民法

If a certain quantity is expressed in characters or in figures more than once, and if there is inconsistency in them, the fewest shall be governed when the court cannot ascertain the real intent of the parties.

The legal capacity of a person commences from the moment of live birth and terminates at death.

An unborn child is considered as if it were already born with regard to its interests, except it was subsequently born dead.

1An absent person who has disappeared for more than seven years may be declared dead by the court upon the application of any interested person or the public prosecutor.

2If the absent person was over eighty years of age and has disappeared for more than three years, he may be declared dead.

3If the absent person was in a catastrophe, he may be declared dead when it has been over a year after the end of the catastrophe.

1A person who had been declared dead is presumed to be dead at the date fixed in the judgment.

2In the absence of proof to the contrary, the time of death specified in the preceding paragraph shall be the date of expiration of the period specified in the preceding article.

The property of an absent person, after his absence and up to the declaration of death, shall be administered according to the Family Act.

When there have been two or more persons perished in a catastrophe and if the sequence of their death could not be proven, they are presumed to be dead simultaneously.

Majority is attained upon reaching the eighteenth year of age.

1The minor, who has not reached their seventh year of age, has no capacity to make juridical acts.

2The minor, who is over seven years of age, has a limited capacity to make juridical acts.

1With respect to any person who is not able to make declaration of intention, receive declaration of intention, or who lacks the ability to discern the outcome of the declaration of intention due to mental disability, the court may order the commencement of guardianship at the request of the person in question, his/her spouse, any relative within the fourth degree of kinship, a prosecutor, a competent authority, an organization of social welfare, an assistant, an agent of adult guardianship by agreement or any other interested person.

2When the cause of guardianship ceases to exist, the court must revoke the order of the commencement of guardianship at the request of the applicant set forth in previous paragraph.

3The court may order the commencement of assistantship, based on paragraph 1 of Article 15-1, if application of commencement of guardianship does not meet the requirement enforced in paragraph 1 of this Article.

4If the cause of guardianship ceases to exist, yet assistantship is necessary, the court, based on paragraph 1 of Article 15, may order the commencement of assistantship to replace the commencement of guardianship.

A person who has become subject to the order of the commencement of guardianship has no capacity to perform any juristic act.

1With respect to any person who has insufficient capacity to make declaration of intention, receive declaration of intention, or who lacks the ability to discern the outcome of the declaration of intention due to mental disability, the court may order the commencement of assistance at the request of the person in question, his/her spouse, any relative within the fourth degree of kinship, a prosecutor, a competent authority or an organization of social welfare.

2When the cause of assistance ceases to exist, the court must revoke the order of the commencement of guardianship at the request of the applicant set forth in previous paragraph.

3If a person who is the subject to the order of commencement of assistance is in need of guardianship, the court, under paragraph 1 of Article 14, may change the order to the commencement of guardianship.

1A person under assistance must obtain the consent of his/her assistant if he/she intends to perform any of the following acts; provided, however, that, this shall not apply to any act relating to pure legal benefit or the necessity based on the person’s age, status, and daily life

2(1) being a responsible person of a sole proprietorship, of a partnership company, or of a juristic person;

3(2) making loans for consumption, consumption deposit, a guaranty, a gift, or a trust;

4(3) taking any procedural action;

5(4) agreeing to compromise, conciliation, adjustment, or signing arbitration contract;

6(5) performing any act with the purpose of obtaining or relinquishing any right regarding real estate, vessels, aircrafts, vehicles, or other valuable property;

7(6) performing partition of the inheritance, legacy, waiving the right to inheritance, or any other related right;

8(7) performing any other act, at the request of the person or his/her assistant, appointed by the court under previous provision.

9The provisions of Articles 78 to 83 shall apply mutatis mutandis to conditions not agreed by assistant according to the provisions of the preceding paragraph.

10The provision of Article 85 shall apply mutatis mutandis to acts, agreed by the assistant and under section 1 of paragraph 1, performed by a person under assistance.

11With respect to any act which requires the consent of the assistant under paragraph 1, if the assistant does not give consent in cases where the interest of the person under assistance is unlikely to be prejudiced, the court may, at the request of the person under assistance, give permission.

No one shall be permitted to waive his legal capacity or capacity to make juridical acts.

1No one shall be permitted to waive his liberty.

2Any limitation to liberty shall not be against public policy or morals.

1When one's personality is infringed, one may apply to the court for removing. When one's personality is in danger of being infringed, one may apply for prevention.

2In the preceding paragraph, an action for damages for emotional distress may be brought only it is otherwise provided by the act.

