ក្រមរដ្ឋប្បវេណី (គន្ថីទី៥)

A Sale shall be a contract whereby one party, referred to as the Seller, is obligated to transfer ownership or other property rights to the counter-party, referred to as the Buyer, and the Buyer is obligated to pay a purchase price to the Seller.

A sales contract shall be formed based solely on an agreement between the parties thereto unless otherwise provided by law. The parties may require the execution of a notarized document or a written document signed by the parties in their individual capacities as a condition for the formation of such contract.

(1) Should a unilateral promise be made with respect to either a sale, such sale shall come into effect at the time that the person to whom such promise is made declares to the person putting forth the promise his intention to complete the sale. (2) Should no period be specified for the expression of the intention set forth in paragraph (1), party expressing the unilateral promise may provide notification to the counter-party demanding an expression of intent within a fixed period of reasonable duration regarding whether the counter-party intends to complete the sale. Should the counter-party fail to express such intent within such period, the promise shall lapse.

Should the Buyer have paid earnest money to the Seller, the Buyer may terminate the contract by releasing such earnest money, and the Seller may terminate the contract by refunding twice the amount of such earnest money. However, neither party may terminate the contract once the other party has initiated performance thereof.

(1) A sale of Object of a type that are customarily tasted prior to purchase shall be formed once the prospective Buyer accepts the sale after having carried out such tasting. (2) Should no period be fixed for the prospective Buyer's acceptance, the Seller may issue a notice to the prospective Buyer demanding a definitive answer within a fixed period of a reasonable length regarding whether the prospective Buyer accepts the sale. Should the prospective Buyer fail to provide a response within such period, the prospective Buyer shall be deemed to have refused to enter into the sale.

(1) A sale following a trial shall come into effect once the prospective Buyer accepts the sale within the trial period or once the trial period has lapsed without the prospective Buyer's expression of any intention in regard to sale. Should the prospective Buyer refuse to receive the delivery of the Object, the sale contract shall be deemed to have not been formed. (2) Should no trial period be fixed, the prospective Seller may provide notice to the prospective Buyer demanding a definitive answer within a fixed period of reasonable length regarding whether the prospective Buyer accepts the sale. Should the prospective Buyer continue to use the Object without providing an answer within such period, the prospective Buyer shall be deemed to have accepted the sale.

(1) The parties to a sale shall fix within the contract the amount of the sales price or establish a formula to determine such amount. (2) The sales price amount may be determined based on the present or future market price of certain property or based on an appraisal by a third party appointed through a method designated by the parties. Should the appraisal of a third party be based on a mistake, or where the appraisal appears to violate principles of fairness, the party to the contract who would be harmed as a result thereof may object to such appraisal. (3) The parties to the contract may fix the sales price to a certain Principal amount or based on indefinite or lifetime installment payments. However, should a third party appraise the sales price in accordance with the provisions of paragraph (2), the sales price shall be fixed as a set Principal amount, except where the parties have explicitly authorized a third party.

Unless otherwise agreed to between the parties, the cost of preparing written instruments and other expenses incurred in connection with the execution of a contract of sale shall be borne equally by both parties.

The provisions of this Chapter shall apply mutatis mutandis to contracts of value, in addition to sales contracts, in which either or both parties provide consideration.

Any natural or juristic person may sell or purchase any property except when prohibited by law.

(1) An administrator appointed by law, court order or contract shall not be a Buyer, either directly or through a third party, of property that the administrator has been entrusted to sell. (2) Paragraph (1) shall apply mutatis mutandis to government officials responsible for the execution or administration of a compulsory sale. (3) Should a sale be conducted in violation of the provisions of paragraphs (1) and (2), such sale may be rescinded only by the person who owned the property prior to sale or by the heir of such person or such person's successor in interest.

(1) A judge, prosecutor, court clerk or other court official may not be a Buyer, either directly or through a third party, of property to which civil actions are pending before the court at which such person works or practices. (2) Paragraph (1) shall apply mutatis mutandis to lawyers and notaries public becoming Buyers of Object or rights involved in cases in which they are retained. (3) Should a sale be conducted in violation of paragraphs (1) and (2), such sale may be rescinded only by the Seller, the opposing party in a case involving the property, or their respective heirs or successors in interest.

Any good or right, including one that comes into existence at a future time, may be the object of a contract of sale, except for Object or rights that are not transferable by their nature, or those for which transfer is prohibited by law.

(1) With respect to the transfers of title to Object under a contract of sale, the general rules provided for in Article 133 (Creation, transfer and alteration of real rights by agreement), Article 134 (Perfection), Article 135(Requisites for Transferring Real Rights of Immovables by Agreement), Article 160(Acquisition of Ownership over Immovables) and Article 187(Acquisition of ownership over movable)of this code shall apply to contracts of sale. (2) Should the Object of sale be rights other than titles to property, the general rules regarding the transfer of each right shall apply to each contract with respect to the transfer of such rights.

The Seller is required to provide the Buyer with a clear explanation concerning: (i) the contents of the Obligations to be assumed by the Buyer; and (ii) the legal circumstances surrounding the property comprising the object of sale, and, specifically in the case of a sale of immovable property, the state of the title, encumbrances, boundaries, and other relevant matters.

The Seller shall owe to the Buyer, in accordance with the terms of the contract and the provisions of this Code: (i) an Obligation to transfer the sold property right; (ii) an Obligation to deliver the Object; (iii) an Obligation to preserve such property until delivered; and (iv) an Obligation to deliver instruments required as evidence of title thereto.

(1) The Seller shall owe an Obligation to transfer the property right of the subject of the sale to the Buyer. (2) In the event that a right belonging to a third party is the object of sale, the Seller is obligated to acquire such right and thereafter transfer it to the Buyer. (3) Should, in the case set forth in paragraph (1), the Seller be unable to acquire such right and thereafter transfer it to the Buyer, the Buyer may terminate the contract. In such a case, should the Buyer not have been aware at the time the contract was executed that said right did not belong to the Seller, the Buyer may also demand compensation for damages.

(1) Should the Seller be unaware at the time the contract is executed that the property right to be sold does not belong to the Seller, and should the Seller be subsequently unable to acquire the right and transfer it to the Buyer, the Seller may terminate the contract by compensating the Buyer for any damages. (2) In the case set forth in paragraph (1), should the Buyer be aware at the time the contract is executed that the right to be sold did not belong to the Seller, the Seller may terminate the contract without compensating the Buyer for damages.

(1) Should a portion of the property rights comprising the object of a sale belong to a third party and the Seller is unable to subsequently acquire and transfer said portion to the Buyer, the Buyer may demand a reduction in the purchase price proportional to the percentage of said property. (2) In the case set forth in paragraph (1), the Buyer may terminate the contract should the Buyer be unaware at the time the contract was executed that the relevant portion of the property rights did not belong to the Seller and it is judged that the Buyer would not have purchased said right if the object of the sale comprised the remaining part alone. (3) In the cases set forth in paragraphs (1) and (2), should the Buyer be unaware at the time the contract was executed that a portion of the property rights that are the object of sale did not belong to the Seller, the Buyer may also demand compensation for damages. (4) Should the Buyer be unaware at the time the contract was executed that a portion of the property rights that are the object of sale did not belong to the Seller, the Buyer's rights as provided for in paragraphs (1), (2) and (3) must be exercised within one year from the date that the Buyer came to be aware of such fact; and should the Buyer be aware at the time the contract was executed that part of said property rights did not belong to the Seller, the Buyer's rights must be exercised within one year from the date of the execution of the contract.

(1) Should the property comprising the Object of sale be subject to a perpetual Lease, usufruct, right of use, easement, Leasehold, right of retention or pledge, and due to such encumbrance(s) the Buyer is unable to enjoy the use of all or a part of such property or receive profits therefrom, the Buyer may demand compensation for damages from the Seller should the Buyer have been unaware of the existence of such encumbrance at the time the contract was executed. (2) In the case set forth in paragraph (1), should the purpose of the contract be unable to be achieved due to the existence of the encumbrance, the Buyer may terminate the contract if the Buyer was unaware of the existence of the encumbrance at the time the contract was executed. (3) The rules set forth in paragraphs (1) and (2) shall also apply in cases where an easement that was represented as existing with regard to the immovable comprising the object of sale does not in fact exist. (4) In the case set forth paragraphs (1), (2) and (3), the Buyer's rights to terminate the contract and to demand compensation for damages must be exercised within one year from the date that the Buyer learned of such fact.

(1) Should an immovable to be sold through the sales contract be subject to a statutory lien, a pledge that bars the Obligee from using or receiving benefit from the property, or a hypothec, if the Buyer has lost ownership due to the exercise of such security interest, the Buyer may terminate the contract. (2) Should any costs or expenses be incurred by the Buyer in the process of preserving ownership, the Buyer may demand reimbursement for such costs and expenses from the Seller. (3) In either of the cases set forth in paragraphs (1) and (2), the Buyer may demand compensation for any damages sustained therefrom. (4) Should the Buyer of the immovable property subject to the protections set forth in paragraph (1) bought at the price which is deducted the price of the claim which is secured by the protections, shall not have the rights mentioned in paragraph (1) through (3).

(1) In the case of a compulsory sale, the purchaser may, in accordance with the provisions of Article 531 (Obligation to transfer the right and warranty liability of Seller) through Article 535 (Seller's warranty liability when security right exists), either terminate the contract or demand a reduction in the purchase price from the Obligor. (2) In the case set forth in paragraph (1), should the Obligor be insolvent, the purchaser may demand from any Obligee to whom any share of the proceeds has been distributed the return of some or all of such proceeds. (3) For the cases set forth in paragraphs (1) and (2), should the Obligor be aware of the existence of grounds for the warranty liability and nevertheless fail to disclose such to the auctioning authority or should the Obligee have been aware of such non-disclosure and nonetheless demanded a compulsory sale, the purchaser may demand damages from such parties.

(1) The Seller of a claim shall be liable as to the existence of such claim. (2) Should the Seller of a claim warrant the solvency of the Obligor, such Seller shall be presumed to have warranted the Obligor's solvency at the time the contract was executed. (3) Should the Seller of a claim that has yet to come due warrant the future solvency of the Obligor, such Seller shall be presumed to have warranted the Obligor's solvency as of the date on which the Obligation is to be performed.

Even should it be agreed to between the Seller and the Buyer that the Seller's liability arising from the warranties set forth in Article 531 (Obligation to transfer the right and warranty liability of Seller)through Article 537 (Warranty by Seller of a claim) be discharged or limited, the Seller may not be relieved of liability in regards to any fact of which the Seller was aware and nevertheless failed to disclose, or in regards to any right that the Seller created in favor of, or assigned to, any third party.

