the remuneration to which the broker is entitled for having acted as intermediary.
Article 571
The broker forfeits his rights to remuneration and to reimbursement of expenses if he acts in the interest of the other party contrary to his obligations to the principal, or if he accepts from such other party advantages under such circumstances as violating the rules of good faith.
Article 572
If the agreed remuneration is not proportionate to the actual value of the services rendered by the broker to such an extent that unfairness of the transaction appears, the court may at its discretion, on the application of the person who is responsible for the remuneration, reduce it to a reasonable amount. But no claim shall be made for the return of the remuneration already paid.
Article 573
An agreement promising remuneration for matrimonial brokerage, the claim of remuneration is not enforceable.
Article 574
A broker has no authority to make or to receive on behalf of the parties prestations concerning the contract entered into through his intermediary.
Article 575
The broker is bound, if so instructed by one of the parties, not to disclose the name of such party or of such party's firm to the other party in the contract.
When the broker does not disclose to one of the parties the name of the other party or of the other party's firm, he is personally liable for the performance of the obligations of such other party resulting from the contract and he has authority to receive prestations on behalf on such party.
Section 13 - Commission Agency
Article 576
A commission agent is a person who undertakes, as a business, to buy or sell the personal property or deal any other commercial transaction in his own name but on account of a principal, for a remuneration.
Article 577
In addition to the provisions contained in the present title, the provisions concerning Mandate shall apply to the Commission Agency as well.
Article 578
The commission agent personally acquires rights against and incurs obligations towards the parties with whom he transacts business on account of the principal.
Article 579
Unless otherwise provided by the contract or by the custom, if the other party to a contract, which a commission agent made on behalf of a principal, does not perform his obligations, the commission agent is directly liable to the principal for the performance of the contract.
Article 580
When a commission agent has made a sale for a lower price or has made a purchase for a higher price than that specified by the principal, he shall compensate the difference, of the sale or purchase.
Article 581
If the commission agent constitutes a sale for a higher price, or constitutes a purchase for a lower price than that specified by the principal, the benefit shall belong to the principal.
Article 582
The commission agent is entitled to such remuneration, storage charges and transportation charges as are specified in the contract, or as are customary. He is also entitled to reimbursement of the expenses plus interests which he makes in the interests of the principal.
Article 583
So long as the things bought or sold by the commission agent on account of the principal are in the possession of the commission agent, the rules concerning Deposit shall be applied.
The commission agent is not bound to insure the things mentioned in the preceding paragraph, unless he has been otherwise instructed by the principal.
Article 584
If goods entrusted to a commission agent for sale is arrived in a defective condition, or if owing to their perishable nature, the commission agent is bound to take, for the protection of the interests of the principal, such steps as he would take for the protection of his own interest.
Article 585
If the principal refuses to accept the goods bought by the commission agent under orders of the principal, the commission agent may fix a reasonable deadline and notify the principal to accept within such deadline. If the principal fails to accept the goods within such deadline, the commission agent may sell them by auction and appropriate the proceeds of the sale up to the amount due to him by the principal by reason of the contract of commission. The balance, if any, may be lodged.
Goods that are easy to corrupt may be sold without notice.
Article 586
If goods entrusted to a commission agent for sale could not be sold, or if the order to sell has been revoked by the principal, and the principal fails to take back the goods or to dispose of them within a reasonable time, the commission agent may exercise his rights in conformity with the provisions of the preceding article.
Article 587
Unless there is an agreement to the contrary, the commission agent who has been ordered to buy or sell currency, stocks or things which have a market quotation may himself be the seller or buyer, the price being determined in accordance with the market quotation at the time of the sale or purchase made in conformity with the orders of the principal.
The commission agent is entitled to exercise his claims specified in Article 582 even in the case specified in the preceding paragraph.
Article 588
In cases where the commission agent is entitled to be himself the seller or buyer, if he notifies the principal of the conclusion of the contract without disclosing the name of other party, he is deemed to have assumed personally the obligations of such other party.
Section 14 - Deposit
Article 589
A contract of deposit is a contract whereby one of the parties delivers a thing to the other party, who agrees to keep it in his custody.
The depositary is not entitled to remuneration unless otherwise provided for by contract or unless according to the circumstances the keeping into custody is not to be assumed without remuneration.
Article 590
The depositary is bound to take as much care of the thing deposited as he takes of his own things. If the deposit is undertaken for remuneration, the depositary is bound to keep the thing in his custody with the care of a good administrator.
Article 591
The depositary may not use the thing deposited or allow a third party to use it without the consent of the depositor.
The depositary, who acts contrary to the provisions of the preceding paragraph, shall pay a reasonable compensation to the depositor. He is also liable for damages, if any, except he can prove that the injury would have occurred even if the thing had not been used.
Article 592
The depositary shall personally keep the thing deposited. He may, however, entrust its custody to a third party if he is allowed to do so by the depositor, or by custom, or in case of unavoidable circumstances.
Article 593
The depositary who entrusts the custody of the thing deposited to a third party contrary to the provisions of the preceding article is liable for any injury thereby caused to the thing deposited, except he can prove that the injury would have happened even if the thing deposited had not been entrusted to such third party.
The depositary who entrusts the custody of the thing deposited to a third party in conformity with the provisions of the preceding article is liable only for the selection of such third party and for the instructions which he has given to the said third party.
Article 594
The depositary may not change the method of custody which has been agreed upon, except in case of urgency when he may assume that the depositor would approve of the change if he knew of the state of affairs.
Article 595
The depositor is bound to reimburse the depositary for expenses which were necessary for the preservation or maintenance of the thing deposited, and is also bound to pay the interests of the expenses. But if it is otherwise agreed upon, such an agreement shall be applied.
Article 596
The depositor is liable for any injury caused to the depositary and resulting from the nature of defects of the thing deposited, except at the time of deposit he did not know of the defect or the dangerous character of the thing and his ignorance was of no negligence, or except the depositary knew of them.
Article 597
Although the parties have fixed a deadline for the return of the thing deposited, the depositor may still at any time demand the return of it.
Article 598
If the parties have fixed no deadline for the return of the thing deposited, the depositary may return it at any time.
If a deadline has been fixed, depositary shall not return the thing deposited before the expiration of that period, except in a case of unavoidable circumstances.
Article 599
The depositary is bound to return together with the thing deposited and any profits which may have accrued from it.
Article 600
The return of the thing deposited shall be made at the place where the thing was to be kept.