If one's right to use his name is infringed, one may apply to the court for removing of infringement and for damages for emotional distress.

1A person who resides in a place with the intention of remaining there permanently, upon presence of supporting fact, is to establish his domicile at that place.

2Every person has at all times one domicile, and no person has more than one domicile at a time.

The domicile of a person who has no or is limited in capacity to make juridical acts is the domicile of his guardian.

1A person's residence is deemed to be his/her domicile in either of the following circumstances

2(1) when his/her domicile cannot be certified.

3(2) when he/she has no domicile in Taiwan except when lex domicilli governs.

Where a person has chosen a residence for a specific purpose, the residence is deemed to be his domicile with regard to that purpose.

A person, who has left his domicile with the intention of repealing it, upon presence of supporting fact, is to repeal the domicile.

A juridical person is established only according to this code or any other acts.

Within the limits prescribed by acts and regulations, a juridical person is capable of enjoy rights and assume duties with the exception of those rights and obligations which are exclusively appertaining to natural persons.

1A juridical person must have at least one director. If there is more than one director, the execution of affairs of the juridical person shall be decided by a majority of all directors unless otherwise provided by its bylaw.

2The director represents the juridical person within the management of its affairs. If there is more than one director, each director may represent the juridical person unless otherwise provided by its bylaw.

3No restriction imposed upon the representative right of a director may be a valid defense against any bona fide third party.

4A juridical person may have one or more controllers to control the execution of its affairs. If there is more than one controller, each controller may exercise his right of control respectively unless otherwise provided by its bylaw.

A juridical person is jointly liable with the wrongdoer for the injury caused by its directors or other persons who are entitled to represent the juridical person in the performance of their duties.

The domicile of a juridical person is the location of its principal office.

A juridical person can not be established unless it has been registered with the authorities concerned.

If a juridical person, after its registration, fails to register any entry which should have been registered, or to register any amendment to any of the entries already registered, such entry or amendment therein should not be a valid defense against any third party.

The activities of a licensed juridical person are subject to the supervision of the authorities concerned. The authorities concerned may examine the juridical person's financial situation and ascertain whether it has violated the conditions of the license and other legal requirements.

1The director or controller of a licensed juridical person who disobeys the supervising order of, or obstructs the inspection by the authorities concerned, may be punished with a fine not exceeding five thousand Yuan.

2If the director or controller set forth in the preceding paragraph violates the act, regulation, or bylaw to such an extent that may endanger interests of the public or the juridical person, the authorities concerned may apply to the court for dismissing his position and make other necessary arrangement.

If a juridical person violates any conditions under which the license has been granted, the authorities concerned may revoke the license to the juridical person.

1When a juridical person is in a state of insolvent, the director shall immediately apply to the court for the declaration of bankruptcy.

2If the director fails to make the preceding application, so that the creditors of the juridical person incur the injury, he who is negligent shall be liable for the injury. If more than one director is negligent, they shall be liable for the injury jointly.

When the purpose or the activity of a juridical person violates the act, public policy or morals, the court may declare to dissolve the juridical person upon the application of the authorities concerned, the public prosecutor, or any interested person.

The liquidation of a dissolved juridical person shall be dealt with by its director, unless otherwise provided its bylaw or by the resolution of the general meeting of members.

If the appointment of the liquidator cannot be made under the preceding article, the court may appoint the liquidator by its authority or upon the application of the authorities concerned, public prosecutor, or interested person.

Whenever necessary, the court may discharge the liquidator from his duties.

1A liquidator shall do the following duties:

2(1) Wind up the business or affairs of the juridical person.

3(2) Claim the obligatory rights and discharge the debts.

4(3) Deliver the remaining assets to the persons entitled thereto.

5The dissolved juridical person, before the end of its liquidation, is deemed to continue existence insofar as it is necessary for the liquidation.

Unless otherwise provided by this General Provisions, the procedure of liquidation shall be carried out in conformity mutatis mutandis with the provisions governing the liquidation of a company limited by shares.

1The liquidation of a juridical person shall be subject to the supervision of the court. The court may at any time make inspection and disposition necessary for its supervision.

2Whenever to revoke the license to or order the dissolution of a juridical person, the authorities concern shall notify the court simultaneously.

3If a juridical person was dissolved in accordance with its bylaw or the resolution of its general meeting of members, the director shall report to the court within fifteen days after the dissolution.

A liquidator who violates the supervising order of the court or obstructs the inspection of the court may be punished with a fine not exceeding five thousand Yuan. A director who violates the provision in the third paragraph of the preceding article may be punished with the same fine.