(1) The Seller bears an Obligation to deliver to the Buyer property that conforms to the contract. (2) Except where the parties have agreed otherwise, the Object delivered to the Buyer shall be deemed to be non-defective Object in any of the following situations: a. Where the Object does not conform to the quantity, quality and description required by the contract; b. Where the Object differs from that which the Seller held out to the Buyer as a sample or model in terms of quantity, quality or description; c. Where the Object does not fit to the particular purpose expressly or impliedly made known to the Buyer when the contract was executed; d. Where the Object does not fit to the purposes for which Object of the same description would ordinarily be used; or e. Where the Object is not contained or packaged in the manner usual for such Object or in a manner adequate to preserve and protect the Object.

(1) Should the Object be defective in any respect at the time that risk passes to the Buyer, even if the existence of such defect becomes apparent only after the passage of such risk, the Buyer may, in accordance with the terms of the contract and the provisions of this Code, demand that substitute Object be delivered or that such defect be remedied, terminate the contract or reduce the purchase price in relation to the Seller. (2) The Seller shall bear the Liability for a Warranty against Defective Object described in paragraph (1) in relation to any defect that occurs due to a breach of any of the Seller's Obligations, including any defect that occurs following the time indicated in paragraph (1). (3) Should the Seller warrant that for a certain period of time after delivery the Objects will remain fit for their ordinary purpose or for some particular purpose, or will retain specified qualities or characteristics, if a breach of such warranty occurs, the Seller shall bear the same liability as for a warranty against defects. (4) Should, at the time the contract is executed, the Buyer be aware that the Object were defective in any respect, or be unaware of such defect as a result of gross negligence, the Seller shall not bear liability for a warranty against defect with respect to such defect.

(1) Should the Seller have delivered the Object prior to the date of delivery, he/she may, up to such delivery date, remedy any defect in the Object delivered so long as the Buyer's interests are not unfairly prejudiced thereby. However, the Buyer shall not be precluded from exercising the right to demand compensation for any damages. (2) The Seller may, even after the date of delivery, remedy at his/her own expense any defect in the Object so long as the Buyer's interests are not unfairly prejudiced thereby. However, the Buyer shall not be precluded from exercising the right to terminate the contract and the right to demand compensation for damages therefrom.

(1) The Buyer may demand that the Seller perform its Obligations. This shall not apply where the Buyer has resorted to a remedy that is inconsistent with such demand. (2) Should the Object be defective in any respect, the Buyer may demand that the Seller deliver substitute Object. This shall not apply should the supplying of Object of the same type cause an undue burden upon the Seller in consideration of the surrounding circumstances. (3) Should the Object be defective in any respect, the Buyer may demand that the Seller remedy the defects. This shall not apply where remedying the Object would cause an undue burden upon the Seller in consideration of the surrounding circumstances. (4) The Buyer may fix an additional period of a reasonable length for the Seller's performance of its Obligations. Unless the Buyer has received notice from the Seller that the Seller does not intend to perform within such period, the Buyer may not resort to any remedy for breach of contract during such period. This shall not deprive the Buyer of the right to demand compensation for damages incurred due to delayed performance.

Should the delivered Object be defective in any respect and such defect prevents the achievement of the Buyer's purpose in entering into the contract, the Buyer may terminate the contract.

Should the delivered Object be defective in any respect, regardless of whether or not the purchase price has already been paid, the Buyer may demand a reduction in the purchase price in accordance with the difference between the value of the Object actually delivered and the value that non-defective Object would have had at the time of delivery. However, should the Seller have remedied the defect in accordance with Article 542(Buyer’s right to demand complete performance), or should the Buyer have refused to accept an offer by the Seller to remedy the defect without good cause, the Buyer may not demand a reduction in purchase price.

The Buyer may demand compensation for damages in accordance with the provisions set forth in Section III, Chapter Four of Book Four independent of or together with any remedies provided for in Article 542 (Buyer’s right to demand complete performance) through Article 544 (Buyer’s right to demand a reduction in purchase price).

(1) Should the total area of specified land be indicated and a sale has been executed based on a fixed price per unit area, but the actual property area is less than the indicated area, the Buyer may demand, in accordance with the provisions set forth in Article 542 (Buyer’s right to demand complete performance) through Article 545 (Buyer’s right to demand damages): (i) delivery of the deficient portion; (ii) a reduction in the purchase price in proportion to the deficiency; or (iii) termination of the contract; and/or (iv) compensation for damages, unless otherwise agreed to between the parties. (2) Should the total area of specified land be indicated and a sale has been executed based on a fixed price per unit area, but the actual property area exceeds the indicated area, if the Seller was unaware of such excess without negligence on his/her part, the Seller may demand an increase in the purchase price in proportion to the excess amount of land, unless otherwise agreed to between the parties. (3) Should the total area of specified land be indicated and a sale has been executed based on a single price for the entire parcel of land, even if the actual area is less than the indicated area, the Buyer may not demand: (i) delivery of the deficient portion; (ii) a reduction in the purchase price in proportion to the deficiency; (iii) termination of the contract; and/or (iv) compensation for damages. This shall not apply in cases where: (i) the Seller knew of such deficiency in the actual land area; (ii) the Seller guaranteed the accuracy of the indicated size of the area; and/or (iii) the deficiency exceeds five percent of the indicated area. (4) Should the total area of specified land be indicated and a sale have been executed based on a single price for the entire parcel, the Seller may not demand an increase in the purchase price even if the actual land area exceeds the indicated area. This shall not apply where the excess exceeds five percent of the indicated area, and the Seller was ignorant of such fact without negligence on his/her part. (5) Should the Seller demand an increase in the purchase price based on the provisions of paragraphs (2) or (4), the Buyer may terminate the contract.

(1) The rights provided for in Article 542 (Buyer’s right to demand complete performance) through Article 544 (Buyer’s right to demand a reduction in purchase price) and Article 546(Special provisions regarding excess or deficiency in area of land) must be exercised within one year. However, the provisions of Article 482 (Extinctive prescription period for general claim) shall apply to the right to demand damages described in paragraph (1) and the second sentence of paragraph (2) of Article 546 (Special provisions regarding excess or deficiency in area of land). (2) The period described in the first sentence of paragraph (1) shall be computed, for the Buyer, from the date that the Buyer knew or should have known of the existence of the defect or damage; and, for the Seller, from the execution date of the contract.

Conforming Object Warranty Liability Notwithstanding the Seller and the Buyer agreeing to discharge or limit the Seller's Liability for Warranty against Defect arising from the provisions set forth in Articles 540 (Liability for Warranty of Non-defective Object ), the Seller shall not be relieved of liability in regards to any defect for which the Seller had knowledge and nevertheless failed to disclose.

(1) The Seller shall bear the Obligation to deliver the Object to the Buyer at the time and place provided for in the contract. (2) Should only the time of payment of the purchase price be provided for within the contract, such time shall be presumed to apply to the delivery of the Object. (3) Should the contract not provide for either a time of delivery or a time for the payment of the purchase price, the Seller shall bear the Obligation to deliver the Object immediately upon the Buyer's demand for delivery. (4) Should the place of delivery not be provided for in the contract, the Seller shall effect the delivery, in the case of the sale of a specified Object, at the place where such specified Object were located at the time of the formation of the contract, and in such other cases, at the domicile of the Buyer. (5) Costs arising from delivery shall be borne by the Seller unless otherwise agreed to by the parties. However, should the delivery costs increase due to a change of the Buyer's address, or any act by the Buyer, the increased costs shall be borne by the Buyer.

Delivery of the Object of sale shall be effected through the actual delivery, summary delivery, assignment of possession by direction, or assignment of possession by agreement in accordance with the provisions described in Article 229 ( Assignment of possession). The delivery of an immovable may be executed through the actual delivery of the keys to the structures comprising or residing on such immovable, or of the documents evidencing title thereto.

(1) The Seller may refuse to transfer the right or to deliver the Object of the sale until the Buyer tenders payment of the purchase price. This shall not apply should the Buyer's Obligation have yet to become due or should it be agreed that the Obligation to transfer the right or to deliver the Object of sale is to be performed prior to payment of the purchase price. (2) Even should the Seller have granted the Buyer a grace period for the payment of the purchase price, if the Buyer becomes insolvent following the execution of the contract, or has concealed his/her insolvency prior to execution of the contract, the Seller may refuse to transfer the right and/or deliver the Object of sale. This shall not apply should the Buyer have provided the Seller with security or otherwise undertaken measures that have extinguished such insecurity.

(1) The Seller of a specified Object shall preserve such Object with the care of a good manager until it is delivered. The same shall apply with respect to the Seller of an Object of a specific type after specification thereof. (2) Should an Object of sale be destroyed, lost or damaged due to the Seller's failure to conform to its care Obligation set forth in paragraph (1), the Seller shall be liable to the Buyer in accordance with the terms of the contract and the provisions of Section III, Chapter Four of Book Four of this Code.

Should an Object of sale produce natural fruits before it is delivered to the Buyer, such fruits shall belong to the Seller unless otherwise agreed to between the parties. The same rule shall apply where the Object produces rents or other legal fruits.

The Buyer is obligated to pay the purchase price to the Seller and to receive the Object that the Buyer has purchased.

(1) The Buyer bears the Obligation to pay the purchase price agreed upon in the contract at the time and place agreed to in said contract. (2) Should the sales contract of a movable provide only a time for the delivery of Object of sale under the contract or the sales contract of an immovable provide only a time for the acts required for the registration of said immovable Object of sale under the contract, such time shall be presumed to apply to the payment of the purchase price. (3) Should the contract provide for neither a time for delivery of a movable Object or for acts required to register an immovable Object of sale under the contract, nor a time for the payment of the purchase price, the Buyer shall bear an obligation to pay the purchase price immediately upon the Seller's demand for payment. (4) Should the place for executing payment of the purchase price not be provided for under the contract, if the purchase price is to be paid concurrent with the delivery of the Object or acts required to register the immovable Object of sale under the contract, the Buyer shall pay the purchase price at the place at which the Seller delivers the movable Object or completes the acts required for the registration of Object of sale under the contract for immovable Objects.

Even should the payment of the purchase price be delayed, the Buyer shall not be required to pay damages for the delayed performance until he/she receives delivery of the Object of sale.

