NOTES:

1. This translation is provided for guidance. The governing text is the Arabic text.
2. The translation of Saudi laws takes the following into consideration:

- Words used in the singular form include the plural and vice versa.
- Words used in the masculine form include the feminine.
- Words used in the present tense include the present as well as the future.
- The word “person” or “persons” and their related pronouns (he, his, him, they, their, them, and who) refer to a natural and legal person.
 
 




Article 1

1. The provisions of this Law shall apply to all matters addressed thereby in letter and spirit. ِIn cases where none of the provisions of this Law can be applied, the General Rules provided for in the Concluding Provisions shall apply, and in the absence of a relevant general rule, the provisions derived from Sharia that are most consistent with this Law shall apply.
2. The application of the provisions of this Law shall not prejudice any specific legal provision.


Article 2

All periods and deadlines provided for in this Law shall be calculated according to the Hijri calendar.



Article 3

1. The legal personality of a human being shall commence from the time he is born alive and shall end upon his death.
2. The rights of an unborn child shall be determined by legal provisions.

Article 4

Missing and absent persons and persons of unknown parentage shall be subject to the legal provisions related thereto.

Article 5

The names, surnames, families, relatives, and nationalities of persons shall be subject to the legal provisions related thereto.

Article 6

1. Lineal kinship is the relation between ascendants and descendants.
2. Collateral kinship is the relationship between persons of a common ancestry without being descendants of one another.

Article 7

1. In determining the degree of lineal kinship, each generation of descendants up to the ancestor shall be counted as a degree without counting such ancestor. As for collateral kinship, the degree of kinship shall be counted by the number of generations of descendants upwards from one descendant to the common ancestor and then downwards from the common ancestor to the other descendant. Each generation of descendants, excluding the common ancestor, shall be counted as a degree of kinship.
2. The relatives of a spouse shall be considered of the same type and degree of kinship in relation to the other spouse.

Article 8

A person’s domicile shall refer to his place of habitual residence. A person may have more than one domicile at the same time. In the absence of a habitual residence, the place where the person is currently located shall be deemed his domicile; if the person’s current place is unknown, the last known place where he was located shall be deemed his domicile.

Article 9

The place where a person practices a trade or profession shall be deemed his domicile with regard to the management of such trade or profession.

Article 10

The domicile of a fully or partially incompetent person, or a missing or absent person shall be the domicile of his legal representative. A partially incompetent person may have his own domicile with regard to dispositions he has the legal capacity to perform.

Article 11

1. A person may elect a domicile for a certain act; the elected domicile shall be the domicile of all matters relating to such act, unless it is explicitly restricted to certain acts to the exclusion of others.
2. An elected domicile may be established only in writing.

Article 12

1. A fully competent person is a person who has reached the age of majority, has full mental capacity, and has not been interdicted.
2. The age of majority shall be 18 years according to the Hijri calendar.

Article 13

1. An incompetent person is a person who is non-discerning due to young age or idiocy.
2. A person under the age of seven shall be deemed a non-discerning person.

Article 14

Partially incompetent persons are as follows:

a)  A minor who has reached the age of discernment but has not reached the age of majority.
b)  A lunatic: A person who is deficient in reason but has not reached the point of idiocy.
c)  A person interdicted for being a spendthrift or for being imprudent.

Article 15

Fully or partially incompetent persons shall be subject to the legal provisions governing guardianship or trusteeship, as the case may be.

Article 16

No person may waive his competency or modify its provisions.

Article 17

Legal persons are the following:

a) The State.
b)Public agencies and institutions and entities that are granted legal personality pursuant to legal provisions.
c) Endowments.
d)  Companies that are granted legal personality pursuant to legal provisions.
e)  Civil and cooperative associations and civil organizations that are granted legal personality pursuant to legal provisions.
f)  Any entity that is granted legal personality pursuant to legal provisions.

Article 18

1. A legal person shall, within the limits prescribed by law, enjoy all rights, except for the rights inherent to a natural person.
2. A legal person shall have the following:

a)  Independent financial capacity.
b)  Legal capacity within the limits specified in the document establishing it or as specified in legal provisions.
c)  The right to litigation.
d)  An independent domicile. Such domicile shall be the place where its main office is located; however, the place where a legal person’s branch is located may be deemed a domicile thereof with respect to the activity of such branch.
e)  A nationality, subject to legal provisions.
3. A legal person shall have a representative to express its will.


Any material or non-material thing may be deemed the subject of financial rights, except for things that cannot be possessed due to their nature or things which are prohibited from being the subject of financial rights pursuant to legal provisions.

Article 20

Property is anything that has a non-negligible material value in dealings, whether it is an asset, usufruct, or right.

Article 21

1. Fungibles are things the individual units of which are identical or similar enough to become interchangeable upon the performance of an obligation without any difference considered significant according to custom.
2. Non-fungibles are things the individual units of which differ significantly in characteristics or value and such difference is considered significant according to custom or whose equivalents are rarely circulated.

Article 22

1. A real property is a fixed thing that cannot be moved without damaging or altering its form; any other thing shall be deemed movable.
2. A movable property shall be deemed immovable by destination if the owner of such property places it in a real property owned thereby for the purpose of serving or utilizing the real property on a permanent basis, even if it is not permanently attached thereto.

Article 23

Consumables are things which, depending on the purpose for which they were prepared, are either consumed or expended. Things intended for sale in commercial stores shall be deemed consumables.

Article 24

Public property shall be subject to the legal provisions related thereto.

Article 25

Financial rights are either in personam or in rem.

Article 26

1. A right in rem is either original or ancillary.
2. Original rights in rem are the rights of ownership, usufruct, use, habitation, easement, and endowment as well as any other right deemed as such pursuant to legal provisions.
3. Ancillary rights in rem are the rights of pledge and priority rights as well as any other right deemed as such pursuant to legal provisions.

Article 27

Rights associated with non-material things shall be subject to the legal provisions related thereto.



Article 28

A person who lawfully exercises his right shall not be held liable for any harm arising therefrom.

Article 29

1. A person may not exercise his right in an abusive manner.
2. A person’s exercise of his right shall be deemed abusive in the following cases:
a) If the right is exercised only to harm others.
b) If the benefit of exercising the right is substantially disproportionate to the harm it causes to others.
c) If the right is exercised unlawfully or for other than the intended purpose.

The provisions of this Section shall apply to nominate and innominate contracts, without prejudice to the legal provisions governing specific contracts.

Article 31

A contract is concluded by the concurrence of an offer and acceptance to create a legal effect, subject to the legal provisions governing the conclusion of contracts.


Article 32

Consent is attained when the mutual intent of two or more parties who have the legal capacity to conclude contracts is expressed by any means indicating such intent.

1. Expression of Intent

Article 33

1.Offer and acceptance shall be expressed by any means indicating intent.
2. Intent may be expressed verbally, in writing, by a discernible sign, or by exchange, and it may be expressed explicitly or implicitly, unless otherwise required by legal provisions, agreement, or the nature of the dealing.

Article 34

The display of goods and services and the indication of their prices shall be deemed an offer, unless proven otherwise.
An advertisement indicating prices shall not be deemed an offer, unless evidence that it is intended as an offer exists.

Article 35

1. An offeror may withdraw his offer before an acceptance is made, unless such offer is for a specified period.
2. If the offer is not for a specified period and the offeror withdraws his offer, the offeror shall notify the offeree of the withdrawal; otherwise, he shall compensate the offeree for any harm he sustains. Such compensation shall not include any loss of expected gain from the contract from which he withdraws.

Article 36

1. An offer shall expire in the following cases:

a)  If the offeror withdraws the offer in accordance with the provisions of Article 35 of this Law.
b)  If the offeree rejects the offer explicitly or implicitly; any modification to the acceptance shall be deemed a rejection constituting a new offer.
c)  If the offeror or the offeree dies, or if either of them loses his capacity before the acceptance is made, even if the offer is for a specified period.
d)  If the acceptance does not meet the offer according to custom, or if the period specified by the offeror for acceptance lapses without an acceptance.

2. If the acceptance is made after the expiration of the offer, the contract shall not be deemed concluded, and said acceptance shall be deemed a new offer.

Article 37

1. The silence of an offeree shall not be deemed an acceptance, unless an agreement or presumptive evidence indicating acceptance exists.
2. Silence shall be deemed an acceptance if the contracting parties had a prior dealing and the offer relates to such dealing, or if the offer is for the sole benefit of the offeree.

Article 38

1. If the contracting parties are in the same place or are in two different places communicating through live communication means, the contract shall be deemed concluded at the time and place where the acceptance is made, unless agreed otherwise.
2. If the contracting parties are not in each other’s presence, the contract shall be deemed concluded at the time and place where the offeror becomes aware of the acceptance, unless agreed otherwise.

Article 39

Without prejudice to legal provisions, a contract shall not be concluded at auction except after the bid is awarded. A bid is canceled when a higher bid is made, even if the higher bid is subsequently void, or if the auction closes without a bid being awarded.

Article 40

Acceptance in adhesion contracts shall be deemed made upon the acknowledgment of the offeror’s non-negotiable conditions.

Article 41

1. If a contract is negotiated, such negotiation shall not result in an obligation to conclude the contract. However, a party that negotiates or terminates the negotiation in bad faith shall be held liable for any harm incurred by the other party; such liability shall not include compensation for any loss of expected gain from the contract subject of the negotiation.
2. The lack of seriousness in negotiation or the deliberate failure to make a material disclosure in the contract shall be deemed negotiation in bad faith.

Article 42

1. If the contracting parties agree on the material matters in the contract and agree to postpone agreement on the non-material matters, such agreement shall be sufficient to deem the acceptance as having met the offer. Disagreement over the non-material matters shall not affect the conclusion of the contract, unless the parties stipulate that conclusion of the contract is conditional upon agreement on such matters.
2. If the contracting parties fail to agree on the non-material matters, the court shall decide on such matters in accordance with legal provisions, the nature of the dealing, and custom.

Article 43

1. A promise by either or both parties to conclude a contract in the future shall not be binding, unless the parties agree on the material matters in said contract and the deadline for its conclusion, and the conditions of the contract are met at the time such promise is made, including any formalities required by legal provisions for such contract.
2. If the promisor fails to fulfill his promise and the promisee demands fulfillment thereof and the terms of the contract are met, a judgment by the court shall, if issued, stand in place of the contract.

Article 44

1. A deposit paid at the time of concluding a contract shall mean that only the payer of the deposit has the right to withdraw from the contract and that, upon his withdrawal, he may not recover the deposited amount, unless agreed otherwise.
2. If the contracting parties do not set a deadline for withdrawal from the contract, the court shall set a deadline according to custom and the circumstances of the contract.
3. If the payer of the deposit remains silent until the expiration of the deadline or if he fails to perform his obligations prior to such expiration, he shall be deemed to have withdrawn from the contract.

Article 45

A framework agreement is a contract under which the contracting parties determine the basic terms governing any contracts concluded between them in accordance with the provisions of such agreement; the framework agreement shall be deemed part of the contracts concluded by the contracting parties.

Article 46

If the contracting parties make in the contract an explicit or implicit reference to the provisions of a model document, to specific rules, or to any other document, the same shall be deemed part of the contract.


2. Legal Capacity of Contracting Parties

Article 47

A person shall have the legal capacity to make dispositions, unless deemed fully or partially incompetent by law.

Article 48

1. A minor, even if he is discerning, and an idiot or lunatic shall be deemed interdicted by law.
2. Imposition of interdiction on spendthrifts and imprudent persons and the removal thereof shall be pursuant to a court ruling. The court may announce its judgment if it finds an interest in doing so.

Article 49

Dispositions made by a non-discerning minor shall be deemed void.

Article 50

1. If the dispositions made by a discerning minor are completely to his advantage, such dispositions shall be valid; if they are completely to his disadvantage, they shall be void.
2. If the dispositions made by a discerning minor are neither completely to his advantage nor completely to his disadvantage, such dispositions shall be valid; however, his guardian, trustee, or the minor himself may, upon attaining the age of majority, request such dispositions be invalidated.