1After a juridical person has been dissolved and its debts have been discharged, unless otherwise provided by the act, the remaining assets shall be assigned according to its bylaw, or the resolution of the general meeting of members. Upon the dissolution of a charitable juridical person, its remaining assets shall not be assigned to any natural person or profit-seeking group.

2Without such provisions in the act, in the bylaw, or of a resolution of the general meeting of members as provided in the preceding paragraph, the remaining assets of a juridical person shall be assigned to the municipal corporation in which the juridical person is domiciled.

A business corporation acquires juridical personality according to the particular act.

Before the registration, a charitable corporation shall obtain the license of its authorities concerned.

1Those who want to establish a corporation shall draw up its bylaw which shall contain the following entries:

2(1) Purpose;

3(2) Name;

4(3) The number, term of office, appointment and dismissal of the director; and same of the controller, if any;

5(4) The conditions and procedures for calling the general meeting of members and the method for authentication of its resolution;

6(5) The contributions of the members;

7(6) The acquisition and loss of membership;

8(7) The date of the bylaw be drawn up;

1When a corporation is established, the following entries shall be registered:

2(1) Purpose;

3(2) Name;

4(3) The principal and branch offices;

5(4) The name and domicile of the director; and same of the controller, if any;

6(5) The total assets;

7(6) The date of the license, if the corporation should be licensed;

8(7) The way of contributions, if any;

9(8) The name of the director who represents the juridical person, if any;

10(9) The period of duration, if any;

11The application for the registration of a corporation shall be submitted by the director to the authorities concerned where its principal and branch offices are located. A copy of its bylaw shall be annexed to the application for registration.

Without violating the provisions of articles 50 to 58, the bylaw may provide for the organization of the corporation and the relations between the corporation and its members.

1The supreme organ of a corporation is the general meeting of its members.

2The following entries shall be passed by the resolution of the general meeting of members:

3(1) The alteration of the bylaw;

4(2) The appointment and dismissal of the director and the controller;

5(3) The supervision of the director and the controller in doing of their duties;

6(4) The removal of members for good causes.

1The general meeting of members shall be called at least once a year by the director; if the director does not call the general meeting, the controller may call it.

2When over one-tenth of the members of a corporation request the director to call a general meeting, expressing the purpose of the meeting and the reason for its calling, the director shall call the meeting accordingly.

3After the receipt of above request, if the director does not call the meeting within one month, the member, who have made the request, with the authorization of the court, may call the meeting.

4The notice of calling, unless otherwise provided by the bylaw, shall be given to the members 30days in advance. The agenda of the general meeting shall be specified in the notice.

1Unless otherwise provided by this Code, the resolution of the general meeting of members shall be passed if it passed by a majority of its members present.

2The voting right of each member is equal.

3Unless otherwise limited by the bylaw, a member may delegate another with a written document to exercise his voting right, but each person may act as proxy for one member only.

4Any member who has conflict of interests in the matter under resolution of the general meeting of members which may damage the corporation shall not vote or exercise as a proxy to vote.

1The resolution concerning the alteration of the bylaw of a corporation shall be passed at a meeting at which the majority of the members of the corporation are present, and by a majority of over three-fourths of the members present, or when over two-thirds of the members of the corporation declare their consent in writing.

2The alteration of the bylaw of a licensed corporation shall be approved by the authorities concerned.

1The members may withdraw from the corporation at any time unless the bylaw requires that the members have to remain until the end of the business year, or the expiration of notice period of withdrawal.

2The period of notice in the preceding paragraph shall not exceed six months.

1The member who is withdrew or dismissed has no claim for the property of the corporation unless otherwise provided by the bylaw of a non-charitable corporation.

2The member in the preceding paragraph continues to be liable for his share of the contributions which has become due before his withdrawal or dismissal.

1If the calling procedure or the method of a resolution of a general meeting of members violates the act, regulations, or the bylaw of the corporation, any member may apply to the court to revoke the resolution within three months after the resolution, except the member who was present and did not make objection against the calling procedure or the method of the resolution at the meeting.

2The content of the resolution passed by the general meeting of members which violates the act, regulations, or the bylaw of the corporation shall be void.

A corporation may be dissolved, at any time, by a resolution of the general meeting of members passed by a majority vote of over two-thirds of the members of the corporation.

When the affairs of a corporation can not be proceeded any more according to its bylaw, the corporation may be dissolved by the court upon the application of the authorities concerned, public prosecutor, or any interested person.