Object of sale (1) Should a third party claim interest in any Object of sale, thereby resulting in a risk to the Buyer of the loss of all or part of the right purchased by the Buyer, the Buyer may refuse to pay the purchase price in proportion to the extent of such risk. This shall not apply should the Seller have provided the Buyer with adequate security. (2) In the cases set forth in paragraph (1), the Seller may demand that the Buyer deposit an amount of the purchase price.

(1) The Buyer may refuse to pay the purchase price until the Seller tenders performance of his/her Obligation. This shall not apply if the Seller's Obligation has yet to become due or where it has been agreed that the Obligation to pay the purchase price shall be fulfilled prior to the Seller's performance. (2) Notwithstanding the Buyer granting the Seller a grace period for performance, should there be a significant risk of the Seller's non-performance, the Buyer may refuse to pay the purchase price. This shall not apply where the Seller has provided the Buyer with security or has otherwise taken actions that have extinguished such insecurity.

(1) In the event of a delay in the performance of the Buyer's Obligation to receive the Object, the Seller may demand compensation for damages or terminate the contract in accordance with the provisions set forth in Sections III and IV, Chapter Four of Book Four. (2) In the case set forth in paragraph (1), should the Object be destroyed, lost or damaged due to reasons other than the Seller’s negligence, the Buyer shall assume the risk of such destruction, loss or damage. (3) Should the Buyer refuse to receive delivery of the Object despite the Seller having tendered delivery thereof, the Seller may deposit the Object or sell it in accordance with the provisions of Article 457 (Deposit) and Article 458 (Obligor's right to sell).

(1) The Seller may, based on a special agreement for repurchase that is clearly provided for in a written contract of sale, terminate the contract by returning the purchase price paid by the Buyer and the costs described in Article 563 (Exercise of Repurchase).

(1) No period for repurchase shall exceed five years with respect to immovable Objects of sale and two years with respect to movable Objects of sale. Should a longer period have been fixed, it shall automatically be reduced to five years with respect to immovable Objects or two years with respect to movable Objects. (2) Once a period has been fixed for repurchase, it cannot subsequently be extended. (3) Should no period have been fixed for repurchase, the Seller must exercise the right of repurchase within the period set forth in paragraph (1) of this article.

(1) The Buyer may exercise any and all rights as owner. However, should such exercise contravene the purpose of the special agreement for repurchase, the Buyer shall be liable for non-performance. (2) The special agreement for repurchase shall be effective against third parties only if registered concurrent with the execution of the sale contract.

(1) The Seller shall not repurchase the Object sold unless he/she tenders the purchase price and all costs incurred in connection with the contract within the period of repurchase. (2) Should the Buyer or a subsequent transferee have incurred costs in connection with the Object, if they are necessary costs, the Seller shall provide reimbursement for the entire amount thereof, while if they are merely useful expenditures, the Seller must provide reimbursement of, at the Seller’s election, either the amount of such expenditures which the Buyer or the person who bought the Object from the Buyer made, or the increase in the value of the Object attributable to such expenditures to the extent that such increase in value continues to exist.

Objects (1) Should joint owners sell all of a jointly owned Object by entering into a single contract that includes a special agreement for repurchase, if one of the joint owners demands repurchase either of only his/her share or of the entire jointly owned Object, the Buyer need not respond to such demand. (2) Should all joint owners sell their respective shares of the jointly owned Object by entering into separate contracts that include a special agreement for repurchase, each joint owner may repurchase his/her respective share separately from the other joint owners.

Should a Seller not exercise a right of repurchase within the period fixed in accordance with Article 561 (Period for repurchase), the right of repurchase shall be extinguished, and the Buyer’s ownership shall not thereafter be subject to a demand for repurchase.

An exchange shall become effective through the mutual promise by the parties to transfer any property right other than money.

Rules relating to sale shall apply mutatis mutandis to exchange.

A gift shall refer to a contract coming into effect upon one party manifesting the intention to transfer property to another gratuitously, and the other party accepting such transfer.

Transfer of the ownership of an Object pursuant to a contract of gift shall be subject to the general principles provided in Article 133 (Creation, transfer and alteration of real rights by agreement), Article 134 (Perfection), Article 135 (Requisites of transfer of title by agreement pertaining to an immovable), Article 160 (Acquisition of ownership over immovables) and Article 187 (Acquisition of ownership over movables).

Even should a promise of gift be made, if not put into writing, either party to the gifting contract may revoke the contract by withdrawing his/her manifestation of intent. This provided that the manifestation of intent shall not be withdrawn in respect to any portion of the gift for which performance has been completed.

(1) Should the recipient commit a serious breach of trust in relation to the donor, the donor shall be entitled to rescind the gift. (2) Rescission of a gift under paragraph (1) in respect to any portion of the gift for which performance has been completed may be declared only within a period of 5 years following the occurrence of the serious breach of trust.

(1) Should the donor be reduced to a state of extreme poverty and no longer able to maintain the living standards of himself, and persons for whom he/she has Obligation to provide support, following the declaring of an intent to gift, the donor shall be entitled to rescind such gift. (2) Rescission of a gift under paragraph (1) in respect to any portion of the gift for which performance has been completed may be declared only within a period of 5 years following said performance.

In the event of a rescission of gift under Article 571 (Rescission of gift on account of breach of trust) and Article 572 (Rescission of gifts on account of poverty of donor), the donor shall be entitled to demand the return of the gift in accordance with the provisions relating to the return of unjust enrichment.

The donor shall not bear warranty liability for any defect in or absence of the Object or right that is the subject matter of the gift. This provided that it shall not apply if the donor has knowledge of the defect or absence, and fails to inform the recipient thereof.

Periodic gifts shall lose their effect upon the death of the donor or recipient.

(1) A gift for which the recipient is obliged to carry out a specified performance in order to receive the gift shall be referred to as an encumbered gift. (2) In the case of an encumbered gift, the donor shall assume the same warranty liability as a Seller to the extent of the encumbrance. (3) In the case of an encumbered gift, should one party perform, such party shall be entitled to demand that the other party perform. (4) In the absence of specific agreement, one party to a contract of encumbered gift may withhold his/her performance until the other party performs. (5) Should the recipient not execute the encumbrance, the donor of an encumbered gift shall be entitled to terminate the contract of gift in accordance with the provisions relating to termination.

(1) A gift that is to become effective upon the death of the donor shall be referred to as a Gift upon Donor’s Death. (2) The provisions relating to testamentary gifts shall apply mutatis mutandis to the effect of a Gift upon Donor’s Death.

A loan for consumption is a contract whereby one party, referred to as the Lender, assumes an Obligation to entrust the free use of money, foodstuffs, paddy or other fungible objects for a specified term to another party, referred to as the Borrower, who assumes the Obligation to return objects of the same type, quality and quantity as those received from the Lender upon the expiry of the said term.

A loan contract for consumption shall be formed through the agreement of the Lender and the Borrower alone.

Both parties shall be entitled to revoke at any time a contract of a loan for consumption without interest that is not in writing. This provided that it shall not apply to any portion of the object of the loan that has been delivered by the Lender.

(1) Should, following the formation of a contract of loan for consumption but prior to delivery of the Object thereof, the economic situation of the Borrower deteriorate and performance of the Obligation to return becomes doubtful, the Lender shall be entitled to terminate the contract. (2) Should a Lender who has terminated a contract under paragraph (1) receive interest, commission or other compensation in advance, such Lender shall return the same to the Borrower.

(1) Should a person who assumes an Obligation to deliver money or other fungible Object, other than pursuant to a loan for consumption, agrees with the Obligee to make such Object the subject of a loan for consumption, a loan for consumption shall be formed thereby. (2) In cases set forth in paragraph (1), any security right for the original Obligation shall be presumed to be transferred to the new Obligation.

(1) Interest shall refer to an amount of money or other Objects calculated by multiplying a certain percentage by the number of Objects loaned and delivered to the Borrower as compensation therefor. (2) In respect to paragraph (1), the Objects loaned and delivered to the Borrower shall be referred to as the Principal, and the percentage multiplied by the number of Objects constituting the Principal shall be referred to as the Interest Rate. (3) The parties to a loan for consumption contract may by agreement bring into existence a claim having as its subject the payment of interest. This shall assume that a claim for interest shall not come into effect unless it is in writing and bears the signature of the Borrower. (4) Should an agreement to bring into existence a claim for interest not be made in writing, and the Borrower, with awareness of the applicability of the Sentence 2 of Paragraph (3), voluntarily pays the interest, the claim shall be valid to the extent of such payment.

(1) The interest rate shall be that provided by law or by agreement of the parties. 9 See Article 315. (2) Should the parties have agreed to the payment of interest, or the payment of interest is required by law, and interest rate has not been specified by the parties, the interest rate set forth in this Code or by special law shall apply. (3) Should the interest rate agreed to by the parties exceed the interest rate provided by law, it shall have no effect unless the format of the contract complies with the form provided in paragraph (3) of Article 583(Claim for interest).

(1) The maximum interest rate refers to the upper limit for an interest rate that may be legally agreed to by the parties, as provided by law or ordinance. (2) The interest rate agreed to by the parties may exceed the legal rate provided in paragraph (2) of Article 584 (Legal interest rate and agreed-on interest rate), but may not exceed the maximum interest rate. (3) Should the agreement of the parties provide for an interest rate exceeding the maximum interest rate, such agreement shall be invalid in respect to the portion of interest that exceeds the maximum interest rate, and the Borrower shall only be obliged to pay interest calculated on the basis of the statutory maximum interest rate. (4) Should interest in excess of the maximum interest rate have already been paid, such excess portion shall be deemed to have been allocated towards the repayment of the Principal. If, even after such allocation of the excess portion to payment of the Principal, there still remains a surplus with the Lender, this must be returned to the Borrower together with damages in the form of interest at the legal interest rate calculated from the date of the payment that led to the surplus and until the date of the return of the surplus. (5) In the enforcement of this Article, should there be a difference between the amount of Principal stipulated under the contract and the number or amount of Objects actually delivered by the Lender to the Borrower, such as in the case of a Lender deducting the amount of interest that will accrue in the future from the stipulated Principal in advance and delivering the remainder to the Borrower, the number or amount of Objects actually delivered shall be taken as the Principal amount. (6) In the enforcement of this Article, money and all other Objects other than Principal received by the Lender in relation to the loan for consumption contract shall be deemed to be interest, regardless of whether they are described as inducements, rewards, commissions, survey fees or otherwise. This provided that it shall not apply to contract execution fees and expenses of repayment.