If the depositary has removed the thing to another place in accordance with the provisions of Article 592 or 594, the return may be made at the place where the thing actually is.
Article 601
If a remuneration has been agreed upon, it is payable at the termination of the deposit. If the remuneration is fixed by periods, it is payable at the end of each period.
If the custody of the thing deposited be suspended owing to a circumstance for which the depositary is not liable, the depositary may claim a portion of the remuneration proportionate to his services rendered, unless otherwise provided for by contract.
Article 601-1
The depositary is bound to return the thing deposited to the depositor, notwithstanding any claim of a third party who asserts a right over it, unless such person files an action against the depositary or attaches the thing.
In the case of an attachment or action by such third party, the depositary shall inform the depositor without delay.
Article 601-2
Claims for remuneration, reimbursement of expenses or the injury relating to a contract of deposit are extinguished by prescription, if not exercised within one year from the date of the termination of the deposit.
Article 602
In the case of a deposit of fungible things, if it is agreed that the ownership of such things transfers to the depositary, and that the depositary shall return things of the same kind, quality and quantity, is consumption deposit. The provisions concerning Loans for Consumption shall be mutatis mutandis applied from the moment when the things were accepted by the depositary.
Consumption deposit, if a period has been fixed for the return of the thing deposited, the depositor shall not claim the return of the thing before the expiration of that period, except in case of unavoidable circumstances.
If there are commercial customs rules, the preceding paragraph shall not be applied.
Article 603
If the deposit is one of money, it is presumed to be the consumption deposit.
Article 603-1
In the case of a deposit of fungible things, if it is not agreed that the ownership of such things transfers to the depositary with the consent of depositor, the depositary may keep things of the same kind, quality and quantity which are belonged to depositor mixed with the other things from him and other depositors, every depositor gets the ownership in accordance with the percentage of the things mixed together.
The depositary keeps the things by the preceding paragraph, may return things of the same kind, quality and quantity to depositor.
Article 604
(Repealed)
Article 605
(Repealed)
Article 606
The proprietor of a hotel or such other place where guests are received for lodging is liable for any damage or loss of to the things which a guest has brought with him, except the damage was caused by force majeure, or resulted from the nature of the thing, or due to the intentional or negligent acts of the guest himself or of his fellow guests or of the servants of the guest or of persons whom the guest has received.
Article 607
The proprietor of a restaurant or a bathhouse or the other similar places, is liable for any damage or loss of to the ordinary things which the guest has brought with him, except in the cases provided for in the exception of the preceding article.
Article 608
The proprietor is not liable for money, valuable securities, jewelries or other valuables, unless they have been deposited with the proprietor with a specification of their nature and quantity.
The proprietor is liable for the loss or injury of the article specified in the preceding article, which he has refused without justifiable cause to receive into safe custody. The same rule shall be applied when the damage or loss is caused through the intentional or negligent acts of the proprietor himself or his agents.
Article 609
A notice, which excludes or limits the liability of the proprietor provided for in the three preceding articles, is void.
Article 610
The guest shall give notice to the proprietor of the damage or loss immediately after knowledge of the same. If he delays giving such notice, he forfeits his right to claim for the injury.
Article 611
The right to claim for damages arising from the provisions of Articles 606 to 608, is extinguished by prescription if not exercised within six months from the date of the discovery of the lose or damage. The same rule shall be applied when six months have elapsed from the departure of the guest.
Article 612
The proprietor is entitled to retain the luggage or other property of the guest, until he has been paid the whole of what the guest may owe him in respect to lodging, food, shower or the other services and disbursements.
The provisions of Article 445 to Article 448 shall apply mutatis mutandis to the right of retention of the preceding paragraph.
Section 15 - Warehousing
Article 613
A Warehouseman is a person who undertakes, as a business, the storage and custody of goods for other persons for remuneration.
Article 614
In addition to the provisions of the present title, the provisions concerning Deposit shall apply mutatis mutandis to Warehousing.
Article 615
After the warehouseman received the goods and was required by the depositor shall make out and deliver to the depositor a receipt of warehousing.
Article 616
The receipt of warehousing shall contain the following particulars and be signed by the warehouseman:
(1) The name and address of the depositor;
(2) The place of storage;
(3) The kind of goods stored, their quality and quantity and the kind, number and marking of the packages;
(4) The place where and the date when the receipt of warehousing is made out.
(5) The period for which the goods are stored, if that has been fixed;
(6) The remuneration for storage;
(7) If the goods stored are insured, the amount of the insurance, the deadline for which the goods are insured and the name of the insurer.
The warehouseman shall enter the same particular mentioned above in the carbon copy of the warehouse register.
Article 617
The holder of the receipt of warehousing may require the warehouseman to divide the goods stored and to issue to him a separate receipt for each part, provided that the holder shall return the original receipt of warehousing to the warehouseman.
The expenses for such divisions and for the issuance of the new receipt of warehousing specified under the preceding paragraph shall be borne by the holder.
Article 618
The transfer of ownership of the goods entered in a receipt of warehousing is not effective unless the receipt has been endorsed by the owner of the goods with the counter-signature of the warehouseman.
Article 618-1
When the receipt of warehousing has been lost, stolen or destroyed, the holder of the receipt may, after the commencement of the proceedings by public summons, furnish proper security to the warehouseman and require for the re-issuance of a new receipt.
Article 619
The warehouseman shall not request the depositor to remove the goods before the expiration of the time agreed upon for the storage.
If no time has been agreed upon for the storage, the warehouseman may, after six months have elapsed from the commencement of the custody, request at any time, the removal of the goods, provided that one month's previous notice is given to the depositor.
Article 620
The warehouseman is bound, on the request of the depositor or of the holder of the receipt of warehousing, to allow them to inspect the goods deposited or to take samples, or the other necessary conducts for preservation.
Article 621
If, at the termination of the contract of warehousing, the depositor or holder of the receipt refuses or is unable to remove the goods deposited, the warehouseman may fix a reasonable deadline and request the depositor to remove the goods within such deadline. If the goods are not removed within such deadline, the warehouseman may sell them by auction, and deduct from the proceeds of the sale the expenses of the auction and the storage charges, and the balance, if any, shall be delivered to the person entitled thereto.
Section 16 -Carriage
Sub-section 1 General Provision
Article 622
A carrier is a person who undertakes as a business to transport goods or passengers for freight.