Before registration, a foundation shall be licensed by the authorities concerned.

1Those who want to establish a foundation shall draw up an act of endowment, except in the case of endowment by will.

2The act of endowment shall provide the purpose of the foundation and the assets endowed.

3When a foundation is established with endowment by will, and there is no executor, the court may appoint an executor upon the application of the authorities concerned, public prosecutor, or any interested person.

1When a foundation is established, the following entries shall be registered:

2(1) Purpose;

3(2) Name;

4(3) The principal and branch offices;

5(4) The total assets;

6(5) The date of the license;

7(6) The name and domicile of the director, and same of the controller, if any;

8(7) The name of the director who represents the juridical person, if any;

9(8) The period of duration, if any.

10The application for the registration of a foundation shall be submitted by the director to the authorities concerned of the place where its principal and branch offices are located. A copy of its act of endowment or the will shall be annexed to the application for registration.

The organization and method of administration of a foundation shall be stipulated by the founder in the act of endowment or will. If the organization or the important method of administration, as provided in the act of endowment or will, is insufficient, the court may take necessary disposition upon the application of the authorities concerned, public prosecutor or any interested person.

In order to maintain the purpose of a foundation or preserve its assets, the court may alter the foundation's organization upon the application of the founder, the director, authorities concerned, public prosecutor, or any interested person.

The act of the director of a foundation, which violates the act of endowment, may be declared void by the court, upon the application of the authorities concerned, public prosecutor or any interested person.

If the purpose of a foundation can not be completed because of change of circumstances, the authorities concerned may, after considering the intent of the founder, change the purpose and the necessary organization of the foundation, or dissolve it.

1Real property is land and things which are constantly affixed thereto.

2The products of the real property, if they are not separated therefrom, constitute a part of the real property.

Personal property is any thing except real property mentioned in the preceding article.

1Accessories are things which are not part of the principal thing, but usually facilitate its utilization and belong to the same owner. However, if there is a particular custom in trade, such custom shall be prevalent.

2The disposition of a principal thing extends to its accessories.

1Natural profits are products of the earth, animals, and other products which are produced from another thing without diminution of its substance.

2Civil profits are interest, rentals and other revenue derived from the legal relation.

1A person who is entitled to the natural profits of a thing acquires the profits which are separated from the thing for the duration of his right.

2A person who is entitled to the civil profits of a thing acquires them in proportion to the number of days for the duration of his right.

A juridical act which violates an imperative or prohibitive provision of the act is void except voidance is not implied in the provision.

A juridical act which is against public policy or morals is void.

A juridical act which does not follow the formality required by the act is void unless otherwise provided by the act.

1If a juridical act whereby a person profiting by the difficulties, recklessness or inexperience of another causes to be delivered or promised pecuniary payment to such an extent that under that circumstances, the transaction is obviously unfair, the court may revoke the juridical act or reduce the payment upon the application of any interested person.

2The application mentioned in the preceding paragraph must be made within one year from the date of the juridical act.

The expression of intent of a person who has no capacity to make juridical acts is void. An expression is also void which is made by a person who, though not without capacity to make juridical acts, in a condition of unconsciousness or mental disorder.

A person who has no capacity to make juridical acts shall be represented by his guardian for making or receiving an expression of intent.

The making or receiving of an expression of intent of a person who is limited in capacity to make juridical acts must be approved by his guardian, except when the expression of intent relates to the pure acquisition of a legal advantage, or to the necessaries of life according to his age and status.

A unilateral act made by a person limited in capacity to make juridical acts without the approval of his guardian is void.

A contract made by a person limited in capacity to make juridical acts without the approval of his guardian is valid upon the acknowledgement of the guardian.

1The other party to the contract mentioned in the preceding article may fix a period, not less than one month, and request the guardian to answer definitely within such period whether he acknowledged the contract or not.

2If the guardian does not give a definite answers within the period mentioned in the preceding paragraph, it shall be deemed as refusal.

1After the cause for which a person's capacity to make juridical acts is limited has ended in existence, his acknowledgement of the contract which he has previously made has the same effect as that of his guardian.

2The provision of the preceding article applies mutatis mutandis to the case provided in the preceding paragraph.

Before the acknowledgement of the contract made by a person who is limited in capacity to make juridical acts, the other party to the contract may withdraw it, except he knew that the approval of the guardian had not been given, when the contract was made.

A juridical act made by a person who is limited in capacity to make juridical acts is valid if such person has induced the other party, by using fraudulent means, to believe that he had capacity to make juridical acts or that he had obtained the approval of his guardian.