Article 51

1. If a minor attains the age of 15, his guardian or trustee may, without prejudice to the provisions of Articles 54 and 55 of this Law, give him part of his property and authorize him to make financial dispositions. Such authorization shall not be invalidated by the death or dismissal of the authorizing guardian or trustee. The court may authorize the minor to make such dispositions if his guardian or trustee refuses to grant such authorization.
2. A discerning minor who has been granted an authorization in accordance with the provisions of paragraph (1) of this Article shall have the same status as a person who has reached the age of majority with regard to the dispositions for which he was authorized.

Article 52

1. The dispositions of a lunatic shall be deemed to be the same as those of a discerning minor.
2. The dispositions of an idiot shall be deemed to be the same as those of a non-discerning minor.

Article 53

The dispositions of a spendthrift or an imprudent person who are under interdiction shall be deemed to be the same as those of a discerning minor; however, their dispositions before the interdiction shall be deemed valid, unless such dispositions resulted from exploitation or collusion.

Article 54

Matters relating to guardianship and trusteeship shall be subject to the legal provisions related thereto.

Article 55

The dispositions of guardians and trustees that are within the limits prescribed by legal provisions shall be deemed valid.

Article 56

If a partially incompetent person uses fraudulent methods to conceal his incompetence, he shall be liable for compensating the other contracting party for any harm sustained thereby as a result of the nullification of the contract.


3. Defects of Consent

Article 57

A contracting party may demand nullification of the contract if he has made a material mistake without which he would not have consented to the contract, especially if such mistake relates to the subject of the contract, the other contracting party or the capacity thereof, or the legal provision.

Article 58

A contracting party’s mistake shall not be taken into consideration, unless the other contracting party has made the same mistake, was aware of its occurrence, or could have easily discovered it.

Article 59

The validity of a contract shall not be affected by a mere written or mathematical error.

Article 60

A person who makes a mistake may not invoke such mistake in a manner contrary to good faith and he shall remain bound by the contract he intends to conclude if the other contracting party shows his willingness to perform such contract.

Article 61

1. Deception is the use of fraudulent means by a contracting party to induce the other party to conclude a contract that he would not have otherwise concluded.
2. Non-disclosure shall be deemed a deceptive act if it is done to intentionally conceal a matter that had it been known to the deceived party he would not have concluded the contract.

Article 62

A deceived person may demand the nullification of the contract if the deceptive act relates to a material matter that had he known thereof he would not have consented to the contract.

Article 63

If the deceptive act was committed by a non-contracting party, the deceived party may not demand nullification of the contract, unless it is established that the other contracting party knew or should have known of the deceptive act.

Article 64

Duress is the unlawful act of threatening a person using physical or moral means to coerce said person to act against his will.

Article 65

Duress is deemed to have occurred if the life, honor, or property of the party under duress is threatened with serious and imminent danger, or if the threat is made against others and the party under duress would not have concluded the contract in the absence of such duress.

Article 66

In assessing the extent of duress, the age of the person under duress as well as his social and health status and any other circumstance that may affect the gravity of duress shall be taken into consideration.

Article 67

1. A contracting party under duress may demand nullification of the contract if the act of duress is committed by the other contracting party.
2. If the act of duress is committed by a non-contracting party, the contracting party under duress may not demand nullification of the contract, unless it is established that the other contracting party knew or should have known of the duress.

Article 68

If a contracting party exploits the apparent vulnerability or urgent need of the other contracting party in order to conclude an unconscionable contract, the court may, upon a petition by the aggrieved contracting party and subject to the circumstances of the case, reduce his obligations, increase the obligations of the other contracting party, or nullify the contract. A claim relating to the unconscionability of a contract shall be filed within 180 days from the date of concluding said contract; otherwise, it shall not be heard.

Article 69

1. Unconscionability occurs when consideration increases or decreases contrary to the usual practice; it shall be determined according to custom.
2. A contracting party may not demand nullification of the contract on the basis of unconscionability, except in relation to the property of a fully or partially incompetent person or as prescribed by legal provisions. The other contracting party may avoid nullification of the contract if he takes measures the court deems sufficient to eliminate unconscionability.
3. A contract concluded by way of auction may not be challenged on the basis of unconscionability alone.


Article 70

The subject of an obligation may be the transfer of a right in rem or an action or omission.

Article 71

The subject of an obligation may be a thing in the future the type and quantity of which are specified. Except for cases permitted by law, the estate of a living person may not be the subject of a transaction prior to such person’s death, even if the transaction is initiated by him or with his consent.

Article 72

1. The subject of an obligation must satisfy the following conditions:
a) The subject in itself shall be feasible.
b) The subject shall not be in violation of public policy.
c) The object shall be a specific thing, a thing the type and quantity of which are specified, or a thing that may be specified.
2. The contract shall be null and void if its subject fails to satisfy the conditions stipulated in paragraph (1) of this Article.

Article 73

1. If the contracting parties fail to determine the quantity of the subject, and the contract includes what the court may use to determine such quantity, the court shall make its determination on such basis.
2. If the contracting parties fail to agree on the quality level of a thing and there is no custom or presumption to determine such level, the debtor shall deliver the thing with an average quality.

Article 74

1. The contract may include any condition acceptable to the contracting parties if it meets the terms provided for in Article 72(1) of this Law.
2. If the contract includes an invalid condition, the invalidity shall be limited to such condition. However, a contracting party may demand nullification of the entire contract if, in the absence of such condition, he would not have consented to the contract.

Article 75

Any contract concluded on unlawful grounds shall be deemed null and void if such grounds are explicitly stated in the contract or if they can be inferred from the contracting circumstances.

Article 76

Any contract the grounds for which are not stated shall be deemed to be based on legitimate grounds, unless proven otherwise.

Article 77

If a legal provision provides one of the contracting parties with the right to demand nullification of a contract, the other party may not invoke such right.

Article 78

The right to demand nullification of a contract may be forfeited by explicit or implicit ratification if such ratification is made by the holder of the right. If the contract is ratified, the ratification shall be deemed effective from the date on which the contract was concluded.

Article 79

1. A claim for the nullification of a contract shall not be heard upon the lapse of one year from the date of knowledge of the reason for nullification. If the reason for nullification is partial incompetence or duress, the claim shall not be heard upon the lapse of one year from the date the partially incompetent person becomes fully competent or the date the duress ceases to exist.
2. Except for cases of partial incompetence, a claim for nullification of a contract shall not be heard upon the lapse of 10 years from the date of concluding the contract.

Article 80

Any person with interest may notify the party having the right to nullify the contract to express his intent to either ratify or nullify the contract within a period not exceeding 90 days from the date of such notification. Such right shall be forfeited if the holder of the right fails to express his intent within said period without justification.



Article 81

1. In case of nullity of a contract, any person with interest may invoke such nullity. The court may, upon its own motion, nullify said contract. Nullity shall not be extinguished by ratification.
2. A claim of nullity shall not be heard upon the lapse of 10 years from the date of concluding the contract. Any person with interest may demand the nullity of the contract at any time.
Aerticle 82

In the case of contract nullification or nullity, the contracting parties shall be reinstated to their status prior to the conclusion of the contract. If reinstatement is not possible, compensation may be granted.

Article 83

If a contract is nullified or becomes null and void due to the partial or full incompetence of a contracting party, said party shall be liable to return only the significant benefit accrued thereto as a result of the implementation of the contract.

Article 84

If a part of the contract becomes null and void or may be nullified, nullity shall be limited to such part, unless it is established that the contracting party would not have consented to the contract without such part; in such case, he may demand nullification of the contract.

Article 85

If a null contract contains the elements of another contract, the other contract shall be deemed concluded if the contracting parties seem to have intended to enter into such contract.

Article 86

1. The invalidation of a contract shall not be invoked against the particular successor of a contracting party if said successor acquires in good faith an in-kind right by way of exchange.
2. A particular successor shall be deemed to have acted in good faith if, at the time of concluding the contract, he had no knowledge of the reason for nullification of the contract of his predecessor and he would not have been able to attain such knowledge even if he exercised the level of care a reasonable person would exercise under similar circumstances.


Article 87

1. A contract may be concluded by an agent, unless legal provisions stipulate otherwise.
2. Concluding contracts by an agent may be made pursuant to a judicial ruling or legal provision, or by agreement.

Article 88

An agent may not exceed the limits set out in the document establishing his agency, whether said document is a contract, judicial ruling, or legal provision.

Article 89

1. If a contract is concluded by an agent, the person of the agent shall be considered with regard to defects of consent and with regard to the effect that the knowledge of matters or lack thereof would have on the status of the contract.
2. If the agency is by agreement and the principal gives the agent specific instructions to conclude a contract, the principal may not invoke the ignorance of his agent regarding matters the knowledge or ignorance of which affects the contract if the principal knows or should have known such matters.

Article 90

If an agent, within the limits of his agency, concludes a contract in the principal’s name, the rights and obligations arising from such contract shall accrue to the principal.

Article 91

If an agent fails to disclose his capacity as an agent/such to the other contracting party at the time of concluding the contract, the effects of the contract shall not accrue to the principal, whether as a creditor or debtor, unless the existence of such agency should have been known by the other party, or if said party is indifferent to whether he concludes the contract with the principal or the agent.

Article 92

If the agent and the other contracting party are ignorant of the expiration of the agency at the time of concluding the contract, the rights and obligations arising from said contract shall accrue to the principal.

Article 93

An agent may not, pursuant to the agency, conclude a contract with himself, whether for his own account or for the account of a third party, unless he is authorized to do so; the principal may ratify such contract.


Article 94

1. A valid contract may not be terminated or amended except by agreement or pursuant to a legal provision.
2. The rights created under a contract shall become effective immediately upon conclusion thereof and shall not be contingent on payment or otherwise, unless a legal provision stipulates otherwise. The contracting parties must perform their obligations under the contract.

Article 95

1. A contract shall be implemented as per its provisions and in a manner consistent with good faith practices.
2. A contract shall be binding on a contracting party not only in terms of its provisions, but also in relation to other requirements as prescribed by legal provisions, custom, and the nature of the contract.

Article 96

If a contract is concluded by way of adhesion and it contains arbitrary conditions, the court may amend such conditions or exempt the adhering party therefrom, as required by equity. Any agreement to the contrary shall be deemed null and void.

Article 97

1. In case of extraordinary events which were unforeseeable at the time of contracting and which make the fulfillment of a contractual obligation excessively onerous on the part of the debtor in such a way that it may cause heavy losses, the debtor may, without undue delay, invite the other party to negotiate.
2. The request for negotiation shall not grant the debtor the right to not perform his contractual obligations.
3. If no agreement is reached within a reasonable period, the court may, after taking into consideration the relevant circumstances and the interests of both parties, reduce the onerous obligation to a reasonable level.
4. Any agreement contrary to the provisions of this Article shall be deemed null and void.

Article 98

1. The effects of a contract shall be binding on the contracting parties and the universal successor, without prejudice to the provisions relating to inheritance, unless the contract, nature of the dealing, or legal provisions indicate that such effects are not binding on the universal successor.
2. If a contract creates personal rights and obligations related to a thing that is later transferred to a particular successor, such rights and obligations shall be transferred to such successor along with such thing if they are inherently associated therewith and the particular successor is aware of such rights and obligations at the time of the transfer.

Article 99

A contract shall not impose obligations on a third party, but may create rights for such party.

Article 100

1. If a person undertakes to commit a third party to a particular obligation, such party shall not be bound thereby.
2. If the third party consents to be bound by the undertaking, the consent shall take effect only from the time it is made, unless it appears that the consent was explicitly or implicitly intended to take effect as of the time the undertaking was made.
3. If the third party refuses to be bound by the undertaking, the obligor shall compensate the obligee if compensation is justified. The obligor may avoid such compensation by performing his undertaking, if possible.