(1) Unless otherwise specifically provided, interest shall be payable upon the expiration of each year following the delivery of the object. This assumes that should the object be required to be returned prior to the expiry of one year from delivery, interest shall be paid at the time of return. (2) Should more than one year’s interest be in arrears, and the Borrower does not pay such interest despite notice from the Lender, the Lender may compound such interest into the Principal.

(1) The Lender assumes an Obligation to allow the Borrower to use the Objects in a manner that does not violate the contract. (2) From the time of delivery of the object, the Borrower may freely use, profit from and dispose of the Objects loaned and shall bear any risk of destruction or loss thereof or damage thereto that is not attributable to the fault of the Lender.

(1) In the case of a loan for consumption contract with interest, a Lender who delivers Objects that are not his/her own property shall be obliged either to acquire the ownership thereof and transfer it to the Borrower, or to substitute other Objects owned by the Lender. This provided that the Borrower shall not be entitled to demand delivery of substitute Objects after consuming the Objects. (2) Should the Lender be unable to fulfill the Obligation described in paragraph (1), the Borrower shall be entitled to terminate the contract. (3) In cases set forth in paragraphs (1) or (2), a Borrower who has accepted delivery of loaned Objects without knowing that the Lender had no title thereto may demand compensation for damages from the Lender. (4) In the case of a loan for consumption contract without interest, the provisions of paragraphs (1), (2) and (3) shall apply mutatis mutandis if the Lender has delivered Objects belonging to another person with knowledge that he/she had no right to dispose of them and without disclosing such fact to the Borrower. (5) Should a Borrower of Objects owned by a person other than the Lender return the Objects delivered or the value thereof to the owner, he/she shall be exempted from the Obligation to return such Objects vis-à-vis the Lender, except where substitute Objects have been delivered and accepted by the Borrower in accordance with paragraphs (1) or (4).

A Lender who has unknowingly delivered Objects belonging to another person and who is unable to transfer the ownership of those Objects or substitute Objects to the Borrower may terminate the contract. This provided that if the Borrower, in good faith, has a claim for compensation for damages under Article 588(Lender’s warranty liability for Objects delivered belonging to another person), such termination shall only be permitted upon such damages having been compensated.

(1) In the case of a loan for consumption contract with interest, should there be a hidden defect in any Object delivered by the Lender, the Borrower who has received the Object without knowing of the defect may demand replacement with an Object without defect and compensation for any damages. (2) In the case of a loan for consumption contract without interest, a Borrower who has received defective Objects may return the value of the defective Objects. This provided that should the Lender have known of the defect but did not advise the Borrower thereof, paragraph (1) shall apply mutatis mutandis.

(1) The Borrower bears an Obligation to return on the return date Objects of the same type, quality and quantity as those received via delivery from the Lender. (2) The Borrower of a loan for consumption with interest must pay interest according to the provisions of Article 584 (Legal interest rate and agreed-on interest rate) through Article 586 (Time of payment for interest and statutory compound interest).

(1) Should the Borrower become unable to return the Objects loaned in accordance with Article 591 (Borrower’s Obligation to return), the Borrower shall be obliged to pay the value of the Objects loaned on the date of return at the place of return. (2) Should, in a case set forth in paragraph (1), the date or place of return have not been specified, an amount of money equivalent to the value of the Objects loaned on the date and at the place of the conclusion of the contract shall be payable.

Except where provided for through specific agreement, even should the value of a currency or Object fluctuates prior to the date of return, the Borrower must return the same number or unit of currency or Object that were delivered to him.

(1) Should the parties have stipulated a date of return, the Lender shall not be permitted to demand the return of the object prior to said date. This provided that it shall not apply if the Borrower has been served with a bankruptcy notice or causes the destruction or diminishment of the security in accordance with Article 331 (Forfeiture of time benefit). (2) Should the parties have not stipulated the date of return, the Lender may give notice of a demand of return within a reasonable period of time designated by him/herself. (3) In the case of a loan for consumption contract without interest, the Borrower may return the object at any time. (4) In the case of a contact of loan for consumption with interest, the Borrower may return the object prior to the agreed date of return. This provided that if damage is thereby caused to the Lender, the Borrower must compensate for such damage in accordance with Article 330 (Beneficiary of time determination).

Should there has been no agreement between the parties concerning the place of return, the Borrower shall return the Object by bringing it to the Permanent Residence of the Lender.

(1) A Lease shall be a contract whereby one party allows another party to use and profit from a certain Object in return for compensation. (2) Objects comprising the subject of a Lease may be movable or immovable property.

A Lease shall come into effect upon one party promising to allow the other party to use and take profit from a certain Object, and the other party promising to pay rent in exchange.

(1) A Lease of an immovable may be held against a subsequent acquirer of any real property right over the immovable by virtue of the fact that the Lessee has occupied, and continuously used and profited from the leased immovable. (2) A Lessee actually occupying a leased property may exercise the same rights as the owner to demand return of a dispossessed Object, for the removal of disturbance, for the prevention of disturbance, and/or against any infringement of the Lease rights.

(1) A Lease may be entered into with or without stipulated period. (2) A Lease of an immovable not in writing shall be deemed to be a Lease without a stipulated period. (3) A Lease of an immovable for a period of 15 years or more shall comply with the provisions set forth in Article 244 (Definition of perpetual leases).

(1) The Lessee shall have the right and Obligation to use and profit from the leased property in a manner that is consistent with the contract and the nature of the Object. (2) Should the Lessee infringe upon the Obligations described in paragraph (1), the Lessor may terminate the contract. (3) The Lessor shall not interfere with the use or deriving of profits by Lessee in a normal manner.

(1) The Lessee bears the Obligation to manage the leased Object with the care of a prudent manager. (2) Should the Lessee violate the Obligation described in paragraph (1), the Lessor may terminate the contract.

The Lessor bears the Obligation to carry out repairs required for the use and profit from the leased Object.

(1) The Lessee shall not obstruct any action by the Lessor that is required to preserve the Leased Object. (2) Should the Lessor proposes to take action to preserve the leased Object against the wishes of the Lessee, and as a result of such action it becomes impossible for the Lessee to achieve the objectives for which he/she entered into the Lease, the Lessee may demand a reduction of the rental or may terminate the contract.

(1) Should the Lessee incur any necessary costs that should be borne by the Lessor, the Lessee may immediately demand reimbursement from the Lessor for such costs. (2) Should the Lessee pay for improvements or other beneficial outlays, the Lessee may demand upon the termination of the Lease that the Lessor reimburse the Lessee for the amount actually disbursed by the Lessee or the increase in value of the Object, at the discretion of the Lessor, so long as the increase in value of the Leased Object remains in effect. However, upon application by the Lessor, the court may grant a reasonable time for such reimbursement.

(1) Should the Lessee not have examined the Leased property as to whether it is compliant with the conditions mentioned in the written contract upon accepting delivery of the Object, the Lessee shall not demand that the Lessor be responsible for the difference between the conditions stated in the written contract and the actual state of the leased Object, which could have been easily found. (2) Should there be a hidden defect in the leased Object of which the Lessee was unaware, the Lessee may demand the repair of such defect or the replacement of such Object with a non-defective Object and compensation for damages. (3) The Lessor may repair a defect at the Lessor’s own expense as long as such does not unduly harm the Lessee’s interest. This provided that it does not bar any claim by the Lessee for damages. (4) In lieu of making a demand as set forth under paragraph (1), the Lessee may demand a reduction of the rent commensurate retroactive to the time that the Lessee received the delivery of the Leased Object. (5) Should, as a result of a hidden defect, it be impossible for the Lessee to achieve the purpose for which he/she entered into the Lease, the Lessee may terminate the contract. (6) Any demand for repair, replacement, reduction of rent and/or termination shall be made no later than one year from the time that the Lessee became aware or should have become aware of the fact giving rise to such demand.

(1) Should a Lessee who has leased land with the objective of profiting therefrom receive less profit than the amount of the rental due to force majeure, he/she may demand that the rent be reduced to the amount of such profit. (2) In cases set forth in paragraph (1), should a Lessee receive profits less than the amount of the rent for two or more consecutive years due to force majeure, the Lessee may terminate the Lease contract.

(1) Should a part of the Leased Object be destroyed or lost for reasons other than negligence on the part of the Lessee, the Lessee may demand a reduction in rent proportional to the part that has been destroyed or lost. (2) In cases set forth in paragraph (1), should the remaining portion alone be insufficient to enable the Lessee to achieve the purpose for which the Lease was entered into, the Lessee may terminate the Lease contract.

(1) Except in the case of perpetual Lease, the Lessee shall not be permitted to transfer his/her Lease right, or to sub-lease the leased Object, without the permission of the lessor. (2) Should, contrary to paragraph (1), the Lessee allow a third party to use or profit from the leased Object, the Lessee may terminate the Lease contract.

(1) Should a Lessee lawfully sub-leases the leased Object, the sub -lessee shall assume the Lease Obligations directly vis-à-vis the Lessor. An advance payment to the sub-lessor shall not be held as payment of the sub-lease rents to the Lessor. (2) The provisions of paragraph (1) shall not prevent the Lessor from exercising his/her rights against the Lessee.

(1) The Lessee assumes an Obligation to pay rent to the Lessor at the agreed time. (2) Should there be no specific provision in the contract concerning the time of payment of rent, it shall be paid at the end of each month in the case of movables and buildings, and at the end of each year in the case of land. This provided that if there is a harvest season the rent shall be paid without delay upon the close of such season.

Should repairs be required for the leased Object or a third party asserts any rights over it, the Lessee shall report without delay to the Lessor, except where the Lessor is already aware of such fact.

A Lease for which a term has been provided shall terminate upon the expiration of such term.

In the case of the Lease of an immovable Object, the parties shall be deemed to have agreed to a renewal of the term of such Lease unless a party has declared his/her intention to refuse to renew no later than three months prior to the expiration of the term of the Lease, in the case of a building, and no later than one year prior to the expiration of the term of the Lease in the case of land. This provided that the Lease once renewed shall be a Lease without fixed term.

For a Lease of a movable Object, should the Lessee continue to use or profit from the leased Object after the expiration of the Lease term, and moreover, the Lessor is aware of this fact and makes no objection, the Lease shall be presumed to have been renewed as a Lease without fixed term and with conditions identical to those of the former Lease except in relation to the term.

(1) Should no term be fixed for a Lease in the contract, either party may give notice of termination at any time. If the notice of termination does not fix a time of termination of the Lease contract, or the period from the time of the notice until the time of termination stated therein is less than the applicable period set forth below, the Lease contract shall terminate upon the expiration of the applicable period set forth below: a. 1 day in the case of movables; b. 3 months in the case of buildings; and c. 1 year in the case of land. (2) In the case of a Lease of land that has a harvest season, the notice of termination shall be given after the end of the harvest season and prior to the commencement of the subsequent cultivation.