A person who is limited in capacity to make juridical acts is able to dispose of the property which his guardian has approved him to dispose of it.

1If the guardian of a person who is limited in capacity to make juridical acts has approved the latter to run business independently, such person has capacity to make juridical acts concerning the said business.

2If the person limited in capacity to make juridical acts is unable to run the business thus approved, his guardian may revoke or restrict his approved, but it shall not be a valid defense against any bona fide third party.

An expression of intent shall not be void for the expresser did not intend to be bound by it, except the fact was known to the other party.

1A fictitious expression of intent made by the expresser in collusion with other party is void, but the voidance can not be a valid defense against any bona fide third party.

2If the fictitious expression of intent was intended to conceal another juridical act, the provisions of the act with respect to such another juridical act shall apply.

1If the expression was acting under a mistake as to the contents of his expression of intent, or had known the situation of affairs, he would not make the expression; he may revoke the expression; provided that the mistake or the ignorance of the affairs was not due to his own fault.

2If a mistake in respect to the qualification of the other party or the nature of a thing is regarded as essential in trade, it shall be deemed a mistake as to the contents of the expression of intent.

If an expression of intent has been incorrectly transmitted by the person or institution employed for its transmission, it may be revoked under the same conditions as provided in the preceding article.

The right of revocation provided in the preceding two articles would be extinguished after one year from the date of expression.

If a expression of intent is revoked according to Article 88 or Article 89, the expresser is bound to compensate for any injury which the other party or any third party may have sustained by relying upon the validity of the expression, except the injured party knew, or might know, of the ground on which the expression was revocable.

1An expression of intent which is procured by fraud or by duress may be revoked by the expresser. If the fraud was done by a third party, the expression may be revoked only under the circumstances that the other party knew, or might know the affairs.

2The revocation of an expression of intent on the ground of fraud can not be a valid defense against the bona fide third party.

The right of revocation in the preceding article must be exercised within one year from the date when the fraud was discovered or when the duress ceased. But it can not be exercised after ten years since the expression of intent.

An expression of intent inter presents becomes effective at the moment when the person to whom it is made understands it well.

1An expression of intent inter absents becomes effective at the moment when the notification of the expression reaches such other party, except when the withdrawal of the notification previously or simultaneously reaches such other party.

2The fact that after the notification of the expression the expresser dies, or becomes no capacity to make juridical acts, or is limited in capacity to make juridical acts, shall not null the expression of intent.

If an expression of intent is made to a person with no capacity or limited in capacity to make juridical acts, it becomes effective when the notification of the expression reaches the guardian of the person.

If an expresser, not due to his fault, is ignorant of name and residence of the other party, the notification of the expression may be effected by the service by publication according to the Civil Procedure Code.

In the interpretation of an expression of intent, the real intention of the parties must be sought rather than the literal meaning of the words.

1If a juridical act is subject to a suspenseful condition, it becomes effective on the fulfillment of the condition.

2If a juridical act is subject to a resolutory condition, it ceases to be effective on the fulfillment of the condition.

3If the effect of the fulfillment of the condition shall commence at another time than the time of fulfillment of the condition according to particular agreement of the parties, such particular agreement shall govern.

If the party of a conditional juridical act has, during the pending of the fulfillment, made any act damaging the interests which the other party would have derived from the fulfillment of the condition, he is liable for any injury resulting therefrom.

1If the fulfillment of a condition is prevented by improper means of the party to whose disadvantages it would operate, the condition is deemed to have been fulfilled.

2If the fulfillment of the condition is brought about by improper means of the party to whose advantages it would operate, the condition is deemed not to have been fulfilled.

1If a juridical act is subject to a time for its commencement, it becomes effective when the time arrives.

2If a juridical is subject to a time for its ending, it ceases to be effective when the time arrives.

3The provision of Article 100 shall apply mutatis mutandis to the case under the preceding two paragraphs.

1An expression of intent which an agent makes in the name of the principal within the scope of his delegated power takes effect directly to the principal.

2If an expression of intent which is required to be made to the principal is made to his agent, the provision of the preceding paragraph shall be mutatis mutandis applied.

The effectiveness of an expression of intent made by or to an agent is not impaired by the fact that he is limited in the capacity to make juridical acts.

1If the effectiveness of an expression of intent of an agent is impaired by the lack of intent, by fraud, or by duress, or by knowledge, or by culpable ignorance of certain circumstances, the existence of the fact shall be determined with regard to the agent.

2But if the agent derives his authority from a juridical act and the expression of intent was made following the definite instructions of the principal, the existence of the fact shall be determined with regard to the principal.