Article 101

1. A person may enter into a contract in his own name that stipulates obligations for the benefit of a third party if he has a personal interest, whether material or moral, in the performance of such obligations.
2. A stipulation that is in the interest of a third party shall grant said party a direct right to demand the obligor to fulfill the obligations, unless agreed otherwise. The obligor may invoke against the beneficiary any defense arising from the contract.
3. The stipulator may demand the obligor to perform the obligations for the benefit of the beneficiary.

Article 102

1. Unless agreed otherwise, the stipulator, but not his creditors or heirs, may revoke the stipulation, replace the beneficiary with another beneficiary, or transfer the benefit to himself, unless the beneficiary informs the obligor or the stipulator of his acceptance of the stipulation, or unless such act is detrimental to the obligor’s interest.
2. If the stipulation is revoked, the obligor shall not be released from liability towards the stipulator, unless the parties explicitly or implicitly agree to such discharge.

Article 103

If a stipulation is made for the benefit of a third party, such party may be a person to be specified in the future or a person not specifically specified at the time of concluding the contract, provided that it is possible to specify such person upon the performance of the stipulated obligation.


Article 104

1. If a statement in a contract is unambiguous, the meaning thereof may not be altered on grounds of interpretation to meet the intent of the contracting parties.
2. If a contract is subject to interpretation, the mutual intent of the contracting parties must be met rather than relying solely on the literal meaning of the text; the interpretation shall take into consideration custom, the circumstances of the contract, the nature of the dealing, the nature of previous dealings between the contracting parties, and the status of the contracting parties and the expected level of trust between them. All of the contract terms must be consistent and must not contradict each other.
3. In case of doubt in interpretation, the doubt shall be interpreted in favor of the party bearing the burden of the obligation or stipulation; in adhesion contracts, the doubt shall be interpreted in favor of the adhering party.

Article 105

The contracting parties may, by mutual agreement, terminate a contract wholly or partially, and such termination shall be subject to the terms of the contract.


Article 106

1. A contract may be concluded with an option to withdraw therefrom. The party holding such option may withdraw from the contract within the specified period, provided that he notifies the other party of such withdrawal. If the option to withdraw is invoked by the holder thereof, the contract shall be deemed terminated. If the option period is not specified, the court shall determine said period according to custom and the circumstances of the contract.
2. The option to withdraw from a contract shall be forfeited if the holder thereof, explicitly or implicitly, relinquishes such option, or upon the lapse of the option period. If the option is held by both contracting parties and the option of one of the parties is forfeited, the other party’s option shall remain in effect.



Article 107

If a contracting party in a bilateral contract fails to perform his obligation, the other contracting party may, after notifying the breaching party, demand implementation or termination of the contract, and may claim compensation in either case, if applicable. The court may dismiss the petition for termination if the unperformed part is insignificant compared to the obligation.

Article 108

A creditor may, by agreement, have the right to terminate a contract upon the debtor’s breach of his obligations without a judicial ruling. The creditor shall, despite the agreement, notify the debtor of his intention to terminate the contract, unless the contracting parties explicitly agree otherwise.

Article 109

Contracts of exchange shall be deemed concluded on the basis that the subject of the contract is free from any defect other than defects accepted by custom. If a defect not accepted by custom is detected in such subject, this shall be deemed a breach of obligation.



Article 110

1. If the performance of an obligation in a bilateral contract becomes impossible for a reason beyond the debtor’s control, said obligation and the corresponding obligation shall be extinguished, and the contract shall be automatically terminated.
2. If only part of the obligation is impossible to perform, the obligation shall be extinguished only for such part and its corresponding obligation. Such provision shall apply to temporary impossibilities in time-based contracts. The creditor may, in either case, demand termination of the contract. The court may dismiss the petition for termination if the part is insignificant compared to the obligation.



Article 111

1. In cases of contract termination, the contracting parties shall be reinstated to their status prior to the conclusion of the contract. If reinstatement is not possible, the court may order payment of compensation.
2. Termination of a time-based contract shall not have a retroactive effect. The court may order payment of compensation, if applicable.

Article 112

Termination of a contract may not be invoked against the particular successor of a contracting party if the successor acquires in good faith a right in rem.

Article 113

Without prejudice to legal provisions, clauses relating to dispute settlement and non-disclosure shall remain valid even after the termination of the contract, unless agreed otherwise.


Article 114

If, in bilateral contracts, the corresponding obligations are due, a contracting party may refuse to perform his obligations if the other contracting party fails to perform his corresponding obligation.


Article 115

A person may unilaterally commit to an obligation in cases provided for in legal provisions.

Article 116

Unilateral acts shall be subject to the provisions governing the contract; except for provisions which require mutual intent for the creation of an obligation, unless stipulated otherwise by legal provisions.

Article 117

1. Any person who promises the public a specific reward for performing a particular act shall be obligated to grant the reward to the person who performs the act in accordance with the announced conditions, even if said person acted without knowing about the reward or being motivated thereby.
2. If the promisor does not specify a deadline for performing the act, he may withdraw his promise by announcing such withdrawal in the same manner he announced the promise or by making a public announcement. However, the right to receive the reward shall not be prejudiced by the withdrawal for any person who performs the required act prior to the announcement of the withdrawal. The right to file a claim for the reward shall be forfeited upon the lapse of 90 days from the date of the withdrawal announcement.



Article 118

Subject to specific legal provisions governing liability, the provisions of this Section shall apply to liability arising from a harmful act committed by a natural or legal person.

Article 119

Civil liability shall not prejudice criminal liability, and the penalty shall have no impact on determining the scope of civil liability nor the estimation of compensation.



Article 120

Any fault causing harm to a third party shall entail liability for compensation.

Article 121

If a harmful act is attributed to its perpetrator, the harm shall be deemed to have resulted from such act, unless proven otherwise.

Article 122

1. A discerning person shall be liable for any harmful act he commits.
2. If harm is caused by a non-discerning person and no other person can be held liable for such harm or compensation from the person liable for such harm cannot be obtained, the non-discerning person shall be liable for compensation the value of which shall be determined by the court.

Article 123

A person who causes harm while legitimately defending life, honor, or property shall not be liable for such harm, provided that such defense does not exceed the extent necessary to prevent the assault; otherwise, said person shall be liable for compensation the extent of which shall be determined by the court.

Article 124

A person who causes harm to a third party in order to avoid a greater imminent harm to himself or to others shall be liable for compensation the value of which shall be determined by the court.

Article 125

A person shall not be liable for harm the cause of which is established to have been for a reason beyond said person’s control, such as force majeure or a fault committed by a third party or the aggrieved party, unless agreed otherwise.

Article 126

A public servant shall not be held liable for any action he carries out that causes harm to a third party if such action is carried out in compliance with a legal provision or an order issued by his superior, provided that such compliance is mandatory or that the public servant believes it to be mandatory based on acceptable justifications, and he proves that he had reasonable grounds to believe that said action was lawful and that it was carried out with reasonable care and caution.

Article 127

If multiple persons are liable for a harmful act, they shall be jointly and severally liable for compensation. The court shall determine the share of compensation to be incurred by each person in accordance with the rules provided for in this Section. If such determination is infeasible, liability shall be equally distributed among them.

Article 128

If an aggrieved party, by his own fault, contributes to or aggravates the harm, his right to compensation shall be wholly or partially forfeited, in proportion to his contribution to the harm.



Article 129

1. A person who is required by law, agreement, or judicial ruling to supervise a minor or a person with a mental or physical impairment shall be liable for any harm caused by the person under his supervision, unless the supervisor establishes that he exercised reasonable care or that such harm cannot be avoided even if reasonable care is exercised.
2. A superior shall be liable to an aggrieved party for any harm the fault of which is attributed to his subordinate during the course of his work or as a result of such work, provided that the superior has actual authority to supervise and direct the subordinate, even if he did not choose to be his superior.
3. The person who pays compensation on behalf of the person causing the harm in the cases provided for in paragraphs (1) and (2) of this Article shall have the right of recourse against the person who caused the harm to the extent of said person’s liability for the compensation.


Article 130

The custodian of an animal shall be liable for any harm caused by such animal, unless it is established that such harm was due to a reason beyond his control.

Article 131

The custodian of a building shall be liable for compensating any harm caused by the complete or partial collapse of said building, unless it is established that such harm is not due to negligence in maintenance, the old age of the building, or a defect therein.

Article 132

If a thing, due to its nature or pursuant to a legal provision, requires special care to prevent any harm that it may cause, the custodian of said thing shall be liable for any harm caused thereby, unless it is established that the harm was due to a reason beyond his control.


Article 133

A person who is at risk of harm from a particular thing may demand the custodian of said thing to take the measures necessary to prevent such risk. If the custodian fails to take such measures in a timely manner, the person at risk may obtain permission from the court to implement such measures at the expense of the owner of the thing. In case of urgency, the person at risk may take the necessary measures without obtaining the court's permission.

Article 134

A person shall be deemed to be the custodian of a thing if he has actual authority over it, whether directly or through a third party, even if said person is non-discerning. The owner of a thing shall be presumed to be its custodian, unless it is established that custodianship has been transferred to another person.

Article 135

The right to use public utilities may be exercised provided that no harm is caused to a third party. If a person exercising such right causes harm to a third party and such harm is preventable, such person shall be deemed liable.


Article 136

Compensation shall fully cover the harm; it shall restore the aggrieved party to his original position or the position he would have been in had the harm not occurred.

Article 137

The harm for which a person is liable for compensation shall be determined according to the aggrieved party's loss, whether the loss is incurred or in the form of lost profits, if such loss is a natural result of the harmful act. Such loss shall be deemed a natural result of the harmful act if the aggrieved party is unable to avoid such harm by exercising the level of care a reasonable person would exercise under similar circumstances.

Article 138

1. Compensation for a harmful act shall include compensation for moral harm.
2. Moral harm shall include physical or psychological harm sustained by a natural person as a result of an infringement on his body, freedom, honor, reputation,  or social standing.
3. The right to compensation for moral harm may not be transferred to a third party, unless its value is determined pursuant to a legal provision, agreement, or judicial ruling.
4. The court shall assess the moral harm sustained by an aggrieved party, taking into consideration the type and nature of such harm and the person of the aggrieved party.

Article 139

1. Compensation shall be estimated in cash. However, the court may, based on the circumstances and upon the petition of the aggrieved party, order that compensation be paid in the form of a similar property or that the situation be restored to its original condition, or it may issue an order related to the harmful act.
2. The court may rule that compensation be paid in installments or in the form of regular payments. In both cases, the court may issue a ruling obligating the debtor to provide sufficient security.

Article 140

If a harmful act results in severe and irreparable damage that renders the thing unusable for its intended purpose, the aggrieved party may retain said thing or leave it to the person who caused the harm; in both cases, the aggrieved party shall be entitled to compensation.

Article 141

If the court is unable to make a final estimate of the compensation, it may make an initial estimate and grant the aggrieved party the right to demand reconsideration of said estimate within a period specified by the court.

Article 142

If the harm results in death or bodily harm, the amount of compensation shall be determined pursuant to the provisions of liability as determined by Sharia in crimes resulting in death or bodily harm.

Article 143

1. A claim for compensation arising from a harmful act may not be heard after the lapse of three years from the date the aggrieved party becomes aware of the harm and the identity of the person liable for such harm. In all cases, such a claim may not be heard after the lapse of 10 years from the date of the occurrence of the harm.
2. If the claim for compensation arises from a crime, such claim may be heard as long as the criminal case can be heard.

Any person, even if non-discerning, who is enriched without a legitimate cause at the expense of another person shall, to the extent of his enrichment, be liable to compensate the other person for the loss he sustains. Such liability shall subsist even if the enrichment ceases afterwards.
Article 145

1. Any person who receives an undue amount as repayment shall return such amount.
2. A person who paid an undue amount shall not be entitled to recover such amount if he was aware that it was undue, unless said person was partially incompetent or made such payment under duress.