Even where the parties have fixed a term for the Lease, should one or both parties have reserved the right to cancel the Lease within such term, the provisions of Article 615 (Notice of termination of Lease without fixed term) shall apply mutatis mutandis.

Termination of a Lease shall not be retroactive.

(1) Upon termination of a Lease, the Lessee shall restore the leased Object to its original condition and return it to the Lessor immediately. (2) Except for wear and tear arising through normal use, the Lessee shall be liable for repairs or pay compensation for all damage arising due to fault on his/her part.

Upon the termination of the Lease, the Lessee may remove any Object that has been attached to the leased Object.

The Lessee’s successor(s) may terminate the Lease contract should the successor(s) not wish to continue the Lease.

Any claim by the Lessor for damages for losses arising from the Lessee’s use or profit taking in breach of the purpose of the contract, and any claim by the Lessee for reimbursement of expenses disbursed by the Lessee, shall be made no later than one year following the return of the leased Object to the Lessor.

A contract whereby a landowner (Lessor) lends land or livestock to another person (Lessee) and allows the Lessee to profit therefrom subject to the sharing of the profits with the Lessor is referred to as a Profit-Sharing Lease.

Unless otherwise agreed, it shall be deemed that profits shall be shared equally.

The Lessee may only dispose of any profits distributable to himself/herself after completing the distribution of profits that are due to the Lessor.

A Loan-for-Use refers to a contract pursuant to which one party allows another party to use and profit from a certain Object free of charge.

A Loan-for-Use shall come into effect by virtue of one party receiving a certain Object from another party, subject to a promise to return it after using and profiting from it free of charge.

(1) The Borrower shall manage the Object borrowed with the care of a good manager. (2) The Borrower shall use and profit from the Object borrowed in a manner that is consistent with the contract or the nature of the Object itself. (3) The Borrower shall not allow any third party to use or profit from the borrowed Object without the permission of the Lender. (4) The Lender may terminate the contract if the Borrower breaches the provisions of paragraphs (1), (2) or (3).

(1) The Borrower shall bear the normal necessary expenses in relation to the borrowed Object. (2) Should the Borrower disburse necessary expenses other than the normal necessary expenses, such as major repairs, or beneficial expenses such as for improvements of the Object borrowed, the Borrower may demand upon the termination of the loan that the Lender reimburse the Borrower either for the amount actually disbursed by the Borrower or the increase in value of the Object borrowed, at the discretion of the Lender, so long as the increase in value of the Object borrowed remains in effect. This provided that upon application by the Lender, the court may permit a reasonable time for such reimbursement.

The Lender assumes no liability for any warranties against any defect in the Object borrowed or deficiency in the title thereto. Provided that this shall not apply where the Lender was aware of such defect or deficiency but failed to disclose such to the Borrower thereof.

(1) A loan for use with a specified term shall terminate upon the expiration of said term. (2) Should no term have been specified by the parties, but the purpose of the Loan-for-Use has been specified, the Loan-for-Use shall terminate upon the completion of its use and taking of profits in accordance with such purpose. This provided that if the use and taking of profits have not been completed on account of neglect by the Borrower, the loan for use shall terminate upon the expiration of a sufficient time for such use and taking of profits.

(1) Should neither the term nor the purpose be specified, the Lender may give notice of termination of the loan for use at any time. (2) Even before the expiration of the term or the completion of use and taking of profits, should the Lender have urgent and unforeseeable need for the loaned Object, he/she may give notice of termination for the loan.

Regardless of whether a term has been specified, the Borrower may give notice of termination for the loan. This provided that should the Lender be benefiting from such time, the Borrower shall be liable to compensate the Lender for any damage arising from the notice of termination.

A loan for use shall terminate upon the death of the Borrower.

(1) Upon termination of the Loan-for-Use, the Borrower shall restore the borrowed Object to its original state and immediately return it to the Lender. (2) Except for wear and tear arising from normal use, the Borrower shall be liable to repair or pay compensation for all damage arising due to any cause attributable to the fault of the Borrower.

Upon termination of the Loan-for-Use, the Borrower may remove any Object that has been attached to the borrowed Object.

Claims by the Lender for damages arising from the Borrower’s use or profit taking in breach of the purpose of the contract, and claims by the Borrower for reimbursement of expenses disbursed by the Borrower, shall be made no later than one year following the return of the borrowed Object to the Lender.

Mandate shall refer to a contract whereby one party, referred to as the Mandator, grants to another party, referred to as the Mandatary, the power to administer business on behalf of the Mandator.

(1) A mandate may be for value or gratuitous. If no intention is manifested that the mandate be for value, it shall be presumed to be gratuitous. Article 644(Mandatary’s right to demand remuneration) shall govern remuneration in the event that the mandate is for value.

A contract of a Mandate shall be formed through the agreement of the parties alone.

Mandatary. In such a case, should the Mandate be deemed gratuitous, the court may reduce the amount of compensation.

A Mandatary shall, if so requested by the Mandator, report the current status of the administration of the mandated business at any time, and shall provide a full account without delay upon termination of the Mandate.

(1) The Mandatary shall deliver to the Mandator monies and other Objects that he/she has received in the course of administering the mandated business. The Mandatary shall also deliver any fruits to the Mandator. (2) The Mandatary shall transfer to the Mandator rights that the Mandatary has acquired in his/her name on behalf of the Mandator.

Should the Mandatary have consumed monies for his/her personal benefit that the Mandatary was to deliver to the Mandator, or any monies that were to be used for the benefit of the Mandator, the Mandatory shall pay interest for the period from the day of such consumption. In such cases, should any damages still remain, the Mandatary shall be liable to compensate for such damages.

(1) Except as provided by special agreement, the Mandatary shall not claim remuneration from the Mandator. (2) Should the Mandatary be due to receive remuneration, the Mandatary may not claim the same until and unless he/she has performed the mandated Obligations. This provided that if the remuneration is specified with reference to a specific period, the Mandatary shall claim the same after the expiration of such period. (3) Should a Mandate terminate during its performance due to reasons not attributable to the Mandatary, the Mandatary may demand remuneration in proportion to the performance already completed.

Should costs be incurred in the administering of the mandated business, the Mandator must, at the request of the Mandatary, pay in advance for such costs.

(1) Should the Mandatary have incurred costs deemed necessary for the administration of the mandated business, the Mandatary may claim reimbursement for those costs from the Mandator and any interest on such costs calculated from the day the costs were incurred. (2) Should the Mandatary have incurred any Obligation found to be necessary for the administration of the mandated business, the Mandatary may demand the Mandator to perform the Obligation on Mandatary’s behalf, or, should the Obligation have yet to come due, to render reasonable security therefor. (3) Should the Mandatary suffer any loss due to the administration of the mandated business without negligence on the part of the Mandatary, he/she may claim compensation for such loss from the Mandator. This provided that where such loss to arise from the intentional action or negligence of a third party, the Mandatary may only claim compensation from the Mandator to the extent that the Mandatary is unable to receive compensation from such third party.

(1) A mandate may be terminated by either party at any time. (2) Should a party terminate a mandate at a time that is detrimental to the other party, the terminating party shall compensate for the damages suffered by the other party. This provided that it shall not apply where there are unavoidable grounds for such termination.

Should a mandate be terminated, such termination shall not be retroactive. This provided that it shall not preclude a claim for damages where a party has been negligent.

(1) In addition to termination pursuant to Article 647 (Termination of mandate), a mandate shall terminate based on the following grounds: a. Death of the Mandator or Mandatary; b. Declaration of bankruptcy of Mandator or Mandatary; c. Commencement of a general guardianship or curatorship for the Mandator; d. Commencement of a general guardianship or curatorship for the Mandatary; e. Dissolution of the Mandator or Mandatary should either be a juristic person; f. Merger with another entity for the Mandator or Mandatary should either be a juristic person; or g. The occurrence of any other grounds agreed to by the parties. (2) Even should the grounds described in items (a) through (g) of paragraph (1) exist, the parties may agree that the Mandate will not terminate. This provided that it shall not apply in the cases of death or commencement of guardianship of the Mandatary, or dissolution or merger of the Mandatary should it be a juristic person.

In cases where a Mandate has been terminated, should there be pressing circumstances, the Mandatary or his/her heir or legal representative shall effect any necessary dispositions until such time when the Mandator or his/her heir or legal representatives is able to take charge of the mandated business.

Regardless of whether it relates to the Mandator or to the Mandatary, no grounds for termination of a Mandate may be asserted against the other party unless said other party is given notice thereof or is aware thereof.

A Contract for Work shall refer to a contract whereby one party (the Contractor) assumes the Obligation to complete the agreed upon work and the other party (the Principal) assumes the Obligation to pay remuneration for the results of such work.

Remuneration shall be paid concurrent with the delivery of the Object of the work. This provided that if no delivery of an Object is required, the Contractor may demand the remuneration following the completion of the work.

(1) The Contractor assumes an Obligation vis-à-vis the Principal to complete the work without defects. (2) Work shall be deemed to be defective should it not conform to the nature of work agreed to. Should the nature of the work have not been agreed to, work shall be deemed to be defective if it is not fit for the purpose assumed in the contract, and should no specified use be assumed in the contract, the work shall be deemed to be defective if it is not fit for normal use. (3) Work shall be deemed to be defective if the Contractor produces work that is different from that ordered or deficient in quantity.

(1) Should the work be defective, the Principal may demand that the Contractor perform a subsequent completion within a reasonable time designated by the Principal. In such case, the Contractor, at his/her option, may either remedy the defect or re-perform said work. (2) The Contractor may refuse to perform subsequent completion if the cost thereof is excessive in comparison with the detriment resulting from the defect. (3) Should the Contractor redo the work, he/she may demand that the Principal return the defective work.

(1) After the completion of a reasonable period of time fixed for the subsequent completion of the work, the Principal may remedy any defect himself and demand payment of the cost of rectification by the Contractor. (2) Should the subsequent completion be unsuccessful, or should relying on the Contractor in effecting the subsequent completion of the work be judged to be unduly detrimental to the Principal, the Principal may remedy the defect him/herself and demand payment for the cost thereof from the Contractor. (3) In cases falling under paragraphs (1) or (2), the Principal may demand that the Contractor pay the cost of remedy in advance. (4) The provisions of paragraph (1), (2) or (3) shall not apply to cases where the Contractor has refused to effect subsequent completion on the basis of paragraph (2) of Article 655 (Demand for subsequent completion).