Article 623
Claims for damages for loss, damage or delay in the transportation of goods are extinguished by prescription if not exercised within one year from the date of the ending of the transportation, or from the date when the ending of the transportation ought to have taken place.
Claims for damages for injury or delay in the transportation of passengers are extinguished by prescription if not exercised within two years from the date of the ending of the transportation, or from the date when the ending of the transportation ought to have taken place.
Sub-section 2 Carriage Of Goods
Article 624
If required by the carrier, the sender shall make and issue to him a bill of transportation.
A bill of transportation shall contain the following particulars and be signed by the sender:
(1) The name and address of the sender;
(2) The kind of goods sent, their quality and quantity, and the kind, number and marking of the packages;
(3) The place of destination;
(4) The name and address of the consignee;
(5) The place where and the time when the bill of transportation is made out.
Article 625
If required by the sender, the carrier shall make and issue to him a bill of lading after receiving the goods of delivery.
The bill of lading shall contain the following particulars and be signed by the carrier:
(1) Those mentioned in section 1, 2, 3, and 4 or the preceding article.
(2) The amount of freight, and whether it is paid by the sender or is to be paid by the consignee.
(3) The place where and the time when the bill of lading is made out.
Article 626
The sender shall supply the carrier with the documents which are necessary for the transport of the goods or required by the tax officials and police authorities, and furnish the necessary information to that effect.
Article 627
When a bill of lading has been supplied to the sender the facts concerning the carriage as between the carrier and the holder of the bill are determined by the tenor of the bill of lading.
Article 628
Even though a bill of lading has been made out to a named consignee, it may be transferred by endorsement to another person, except endorsement is forbidden in the bill.
Article 629
The delivery of the bill of lading to a person entitled to accepting the goods has the same effect, as regards the transfer of the ownership of the goods, as delivery of the goods themselves.
Article 629-1
The provisions of Article 618-1 shall apply to the bill of lading.
Article 630
The consignee shall, on his requesting the delivery of goods, surrender the bill of lading.
Article 631
If the goods are of such a nature as are likely to cause injury to persons or property, the sender shall declare their nature to the carrier before making the contract of carriage, failing which he shall be liable to make compensation for any injury caused thereby.
Article 632
The goods shall be transported within the agreed time; in the absence of such agreement, custom shall rule; and in the absence of such agreement or custom, transportation shall be done within a reasonable time.
In determining what a reasonable time is as mentioned in the preceding paragraph, the circumstances of each particular case shall be taken into consideration.
Article 633
The carrier is not entitled to deviate from the instructions of the sender except in case of urgency, and provided that from the circumstances he can assume that the sender would approve of the deviation if he had knowledge of the state of affairs.
Article 634
The carrier is liable for any loss, damage or delay in the delivery of the goods entrusted to him, except he can prove that the loss, damage or delay is due to force majeure, or to the nature of the goods, or to the negligence of the sender or of the consignee.
Article 635
The carrier is liable for loss or damage due to apparent defects in packing, if he has accepted the goods for transportation without reservation.
Article 636
(Repealed)
Article 637
If the goods were transported by several successive carriers, each of them as are unable to prove that they have no liability under the Article 635 are jointly liable for the loss, damage or delay.
Article 638
In the case of loss, damage or delay, the damages shall be fixed in accordance with the value which the goods would have had at the destination and the time when delivery was due.
The freight and other expenses which need not be paid in consequence of the loss of or damage to the goods transported shall be deducted from the amount of damages specified in the preceding paragraph.
If the loss, damage or delay is due to the intentional acts or gross negligence of the carrier, the sender may also claim for other injuries, if any.
Article 639
The carrier is not liable for the loss or damage of the moneys, valuable securities, jewelries or such other valuables, unless he is given notice of the nature and value of such goods when they are entrusted to him.
If their value is declared the liability of the carrier is limited to such declared value.
Article 640
Injuries in the case of delay in delivery shall not exceed the amount which could be claimed in case of the total loss of the goods.
Article 641
In the cases of Articles 633, 650 and 651 and in other cases which may prevent or delay the transportation, or impair the safety of the goods, the carrier shall exercise necessary care and measures.
If he fails to take such care and measures as specified in the preceding paragraph, he is liable for any injury resulting therefrom.
Article 642
As long as the carrier has not notified the consignee of the arrival of the goods, or the consignee after their arrival has not asked for their delivery, the sender, or, if a bill of lading has been made, the holder of the bill of lading may require the carrier to stop the transportation and to return the goods, or to make any other disposition of them.
In the case provided for in the preceding paragraph, the carrier is entitled to the freight in proportion to the transportation already performed and to all expenses occasioned by the stoppage, return or other disposition of the goods, and to reasonable damages.
Article 643
The carrier shall notify the consignee as soon as the goods arrive.
Article 644
After the goods have arrived at the destination, and the consignee has demanded delivery, the consignee acquires the rights of the sender arising from the contract of carriage.
Article 645
The carrier is not entitled to the freight of goods which arc lost by force majeure during transportation. Whatever has been received for that purpose shall be returned.
Article 646
If the carrier delivers the goods before payment of freight and other expenses, he remains liable to the preceding carriers for such part of the freight and other expenses as may still be due to them.
Article 647
The carrier is entitled to retain such portion of the goods as may be necessary to secure payment of freight and other expenses.
If the amount of the freight and other expenses be disputed, the consignee is entitled to ask for the delivery of the goods on lodging the amount in dispute.
Article 648
The liability of the carrier ceases when the consignee has, without reservation, accepted the goods and paid the freight and other expenses.
But this does not apply in the case of loss of or damage to the goods not easily discoverable, provided that notice of such loss or damage is given to the carrier within ten days after the goods accepted by the consignee.
When the loss or damage has been fraudulently concealed by the carrier, or is due to the carrier's intentional acts or gross negligence, the carrier shall not take advantage of the two preceding paragraphs.
Article 649
A statement in the bill of lading or other such document delivered by the carrier to the sender excluding or limiting the liability of the carrier is ineffective, unless it is proved that the sender has expressly agreed to such exclusion or limitation of liability.
Article 650
If the consignee cannot be found, or he delays to take delivery of the goods or there are other difficulties of delivery, the carrier shall immediately notify the sender thereof and ask for his instructions.
If the instructions of the sender are not made or are impracticable, or if the carrier cannot keep the goods any longer in his custody, the carrier may deposit the goods in a warehouse at the expense of the sender.