Article 146

Undue payments may be recovered if made in the performance of an obligation the purpose of which was not realized or ceased to exist, or in the performance of an obligation that is not yet due and the payer was not aware of the due date.

Article 147

An undue payment may not be recovered if the repayment was made by a person other than the debtor and, as a result, the creditor, acting in good faith, is no longer in possession of the debt instrument or the security for such debt or fails to initiate a claim against the original debtor until the lapse of the statute of limitation. In such case, the third party who made the repayment shall have the right of recourse against the original debtor in accordance with this Law.

Article 148

If the person who received the undue payment acted in good faith, he shall be obligated to return only the amount he received. If, however, such person acted in bad faith, he shall be obligated to return the amount he received along with any fruits thereof that he collected or negligently failed to collect as of the date on which he acted in bad faith.

Article 149

If the person who receives the undue payment lacks the legal capacity to conclude contracts, he shall be liable only to the extent of his enrichment.

Article 150

Officious intermeddling is when a person intentionally performs an urgent act for the account of another person without being obligated to do so.

Article 151

Officious intermeddling shall be deemed to have occurred even if the intermeddler, while performing an act for himself, performs an act for another person due to the inseparability of both acts.

Article 152

The provisions of agency shall apply if the beneficiary approves the acts performed by the officious intermeddler.

Article 153

An officious intermeddler shall proceed with the work he has initiated until the beneficiary is able to perform it on his own, and shall, as soon as possible, inform the beneficiary of his intermeddling.

Article 154

An officious intermeddler shall exercise reasonable care and shall be liable for any harm arising from his own fault. The court may reduce the amount of compensation if justified.

Article 155

If an officious intermeddler assigns all or part of the work to a third party, he shall be liable for the assignee’s actions, without prejudice to the beneficiary’s right of recourse against the assignee.

Article 156

An officious intermeddler shall return to the beneficiary anything he received as a result of the intermeddling and shall provide him with an account of his action.

Article 157

1. An officious intermeddler shall be deemed an agent of the beneficiary if he exercises reasonable care in the performance of the work, even if the desired result is not achieved. In such case, the beneficiary shall carry out the undertakings which the intermeddler entered into on his behalf and shall compensate the intermeddler for his undertakings, reimburse him for any expenses he incurs that are deemed necessary and useful and are required by the circumstances of the work, and compensate him against any harm he sustains in the performance of such work.
2. An officious intermeddler shall not been titled to payment for his work, unless it falls within his profession.

Article 158

1. If an officious intermeddler dies, his heirs, if competent, or their agent, if they are aware of the officious intermeddling, shall inform the beneficiary of the death of their testator and shall take all measures necessary to achieve the beneficiary’s interest under the given circumstances.
2. If a beneficiary dies, the officious intermeddler shall remain committed to his heirs to the same extent as he was to their testator.



Article 160

Obligations arising directly and solely from this Law shall be subject to the legal provisions giving rise to such obligations.


Article 161

A debtor shall perform his obligation when it becomes due; if he fails to do so, such obligation shall be enforced against him provided the legal requirements for enforcement are satisfied.

Article 162

If an obligation does not meet the legal requirements for enforcement, the debtor shall remain liable therefor on a religious basis. If the debtor performs said obligation voluntarily, such performance shall be deemed valid and shall not be considered a donation or an undue payment.

Article 163

A religious-based obligation shall be deemed a valid ground on which the debtor can create a legal obligation.


Article 164

1. A debtor shall, after being notified, be obligated to perform his obligation in- kind if possible.
2. If a performance in-kind is onerous to the debtor, the court may, upon his request, limit the creditor's right to compensation if this does not entail severe harm to the creditor.

Article 165

1. If an obligation does not relate to a specific thing but to its type, said obligation shall not pertain to a specific thing of the same type, unless it is apportioned.
2. If a debtor fails to perform his obligation, the creditor may obtain a thing of the same type at the debtor’s expense with the court’s permission or, in urgent circumstances, without its permission, without prejudice to the creditor’s right to compensation.

Article 166

1. An obligation to transfer a right in rem shall include the obligation to deliver the thing and to safekeep it until it is delivered. The debtor shall be liable if such thing is destroyed or damaged before it is delivered.
2. If the subject of an obligation is an action and such action requires the delivery of a thing, the debtor shall be liable if he, after being notified, fails to deliver such thing until it is destroyed or damaged, unless it is established that the destruction or damage would have occurred even if the thing was delivered to the creditor.

Article 167

If the obligation is the performance of an action, the following provisions shall apply:

a)  If the agreement or the nature of the action requires that the debtor perform the obligation himself, the creditor may refuse performance of the action by any other person.
b)  If the debtor fails to perform his obligation, the creditor may petition the court for permission to perform the obligation at the debtor’s expense if such performance is possible. The creditor may, in urgent circumstances, perform such obligation at the debtor’s expense without the court’s permission.
c)  A court ruling shall stand in place of the performance of the obligation if the nature of the obligation so requires.

Article 168

If a debtor is required to safekeep or manage a thing, or to exercise due care in performing his obligation, he shall be deemed to have performed his obligation if he exercised reasonable care, even if the intended purpose was not achieved, unless a legal provision stipulates otherwise. However, if a specific result is required, the obligation shall be deemed to have been performed only if said result is achieved.

Article 169

If a debtor breaches his obligation to refrain from a certain action, the creditor may request remedy of such breach, together with compensation, if applicable. The creditor may petition the court for permission to remedy such breach at the debtor’s expense.


2. A creditor may, if performance in-kind is delayed by the debtor, specify a reasonable deadline for performance. The creditor may request compensation for non-performance if the debtor fails to perform the obligation prior to such deadline.
3. A judgment for compensation, as provided for in paragraphs (1) and (2) of this Article, shall not be issued if the debtor establishes that non-performance is due to a reason beyond his control.

Article 171

If the debtor delays the performance of his obligation, he shall compensate the creditor for any harm he incurs due to such delay, unless it is established that the delay was due to a reason beyond his control.

Article 172

If the creditor, due to his own fault, contributes to or aggravates the harm arising from the failure or delay in performing the obligation, Article 128 of this Law shall apply.

Article 173

1. An agreement may be made to exempt a debtor from paying compensation for harm arising from his failure or delay in performing his contractual obligation, unless it is caused by an act of fraud or gross negligence by the debtor.
2. No agreement may be made to exempt a party from liability for a harmful act.

Article 174

The parties may agree that the effects of force majeure be borne by the debtor.

Article 175

Compensation shall be due only after the debtor is notified, unless an agreement or a legal provision stipulates otherwise.

Article 176

Notification of the debtor is not required in the following cases:

a)  If the parties, explicitly or implicitly, agree that the maturity date of the debt is deemed a notification of the debtor.
b)  If performance of the obligation becomes impossible or fruitless due to an act by the debtor.
c) If the subject of the obligation is payment of compensation arising from a harmful act.
d)  If the subject of the obligation is to return a thing the debtor received unlawfully and he was aware of such unlawfulness.
e)  If the debtor states in writing that he will not perform his obligation.

Article 177

Notification shall be made by any means agreed upon by the contracting parties or as prescribed by law, including the filing of a claim or any other judicial proceeding.

Article 178

The contracting parties may specify in advance the amount of compensation whether in the contract or in a subsequent agreement, unless the subject of the obligation is a cash amount. The right to compensation shall not require notification.

Article 179

1. A compensation that is contractually agreed upon by the parties shall not be payable if the debtor proves that the creditor has sustained no harm.
2. The court may, upon a petition by the debtor, reduce the compensation if the debtor establishes that the agreed-upon compensation was excessive or that the original obligation was partially performed.
3. The court may, upon a petition by the creditor, increase the amount of compensation to the extent necessary to cover the harm if the creditor establishes that an act of fraud or gross negligence by the debtor is what caused the harm to exceed the agreed-upon compensation.
4. Any agreement in violation of the provisions of this Article shall be null and void.

Article 180

If the amount of compensation is not specified in a contract or a legal provision, it shall be determined by the court in accordance with the provisions of Articles 136, 137, 138, and 139 of this Law. However, if the obligation arises from the contract, the debtor who has not committed any act of fraud or gross negligence shall be liable only for compensating harm that could have been anticipated at the time of contracting.


Article 181

1. All of the debtor’s property shall serve as security for the payment of his debts. Creditors shall be pari passu in such security; no creditor shall have priority except pursuant to a legal provision.
2. Creditors may agree to determine priority in the collection of debts in a manner not inconsistent with legal provisions.


Article 182

1. A creditor may, even if his debt is not due, use the debtor’s rights, except for rights that are specifically associated with his person or which are not subject to attachment, provided that the debtor has not exercised such rights and that his failure to do so would cause his debts to exceed the value of his property.
2. A creditor shall not be required to notify the debtor of the use of his rights. However, if a claim is filed in the name of the debtor, the creditor shall be joined in said claim.
3. A creditor shall be deemed an agent of the debtor in the use of his rights. Any benefit arising from the use of such rights shall accrue to the debtor's property and shall serve as security for all his creditors.


Article 183

1. If a debtor’s disposition causes his debts to exceed the value of his property, any creditor whose debt is due and who is adversely harmed by such disposition may demand the invalidation of the disposition if it is a donation or if it is an exchange and the debtor and his successor in the exchange are aware that the debts exceed the value of the debtor’s property.
2. Paragraph (1) of this Article shall apply to the successor’s disposition if it is a donation or if it is an exchange and the other party in the exchange is aware that the debts exceed the value of the debtor’s property.

Article 184

Any person who receives a right from a debtor whose debts exceed the value of his property may be released from a claim for invalidation of the debtor’s disposition if such person makes a deposit equivalent to the value of the received right with an entity to be designated by the Minister of Justice.

Article 185

1. If the disposition of a debtor whose debts exceed the value of his property is carried out only to unlawfully give priority to one creditor over another, such disposition shall only result in denying the creditor such priority.
2. If a debtor whose debts exceed the value of his property pays the debt of any of his creditors prior to the maturity date of the debt, the other creditors may demand the invalidation of the payment of such debt. However, if the payment is made after the debt’s maturity date, the other creditors may not demand the invalidation of the payment of such debt, unless such payment is done in collusion with said creditor.

Article 186

If a creditor alleges that the debtor’s debts exceed the value of his property, such creditor shall only be required to prove the amount of debts payable by the debtor; the debtor may refute such allegation by proving that he has property the value of which equals or exceeds such debts.

Article 187

If a ruling is issued to invalidate a disposition made by a debtor whose debts exceed the value of his property, all creditors who are prejudiced by such disposition shall benefit from such ruling.

Article 188

A claim for the invalidation of a debtor's disposition shall not be heard upon the lapse of one year from the date on which the creditor becomes aware of the reason for invalidation. In all cases, no claim shall be heard upon the lapse of 10 years from the date of the disposition.

Article 189

1. If a simulated contract is concluded, the bona fide creditors of the contracting parties and their particular successors may invoke such contract; they may also invoke the real contract and establish that the contract that prejudiced them was simulated.
2. If the interests of the concerned parties are in conflict, and some invoke the simulated contract while others invoke the real contract, priority shall be given to the parties invoking the simulated contract.

Article 190

If the contracting parties conceal a real contract with a simulated contract, the real contract shall be the contract enforceable between the contracting parties and their universal successors.


Article 191

A debtor who undertakes an obligation may refuse to perform such obligation if the creditor fails to perform an obligation which arose as a result of the debtor’s obligation and is associated therewith and the creditor does not provide adequate security for the performance of such obligation.

Article 192

Any person who makes necessary or useful expenditures for another person's property which is lawfully in his possession may retain such property until he recovers all amounts due to him.

Article 193

1. Any person who retains a thing shall safekeep it and shall provide an account of its proceeds.
2. If there are concerns that the retained thing may be destroyed or damaged, or if it has been retained for a period deemed long according to custom, the person retaining such thing may sell it after obtaining the court’s permission, or without its permission in case of urgency; in such case, the right of retention shall be transferred to its price.