Without the consent of the principal, an agent shall not make a juridical act in the name of his principal with himself in his own name, nor shall he, as an agent of a third party, make a juridical act in the name of the principal with such third party, except when the juridical act consists exclusively in the performance of an obligation.

The limitation or withdrawal of the delegated power shall not be a valid defense against any bona fide third party, except the ignorance of the third party is due to his fault.

1The delegated power is terminated in accordance with the legal relation from which it is delegated.

2The delegated power may be withdrawn for the duration of the legal relation from which it is delegated, except when according to the nature of the legal relation it can not be withdrawn.

At the termination or withdrawal of the delegated power, the agent shall return the written delegation of agency to the party who gave it; he has no right to retain it.

If one who has no delegated power to make a juridical act as an agent of another person, he is liable for the injury to the bona fide other party.

If a part of a juridical act is void, the whole juridical act is void; however, if the juridical act could exist excluding the void part, the other part remains valid.

If a void juridical act satisfies the requirement of another juridical act, the latter is valid if under the circumstances it may be assumed at its validity would have been intended by the parties on knowing of the voidance of the former.

When a party made a void juridical act knew or might know that it was void, he shall be liable to recover the status of things to its original condition, or to compensate for any injury arising therefrom.

1If a juridical act has been revoked, it is deemed to have been void ab initio.

2If a juridical act which is revocable was known or might have been known to the parties concerned, the provision of the preceding article shall apply mutatis mutandis to the revocation of the juridical act.

Unless it is otherwise agreed upon, the acknowledgement of a voidable juridical act makes the juridical act valid from the moment when it was made.

1The revocation or acknowledgement of a juridical act shall be made by an expression of intent.

2If the other party is known, the declaration of intent shall be made to him.

If the validity of a juridical act depends upon the consent of a third party, the giving or the refusal of the consent may be declared to either one of the parties.

1The disposition of any object which is made by a person without title is effective only upon the acknowledgement of the person entitled.

2If the person without title acquires title to the object after having made a disposition , the disposition is valid ab initio, but interests obtained by the original interested party or any third party shall not be affected thereupon.

3In the preceding paragraph, if several incompatible dispositions have been made, only the earliest disposition is valid.

The provisions of this chapter apply, unless otherwise provided, to the calculation of dates and periods specified in acts and regulations, judgments, or juridical acts.

1If a period is fixed by hours, it shall commence immediately.

2If a period is fixed by days, weeks, months, or years, the first day is not included in the calculation.

1If a period is fixed by days, weeks, months, or years, it ends with the ending of the last day of the period.

2If a period fixed by weeks, months, and years does not commence from the beginning of a week, month, or year, it ends with the ending of the day which proceeds the day of the last week, month, or year which corresponds to that on which it began to commence. But if there is no corresponding day in the last month, the period ends with the ending of the last day of the last month.

If an expression of intent is required to be made or a performance is to be effected on a specific date or within a specific period, and if the specific day or the last day of the specific period falls on a Sunday, commemoration day, or any other holiday, the day following the holiday takes it place.

1The month or the year specified in this code is to be calculated in accordance with the official calendar.

2If a period is fixed by months or years in such a manner that they does not calculate consecutively, a month is reckoned as thirty days, a year as three hundred and sixty-five days.

1The age of a person is counted from his birthday.

2If the month and the day of birth of a person are impossible to ascertain, he is presumed to have been born on the first day of July. If the month is known and the day is impossible to ascertain, he is presumed to have been born on the fifteenth day of the said month.

Unless shorter periods are provided by the act, a claim is extinguished by prescription if it is not exercised within fifteen years.

If the claim is for the payment of interest, dividends, rentals, maintenance, pensions, and other periodical prestations falling due at sated intervals of one year or less, each successive payment of the claim is extinguished by prescription if it is not exercised within five years.

1The claim with regard to the following is extinguished by prescription if not exercised within two years:

2(1) Charges for lodging, food or seats, for the price of articles for consumption, and for disbursements, made by inn, restaurants and places of entertainment;

3(2) Charges for transportation and for disbursements, made by the carrier;

4(3) Rentals due to a person who carries on a business of letting personal property;

5(4) Fees, charges for medicine and remuneration of medical practitioners, pharmacists and nurses, and the disbursements made by them;

6(5) Remuneration of attorneys, certified public accountants and public notaries, and the disbursements made by them;

7(6) Restoration of things received from the parties to an action by attorneys, certified public accountants and public notaries;

8(7) Remuneration of technical experts and undertakers, and the disbursements made by them;

9(8) Price of goods or products supplied by merchants, manufactures and those who practice handmade arts.