If circumstances are such that deposit in a warehouse is impossible, or if the goods are of a nature of easy to corrupt, or if it is obvious that their value will not be sufficient to cover the freight and other expenses, the carrier may sell the goods by auction.
So far as is practicable, the carrier shall notify the sender and the consignee of the fact of the deposit in the warehouse or of the sale by auction.
Article 651
The provisions of the preceding article shall apply, when delay of delivery is due to an action as to who is entitled to take delivery of the goods.
Article 652
The carrier shall, after deducting from the proceeds of the auction the costs of auction, the freight and other expenses, deliver the remaining to the person entitled to it, or, if such person cannot be found, lodge it for such person's benefit.
Article 653
If the goods were transported by several successive carriers, the last of them may exercise the rights described in Articles 647, 650 and 652 for the amounts due to them all for freight and other expenses.
Sub-section 3 Carriage Of Passengers
Article 654
The carrier of passengers shall be liable for any injury suffered by the passenger in consequence of the transportation, and for the delay in the transportation, except the injury or the delay is due to the negligence of such passenger or the injury is due to force majeure.
If the delay of the transportation is due to force majeure, unless otherwise provided by the trade custom, the liability of the carrier of passengers shall be limited to the increased necessary expenses paid by the passenger due to the delay of the transportation.
Article 655
Luggage entrusted to the carrier in time shall be delivered on the arrival of the passenger.
Article 656
If the passenger does not take delivery of the luggage within one month after its arrival within the reasonable deadline the carrier may ask the passenger bring back, or after the deadline, the carrier may sell it by auction. If the passengers could not be found, the carrier may sell it by auction without notice.
If the luggage is of a nature that is easy to corrupt, the carrier may sell it by auction twenty-four hours after its arrival.
The provisions of Article 652 shall apply mutatis mutandis to the cases provided for the two preceding paragraphs.
Article 657
Unless otherwise provided for under this part, the rights and obligation of the carrier for the luggage, which the passenger has entrusted to him, are governed by the provisions concerning Carriage of Goods, even though the carrier did not make a separate charge for it.
Article 658
The carrier is liable for the loss or damage of the luggage caused by his own negligence or that of his employees, even if such luggage has not been entrusted to him by the passenger.
Article 659
A statement in a ticket, receipt or other document delivered by the carrier to the passenger, excluding or limiting the liability of the carrier, is ineffective, unless it can be proved that the passenger expressly agreed to such exclusion or limitation of liability.
Section 17 - Forwarding Agency
Article 660
A forwarding agent is a person, who undertakes, as a business, to forward goods through carriers in his own name but on account of other persons, for remuneration.
Unless otherwise provided in this Section, the provisions concerning Commission Agents shall apply mutatis mutandis to Forwarding Agency.
Article 661
The forwarding agent is liable for any loss, damage or delay in the delivery of the goods entrusted to him, except he can prove that he has not failed to exercise due care in the reception and custody of the goods, in the selection of the carrier, in the delivery at the destination and in all other matters connected with the transportation.
Article 662
The forwarding agent is entitled to retain such portion of the goods, as may be necessary to secure payment of his remuneration and disbursements.
Article 663
Unless otherwise provided for by contract, the forwarding agent may himself assume the transportation of the goods, in which case he has the same rights and obligations as a carrier.
Article 664
If a fixed price for the whole of the transportation has been agreed upon, or if the forwarding agent has himself delivered to the sender a bill of lading, the forwarding agent is deemed to have himself assumed the transportation of the goods, in which case he is not entitled to remuneration.
Article 665
The provisions of Articles 631, 635, 638, 639 and 640 shall apply mutatis mutandis to Forwarding Agency.
Article 666
Claims against a forwarding agent for loss, damage or delay in the transportation are extinguished by prescription if not exercised within one year from the date of the delivery of the goods or from the date when such delivery ought to have taken place.
Section 18 - Partnership
Article 667
Partnership is a contract whereby two or more persons agree to put contributions in common for a collective enterprise.
The contribution may consist of money or other rights over property or of services, credit or other interests.
A contribution other than money shall be assessed at the value of the contribution. If it is not assessed, the average value of the contribution of the other partners is deemed to be the value of the contribution.
Article 668
The contributions of the partners and all other properties of the partnership are held in common by all the partners.
Article 669
Unless otherwise agreed upon by the partners, a partner is not bound to provide an increase of the contribution which has been agreed upon, nor, if his contribution has been reduced by losses, to make good such losses.
Article 670
The resolutions of the partnership ought to be made by the unanimous consent of all the partners.
The resolutions of the preceding paragraph when are agreed upon by all the partners or some of the members, should be followed by the agreement, except the affairs of partnership contract or the change of business entity shall be agreed by the numbers more than two thirds of the partners.
Article 671
Unless otherwise provided for by contract or by resolutions, the affairs of the partnership shall be managed by all the partners in common.
When it is agreed upon or by resolutions that the affairs of the partnership shall be managed by some of the members only, the affairs of the partnership shall be managed in common by the said members of the partnership.
The ordinary affairs of the partnership may be managed individually by each partner who has the right of management, but, in such a case, every partner who has the right of management may oppose the action of any other partner. In a case of opposition, the dealing of the affair shall be stopped.
Article 672
A Partner who deals the affairs of the partnership shall exercise such care as he would deal with his own affairs, who gets the remuneration should do so with a care of a good administrator...
Article 673
Concerning resolutions of partnership, each partner entitled to vote is presumed to have one vote only, irrespective of the amount of his contribution.
Article 674
When one or several partners in the partnership, by agreement or by resolutions manage the affairs of the partnership, they shall not resign or be removed by the other partners except for a good cause.
Removal of a managing partner, as specified in the preceding paragraph, may take place only by the unanimous consent of all the other partners.
Article 675
Notwithstanding any stipulation to the contrary, a partner who has no right of management, is entitled to enquire at any time into the affairs of the partnership and its financial situation, and to examine its books.
Article 676
Unless otherwise provided for by contract, the accounts of a partnership shall be settled and its profits be distributed at the end of each business year.
Article 677
If the shares of the partners in the profits and losses are not specified, they are fixed in proportion to the value of the contribution of each partner.
If only the share in profits or the share in losses is specified, the proportion is deemed to be applicable to both profits and losses.
Unless otherwise provided for by contract, a member who contributed only his services does not share in the losses.
Article 678
A partner is entitled to the reimbursement of the expenses which he has made for dealing the affairs of the partnership.