Article 194

The right to retain a thing shall not give the person retaining it the priority to collect his debt therefrom over other creditors.

Article 195

1. The right of retention shall cease if the thing retained is destroyed, the person retaining the thing receives his right from the debtor, or the thing ceases to be in the possession of the person retaining it.
2. The person retaining a thing may, if such thing ceases to be in his possession without his knowledge or despite his objection, petition the court to restitute said thing within 30 days from the date on which he becomes aware of the same and prior to the lapse of one year therefrom.



Article 196

Insolvency of a debtor shall be subject to the legal provisions related thereto.



Article 197

An obligation shall be conditional if its existence or extinction is dependent upon the occurrence of a probable future event.

Article 198

If an obligation is dependent upon a de facto event, it shall be deemed valid. However, if the obligation is conditional upon an impossible event, the condition shall be deemed invalid and the obligation, as a result, shall become invalid.

Article 199

An obligation shall not arise if it is dependent upon a condition the purpose of which is to induce an unlawful act.

Article 200

An obligation shall cease to exist if it is dependent upon a suspensive condition that makes its existence reliant on the sole discretion of the obligor.

Article 201

An obligation that is dependent on a suspensive condition may not be enforced unless such condition is fulfilled, and such obligation may not be enforceable prior to the fulfillment of the condition. The creditor may take any measure necessary to safeguard his rights.

Article 202

If a resolutory condition is satisfied, the obligation shall be extinguished and the creditor shall return anything he received. If returning the same is impossible for a reason attributable to the creditor, the creditor shall be liable for compensation. Any act of management performed by the creditor shall remain in effect even after the condition is satisfied.

Article 203

If a condition is satisfied, its effect shall apply as of the time the obligation was created, unless the intention of the contracting parties or the nature of the contract indicates that the existence or extinction of the obligation relates only to the time the condition was satisfied, and unless performance of the obligation before the condition is satisfied was not possible for a reason beyond the debtor’s control.

Article 204

1. An obligation shall be subject to a term if its enforcement or extinction is dependent upon a future and certain event.
2. An obligation that is subject to a term shall only be enforceable on its maturity date. The creditor may, prior to such date, take any measure necessary to safeguard his right, including demanding a security if he has reasonable grounds to believe the debtor may become insolvent.
3. An obligation shall be extinguished upon the expiration of the resolutory term without any retroactive effect.

Article 205

A debtor’s right to the term shall be forfeited if an insolvency judgment is rendered against him, if he fails to provide the agreed-upon security, or if the security provided becomes insufficient due to his actions or through no fault of his own, unless he takes action to supplement such security.

Article 206

1. A debt may be paid prior to its maturity date by the party in whose interest the term was set, unless such payment causes harm to the other party.
2. If it is unclear whether the term is in the interest of the debtor or the creditor, it shall be deemed to be in the interest of the debtor.
3. If a debtor pays his debt prior to its maturity date and a third-party right arises on the paid debt, the debt shall return to be a deferred debt.

Article 207

A deferred debt shall not become due upon the creditor’s death; it shall become due upon the debtor’s death, unless the debt is secured by an in-kind security, the heirs provide a sufficient in-kind or personal security, or the creditor agrees to keep his debt deferred.

Article 208

If a debtor’s right to the term is forfeited in accordance with legal provisions, and if it is found, upon concluding the contract, that the term has an effect on increasing the debt, the court shall reduce such increase, taking into consideration the forfeited part of the term, the cause of the forfeiture, and the nature of the dealing.

Article 209

If the agreement stipulates that the payment of the debt be made only when the debtor is solvent, the court shall set the term for payment, taking into consideration the debtor’s current and future resources and the care a reasonable person would exercise for the fulfillment of his obligations. The term shall not be enforced if the debtor’s solvency is established.


Article 210

1. An obligation shall be deemed an alternative obligation if its subject includes multiple things the performance of any of which releases the debtor. The debtor shall have the right to choose the thing to perform, unless an agreement or a legal provision stipulates otherwise.
2. If the party who has the right to choose, whether a creditor or a debtor, fails to choose, or if the right to choose is held by multiple persons, whether creditors or debtors, and they fail to agree on a choice, the court shall set a deadline for choosing the subject of the obligation. If such deadline lapses, the right to choose shall devolve to the other party.

Article 211

1. An obligation shall be deemed a facultative obligation if its subject includes only one thing and the debtor has the right to substitute such thing with another.
2. The original thing, not the substitute, shall be the only subject of the obligation, and shall determine its nature.



Article 212

Solidarity among creditors shall be established only by agreement or pursuant to a legal provision.

Article 213

1. Solidary creditors may jointly or severally demand the debtor to pay the debt in full.
2. A debtor may object to the demand of one of his solidary creditors by raising objections that relate to said creditor as well as objections common to all creditors; however, he may not raise against said creditor objections that relate to another creditor.

Article 214

Any part of the debt received by a solidary creditor shall belong to all the creditors and shall be divided among them in proportion to their respective shares in the debt, unless otherwise stipulated in a legal provision or an agreement.

Article 215

A debtor may pay the debt to any of the solidary creditors, unless one of the creditors, or more, notifies the debtor not to pay his share of the debt to a specific creditor and this does not harm the debtor.

Article 216

If a debtor is discharged from liability towards one of the solidary creditors for a reason other than payment of the debt, he shall not be discharged from liability towards the other creditors except in proportion to the share of such creditor.

Article 217

If a solidary creditor carries out an act that is harmful to the other creditors, such act shall not take effect against such creditors.

Article 218

Solidarity among creditors shall not preclude the division of the debt among the heirs of any of them. Solidarity in the debt shall devolve to each heir in proportion to his share in the estate; if, however, the debt is indivisible, solidarity in the whole debt shall devolve to each heir.



Article 219

A debt shall be deemed solidary among several creditors if it arises from the same cause. A debt shall also be deemed solidary if it devolves by inheritance to more than one heir.

Article 220

Each partner in a solidary debt shall have the right to claim his share therein and the other partners may share the collected debt in proportion to their respective shares and pursue the debtor for the remainder of the debt, unless one of the partners explicitly or implicitly relinquishes his claim in the collected debt to the collecting partner and pursues the debtor for his share; in such case, said partner shall not have the right of recourse against the collecting partner.

Article 221

If a partner collects his share in a solidary debt and then disposes of it, the other partners shall have the right of recourse against said partner for their share in the collected debt. If said share is destroyed while in the possession of the collecting partner through no fault of his own, he shall not be required to compensate the partners for their shares therein; in such case, he shall be deemed to have received his full share of the debt, and the remainder of the debt shall be due to the other partners.



Article 222

Solidary liability among debtors shall be established only by agreement or pursuant to a legal provision.

Article 223

Solidary liability among debtors shall be established even if the debts of some of them are deferred, dependent upon a condition, or associated with any modality affecting the debt, and the debts of others are due or devoid of any modality.

Article 224

If a solidary debtor pays the debt, such debtor and the other debtors shall be discharged from liability.

Article 225

1. A creditor may demand payment of his debt from all or some of the solidary debtors, taking into consideration the modalities affecting the debt with regard to each debtor.
2. Demanding payment from a solidary debtor shall not preclude demanding payment from the other debtors.
3. A solidary debtor may object to any demand for payment by raising only objections that relate to him or objections that are common to the debtors.

Article 226

A solidary debtor may not invoke any set-off between the creditor and another solidary debtor except to the extent of the other debtor’s share.

Article 227

If the share of a solidary debtor is extinguished by confusion, the debt shall not be extinguished with respect to the other debtors except to the extent of said debtor’s share.

Article 228

1. If the creditor releases a solidary debtor only from his share of the debt, said debtor, along with the other debtors, shall be released from the debt to the extent of his share, but he shall not be released from solidary liability.
2. If the creditor releases a solidary debtor from solidary liability, said debtor shall remain liable only for his share of the debt and the creditor may not demand the debtor to pay the share of the other debtors. The other debtors shall have the right of recourse against the released debtor for the payments made on his behalf due to their solidary liability.
3. If the creditor fully releases a solidary debtor from the debt, such release shall include both the debt and the solidary liability, unless the circumstances or the nature of the dealing indicates that the release is limited to either the debt or the solidary liability.

Article 229

If a creditor releases a solidary debtor, whether from the debt or from solidary liability, the other debtors shall, in case there is an insolvent debtor among them, have the right of recourse against such debtor to the extent of his share in the debt of the insolvent debtor. However, if the creditor releases such debtor from all liability related to the debt, the creditor shall bear the debtor’s share in the debt of the insolvent debtor.

Article 230

1. A claim against a solidary debtor that is barred due to the lapse of the statute of limitations shall only benefit the other debtors to the extent of such debtor’s share.
2. A creditor may not invoke the interruption or suspension of the statutory period pertaining to a solidary debtor against the other debtors.

Article 231

1. A solidary debtor shall, in the performance of an obligation, be liable only to the extent of his actions.
2. If the creditor notifies a solidary debtor or files a judicial claim against him, this shall have no effect on the other solidary debtors. If, however, a solidary debtor notifies the creditor, the effect thereof shall extend to the remaining debtors.

Article 232

Any settlement concluded by a solidary debtor with the creditor shall be enforceable against the other debtors, unless the settlement establishes a new obligation against them or increases their existing obligation; in such case, the settlement shall not be enforced against any debtor without his ratification.

Article 233

A solidary debtor’s acknowledgment of his share in the debt shall not be binding on the other solidary debtors. If the debtor refuses to take an oath tendered by the creditor, or if he tenders the oath to the creditor and the latter takes the oath, the oath refused by the debtor or taken by the creditor shall not affect the other solidary debtors. However, if the debtor takes an oath tendered by the creditor, the effect thereof shall extend to the other debtors.

Article 234

1. If a solidary debtor pays more than his share in the debt, his right of recourse against any of the remaining debtors for the excess payment shall be limited to the share of such debtor, even if the payer assumes the position of the creditor by way of subrogation.
2. The shares of solidary debtors shall be equal with respect to their claims of recourse against one another, unless an agreement or a legal provision stipulates otherwise. If only one debtor benefits from the debt, said debtor shall bear the debt in full against the other debtors.
3. If a solidary debtor is found to be insolvent, the debtor who pays the debt shall, along with the solvent debtors, bear the effects of such insolvency, each to the extent of his share.



Article 235

An obligation shall be indivisible if the subject thereof cannot be divided due to its nature, or if the purpose intended by the contracting parties is to perform the obligation indivisibly.

Article 236

In case of an indivisible obligation with multiple debtors, each debtor shall be liable for the full payment of the debt. The debtor who pays the debt shall have the right of recourse against the other debtors, each to the extent of his share.

Article 237

In case of an indivisible obligation with multiple creditors or multiple heirs of a creditor, each creditor or heir may demand the full performance of the obligation. If a creditor or heir objects to such demand, the debtor shall be liable for the performance of the obligation to all the creditors or heirs collectively or to deposit the thing subject of the obligation with an entity to be designated by the Minister of Justice. The other creditors or heirs shall have the right of recourse against the creditor for whom the obligation was performed, each to the extent of his share.



Article 238

A creditor may assign his right to another person, unless otherwise stipulated by a legal provision, an agreement, or the nature of the obligation. The debtor’s consent shall not be required for the assignment to take effect.

Article 239

An assignment of right shall not be valid except in regard to the part that can be subject to an attachment.

Article 240

An assignment of right shall be effective against a debtor or a third party only if the debtor accepts such assignment or is notified thereof by any means prescribed by law. The effectiveness of such assignment against a third party requires the debtor's written and dated acceptance.

Article 241

The right shall be transferred to the assignee along with its modalities, attached rights, and securities.