Extinctive prescription starts from the moment when the claim may be exercised. If the claim is for the forbearance of an act, the prescription starts from the time of act.

1Extinctive prescription is interrupted by any one the following causes:

2(1) A demand for the satisfaction of the claim;

3(2) An acknowledgement of the claim;

4(3) An action brought for the satisfaction of the claim;

5Any of the following entries is equivalent to bring an action:

6(1) Application for issuance of an order for payment in accordance with a hortatory procedure;

7(2) Application for conciliation or submission to arbitration;

8(3) Representation of a compromise on credit or a claim in a bankruptcy process;

9(4) Notice of the pending action;

10(5) Institution of proceedings in execution or application for compulsory execution.

If a prescription is interrupted by the making of a demand, and if an action has not been brought for the satisfaction of the claim within six months from the date of the demand, the prescription is deemed not to have been interrupted.

If a prescription is interrupted by bring an action, and is withdrawn or dismissed as non-conformable to the act by a final judgment, the prescription is deemed not to have been interrupted.

If a prescription is interrupted by an application of an order for payment, and if the application is withdrawn, or dismissed by a judgment, or the order for payment ceases to be effective, the prescription is deemed not to have been interrupted.

If a prescription is interrupted by an application for conciliation or submission to arbitration, and if the application for conciliation is withdrawn, or dismissed, or the conciliation fail, or the submission to arbitration is withdrawn, or no award can be made in the arbitration, the prescription is deemed not to have been interrupted.

If a prescription is interrupted by presentation of a compromise on credit or a claim in bankruptcy process, and if the presentation is withdrawn, the prescription is deemed not to have been interrupted.

If a prescription is interrupted by notice of the pending action, and if no action is brought within six months after termination of the pending action, the prescription is deemed not to have been interrupted.

1If a prescription is interrupted by institution of proceedings in execution, and if the order for execution is vacated upon the application of the person entitled, or by reason of the non-fulfillment of legal requirements, the prescription is deemed not to have been interrupted.

2If a prescription is interrupted by an application for compulsory execution, and if the application is withdrawn or dismissed, the prescription is deemed not to have been interrupted.

1If a prescription has been interrupted, it recommences from the time when termination of the cause of the interruption.

2If a prescription has been interrupted by bringing an action, it recommences from the moment when the action is decided by a final judgment on the merits or otherwise terminated.

3If the claim is ascertained by a final judgment on the merits or a ground of execution having the same effect as a final judgment on the merits, and if the original prescription was less than five years, the prescription recommenced after interruption shall be five years.

The interruption of a prescription takes effect among the parties, their successors and assignees only.

If a prescription can not be interrupted owing to force majeure or any other unavoidable cause at the ending of the period for the prescription, the said prescription is not complete until the expiration of one month from the time when such obstruction ends.

The prescription of a claim in favor of or against the property of a succession is not complete until the expiration of six months from the moment when the successor is ascertained, the administrator is appointed or the bankruptcy is declared.

If a person who has no capacity to make juridical acts or has a limited capacity to make juridical acts is left without a guardian within six months before the ending of the period for prescription, the said prescription is not complete until the expiration of six months from the time when such person reaches capacity to make juridical acts or when his guardian enters upon his duties.

The prescription of a claim against the guardian of person, who has no capacity to make juridical acts or has a limited capacity to make juridical acts, is not complete until the expiration of one year after his legal relation to the guardian has discontinued.

The prescription of a claim of a husband against his wife or of a wife against her husband is not complete until the expiration of one year after the marriage has dissolved.

1After the completion of a prescription, the debtor is entitled to refuse to perform his obligation.

2If any prestation is made in satisfaction of a claim extinguished by a prescription, the debtor may not demand the return of the prestation on the ground that he was ignorant of the prescription. The preceding rule applies to a contractual acknowledgement of obligation and to the giving of security for the obligation.

1Although a claim for which there is a mortgage, a lien, or a right of retention has been extinguished by a prescription, the creditor is still entitled to satisfy him out of the things mortgaged, liened, or retained.

2The provision of the preceding paragraph does not apply to a claim for interest or other successive payments of periodical prestations when the claim has been extinguished by prescription.

The effect of prescription of the principal claims extends to the accessory claim, unless otherwise provided by the act.

The period of prescription may not be extended or reduced by juridical acts. The advantage of prescription may not be waived in advance.

1A right can not be exercised for the main purpose of violating public interests or damaging the others.