Unless otherwise provided for by contract, he is not entitled to remuneration for dealing the affairs of the partnership.
Article 679
A partner, who by agreements or by resolutions deals the affairs of the partnership, represents the other partners towards third parties, in so far as he deals such affairs within his authority of tenor of Mandate.
Article 680
The provisions of Articles 537 to 546 concerning Mandate shall apply mutatis mutandis to the dealing of the affairs of the partnership by its partners.
Article 681
If the assets of the partnership are not sufficient to cover the liabilities, the partners are jointly liable for the deficit.
Article 682
A partner is not entitled to demand the partition of the assets, until the liquidation of the partnership takes place.
A debtor of the partnership who has a claim against one of the partners shall not offset it against a claim of the partnership against him.
Article 683
A partner shall not transfer his share in the partnership to a third party, except it be to another partner.
Article 684
So long as the partnership continues, a personal creditor of a partner shall not be subrogated in any of the rights of such partner against the partnership, except claims for dividends.
Article 685
A creditor of a partner may apply for attachment against the share of such partner.
Within two months of the attachment under the preceding paragraph, if the partner could not perform or furnish proper security, the attachment functions to the effect for withdrawal of the partnership for that partner.
Article 686
If no period has been fixed for the duration of the partnership, or if the partnership has been formed for the lifetime of any of its partners, each partner may withdraw from it, provided that the other partners have been notified two months beforehand.
The withdrawal as specified in the preceding paragraph shall not take place at a time when withdrawal would be prejudicial to the affairs of the partnership.
Even if a period has been fixed for the duration of the partnership, a member may give notice of withdrawal for vital reasons due to circumstances for which he is not responsible, notwithstanding the preceding two paragraphs.
Article 687
In addition to the cases provided for in the preceding two articles, withdrawal of a partner takes place in any of the following:
(1) A partner’s death. Except that when stated in a contract that the partner’s heirs may inherent his/her rights;
(2) A partner is declared bankrupt or is subject to the order of the commencement of guardianship;
(3) A partner is dismissed from his duty.
Article 688
Exclusion of a partner may only take place for a good cause.
The exclusion as specified in the preceding paragraph may be made only by the unanimous consent of the other members, and a notice of the fact shall be served on the excluded partner.
Article 689
The settlement of the accounts between the withdrawing partner and the other partners shall be made on the basis of the financial situation of the partnership at the time of withdrawal.
The share of the withdrawing member may be repaid in money, irrespective of the nature of his contribution.
In regard to those affairs of the partnership not yet concluded at the time of withdrawal, accounts may be settled and profits and losses be distributed after the conclusion of such affairs.
Article 690
A person who has withdrawn from a partnership continues to be liable in respect of the obligations incurred before his withdrawal.
Article 691
No person may be introduced as a partner in a partnership that already exists, except by the unanimous consent of all the partners.
A person who becomes a partner of such a partnership is liable in the same way as the other partners for all the obligations incurred prior to his entering it.
Article 692
A partnership is dissolved in any of the following cases:
(1) When the duration of the partnership agreed upon has expired;
(2) When the partners unanimously decide to dissolve it;
(3) When the undertaking which forms its object is accomplished, or when it is impossible to accomplish it.
Article 693
If, after the ending of the duration of the partnership, the partners continue its affairs, the partnership contract is deemed to continue for an indefinite period of time.
Article 694
After dissolution of a partnership, the liquidation of its affairs is carried out either by all the partners jointly, or by liquidators appointed by them for that purpose.
The decision appointing the aforesaid liquidators shall be made by a majority vote of all the partners.
Article 695
When there are several persons acting as liquidators, the decisions concerning the liquidation shall be made by a majority vote.
Article 696
In case one or more liquidators are appointed by the partnership contract from the partners, the provisions of Article 674 shall be applied.
Article 697
The assets of the partnership shall be first used for the payment of its debts. If a debt has not yet matured or is the subject of litigation, the amount necessary for the performance of such debt shall be taken out from the assets of the partnership, and be reserved.
After all the debts have been paid or the necessary amounts for the same have been taken out in accordance with the preceding paragraph, the contributions of the partners shall be returned in money or the other property from the remaining assets.
The reimbursement of contributions of non-money shall return in the same value of property like the moment of contributions.
For the performance of the debts and the return of the contributions, the property of the partnership shall, as far as necessary, be converted into money.
Article 698
If the assets of the partnership are not sufficient for reimbursing the contributions, the reimbursement shall be made pro rata, in proportion to the respective value of each contribution.
Article 699
If there is a balance of assets remaining, after the payment of the debts and the return of contributions, it shall be divided among the partners, in the proportion in which they are entitled to the profits.
Section 19 - Sleeping Partnership
Article 700
A contract of sleeping partnership is a contract whereby one of the parties agrees to furnish a contribution to an enterprise managed by the other party, on the understanding that the former will share in the profits and losses of the enterprise.
Article 701
In addition to the provisions of this Section, the provisions concerning Partnership shall apply mutatis mutandis to Sleeping Partnership.
Article 702
On the contribution of the sleeping partner being handed over, the right over the same transfers to the active partner.
Article 703
In respect to losses, the sleeping partner is liable only to the extent of his contribution.
Article 704
The affairs of the sleeping partnership shall be exclusively managed by the active partner.
No rights or obligations towards third parties shall accrue to the sleeping partner on account of transactions entered into by the active partner.
Article 705
If a sleeping partner takes part in the management of the affairs of a sleeping partnership or declares that he takes part in it, does not deny of others' expression of his participation of the management, he becomes liable to third parties as an active partner, notwithstanding any agreement to the contrary.
Article 706
Notwithstanding any agreement to the contrary, a sleeping partner may at the expiration of each business year, inspect the books of the partnership and make investigations as to its business and financial state.
For vital reasons, the court may, on the application of a sleeping partner, authorize such sleeping partner to make, at any time inspections or investigations as specified in the preceding paragraph.
Article 707
Unless otherwise provided for by contract, the active partner shall, at the expiration of each business year, take stock and find out the profits and losses made, and pay immediately to the sleeping partner the profits accrued to him.
Unless otherwise agreed upon, profits which are accrued to the sleeping partner but have not yet been paid out shall not be considered as increases of his contribution.