Article 242

1. If an assignment is for consideration, the assignor warrants only the existence of the assigned right at the time of making the assignment, unless agreed otherwise.
2. If an assignment is without consideration, the assignor does not warrant the existence of the right.

Article 243

An assignor does not warrant a debtor’s solvency, unless there is a specific agreement thereon. If the assignor warrants the solvency of the debtor, such warrant shall only cover solvency at the time of making the assignment, unless agreed otherwise.

Article 244

If an assignee with a warrant exercises the right of recourse against an assignor pursuant to Articles 242 and 243 of this Law, the assignor shall not be required to pay more than the amount received from the assignee in addition to any expenses incurred, even if agreed otherwise.

Article 245

A debtor may invoke against an assignee the defenses that he could have invoked against the assignor at the time the assignment became effective against him; he may also invoke any defenses arising from the assignment contract.

Article 246

In case of multiple assignments of a single right, precedence shall be given to the earlier assignment to take effect against a third party.

Article 247

If an attachment against a debtor is made before an assignment becomes effective against a third party, the assignment shall, with respect to the attachment creditor, be deemed a second attachment; in such case, the right shall be divided between the assignee and the attachment creditor in the same manner distribution is made among creditors.
Article 248

Assignment of debt is a contract that requires the transfer of an obligation from an assignor to an assignee.

Article 249

1. An assignment of debt shall take effect if there is an agreement between an assignor and an assignee, and shall not be enforceable against a creditor, unless he accepts the assignment.
2. If the creditor does not accept the assignment, the assignee shall be liable towards the assignor for the performance of the obligation to the creditor, unless agreed otherwise or the circumstances indicate that the enforcement of the assignment is conditional upon the creditor’s acceptance.

Article 250

A debt may be assigned by agreement between an assignor and a creditor; it shall not be enforceable against an assignee unless he agrees to the assignment. If the assignee is indebted to the assignor for a debt equal to the assigned debt, such assignment shall be enforceable against the assignee and third parties, in accordance with Article 240 of this Law.

Article 251

A debt shall be assigned to an assignee along with its modalities and attached rights, and the assignor shall be released from the debt.

Article 252

The securities of an assigned debt shall subsist; this shall not, however, apply to securities provided by third parties. Solidary debtors shall remain liable after deducting the assignor’s share from the debt.

Article 253

An assignee may invoke against the creditor the same defenses that the assignor could have invoked against the creditor as well as the defenses arising from the assignment contract; however, he may not assert defenses relating to the person of the assignor.

Article 254

An assignor shall warrant the assignee’s solvency at the time of making the assignment if the assignment is between the assignor and the creditor; he shall also warrant the assignee’s solvency at the time the assignment becomes effective if it is between the assignor and the assignee, unless agreed otherwise.


Article 255

A party to a contract may assign to others his capacity as a contracting party, provided that the other contracting party consents thereto. Consent may be granted in advance if the assignor specifies the contract to be assigned; in such case, the assignment shall take effect against the obligee if he is notified by the assignor.

Article 256

If the obligee consents to the assignment of the contract, the assignor shall be discharged from liability towards him with respect to any future obligation. If, however, the obligee does not consent to such assignment, the assignor shall perform the contract jointly with the assignee, unless agreed otherwise or the circumstances indicate that the enforcement of the assignment is conditional upon the obligee’s consent.

Article 257

1. An assignee may assert against an obligee the defenses related to the debt, but he may not assert the defenses relating to the person of the assignor.
2. An obligee may assert against an assignee all the defenses that he could have asserted against an assignor.

Article 258

If an obligee does not discharge an assignor from liability, all the agreed-upon securities shall be retained. However, if the obligee discharges the assignor from liability, the securities provided by others shall not be retained, and solidary debtors shall remain liable after deducting the assignor’s share from the debt.


Article 259

Performance may be made by any of the following:

a)  The debtor, his agent, or any other person with interest in the performance, unless a legal provision stipulates otherwise.
b)  A person with no interest in the performance; however, the creditor may refuse such performance if the debtor notifies the creditor of his objection thereto.

Article 260

1. Performance shall be deemed valid if made by the owner of the thing used in the performance of the obligation.
2. Performance shall not be deemed valid if made by a fully incompetent person. However, it shall be deemed valid if made by a partially incompetent person using a thing owed thereby, unless such performance causes harm to said person.

Article 261

A person who pays the debt of another person and does not intend such payment as a donation shall have the right of recourse against the debtor to the extent of the payment, unless it is made without the debtor’s authorization and the debtor proves that he has an interest in objecting to such payment.

Article 262

A person who pays to the creditor the debt of another person shall subrogate the creditor if:

a)  he is obligated to pay the debt along with or on behalf of the debtor;
b)  he is a creditor and he pays a debt to another creditor who has priority over him due to an in-kind security, even if he holds no security;
c)  a legal provision grants him the right of subrogation; or
d)  he and the creditor agree, whether at the time of payment or prior thereto, that he subrogates the creditor, even if the debtor objects thereto.

Article 263

1. If the person paying the debt subrogates a creditor, the rights of the creditor shall be transferred to him, including the modalities, attached rights, and securities of the debt as well as the defenses asserted. The subrogation shall be limited to the paid debt.
2. If subrogation is limited to a part of the debt, the creditor shall have priority over the person paying the debt in satisfying the remainder of the debt, unless agreed otherwise.

Article 264

If a debtor pays his debts to some of his creditors during his terminal illness and his estate is not sufficient to pay his debt to the other creditors, said creditors shall have the right of recourse against those whose debts have been paid and share with them the received payments in proportion to their respective shares.

Article 265

1. Payment shall be made to the creditor or to his agent. Any person who provides the debtor with a letter of discharge issued by the creditor shall have the capacity to collect the debt, unless it is agreed that the payment be made personally to the creditor.
2. If the creditor is fully or partially incompetent, the debtor shall be discharged only by paying the debt to the creditor’s guardian or trustee. Payment may be made to a partially incompetent creditor if the obligation was created with the authorization of his trustee or guardian and the trustee or guardian did not preclude payment to such person.


Article 266

If a creditor rejects without justification a valid tender of performance, fails to perform the acts required for performance, or notifies the debtor that he will not accept the performance, the debtor may notify him in accordance with this Law.

Article 267

If the creditor is notified, he shall bear the effects of the destruction or damage of the thing and the debtor shall have the right to deposit such thing at the creditor’s expense and to claim compensation for the harm.

Article 268

1. A tender shall only be valid if it fully covers the debt due and its costs, as specified in the contract or as per the type of debt.
2. A tender may be made during a court hearing without further proceedings if the relevant creditor is present; this shall be deemed a notification.
3. Deposits ordered by the court shall take into consideration the nature of the thing deposited, whether depositing the thing itself or placing it under receivership; the creditor shall be notified thereof.

Article 269

If the subject of performance is a perishable thing or the cost of its deposit or custody is excessive, the debtor may with the court’s permission or, without its permission in urgent circumstances, sell the thing at the market price or at auction if the sale at the market price is not possible. Deposit of the proceeds shall serve as a deposit of the thing itself.

Article 270

A deposit or a similar action shall be sufficient without the need for a tender in the following cases:

a)  If the debtor does not know the creditor’s identity or domicile.
b)  If the creditor is fully or partially incompetent and has no agent to accept the performance.
c)  If the debt is disputed between multiple persons.
d)  If there are other reasons the court deems justifiable.

Article 271

1. If a valid tender is made and is followed by a valid deposit, such tender shall serve as a performance of the obligation and shall produce all the effects of performance from the time the tender is made; in such case, the debtor may not rescind such performance.
2. The creditor shall bear the costs of the tender and deposit.



Article 272

Performance shall be made using the original subject of the debt. The creditor shall not be compelled to accept a substitute, even if it is of greater value.

Article 273

1. A debtor may not compel a creditor to accept partial payment of a single debt, unless a legal provision or an agreement stipulates otherwise.
2. If part of the debt is disputed and the creditor accepts the collection of the undisputed part, the debtor may not refuse payment of such part.

Article 274

1. If a debtor owes multiple debts of the same kind to the same creditor and the payment made by the debtor is not sufficient to settle all such debts, the debtor may impute payment to the debt he intends to pay, unless an agreement or a legal provision precludes such imputation.
2. If the debtor makes no imputation, as specified in paragraph (1) of this Article, and it is not possible to reach the debtor, payment shall be imputed to the debt due or soon to be due. If all debts are due or deferred to the same time, payment shall be imputed to the debt that is most burdensome to the debtor. If the debts are equally burdensome, the creditor may designate the debt to which payment is imputed.

Article 275

1. Performance shall be made promptly upon the obligation becoming due, unless an agreement or a legal provision stipulates otherwise.
2. Absent a specific provision, the court may, in certain circumstances, grant the debtor a grace period to perform his obligation if his circumstances so require and such deferment does not cause severe harm to the creditor.

Article 276

If an obligation is deferred and no deadline is set for its performance, the court shall, at the request of the creditor or the debtor, set a deadline as per custom and the nature of the dealing.

Article 277

The place of performance, if not designated by an agreement or a legal provision, shall be designated as follows:

a) If the obligation is contractual, the place of performance shall be the place where the obligation is created. However, if the subject of the obligation is a specific thing, it shall be delivered to the place where it was located at the time the obligation was created.
b) If the obligation is non-contractual, the place of performance shall be the debtor's domicile at the time of performance, or the place where he conducts his business if the obligation relates to such business.

Article 278

A debtor shall bear the expenses of performance, unless an agreement or a legal provision stipulates otherwise.

Article 279

Any person who pays a debt or part thereof may demand a receipt for the paid debt. If the creditor refuses, the debtor, or any party with interest, may deposit the debt with the entity designated by the Minister of Justice.


Article 280

1. Performance of an obligation may be rendered by novation upon the agreement of the parties.
2. Novation shall be subject to the provisions governing the relevant type of contract, as the case may be, and governing the performance of obligations.



Article 281

A debtor may set off the amount of a debt payable to his creditor by any amount the creditor owes the debtor even if the cause of each debt is different, provided that the subject of each debt is cash or fungibles of the same type and nature and that both debts are not disputed, may be claimed in court, and may be subject to attachment.

Article 282

Set-off shall only take place when asserted by a party with interest and may not be waived until the right thereto is established.

Article 283

A debtor may assert a set-off even if the place of payment of each debt is different. In such case, the debtor shall compensate the creditor for any harm he sustains due to his inability, as a result of the set-off, to collect his dues or pay off his debt at the designated place.

Article 284

The set-off shall extinguish the two debts to the extent of the lesser debt from the time they become eligible for set-off.

Article 285

If any of the conditions stipulated in Article 281 of this Law is not satisfied, the set-off shall only take place upon the agreement of the parties.

Article 286

Set-off may not prejudice the rights acquired by third parties.

Article 287

If a depositor is indebted to a depositary or a lender is indebted to a borrower, no set-off shall take place between the debt and the deposit, nor between the debt and the borrowed thing, even if the debt is of the same type as the deposit or the borrowed thing, except with the agreement of the parties.

Article 288

If a claim for either debt is not heard due to the lapse of the statute of limitations at the time of asserting the set-off, this shall not preclude such set-off from taking place if its conditions are met before the lapse of the statute of limitation.

Article 289

If a debtor pays a debt even if he has the right to set-off such debt against a debt owed to him, he may not hold the securities of the latter debt in a manner that causes harm to others, unless, based on reasonable grounds, he was not aware of the existence of such right at the time of payment.

Article 290

1. If the qualities of the creditor and debtor are united in a single person with respect to a single debt, the debt shall be extinguished to the extent of the confusion.
2. If a creditor is an heir of the debtor, confusion shall not apply, and said creditor shall be treated in the same manner as all other creditors in collecting his debt from the estate.

Article 291

If the cause for uniting the qualities of the creditor and debtor ceases to exist and cessation has a retroactive effect, the debt shall return to its original condition.