(1) The Principal may terminate the contract on the grounds of defect in the work in accordance with the provisions of Book Four, Chapter Four,

(1) Following the completion of a reasonable period of time fixed for subsequent completion of the work, the Principal may demand a reduction in the remuneration for the work on the grounds of defect in the work through a declaration of intent to the Contractor. The same shall apply to cases where subsequent completion by the Contractor has been unsuccessful or where relying on the Contractor to effect subsequent completion of the work is judged to be unduly detrimental to the Principal. (2) In response to the demand by the Principal described in paragraph (1), the remuneration for the work shall be reduced according to the ratio of the value of the defective work to the value of the work without defect.

(1) In lieu of or in addition to exercising his/her rights provided in Article 655 (Demand for subsequent completion) through Article 658 (Right of Principal to demand reduction in price), a Principal may demand payment for damages in accordance with the provisions of Book Four,

(1) The provisions of Article 655 (Demand for subsequent completion) through Article 659 (Principal’s right to demand damages) shall not apply in cases where the defect in the work arose as a result of the nature of the materials provided by the Principal or the directions given by the Principal. This provided that mere wishes expressed by the Principal shall not be deemed to be directions. (2) The provisions of paragraph (1) shall not apply should the Contractor have been aware that the materials or directions were not appropriate, and did not advise the Principal to such effect.

(1) The rights provided in Article 655 (Demand for subsequent completion) through Article 658 (Right of Principal to demand reduction in price) shall be exercised within a period of 1 year. (2) The period described in paragraph (1) shall be computed beginning from the time at which the Principal became aware or ought to have become aware of the defect.

Even should a special agreement have been made exempting or limiting any liability provided in Article 655 (Demand for subsequent completion) through Article 658 (Right of Principal to demand reduction in price), the Contractor shall not be entitled to any exemption or limitation of liability in respect to any fact of which he/she was aware but did not disclose to the Principal.

So long as the Contractor has not completed the work, the Principal may terminate the contract at any time by paying damages.

(1) A Contract of Employment shall be formed through the promising by one party to perform services under employment, and another party to pay wages for such services. (2) The party who promises to perform services under employment shall be referred to as the Employee and the counter-party as the Employer.

(1) At the time of conclusion of the Contract of Employment, the Employer shall specify the wages, working hours and other working conditions for the Employee. (2) The Employee may terminate the Contract of Employment immediately should the actual working conditions differ from those specified in accordance with paragraph (1).

When establishing and managing the location, facilities and equipment to be used for the Employee’s work, the Employer shall be obliged to safeguard the worker’s life, health, and similar aspects from danger.

(1) Without permission from the Employee, the Employer shall not assign his/her rights to a third party. (2) Without permission from the Employer, the Employee may not procure a third party to perform services in his/her place. (3) Should a party breach paragraph (1) or paragraph (2), the Contract of Employment may be terminated.

Employment contracts shall be governed by the provisions of the Labor Law in addition to those of this Code.

(1) Deposit Contract shall refer to a contract whereby one party, the Depositary, accepts an Object into his/her custody for a certain period of time from another party, the Depositor, and promises to return said Object to the Depositor upon the termination of the custodial period. (2) Except should there be a specific agreement, the Depositor assumes no Obligation to pay remuneration to the Depositary. This provided that the Depositary may demand reasonable remuneration from the Depositor even in the absence of specific agreement should the Depositary have executed the Deposit Contract as its own business or where there is a provision of law to this effect.

(1) A Deposit Contract shall be formed by virtue of the receipt of the delivery by the Depositary of an Object comprising the Object of the Deposit Contract in accordance with an agreement. (2) Should an Object already be in the possession of the Depositary, the Deposit Contract shall be formed by virtue of the agreement to the effect that a deposit relationship shall be formed. Should the Object be in the possession of a third party, the Deposit Contract shall be formed at the time that possession is assigned via direction.

Should there be only an agreement between the parties to form a Deposit Contract in the future, either party may revoke such agreement at any time up until the delivery of the Object of the Deposit Contract. This provided that in the case of a promise to form a Deposit Contract for value, if in breach of such promise the party who is to become the Depositary causes damage upon the other party by refusing to receive the delivery of the Object of deposit, he/she shall compensate the other party for such damage unless he/she has good reason for such refusal.

Even should the Depositor not be the owner of the Object of the deposit, the Deposit Contract shall be deemed to have been validly formed. In such case, even if a suit claiming return of the Object is filed by the owner against the Depositary, the Depositary may return the Object to the Depositor. This provided that it shall not apply where the owner’s claim is found to be valid.

(1) A Depositary shall be obligated to maintain custody of the deposited Object with the care of a good manager. (2) The Depositary shall not use the deposited Object without the consent of the Depositor.

(1) The Depositary shall be liable to pay damages should he/she destroy, loses or damage the deposited Object. This provided that it shall not apply if the Depositary proves that such destruction, loss or damage was not the result of negligence on his/her part. (2) In the case of a deposit effected at the request of the Depositary, the Depositary shall not be exempted from liability for the destruction of, loss of or damage to the Object of deposit unless he/she proves force majeure. (3) In the case of hotels, lodging houses, restaurants, bathhouses or other facilities where guests congregate, the owner of the facility who accepts deposit of Objects by guests shall not be exempted from liability for destruction of, loss of or damage to the object of the Deposit Contract unless he/she proves force majeure.

In the case of a gratuitous Deposit Contract, the court may reduce the liability of the Depositary in damages, taking into account the financial situation of both the parties and other circumstances generally.

The court may reduce the liability of the Depositary in damages should the Depositor have deposited cash, negotiable instruments or other valuable items without declaring the type and value thereof to the Depositary.

(1) The Depositary shall not, without the permission of the Depositor, entrust the custody of the Object of the Deposit Contract to any third party. (2) Should the Depositary be permitted to entrust the custody of the Object of deposit to a third party, the Depositary shall be liable for the choice of and the supervision of the sub-depositary.

(1) The provisions of Chapter 10 (Deposit) shall apply mutatis mutandis to the relationship between the Depositary and the sub-Depositary. (2) The sub-Depositary shall have the same rights and Obligations as the Depositary vis-à-vis the Depositor. (3) Should the sub-depositary return the Object of the Deposit Contract to the Depositor, he/she shall be exempted from any Obligation to return it to the Depositary.

Should a third party asserting rights with respect to the deposited object have brought a lawsuit against the Depositary, or has effected an attachment, the Depositary must notify the Depositor of such fact without delay.

Even if the parties specify the time for the return of the deposited Object, the Depositor may demand the return of the Object at any time.

(1) Should the parties have not specified the time for the return of the deposited Object, the Depositary may return the same at any time. (2) Should the timing of the return be specified, the Depositary shall not return the deposited Object prior to the due date unless due to unavoidable circumstances.

(1) The Depositary assumes the Obligation to return to the Depositor the same identical Object received at the time of the deposit. (2) Should the Depositary not be liable for the destruction of, loss of or damage to the Object of deposit, the Depositary shall be obliged to deliver to the Depositor any insurance money or other Objects received as a subrogated Object that was destroyed, lost or damaged.

Should the Depositary receive any fruits or income from the Object of the deposit, the Depositary shall deliver such to the Depositor.

(1) Should a Depositary accept a deposit of money, the Depositary shall maintain custody of it in the manner prescribed in the Deposit Contract. In such a cases, the Depositary shall not bear any Obligation to pay interest, except if specifically agreed to. (2) Should the money be able to be kept as a bank deposit, the provisions of Article 683 (Treatment of fruits) shall apply to interest.

In the case of a gratuitous Deposit Contract, the Depositor shall bear the cost of return for the Object of Deposit Contract. This provided that where the Depositary changes the location of the object, the Depositary shall bear any increase in the cost of return resulting therefrom.

(1) The Depositor shall be required to pay any expenses for the keeping of the Object of the Deposit Contract. (2) The Depositary may demand that the Depositor compensate him for any damages suffered on account of the Object of the Deposit Contract not attributable to negligence on the part of the Depositary.

In the absence of any specified provision in the Deposit Contract, the Object of the Deposit Contract shall be returned at the place where it was to be kept. This provided that should the Depositary have changed the location of the Object based on reasonable grounds, it may be returned at its current location.

The Depositary may retain the Object of the Deposit Contract until such time as the Depositor pays any expenses and damages prescribed in paragraphs (1) and (2) of Article 686 (Obligation of Depositor to reimburse for expenses).

Should a Depositary have accepted for deposit Objects of the same type from multiple Depositors and under the contract such Objects were able to be mingled together without allotment, each Depositor shall have a right proportionate to the quantity of his/her own Object over the whole of the Objects kept by the Depositary.

Should there be provision in the Deposit Contract permitting the Depositary to consume the Object of the Deposit Contract, the Depositary assumes an Obligation to return an Object of identical type and quantity to the Depositor.

Consumption The provisions governing Loans for Consumption shall apply mutatis mutandis to a Deposit Contract for Consumption under Article 690 (Deposits for consumption). This provided that should no time of return be provided within the contract, the Depositor may demand return at any time.

Deposit of an Object in Dispute shall refer to an agreement by a number of persons to the Deposit Contract with a third party an Object to which the said parties are disputing the right of possession or ownership pending the conclusive determination as to the holder of such rights.

(1) Should an Object for which multiple parties are claiming rights be in the possession of another party, the disputing parties, with the consent of the possessor of the Object, may conclude an agreement to place the Object in the custody of a third party. In such case, the the Deposit Contract shall come into force at the time of delivery of the Object in dispute by the current possessor to the third party. (2) In case set forth paragraph (1), the disputing parties may also conclude a deposit agreement deeming the current possessor as the Depositary of the Object in dispute.

A Deposit Contract for an Object in Dispute shall be invalid unless all parties claiming rights over said object consent thereto.

For Deposits of Objects in Dispute, the Depositors shall assume an Obligation to pay remuneration to the Depositary. Should there be no agreement by the parties as to remuneration, the Depositary may demand a reasonable amount of remuneration from the Depositors.

Upon the termination of the dispute, the Depositary shall return the Object to the party found to be entitled to it.

The Depositary shall not return the Object in dispute to the Depositors prior to the resolution of the dispute unless all Depositors agree thereto.

Should a dispute over possession or ownership of an Object be pending before a court, the court may order the Object in dispute to be placed in the custody of a third party even in the absence of agreement by the parties.

A Partnership Contract shall refer to a contract for the establishment of an organization without juristic person status for the purpose of carrying out a common undertaking with contributions by each party thereto.