Article 708
In addition to the provisions of Article 686 by which a sleeping partner is entitled to declare his withdrawal, a sleeping partnership is terminated in any of the following cases;
(1) Expiration of the agreed time;
(2) Consent of the parties;
(3) Accomplishment of the enterprise or impossibility of accomplishing;
(4) Death or subject to the order of the commencement of guardianship of the active partner;
(5) Bankruptcy of the sleeping or active partner;
(6) Cessation or transfer of enterprise.
Article 709
In case of the termination of a sleeping partnership, the contribution of the sleeping partner shall be returned by the active partner together with the profit accruing to him.
However, if the contribution is decreased by losses, only the balance shall be returned.
Section 19-1 - Bid Society
Article 709-1
Bid society is a contract wherein a leader invites two or more persons as the members and all of them agree to deliver the payments of the bid and to bid for the fund of the bid society; wherein the aforesaid agreement is only respectively made between the leader and the member also constitutes the bid society.
The fund of the bid society prescribed in the preceding paragraph refers to the entire payments of the bid which the leader and the members shall deliver.
The payments of the bid may consist of money or other fungible things.
Article 709-2
Only the natural person qualifies for being the leader or the member.
The leader shall not concurrently be a member of the same bid society.
The person who is with no capacity or limited in capacity to make juridical acts shall not be the leader, and shall not join the bid society wherein his guardian is the leader.
Article 709-3
The bid society shall be made by the bill of bid society wherein the following entries shall be included:
(1) Name, address, and telephone number of the leader;
(2) Names, addresses, and telephone numbers of all the members;
(3) Kinds and the base amount of the payments of the bid for each membership;
(4) Date of the constitution of the bid society;
(5) Dates of the meeting of the bid;
(6) Method of the bid;
(7) Agreement on the limit of the amount of the maximum or minimum bid, if any.
The bill of bid society of the preceding paragraph shall be signed by the leader and all the members, recorded with the date, and kept by the leader. Copies of the aforesaid bill of bid society shall be provided, signed, and delivered to each member.
If a member has delivered the first installment of the payments of the bid to the leader, though the bill of bid society is not made in accordance with the preceding two paragraphs, the contract of bid society is deemed to have been constituted.
Article 709-4
The meeting of the bid is presided by the leader in accordance with the agreed date and method. The place of the meeting is determined by the leader and he shall notify the members of it beforehand.
If the leader cannot preside the meeting of the bid, the meeting shall be presided by the member appointed by the leader or the members who have attended.
Article 709-5
The first installment of the fund of the bid society is acquired by the leader without need to bid for; each of the rest parts is acquired by the member who wins the bid.
Article 709-6
At each meeting of the bid, each member may bid for only once, and the member offers the maximum bid wins the bid. If the maximum bid is offered by more than one member, the member winning the bid shall be determined by drawing lots, unless otherwise agreed upon.
Unless otherwise agreed upon, if there is no one to bid, the member winning the bid shall be determined by drawing lots.
The bid may be won only once for each membership.
Article 709-7
A member shall deliver his payments of the bid within three days after each meeting of the bid.
The leader shall collect all the payments of the bid for the member winning the bid during the period of the preceding paragraph, and he shall deliver these payments of the bid together with his own to the member winning the bid before the expiration of the aforesaid period. If the payments of the bid are not collected during that period, the leader shall pay for the member who is responsible for it.
Before the delivery to the member winning the bid, the leader shall be responsible for the loss or destruction of the payments of the bid collected in accordance with the preceding paragraph, except the loss or destruction is imputable to the member winning the bid.
After the leader has paid in accordance with the provisions provided in the preceding two paragraphs, he may claim against the member who does not pay for reimbursement together with interests.
Article 709-8
The leader shall not assign his rights and duties to another person without the consent of all the members.
A member shall not withdraw from the bid society or assign his membership to another person without the consent of the leader and all the other members.
Article 709-9
When the bid society cannot continue due to the bankruptcy or fleeing and hiding of the leader, or any other reason, each installment of the payments of the bid, which shall be paid by the leader and the members winning the bid, shall be averagely delivered to the members not winning the bid on the date of each meeting of the bid, unless otherwise agreed upon.
The leader shall be jointly responsible for each installment which shall be paid by the members winning the bid in accordance with the preceding paragraph.
If the leader or the members winning the bid is in default on the payments which shall be averagely delivered to the members not winning the bid in accordance with the first paragraph, and the amounts of the payments in default amount to the sum of two installments, the member not winning the bid may claim for the entire payments of the bid.
In the case of the first paragraph, the members not winning the bid may choose one or several persons to deal with the matters concerned.
Section 20 - Security Payable By An Assigned Person
Article 710
A security payable by an assigned person is an instrument whereby a person directs another person to deliver to a third party money or valuable securities or other fungible things.
Under the preceding paragraph, the person who directs is called the assignor; the person who is directed is called the assignee; and the person to whom presentation is made is called the payee.
Article 711
When the assignee has notified the payee that he accepts to perform the order of payment, he is bound to perform it in accordance with the tenor of the order.
In the case specified in the preceding paragraph, the assignee may only take such defenses as arises from the tenor of the order or from his legal relationship with the payee as valid defenses against the payee.
Article 712
If a security payable by an assigned person is made by the assignor for the performance of a debt due to the payee, the debt is extinguished when prestation is made by the assignee.
In the case specified in the preceding paragraph, the creditor who has accepted an order of payment shall not claim payment of the original debt from the assignor, except he has been unable to procure prestation of the order by the assignee within the time specified in the securities, or, if no time is specified, within a reasonable time.
A creditor who is not willing to accept a security payable by an assigned person from his debtor shall notify the latter of his refusal without delay.
Article 713
Even though the assignee is indebted to the assignor, he is not bound to accept the assignment of payment or to perform it. If he performs it, he is released from his debt to the assignor to the amount of his performance.
Article 714
If the assignee refuses acceptance or performance of the security payable by an assigned person, the payee shall notify the assignor of the refusal without delay.
Article 715
An assignor may revoke his security payable by an assigned person so long as the assignee has not notified the payee of his acceptance or performance of the order. Such revocation shall be made by an expression of intent to the assignee.
The order is deemed to be revoked, if the assignor declares bankrupt before the acceptance or performance of the order by the assignee.
Article 716
The payee may transfer the security payable by an assigned person to a third party, except the assignor has inserted in the securities itself that transfer is forbidden.
The transfer specified in the preceding paragraph shall be made by endorsement.