Article 292

1. An obligation shall be extinguished if the creditor discharges the debtor from the debt. Such discharge shall not be conditional upon the debtor's consent; if, however, the discharge is rejected by the debtor, the debt shall become due again.
2. Discharge shall apply only to existing debts, even if not due.

Article 293

Discharge shall be subject to the substantive provisions of donations and shall not require a specific form.



Article 294

A debtor’s obligation shall be extinguished if he proves that his failure to perform is caused by a fortuitous event that makes performance impossible. The corresponding obligation, if any, shall also be extinguished.



Article 295

A right shall not be extinguished due to the statute of limitations, but any claim for such right made against a party denying it shall not be heard upon the lapse of 10 years, except for cases provided for by a legal provision or the exceptions provided for in this Sub-section.

Article 296

Without prejudice to any legal provision, a claim for any of the following rights made against a party denying such rights may not be heard upon the lapse of five years:

a)  Rights of professionals, such as physicians, lawyers, and engineers, for professional services they rendered and for expenses they incurred.
b)  Renewable periodic rights, such as the rent of real property, wages, regular payments, and the like. As an exception, a claim may not be heard upon the lapse of 10 years if the right is a revenue in the possession of a holder acting in bad faith or a revenue an administrator of an endowment must pay to a beneficiary.

Article 297

Without prejudice to any legal provision, a claim for any of the following rights made against a party denying such rights may not be heard upon the lapse of one year:

a)  Rights of merchants for goods and services provided to persons not trading therein.
b)  Rights of owners of establishments designated to accommodate guests, restaurants, and the like, which arise from engaging in such activities.
c)  Rights of wage-earners from daily and non-daily wages and from the cost of the things they provide.

Article 298

A claim shall not be heard upon the lapse of the specified periods with respect to the rights stipulated in Article 296(a) and Article 297 of this Law, even if the same type of dealing continues between the holders of such rights and obligees. If a document of any such right is executed, a claim for such right shall not be barred until the lapse of 10 years from the document execution date.

Article 299

Absent a legal provision, the statute of limitations shall commence from the date the right becomes due.

Article 300

1. The statute of limitations shall be interrupted whenever grounds preventing initiation of the claim exist.
2. Grounds for the interruption of the statute of limitations include bona fide negotiations between the parties which continue beyond the lapse of such period, or a moral impediment hindering such claim.

Article 301

In case of multiple creditors of a single debt and none of the creditors claims his right, the statute of limitations shall apply only to the creditors without an excuse.

Article 302

The statute of limitations shall be suspended in the following cases:

a) If the debtor explicitly or implicitly acknowledges the right.
b) If a claim is filed before a judicial body, including a court lacking jurisdiction. c) If the creditor initiates any other judicial proceeding to assert his right.

Article 303

If a right is transferred from a person to his successor, the statute of limitations shall not be suspended.

Article 304

1. If the statute of limitations is suspended, a new statute of limitations the period of which is similar to the original one shall commence from the time the effect of the cause of suspension terminates.
2. If a judicial ruling establishes a right, or if the right is one of the rights provided for in Article 296(a) or Article 297 of this Law, and the statute of limitations is suspended due to the debtor’s acknowledgment of the debt, the new statute of limitations shall be 10 years, unless said right includes renewable periodic rights that are not payable until the judicial ruling is rendered.

Article 305

1. No agreement may be made to shorten or extend the statute of limitations.
2. A debtor may not relinquish his right to assert the statute of limitations before such right is established in his favor.
3. The debtor’s renunciation of his right to assert the statute of limitations against some creditors shall not be effective against the remaining creditors if such renunciation causes harm to them.

Article 306

The court’s decision to not hear a claim due to the lapse of the statute of limitations shall be made only upon a petition by the debtor or a party with interest.




Article 307

Sale is a contract under which a seller transfers ownership of the sold item to a buyer in return for a cash amount. 




Article 308

1. The sold item must be known to the buyer whether by viewing the item or by being provided with a description of its identifying features. 
2. If the buyer's knowledge of the sold item is indicated in the contract of sale, he shall not have the right to demand nullification of the contract due to lack of knowledge, unless he establishes that he was deceived by the seller.

Article 309

1. If the sale is by sample, the sold item must be identical to the sample. 
2. If the sample is lost or damaged while in the possession of any of the contracting parties, even if the fault is not attributable thereto, and the parties disagree on whether or not the sold item is identical to the sample, the assertion of the other party shall prevail, unless proven otherwise by the party in whose possession the sample was lost or damaged. 

Article 310

A sale may be conditional upon trial for a specific period. If the parties to the sale do not specify such period, a reasonable trial period shall apply. The seller shall enable the buyer to try the sold item, and the buyer shall have the right to terminate the sale even without trying such item, provided that he notifies the seller of the termination during the trial period.

Article 311

If the buyer explicitly or implicitly relinquishes his right to terminate the sale, uses the sold item during the trial period beyond its normal uses, or fails to terminate the sale during the agreed-upon trial period, or if such item is destroyed or damaged by the buyer after taking delivery thereof, the sale shall be enforceable at the agreed-upon price at the time of its conclusion.

Article 312

If the agreement or the circumstances indicate that the sale which is conditional upon trial is dependent upon the buyer’s acceptance of the sold item, the sale shall only take effect upon his acceptance.

Article 313

Estimation of the sale price may be made only on the basis of valid pricing criteria.

Article 314

If the contracting parties agree to determine the sale price based on the market price, the market price shall be determined according to the time and place of sale. If no market exists at the place of sale, reference shall be made to the place where the prices of its market are deemed applicable according to custom.

Article 315

If the contracting parties fail to set a price for the sold item, the sale shall not be nullified if the circumstances indicate that the parties intended to apply the market price or the price applied in the dealings between them.

Article 316

1. If the seller’s capital is used as a basis to set the price of an item sold by way of Murabaha (cost-plus sale), Wadhi’ah (sale at a price lower than the actual cost), or Tawliyah (at-cost sale), the seller must indicate any effect on his capital. The buyer may demand nullification of the contract if the seller conceals a matter that has an effect on said capital.
2. If the capital is not set at the time of concluding the contract and the price is proven to be extremely unconscionable to the buyer, the buyer may demand nullification of the contract. The seller may avoid such nullification if he takes measures the court deems sufficient to eliminate unconscionability.

Article 317

The price shall be payable at the time of sale, unless the parties agree to a deferred payment or payment in installments for a definite term.
If the payment is deferred or to be made in installments, the term shall commence from the date of the contract, unless agreed otherwise.



Article 318

1. Ownership of a sold item shall be transferred to the buyer upon conclusion of the sale, without prejudice to the provisions of Articles 655, 656, and 657 of this Law.
2. Transfer of ownership shall not be precluded due to the sale of items in bulk, even if the price thereof is determined based on an estimation of the sold items.

Article 319

The seller shall take any action necessary to transfer the ownership of a sold item to the buyer and shall refrain from any action that would render such transfer impossible or burdensome.

Article 320

1. The seller may, if the payment is deferred or made in installments, require that the transfer of ownership to the buyer be conditional upon the seller’s receipt of the payment in full, even if the sold item is delivered.
2. If the seller receives the payment in full, the buyer shall be deemed the owner of the sold item from the date the sale is concluded.

Article 321

1. The seller shall deliver the sold item to the buyer in its condition at the time of sale and shall bear the costs of delivery, unless agreed otherwise.
2. The seller shall deliver the sold item unencumbered by any right to a third party that the buyer is not aware of.

Article 322

Delivery of the sold item shall include its appurtenances, things permanently attached thereto, and other things deemed by custom to be ancillary thereto, even if they are not stated in the contract.

Article 323

1. If the amount of a sold item is specified at the time of conclusion of the contract and it appears that such amount has a shortfall or surplus with no agreement on how to address such shortfall or surplus, the following shall apply:

a)  If the sold item is an item that is adversely affected by division and the named price is determined on a lump sum basis rather than by unit price, the surplus shall belong to the buyer and the shortfall shall not entail a reduction in the price. In other cases, the shortfall shall be borne by the seller, and he may recover the surplus in-kind if the sold item is not adversely affected by division, or he may recover the amount paid if the sold item is adversely affected by division.
b)  If the buyer’s purchase entails a surplus that grossly exceeds his needs, or if the shortfall negates the purpose of his purchase that had he been aware thereof he would not have concluded the contract, he may demand termination of the sale.

2. A claim for terminating the contract or for reducing the price or completing the payment shall not be heard upon the lapse of one year from the date of delivery of the sold item.

Article 324

A sold item shall be deemed delivered if placed in the possession of the buyer, or if the seller allows the buyer to take possession of the sold item and benefit therefrom without hindrance, provided the seller notifies the buyer thereof. Such delivery shall be made in accordance with the nature of the sold item.

Article 325

If a sold item is in the possession of the buyer in any capacity or for any reason prior to the sale, such possession shall be deemed delivery of the item, unless agreed otherwise.

Article 326

The following cases shall be deemed delivery of a sold item:
a) If the parties to the sale agree to the case in which the buyer is deemed to have taken delivery of the sold item.
b)  If a legal provision provides for the case in which the buyer is deemed to have taken delivery of the sold item.
c)  If the seller retains, with the buyer’s consent, the sold item in his possession after the sale for a reason other than ownership.

Article 327

A buyer shall be deemed to have taken delivery of a sold item and shall be bound to pay its price if the sold item is destroyed or damaged due to his own action prior to delivery. If the seller has the right to withdraw from the contract and decides to exercise such right, he may have recourse against the buyer for compensation.

Article 328

If a sold item is destroyed wholly or partially prior to delivery due to an action by the seller or a third party, the buyer may request termination of the sale, conclude the sale and have the right of recourse for compensation against the person who caused the destruction, or request that only the sale of the destroyed part be terminated.

Article 329

1. If a sold item is destroyed prior to delivery due to a cause not attributable to the parties of the sale or to a third party, the sale shall be terminated and the buyer shall be reimbursed.
2. If destruction is limited to part of the sold item, the sale of only the destroyed part shall be terminated and the buyer shall be reimbursed for such part. The buyer may request termination of the sale for the remainder of the sold item and recover the price in full.

Article 330

1. The seller shall warrant the buyer against any infringement on his part against all or part of the sold item.
2. The seller shall warrant that all or part of the sold item is free from any third- party rights if such rights were established prior to the conclusion of the sale contract or devolved to a third party from the seller.

Article 331

1. A claim of ownership over a sold item prior to its delivery may be filed against the seller or the buyer, or both.
2. If a claim of ownership over a sold item is filed against the buyer, he shall promptly notify the seller, and the seller shall join in the lawsuit.
3. If the seller is notified in a timely manner and joins the lawsuit or fails to do so and, in either case, a judgment is rendered establishing that the sold item is owned by a third party, the seller shall be bound by the warranty of title, unless he establishes that the judgment is a result of an act of deception or gross negligence on the part of the buyer.
4. If the buyer fails to notify the seller of the claim in a timely manner and a judgment is issued against the buyer, the buyer’s right of recourse under the warranty of title shall be forfeited if the seller establishes that the claim of ownership would have been dismissed had he joined the lawsuit.

Article 332

A buyer’s right of recourse under the warranty of title shall not be affected if he, in good faith, either acknowledges a third party’s claim of ownership or settles the claim prior to a court judgment, provided that he notifies the seller of the claim in a timely manner and the seller fails to join in the lawsuit, unless the seller proves that the plaintiff’s claim is without merit.

Article 333

If a buyer makes a financial settlement with the party claiming ownership of the sold item before a court judgment is issued in his favor, the seller may be released from the warranty by reimbursing the buyer an amount equal to the settlement amount and expenses.

Article 334

If it is established that the entire sold item is owned by a third party, such party shall, if he ratifies the sale, have the right of recourse against the seller for the price, and the sold item shall devolve to the buyer.