(1) A Partnership shall refer to an organization established by agreement of partners to contribute to and carry out a common undertaking. (2) Contributions to be made by each partner may take the form of services in lieu of property rights. (3) Should a partner contributing money be late in his/her payment, in addition to interest in arrears, he/she shall be liable for any damages suffered by the partnership as a result of such delay. (4) Should any acts establishing a partnership by any party among the parties who agreed to establish the partnership become null and void or are rescinded under the provisions Section 2 (Defective Declaration of Intent and the validity of the contract) of Chapter 2 in Book Four, the partnership shall be deemed to have been established by the remaining parties. This provided that should, due to the absence of the withdrawn party, the objective of the partnership be unattainable, the partnership shall be deemed to not have been established.

(1) The contributions of the partners and all other partnership property shall be jointly owned by all the partners. (2) No partner shall seek partition of the partnership property prior to the dissolution of the partnership. This provided that, should all the partners agree, a partner may seek partition of the partnership property prior to the dissolution of the partnership. (3) A partition described in the provisions of paragraph (2) shall not be set up against a third party who has entered into a transaction with the partnership prior to the partition. (4) The partners shall not dispose of their shares in the partnership property.

(1) In the absence of any provision in the contract that mandate the business of the partnership to a particular partner or a third party, each partner shall have the power to conduct said business. This provided that the business conduct of the partnership shall be determined by a majority of the partners. (2) Should the conducting of the partnership’s business Be mandated via contract to more than one partner or a third party, said conducting shall be determined by a majority of said persons. (3) Notwithstanding the provisions of paragraphs (1) and (2), any partner or manager of the business may conduct the ordinary business of the partnership in his/her own capacity. This provided that it shall not apply should any other partner or manager object thereto before the completion of such business.

The provisions of Article 640 (Mandatary’s Obligation of care) through Article 646 (Mandatary’s right to demand reimbursement for expenses) shall apply mutatis mutandis to managing partners of a partnership.

(1) A managing partner shall not resign without good reason. Moreover the managing partner shall not be dismissed without good reason. (2) The approval of a majority of the other partners shall be obtained in order to dismiss a managing partner for good reason.

Whether or not a managing partner, all partners shall have the right to inspect the business and partnership assets.

(1) The partners shall periodically calculate the profits and losses of the business, and may demand a dividend in the event of profit. (2) Should the partners have not stipulated the ratio of distribution of profits and losses, it shall be based on the value of each partner’s contribution. (3) Should a stipulation have been made as to the distribution ratio for either profits or losses alone, such ratio shall be presumed to apply to both profits and losses.

(1) An Obligation arising from the acts of the partnership is a joint-Obligation of the partners, but such Obligation shall be performed initially from the partnership property. Should the partnership property be insufficient to perform all Obligations, each partner shall fulfill such Obligation from his/her own property. (2) Unless otherwise agreed, the proportion of each partner’s liability shall be decided according to his or her contribution.

A debtor of the partnership shall not set off his/her debt against a claim that the debtor holds against a partner.

(1) Should no period have been stipulated in the contract for the duration of the partnership, or should such duration be stipulated to be the life of a certain partner, any partner may withdraw from the partnership at any time. This provided that no partner may withdraw at a time that would be unfavorable to the partnership, except due to unavoidable circumstances. (2) Even should a duration have been stipulated for the partnership, any partner may withdraw due to unavoidable circumstances. (3) Withdrawal shall be effected via a Declaration of Intent to all the other partners.

In addition to the cases set forth in Article 709 (Voluntary withdrawal), a partner shall withdraw from the partnership upon the occurrence of any of the following events: a. Death of the partner; b. Bankruptcy; c. Being served with a declaration of commencement of guardianship; or d. Expulsion.

Expulsion of a partner may be executed only based on reasonable cause and with the consent of all other partners. This provided that the expulsion shall not be set up against the expelled partner until he/she has been given notice thereof.

(1) Accounts shall be taken between a withdrawing partner and the other partners on the basis of the status of the partnership property at the time of withdrawal. (2) Regardless of the type of contribution, the share of a withdrawing partner shall be returned in cash. (3) With regards to any matter that has yet to be concluded at the time of withdrawal, the account shall be taken upon the conclusion of such matter. (4) An expelled partner’s share shall be returned to him/her together with interest at the legal interest rate calculated from the date of notice of expulsion up to the return of the share.

(1) A partnership shall be dissolved upon the occurrence of any of the following events: a. The termination, or the impossibility of conclusion, of the business that was the objective of the partnership; b. Unanimous agreement of the partners; c. Reduction of the number of partners to one person; or d. The expiration of the duration for the partnership as stipulated in the partnership agreement. (2) Should there be unavoidable circumstances, any partner may demand dissolution of the partnership. (3) A demand under paragraph (2) shall be effected through a declaration of intent to all the other partners.

The dissolution of a partnership shall not be retroactive.

(1) Should a partnership be dissolved, liquidation shall be carried out by all partners jointly, or by a liquidator(s) appointed by the partners. (2) Unless otherwise provided in the partnership contract, the appointment of a liquidator(s) shall be determined by a majority of the partners.

Should there be more than one Liquidator, Article 702 (Method of conducting business) shall apply mutatis mutandis.

Should a liquidator(s) have been selected from among the partners by unanimous agreement of the partners, the provisions of Article 704 (Resignation or dismissal of managing partner) shall apply mutatis mutandis.

(1) The provisions of Article 71 (Duties and powers of Liquidator(s)) shall apply mutatis mutandis to the duties and powers of the Liquidator(s). (2) Surplus property shall be distributed in proportion to the value of each partner’s contribution.

(1) A Life Annuity Contract shall refer to a contract pursuant to which one party, the Annuity Debtor, promises to assume an Obligation to deliver money periodically to another party, the Annuity Creditor, or to a third party, until the death of the Annuity Debtor, Annuity Creditor or third party, and in exchange the Annuity Creditor promises to assume the burden of the Obligation to pay the Principal as consideration thereto. (2) A Life Annuity Contract shall be invalid unless in writing. (3) An Annuity Creditor shall acquire a statutory lien over the Principal delivered by the other party in exchange for the life annuity. An Annuity Creditor receiving periodic payments shall be considered to come under Article 797 (Statutory lien for sale of movables) or Article 802 (Statutory lien for construction work for immovable property) in accordance with the type of Object.

A life annuity shall be calculated on a daily basis.

(1) Should the Annuity Debtor neglect to regularly deliver the annuity or fail to perform any other duties, the counter-party may terminate the Life Annuity Contract and demand the Principal to return the counter-party to his/her prior state. This provided that the counter-party shall return to the Annuity Debtor the sum of periodic payments made up until the terminatation minus the interest made on the Principal. (2) The provisions of paragraph (1) shall not preclude a claim for damages.

Should the death of a person on whose death the life annuity is to be terminated occur due to a cause attributable to fault on the part of the Annuity Debtor, the court, on the application of the Annuity Creditor or his/her successor, may declare that the life annuity shall continue to exist for a reasonable period.

The provisions of this Chapter 12 (Life annuity) shall apply mutatis mutandis to a testamentary gift of a life annuity.

A Settlement shall be a contract involving mutual promises by parties to a dispute to terminate such dispute through concessions.

(1) In order to enter into a settlement, the parties must have the authority to perform the subject of the settlement. (2) A Settlement purporting to validate legal relations that are invalid based on a breach of statutory law or public order and good morals shall be invalid.

A Settlement contract may include provisions for a penalty to be imposed on a party breaching such contract.

Should, by virtue of the Settlement, it be admitted that one of the parties possesses the right in dispute, or that the other party does not possess such right, and thereafter it is confirmed that in fact that the first-mentioned party did not possess the right in question or that the other party did possess such right, said right shall be treated as having been transferred to the first-mentioned party, or extinguished, as the case may be, by virtue of the settlement.

Even should one of the parties have entered into a Settlement based on a mistake as to the ownership of the right or a fact that forms the basis of the calculation of the matter in dispute, if the parties have executed the Settlement by making concessions concerning the ownership of the relevant right or the existence of the fact or the value in question, the settlement shall not be rescinded on the grounds of a mistake as to the ownership of the right, the existence of the fact or the value in question.

(1) Negotiorum Gestio shall refer the management of the business on behalf of another person despite not having authorization to do so with the person conducting such management being referred to as the Manager. (2) The Manager shall take the care of a prudent manager and manage the business in accordance with the nature of the business, using the method that best conforms to the interests of that other party (the Principal). (3) Should the Manager be aware of or should be aware of the intentions of the Principal, he/she shall conduct the management in accordance with such intentions.

Should a Manager engage in Negotiorum Gestio in order to allow a Principal to escape imminent danger to the Principal’s person, reputation or property, the Manager shall not be liable to compensate for damages resulting from such danger unless he/she has acted in bad faith or with gross negligence.

The Manager shall give notice without delay to the Principal of his/her commencement of management. This shall not apply where the Principal is already aware of such fact.

A Manager must continue Negotiorum Gestio until the Principal or his/her heirs or legal representatives can take on management of such business. This provided that if it is evident that the continuation of Negotiorum Gestio is contrary to the intentions of the Principal, or is disadvantageous to the Principal, such management shall be terminated.

The provisions of Article 641 (Mandatary’s Obligation to report) through Article 643 (Mandatary’s liability to compensate for money spent) shall apply mutatis mutandis to Negotiorum Gestio.

(1) Should a manager have incurred necessary or beneficial costs on behalf of the Principal, the Manager may claim for reimbursement of those costs from the Principal. (2) Should the Manager have incurred beneficial Obligations on behalf of the Principal, the provisions of paragraph (2) of Article 646 (Mandatary’s right to demand reimbursement for expenses) shall apply mutatis mutandis. (3) Should the Manager have engaged in Negotiorum Gestio against the intentions of the Principal, the provisions of paragraphs (1) and (2) shall apply mutatis mutandis solely to the extent that the Principal is actually enriched thereby.

A Manager may demand that the Principal pay the amount of normal remuneration for the management of the business carried out by the Manager after the Principal became aware of such Negotiorum Gestio, in cases where such management is included in the occupation or business of the Manager.

(1) A person who has benefited from the property or labor of others without legal cause and has thereby caused loss to said other parties shall assume an Obligation to return that benefits to the extent that the benefits exists. (2) Should a person receive performance under a contract, if such contract is or becomes void, the person receiving the performance shall assume an Obligation to return said benefit from performance to the person who tendered such performance, in the same manner as under paragraph (1).