If the assignee accepts the assignment in favor of the transferee, he shall not take whatever resulting from his legal relationship with the payee as valid defenses against the transferee.
Article 717
The claim of the payee or the transferee against the assignee who has accepted the security payable by an assigned person is extinguished by prescription, if not exercised within three years from date of acceptance.
Article 718
In case securities has been lost, stolen or destroyed, the court may, on the application of the bearer, declare the order invalid by means of proceedings by public summons.
Section 21 - Securities Payable To Bearer
Article 719
A security payable to bearer is securities by which the bearer may claim from the maker a prestation according to the tenor thereof.
Article 720
The maker of a security payable to bearer is bound to make the prestation to the person who presents it. However, he shall not make such prestation if he knows that the bearer is not entitled to dispose of the securities, or if he has been notified of the loss, stolen or destruction of the same.
The maker is released from his obligation if he has performed according to the provisions of the preceding paragraph, even if the bearer was not entitled to dispose of the securities.
Article 720-1
If, after the bearer has notified the maker of the loss, stealing, or destruction of the security payable to bearer, the bearer does not present the proof of the application for public summons within five days, the notification loses its effect.
In the proceedings by public summons prescribed in the preceding paragraph, if the bearer does not present the proof of the commencement of the litigation to the maker within ten days after the court has notified him that report of rights from the third person, the same rule shall be applied.
Article 721
The maker of a security payable to bearer is bound by it towards bona fide bearers, even if it has been lost, or stolen by him, or has otherwise passed into circulation without his consent.
A security payable to bearer does not lose its effect, even if the securities is issued after the maker has died or has lost his capacity to make juridical acts.
Article 722
The maker of a security payable to bearer may only take the defenses which result from the voidance of the securities itself, or for its tenor, or from his legal relationship with bearer as valid defenses against the bearer. However if the bearer acquires the securities in bad faith, the maker may also take the defenses against the former bearer as valid defenses against the bearer.
Article 723
The bearer of a security payable to bearer is bound to surrender the securities to the maker on his requesting performance.
When the maker has, in accordance with the previsions of the preceding paragraph, received back the said securities, he acquires the ownership of same, even if the bearer was not entitled to dispose of it.
Article 724
If a security payable to bearer is damaged or defaced in such a way as to be no more fit for circulation, but its essential contents and distinctive marks are still recognizable, the bearer is entitled to request the maker to issue a new security payable to bearer on surrender of the old one.
The costs of replacement are to be borne by the bearer, except in the case of banknotes or other currency notes, where the costs are to be borne by the maker.
Article 725
In case a security payable to bearer has been lost, stolen or destroyed, the court may, on the application of the bearer, declare the securities invalid by means of proceedings by public summons.
In the case provided for in the preceding paragraph, the maker is bound to give the bearer such information concerning the obligation as may be necessary for proceedings by public summons, and to supply him with whatever evidence that is necessary.
Article 726
When a period for the presentation of a security payable to bearer has been fixed, if the court has, on the application of a person taking proceedings by public summons, ordered the stoppage of payment by the maker, the period of presentation is suspended.
The suspension provided for in the preceding paragraph runs from the time of the application for the aforementioned order, and ends on the termination of the proceedings by public summons.
Article 727
When the maker of a security payable to bearer has been notified of the loss, theft or destruction of for interest, annuity or dividends, if such securities are not presented for payment before the expiration of the period of prescription provided by law for periodical payments, the bearer who made the notification is entitled to claim from the maker the payment of the interest, annuity or dividends accruing to the said securities. However, this claim shall be extinguished by prescription after one year from the date of expiration of the prescription period.
If, before the expiration of the prescription period, the securities are presented for payment by a third party, the maker shall notify the third party that payment has been stopped and shall defer payment until such third party and the person making the notification have come to an agreement, or until the case has been decided by a non-appeasable judgment of the court.
Article 728
The provisions of the last sentence of paragraph I, Article 720, and of Article 725 do not apply to security payable to bearer which bear no interest but are payable at sight, except securities for interest, annuity and dividends.
Section 22 - Annuity For Lifetime
Article 729
A contract of annuity for lifetime is a contract whereby the parties agree that one of them shall make periodical payments in money to the other party or to a third party, during the lifetime of one or the other parties or of a third party.
Article 730
Contract of annuity for lifetime shall be made in writing.
Article 731
In a contract of annuity for lifetime, where there is a doubt as to its duration, the annuity for lifetime is presumed to be payable to the creditor during his lifetime.
In case of doubt, the amount mentioned in the contract is presumed to be the amount to be paid annually.
Article 732
Unless otherwise provided in the contract, an annuity for lifetime is payable quarterly in advance.
If the person on whose life the annuity for lifetime depends, dies after a payment made in advance and before the expiration of the period for which the payment was made, the creditor is entitled to the whole amount advanced for that period.
Article 733
When the death which terminated the annuity for lifetime is due to circumstances for which the debtor of the annuity for lifetime is responsible, the court may, on the application of the creditor or of his heirs, decide that the annuity for lifetime shall continue for a reasonable period of time.
Article 734
Unless otherwise provided for by contract, the right to an annuity for lifetime shall not be transferred.
Article 735
The provisions of the present title shall apply mutatis mutandis to the legacy of annuity for lifetimes.
Section 23 - Compromise And Settlement
Article 736
A compromise and settlement is a contract whereby the parties by making mutual concessions terminate an existing dispute or prevent the occurrence of a future dispute.
Article 737
The effect of a compromise and settlement is to extinguish the rights abandoned by each party and to secure to each party those rights which are specified in the compromise and settlement.
Article 738
A compromise and settlement shall not be revoked for mistake, except in any of the following cases:
(1) If the compromise and settlement is based on documents which are afterwards discovered to be forged or altered, provided that the forgery or alteration be such that the party concerned would not have agreed to compromise and settlement if he had known of the forgery or alteration.
(2) If the object of the compromise and settlement had been settled by a non-appealable judgment of the court, of which the parties or one of them had no knowledge at the time of the compromise and settlement.
(3) If one of the parties was acting under a mistake as to the qualification of the other party or as to the point in dispute, which was essential in the case.
Section 24 - Guaranty
Article 739
A guaranty is a contract whereby the parties agree that one of them shall be bound to satisfy the obligation, when the debtor of the other party fails to perform same.
Article 739-1
Unless otherwise provided by this section, the rights of the guarantor provided in this section shall not be waived beforehand.