Article 335

If it is established that the entire sold item is owned by a third party and such party does not ratify the sale, the buyer may demand the following from the seller:

a)  The amount paid for the sold item.
b)  The value of the yields that the buyer is required to reimburse the party claiming ownership.
c)  Expenses incurred by the buyer for the benefit of the sold item for which the party claiming ownership is not required to compensate the buyer.
d)  Luxurious expenses if the seller acted in bad faith.
e)Compensation for any other harm arising from the establishment of ownership.

Article 336

If ownership of part of the sold item is established to a third party and such ownership adversely affects the remaining part, the buyer may request termination of the sale. However, if the buyer decides to retain the sold item or if the remaining part is not adversely affected by the establishment of ownership, the buyer's right of recourse under the warranty of title shall be limited to the part to which ownership is established.

Article 337

1. An agreement may be made to relieve the seller from warranty of title or to limit or extend such warranty, except in cases where such liability arises from an act made by the seller or concealed thereby.
2. An agreement to relieve the seller from warranty of title shall not preclude the buyer’s right of recourse against the seller for the amount paid, unless it is established that the buyer was aware of the grounds for ownership at the time of the sale.

Article 338

1. A seller shall, upon delivery, warrant that the sold item is free from any redhibitory defect that would diminish its value or render it unfit for its intended use contrary to what is specified in the contract or what can be perceived according to its nature or its particular use. The seller shall be liable for such defect, even if he is unaware of its existence.
2. If the sold item proves to be defective, the buyer shall have the right to either request termination of the sale or to retain the sold item and have recourse against the seller for the price difference, which is the difference between the sale price of the item with and without the defect. The seller may avoid payment of such difference by providing an identical item free from defects.
3. The buyer shall, in the cases provided for in paragraph (2) of this Article, have the right to compensation for any harm he incurs, if applicable.

Article 339

A seller shall not warrant any defect in the sold item in the following cases:

a)  The defect is known to the buyer at the time of sale or would have been discovered by a reasonable person upon inspection, unless the seller warrants to the buyer that the product is free from a certain defect or the seller deliberately conceals such defect.
b)  The defect is accepted by custom.
c)  The defect occurs after delivery, unless the cause thereof existed prior to delivery.
d)  The sale was made at auction by judicial or administrative authorities.

Article 340

1. If the buyer takes delivery of the sold item, he shall inspect its condition as soon as possible in a manner that is typical in such dealing. The buyer shall, within a reasonable period, notify the seller of any defect under warranty; otherwise, the buyer shall be deemed to have accepted the sold item as is.
2. If the buyer discovers a defect that cannot be discovered by reasonable inspection, he shall notify the seller as soon as such discovery is made; otherwise, the buyer shall be deemed to have accepted the sold item as is.

Article 341

1. If the buyer explicitly or implicitly accepts a defect, he shall relinquish the right to terminate the sale and the right of recourse against the seller for the price difference.
2. The buyer shall relinquish his right to terminate the sale, but he may have the right of recourse for the price difference in the following cases:
a)  If he disposes of the sold item in such a way as to lose ownership thereof. However, if he regains possession of said item prior to claiming the price difference, his right to termination shall not be relinquished.
b)  If he creates third-party rights over the sold item which do not result in his loss of ownership, and it is not possible to clear the item from such rights within a reasonable period.
c)  If the sold item is destroyed or becomes defective by his own action or after taking delivery thereof.
d)  If he makes an integral addition to the sold item that is not automatically generated from said item, whether prior to or after taking delivery.

Article 342

If multiple items are sold in bulk, and a defect is found in some of the items and division of said items would not result in any harm, the buyer may demand termination of the sale of the defective part; he may also retain such part and demand the price difference from the seller. The buyer may not, however, demand termination with respect to all of the sold items, unless it is established that he would not have concluded the contract had he known of the defective part.

Article 343

An agreement may be made to exempt the seller from the warranty against defects or to limit or extend such warranty, unless the seller has intentionally concealed the defects.

Article 344

1. A claim for warranty against defects may not be heard upon the lapse of 180 days from the date of delivery of the sold item, unless the seller’s warranty extends beyond such period.
2. A seller may not assert the lapse of the period provided for in paragraph (1) of this Article if it is established that he fraudulently concealed the defect.



Article 345

A buyer shall pay the price of a sold item prior to taking delivery thereof, unless agreed otherwise.

Article 346

1. A seller may retain possession of the sold item until he receives the due amount from the sale price, even if the buyer offers a pledge or surety. If such item is destroyed or damaged while in the possession of the seller, the buyer shall be liable therefor.
2. If the seller consents to the deferral of payment, he shall relinquish his right to retain possession of the sold item and shall deliver it to the buyer.

Article 347

1. If the buyer takes delivery of the sold item prior to paying its due price and the seller is aware of such delivery and does not attempt to prevent it, this shall be deemed a consent of such delivery.
2. If the buyer takes delivery of the sold item prior to paying its due price without the seller’s consent, the seller may redeem such item. If the item is destroyed or damaged while in the possession of the buyer, the buyer shall be deemed to have taken delivery thereof and the seller may, if he decides to exercise his right of redemption, demand compensation from the buyer.

Article 348

A buyer shall pay at the place of delivery the price that is due at the time of delivery of the sold item; if the price is not due at the time of delivery, it shall be paid at the place where the contract was concluded, unless agreed otherwise.

Article 349

1. If a claim of ownership over a sold item is filed against a buyer on grounds of a right established prior to the sale or a right which devolved to the party claiming ownership from the seller, the buyer may withhold payment until the seller provides adequate security for reimbursing the amount paid if such right is established. The seller may petition the court to order the buyer to deposit such amount with an entity to be designated by the Minister of Justice in lieu of the security.
2. The provisions of paragraph (1) of this Article shall apply if the buyer discovers a defect in the sold item that is under the seller’s warranty.

Article 350

If a deadline for payment is set in the sale contract and the seller stipulates that the sale will be terminated if no payment is made by said deadline and the buyer fails to meet the deadline, the sale shall be deemed terminated if the seller so elects without the need for notification, unless agreed otherwise.

Article 351

The buyer shall take delivery of the sold item at the place where it is located at the time of sale, and shall transport said item without delay taking into account the time needed for transportation, unless agreed otherwise.

Article 352

The buyer shall bear the costs of payment, delivery of the sold item, and the sale contract and registration thereof, unless agreed otherwise.



Article 353

1. Terminal illness means an illness whereby a person becomes unable to conduct his affairs and death is likely to be caused thereby and actually results therein.
2. Terminal illness includes cases in which a person is at the risk of death and which are likely to cause death, even if the person is not sick.

Article 354

1. The sale or purchase made between a terminally ill person and any of his heirs which is based on favoritism shall not be deemed effective vis-a-vis other heirs with regard to the part affected by such favoritism, unless they ratify such sale or purchase.
2. The sale or purchase made between a terminally ill person and a person other than his heirs which is based on favoritism shall not be deemed effective vis-a-vis the heirs with regard to the part affected by favoritism that exceeds one-third of the estate upon death, including the sold item, unless the heirs ratify such sale or purchase, or the assignee returns an amount sufficient to complete two-thirds of the estate.

Article 355

Invalidation of a sale made by a terminally ill person may not be invoked if the buyer’s disposition of the sold item confers upon a bona fide party an in-kind right over the sold item in return for a consideration, without prejudice to the heirs’ right of recourse against the buyer for an amount sufficient to complete two-thirds of the estate or for the price of a similar item.



Article 356

Subject to legal provisions, an agent may not purchase for himself anything that he is entrusted to sell in his capacity as an agent, whether in his own name or in the name of another person, even by way of auction, unless he is authorized to do so, nor may a broker or expert, or a person of a similar capacity, do the same with the property they are entrusted to sell or valuate.

Article 357

A sale made in the cases provided for in Article 356 of this Law shall not take effect against the party for whose benefit the sale is made, unless ratified thereby. Said party may not invoke invalidation of the sale against a particular successor if said successor acquires in good faith an in-kind right as consideration.


Article 358

1. A judge, a public prosecution member or a person of a similar capacity, or a court clerk, may not acquire, whether in his own name or in the name of another person, a litigious right or part thereof; if such acquisition is made, the contract shall be deemed null and void.
2. A lawyer may not acquire, whether in his own name or in the name of another person, a litigious right or part thereof if his agency relates thereto; if such acquisition is made, the contract shall be deemed null and void.
3. A right shall be deemed litigious if a lawsuit is filed regarding the subject thereof or if a dispute of merit relating to such right arises.



Article 359

1. If a person sells without authorization a specific thing that he does not own, the sale shall not take effect against the owner. If the owner ratifies said sale, it shall take effect against him, without prejudice to the rights of third parties.
2. The buyer may demand nullification of the sale, unless ownership of the sold item devolves to the seller after the contract is concluded, or the owner approves the sale.

Article 360

If a buyer is unaware that the sold item is not owned by the seller, and the court rules to nullify the sale, the buyer may demand compensation, even if the seller acted in good faith.

[...]



Article 720

Without prejudice to the provisions of Article 1 of this Law, the rules set forth in this Article shall be applied in a manner not inconsistent with legal provisions, subject to their respective nature, conditions, and exceptions. Said rules shall comprise the following:

Rule 1

Matters shall be determined according to intentions.

Rule 2

In contracts, effect shall be given to intention and meaning, not to form.

Rule 3

Custom shall have legal effect.

Rule 4

A matter established by custom shall be equivalent to a matter established by text.

Rule 5

A matter established by custom shall be equivalent to a matter stipulated as a condition. 

Rule 6

A matter deemed highly unlikely by custom shall be equivalent to a matter deemed impossible.

Rule 7

Certainty may not be dispelled by doubt.

Rule 8

A matter shall be presumed unaltered.

Rule 9

Freedom from liability shall be presumed.

Rule 10

Contracts and conditions shall be presumed valid and binding.

Rule 11

Claimed attributes shall be presumed false.

Rule 12

A disputed time of an incident shall be determined according to the most likely time.

Rule 13

A statement shall not be derived from the silence of a person, but silence shall be tantamount to a statement where a statement is required.

Rule 14

No inference may be made in the face of an explicit statement.

Rule 15

Erroneous conjecture shall not be deemed valid.

Rule 16

Harm shall be removed.

Rule 17

Harm shall not be removed by a similar harm.

Rule 18

A greater harm shall be repelled by a lesser harm.

Rule 19

Preventing harm shall take precedence over gaining benefit.

Rule 20

If a prohibition and a benefit are in conflict, precedence shall be given to the prohibition.

Rule 21

Hardship shall beget facility.

Rule 22

The extent of necessity shall determine the extent of permissibility.

Rule 23

Necessity shall not invalidate the rights of others.

Rule 24

Words shall be presumed to reflect their literal meaning.

Rule 25

Words shall be presumed to have meaning and shall not be disregarded.

Rule 26

The absolute shall be applied in its absolute sense, unless there is evidence of restriction, either by text or implication.

Rule 27

A description of a thing that is present shall be deemed inconsequential, but a description of a thing that is absent shall be deemed consequential.

Rule 28

An attachment shall follow the principal.

Rule 29

Flexibility may be exercised with attachments but not with other than attachments.

Rule 30

A condition enforced at the outset of a matter may be overlooked during the course of said matter.

Rule 31

The existence of an attachment shall be contingent upon the existence of the principal.

Rule 32

No opinion may be given in the presence of a text.

Rule 33

A person who takes possession of another person’s property shall remain liable until such property is returned.

Rule 34

The person warranting a thing shall retain its yields.

Rule 35

A matter without which an obligation cannot be performed shall itself be deemed an obligation.

Rule 36

If the reason prohibiting a matter ceases to exist, such matter shall revert to its prior status.

Rule 37

The absence of an excuse permitting a matter shall render such matter prohibited.

Rule 38

What is forfeited may not be reinstated.

Rule 39

If the original rule cannot be applied, the alternative rule shall be applied

Rule 40

A person who attempts to renege on a matter shall be estopped.

Rule 41

Ignorance of the law is not an excuse.