(1) Should a person receiving benefit under Article 736 (Requirements concerning and effect of unjust enrichment) have been aware that there was no legal cause or that the contract was void, said person shall be obliged to return any benefit existing at the time he/she became aware of said fact together with interest thereon. (2) A person who has received benefit under a contract that has been invalidated due to intent or negligence of such person shall be obliged to return such benefit together with interest in the same manner as under paragraph (1) (3) The person receiving the benefit under paragraphs (1) or (2) shall be obliged to compensate for any damages suffered by the person who incurred the loss.

A person who tenders any Object as performance of an Obligation that does not exist may demand the return of the Object tendered. This provided that, where such person was aware at the time of performance that the Obligation did not exist, he/she may not demand the return of the Object tendered.

Should an Obligor have tendered anything as performance of an Obligation that has yet to come due, the Obligor may not demand the return of the Object tendered. This provided that, if the Obligor tendered any Object without being aware that the Obligation has yet to come due, the Obligee must return the benefits gained as a result of receiving performance prior to the due date.

(1) Should a party that is not an Obligor have tendered an Object as performance of an Obligation under the mistaken belief that the Obligation is his/her own, such party may demand the return of the Object tendered by such performance. This provided that, should the Obligee, being unaware of the mistake on the part of the person who tenders the Object as performance and believing that this constitutes a valid performance of the Obligation, destroys the documentary evidence of the existence of the Obligation or waives security there over, the person who tenders an Object as performance shall not demand the turn of the Object tendered by such performance. (2) The provisions of paragraph (1) shall not preclude the person who performed such Obligation from exercising his/her right of subrogation against the Obligor.

Under Chapter 15 (Unjust Enrichment), should a demand by a person who has suffered loss seek the return of benefits from another and such demand would be in breach of public order and good morals or any law regarding public order, such demand shall be prohibited.

For the purposes of this Chapter, an intentional or negligent act is either of the following types of acts: a. An act that harms another where the actor has foreseen that a particular result would occur but accepted the occurrence of such result; or b. An act with respect to which: (i) a person having the same profession or experience as the actor could have foreseen that a particular result would normally occur from such act, but failed to foresee the results due to an absence of due care; and (ii) the actor obligated to prevent the occurrence of such result but neglected to fulfill such duty.

(1) A person who intentionally or negligently infringes on the rights or benefits of another in violation of law shall be liable for the payment of damages occurring as a result. (2) Paragraph (1) shall apply mutatis mutandis to cases where damages have occurred due to non-performance of a certain act with respect to which the actor is obligated to perform such act. (3) Except as otherwise provided in this Code or in other laws, the person seeking damages must prove the intent or negligence of the tortious actor, the causal relationship between the actions of the tortious actor, the damages that occurred, and the damages suffered by the injured party.

The person liable under the provisions of Article 743 (Elements of general tort and burden of proof) must also pay damages other than property damage.

(1) A minor under the age of 14 shall not be held liable for tortious acts. (2) A person who, due to mental defect or other reason, lacks the capacity to understand the legal ramifications of their actions when committing a tortious act shall not be held liable in tort. This shall not apply where the person's condition was invited through intent or negligence.

(1) A person who has a legal duty to supervise a minor under the age of 14 or a person who, due to mental defect, lacks the capacity to understand the legal ramifications of their actions is liable for damages caused to others by the actions of the minor or person lacking capacity. (2) A person who has a legal duty to supervise a minor 14 years old or older is jointly liable with the minor for damages caused to others by the actions of the minor. (3) A person under a duty of supervision who is liable for damages pursuant to paragraph (2) may avoid liability by proving that he/she had fulfilled his/her duty to provide regular and consistent supervision.

(1) A person who uses an Employee to perform work is liable for damages caused in violation of law to another in the performance of that work by the Employee through the Employee’s intent or negligence. (2) A person charged with supervising an Employee in place of the Employer bears the same liability as the Employer. This shall not apply where supervision was properly performed. (3) An Employer or substitute supervisor may demand compensation from the Employee in proportion to the Employee’s degree of negligence.

(1) Should a director or other legal representative of a juristic person intentionally or negligently causes harm to another in violation of law in the exercise of such person's duties, the juristic person shall be liable for the payment of damages. (2) A juristic person that pays damages in accordance with paragraph (1) may demand compensation from the representative who committed the tortious act.

(1) Should a public official who exercises the public authority possessed by the national government or a governmental entity intentionally or negligently harm another in violation of the law in the course of his/her public duties, the national government or governmental entity is liable for the payment of damages. (2) In the case described in paragraph (1), the national government or governmental entity may demand compensation from the public official should the official's act constitute a serious breach of the official’s duty to avoid a tortious result.

The possessor of an animal is liable for damages for any harm caused to another by the possessed animal.

(1) Should an unreasonably dangerous defect exist in a manufactured movable and harm results to another due to such defect, the manufacturer of the movable shall be liable for damages. This shall not apply where the defect could not have been discovered based on the scientific standards existing at the time of manufacture. (2) The manufacturer of a movable that contains a defective part or material shall be liable for the same damages as the manufacturer. (3) For the purposes of this Article, the importer of an imported movable shall be deemed as the manufacturer. (4) For the purposes of This Article, a person who affixes his/her name on a movable as a manufacturer or distributor shall be deemed the manufacturer.

A person who owns or manages an automobile or other transportation apparatus, an explosive item, a radioactive substance, a toxic chemical, a toxic organism or any other highly dangerous item shall be liable for damages for any harm caused to another thereby. This shall not apply where the harm occurred due to unavoidable circumstances, or where there was no failure in the person's management of the dangerous item and the harm was caused by an act of the injured party or a third party.

(1) Should harm result due to a defect in the installation or control of a structure affixed to or appurtenant to land, the person managing said structure and the owner of the structure shall be jointly liable for damages. However, the person managing the structure shall be exempted from liability if he/she proves that he/she exercised proper control over the structure. (2) The relative proportions of liability between the person managing the structure and the owner of the structure shall be determined in accordance with their relative contributions to the defect in the installation or control of the structure.

(1) Should harm be caused jointly by the acts of several persons, each actor is jointly liable for the resulting harm. (2) In the case set forth in paragraph (1), should a joint tortfeasor prove his/her individual percentage contribution to the damages, such actor shall be liable only for that percentage of the total damages. This shall not apply where it is determined that the actors engaged in a conspiracy or otherwise colluded in causing the harm. (3) Should a joint tortfeasor voluntarily pay the entire amount of damages, the joint tortfeasor may demand indemnification from the other jointfeasors in accordance with their respective contributions to the damages.

(1) An act of justifiable self-defense is a harmful act that is made against an unlawful harmful conduct and is necessary in order to defend the physical well-being or the property of oneself or another from such conduct, and involves a situation in which the harmful conduct and the act of self-defense are closely related in time and there is no disparity in the means of self-defense employed and the severity of the harmful conduct. (2) An act of emergency escape is an act that causes harm to another but was necessary in order to defend the physical well being or the property of oneself or another from a present or impending danger, and involves a situation in which there is no disparity in the means of emergency escape and the severity of the danger.

(1) A tortfeasor shall be excused from responsibility for harm caused by the tortfeasor where the injured party consented to or assumed the risk of such harm. This shall not apply where such consent or assumption of risk contravenes prevalent social standards. (2) A person who causes harm while engaged in justifiable self-defense or emergency escape shall not be held responsible for harm that results therefrom. In such case, the person committing the unlawful act that gives rise to such justifiable self-defense or emergency escape shall be held responsible for the resulting harm. (3) A person who commits an act that is deemed reasonable and acceptable under prevalent social standards shall not be held responsible for the harm caused thereby.

(1) Damages shall be paid in money in principle. (2) Should money not provide an appropriate remedy, the injured party may demand restitution or injunctive relief. (3) A person who suffers harm to their honor or reputation may demand, in addition to damages, that the tortfeasor take measures to restore the injured party's honor or reputation, such as in the form of a published apology.

(1) When calculating the economic loss caused by a tortious act, the difference between the economic situation that would be presumed to exist had the tortious act not occurred and the actual economic situation after the tortious act occurred shall be calculated using statistics and other materials to the greatest extent possible. (2) When calculating the mental or emotional distress caused by a tortious act, damages shall be determined by taking into account such factors as the degree of culpability of the tortious actor, the type and degree of harm, and the tortious actor's conduct after committing the tortious act.

Should an Object be destroyed or damaged through a tortious act, the injured party may seek compensation for the price of the damaged or destroyed Object, the cost of repair, or other such consequential remedies.

(1) Should an injured party die as the result of a tortious act, such injured party shall acquire a right to demand damages for economic harm and emotional distress suffered prior to death. As used herein, economic harm shall include medical expenses which have already been paid or which the injured party is obligated to pay from the date of the tortious act until the date of death, as well as other expenditures, income which the injured party was unable to receive between the date of the tortious act and the date of death. (2) Should a person who is obligated by law, custom or contract to provide support to a dependent dies as the result of a tortious act, the dependent may demand damages for economic harm suffered as a result of the injured party's death. As used herein, economic harm includes support that the dependent was unable to receive as a result of the injured party's death, expenditures made in place of the injured party, funeral expenses and other such expected financial benefits or reimbursements. (3) Should the injured party die as a result of a tortious act, the injured party's spouse, relatives within the first degree of consanguinity and relatives living in the same household as the injured party may demand damages for the emotional distress they have suffered due to the injured party's death.

Should an injured party suffer bodily harm as a result of a tortious act, the injured party may demand damages for economic harm and emotional distress suffered thereby. As used herein, economic harm includes medical expenses already paid or expected to be paid in the future, loss of income while receiving medical treatment, future income that cannot be received due to the residual effects of the injury and other such matters. As used herein, emotional distress includes emotional distress suffered while receiving medical treatment, future emotional distress, and other similar forms of emotional distress.

Where a person’s honor or reputation is damaged by a tortious act, the injured party may seek damages for mental or emotional distress accompanying the decline in such person’s social standing.

Should an injured party receive a gain or benefit from the result of a tortious act, the amount of such gain or benefit shall be deducted from the amount of recoverable damages when such damages are calculated.

Should the negligence of the injured party or that of a person under a duty to supervise the injured party have contributed to the occurrence or aggravation of the injury, the court may take the degree of contribution of such negligence into account when calculating the amount of recoverable damages.

The right to demand damages on account of a tortious act shall be extinguished by prescription upon the expiration of three years from the time that the injured party or such party's legal representative became aware that he/she is entitled to seek damages against the tortious actor, or ten years from the time that the tortious act occurred.