Article 740
Unless otherwise provided by the contract, the guaranty shall include the interest on the principal debt, the penalty, the compensation for the injury, and other accessory charges.
Article 741
In case the liability of the guarantor is heavier than that of the principal debtor, it shall be reduced to the level of the principal debt.
Article 742
The guarantor is entitled to take any defense that is open to the principal debtor as a valid defense.
He may still take such defenses as valid defenses even if they are waived by the principal debtor.
Article 742-1
The guarantor may take the principal debtor's claim against the creditor as his claim to offset.
Article 743
A guaranty given for an obligation which is invalid on account of debtor's lack of capacity to make juridical acts is still valid, if the guarantor binds himself in spite of the knowledge of the fact.
Article 744
If the principal debtor has the right of revoking the juridical act upon which the debt is founded, the guarantor is entitled to refuse to perform the obligation.
Article 745
A guarantor may refuse performance to the creditor, so long as the creditor has not filed proceedings for compulsory execution, against the property of the principal debtor, without results.
Article 746
The guarantor shall not assert the right specified in the preceding article in any of the following cases:
(1) If the guarantor has waived his rights specified in the preceding article.
(2) If the principal debtor has been declared bankrupt.
(3) If the property of the principal debtor is not sufficient to satisfy the obligation.
Article 747
A claim for performance and other acts which interrupt prescription made against the principal debtor operates against the guarantor.
Article 748
Unless otherwise agreed upon by the contract, when several persons act as guarantors for one and the same debt, they are joint-guarantors for the said debt.
Article 749
After guarantor has satisfied the creditor, to the extent of the performance, he is subrogated to the claim of the creditor against the principal debtor, but he shall not exercise it to the detriment of the creditor.
Article 750
If the guarantor has assumed the guaranty by reason of a mandate of the principal debtor, the guarantor may request the principal debtor to procure his discharge from the guaranty under any of the following cases:
(1) If the property of the principal debtor has obviously decreased.
(2) If, after the conclusion of the contract of guaranty claims for performance against the principal debtor have become difficult on account of change of his domicile, or his business office, or his residence.
(3) If the principal debtor is in default.
(4) If the creditor has obtained a non-appealable judgment entitling him to compel the guarantor to perform.
If the principal obligation is not yet due, the principal debtor may give security to the guarantor instead of discharge of obligation of guaranty.
Article 751
If the creditor waives the rights in rem on which his claim is secured, the guarantor is released from his obligation to the extent of the rights which have been waived.
Article 752
If the guaranty has been given for a definite period of time, the guarantor is released from his obligations, if within such period the creditor fails to enter judicial proceedings against the guarantor.
Article 753
If the guaranty is given for an indefinite period of time, the guarantor may, after the maturity of the principal debt, fix a reasonable period of not less than one month and request the creditor to enter judicial proceedings against the principal debtor within such period.
If the creditor fails to enter judicial proceedings against the principal debtor within the period specified in the preceding paragraph, the guarantor is released from his obligation.
Article 753-1
Due to being directors, controllers or other representatives of a juridical person, and agreeing to be the guarantor of the obligation of the juridical person, they are only liable to the obligation of the juridical person occurred within the duration of their offices.
Article 754
If guaranty is given for a series of obligations and for an indefinite period of time, the guarantor may at any time terminate the contract by giving notice to the creditor.
In the case of the preceding paragraph, the guarantor is not liable for the obligations incurred by the principal debtor after the notice has reached the creditor.
Article 755
If guaranty has been given for an obligation which is to be performed at a definite time and the creditor grants to the principal debtor an extension of time, the guarantor is released from his obligation, unless he has agreed to the extension.
Article 756
A person who gives a mandate to another to provide credit to a third party in the name and on the account of such other person is liable to the mandatory as a guarantor for the obligation of the third party arising from the providing of the credit.
Section 24-1 - Employment Guaranty
Article 756-1
An employment guaranty is a contract whereby the parties agree that one of them shall be bound to make compensation when the employee of the other party shall be liable to compensate the other party for the performance of his duties in the future.
The contract of the preceding paragraph shall be made in writing.
Article 756-2
The guarantor in employment guaranty may be held liable only in so far as the employer is unable to obtain compensation by other means.
When the guarantor is held liable in accordance with the provision of the preceding paragraph, unless otherwise provided by the act or the contract, the compensation shall be limited to the total sum of the remuneration which the employee may receive in the year when the event causing the injury happened.
Article 756-3
The duration of employment guaranty agreed upon shall not exceed three years. If it exceeds three years, it shall reduce to three years.
The parties may renew the duration prescribed in the preceding paragraph.
If there is no duration fixed in a contract of employment guaranty, the duration of the contract shall be three years reckoning from the date of the constitution of the contract.
Article 756-4
If there is no duration fixed in a contract of employment guaranty, the guarantor may terminate the contract at any time.
For the termination of a contract in the preceding paragraph, the employer shall be notified three months beforehand. However if the parties agree upon a shorter period of notification, this period shall be followed.
Article 756-5
The employer shall notify the guarantor if there is any situation as follows:
(1) The employer may terminate the contract of hire of services according to the law, and the reason of the termination might cause the guarantor to be held liable;
(2) The employee shall be liable to compensate the employer for the performance of his duties, and the employer has made the claim against the employee;
(3) The employer changes the contents, or time, place of the employee's job, and this therefore intensifies the liability of the guarantor or makes him hard to watch out for the performance of the duties.
The guarantor who receives the notification of the preceding paragraph may terminate the contract. The same rule shall be applied when the guarantor is aware of anything as prescribed in the preceding paragraph.
Article 756-6
The court may reduce or release the compensation for the guarantor if there is any situation as follows:
(1) The situation as prescribed in the first paragraph of the preceding article happened, but the employer does not notify the guarantor immediately;
(2) The employer is negligent of the selection and supervision of the employee or his duty of supervision.
Article 756-7
The relationship of employment guaranty extinguishes if there is any situation as follows:
(1) The duration of the guaranty expires;
(2) The guarantor died, goes into bankruptcy, or loses the capacity to make juridical acts;
(3) The employee dies, goes into bankruptcy, or loses the capacity to make juridical acts;
(4) The relationship of hire of services extinguishes.
Article 756-8
The claim of the employer against the guarantor shall be extinguished by prescription if not exercised within two years.
Article 756-9
Unless otherwise provided by this section, the provision concerning the guaranty shall apply mutatis mutandis to the employment guaranty.