2A right shall be exercised and a duty shall be performed in accordance with the means of good faith.

A person acting in defense of his own rights or the rights of another against immediate unlawful infringement thereof is not liable to compensate for any injury arising from his action. But if anything is done in excess of what is required for necessary defense, he is still liable to make a reasonable compensation.

1A person acting to avoid an imminent danger menacing the life, body, liberty or property of himself or of another is not liable to compensate for any injury arising from his action, provided the action is necessary for avoiding the danger and does not exceed the limit of the injury which would have been caused by the said danger.

2Under the circumstances specified in the preceding paragraph, if the person so acting is responsible for the occurrence of the danger, he is liable to compensate for any injury arising from his act.

In order to protect his rights, a person who restrains, seizes, or destroys the liberty or the property of another is not liable to compensate for any injury arising therefrom, provided the assistance of the court or other relevant authorities could not be obtained in due time and there was a fact that if the person did not act immediately, the exercise of his rights would be rendered impossible or manifestly arduous.

1According to the provision of the preceding article, a person who restrains the liberty or seizes the property of another shall apply immediately to the court for assistance.

2If the application mentioned in the preceding paragraph is dismissed or is not made in time, this person is liable to compensate for any injury arising from his action.

1When the parties have reciprocally declared their concordant intent, either expressly or impliedly, a contract shall be constituted.

2If the parties agree on all the essential elements of the contract but have expressed no intent as to the non-essential elements, the contract shall be presumed to be constituted. In the absence of an agreement on the above-mentioned non-essential elements, the court shall decide them according to the nature of the affair.

1A person who offers to make a contract shall be bound by his offer except at the time of offer he has excluded this obligation or except it may be presumed from the circumstances or from the nature of the affair that he did not intend to be bound.

2Exposing goods for sale with their selling price shall be deemed to be an offer. However, the sending of pricelists is not deemed to be an offer.

An offer ceases to be binding if it is refused.

An offer made inter presentes ceases to be binding if it is not accepted at once.

An offer made inter absentes ceases to be binding if it is not accepted by the other party within the time during which notice of acceptance may be expected to arrive under ordinary circumstances.

If a period of time for the acceptance of the offer has been fixed, the offer ceases to be binding if it is not accepted within such period.

1If an acceptance arrives late though it should usually arrive within a reasonable time by its transmitting manner, and this might be known to the offerer, the offerer should immediately notify the acceptor of such delay.

2If the offerer delays the notice specified in the preceding paragraph, the acceptance shall be deemed to have arrived without delay.

1An acceptance which arrives late, except under the circumstances in the preceding article, shall be deemed to be a new offer.

2An acceptance with amplifications, limitations or other alterations shall be deemed to be a refusal of the original offer and the making of a new offer.

1In cases where according to customs or owing to the nature of the affair, a notice of acceptance is not necessary, the contract shall be constituted when, within a reasonable time, there is a fact, which may be considered as an acceptance of the offer.

2The provision of the preceding paragraph shall be mutatis mutandis applied when at the time of offer the offerer has waived notice of acceptance.

1If a notice of withdrawing an offer arrives after the arrival of the offer itself, though it should usually arrive before or simultaneously with the arrival of the offer within a reasonable time by its transmitting manner, and this might be known to the other party, the other party so notified should notify the offerer immediately of such delay.

2If such other party delays the notice specified in the preceding paragraph, the notice of withdrawing the offer shall be deemed to have arrived without delay.

The provisions of the preceding article shall apply mutatis mutandis to the withdrawal of acceptance.

1When a public notice promises to reward the person for his performance of a particular act, it is a rewarding public notice. The promisor is bound to deliver the reward to the person who has performed the act.

2When the act specified in the preceding paragraph has been successively performed by several persons, it is the person who has performed first acquires the claim for reward; when the act has been performed jointly by several persons or performed simultaneously by several persons respectively, it is these persons who acquire the claim for reward jointly.

3In the preceding paragraph, if the promisor has delivered the reward in good faith to the person who has first notified his performance, the obligation of the promisor to deliver the reward shall be extinguished.

4The provisions of the preceding three paragraphs shall apply mutatis mutandis to the person who has performed such act specified in the public notice without knowing of this notice.

If there is a specific right acquired because of the performance of an act in the preceding article, this right shall belong to the person who has performed the act, unless otherwise notified in the public notice.

1When a promise of reward made by a public notice is withdrawn before the act is performed, the promisor is bound to compensate the person performing the act in good faith for the injury arising therefrom, unless the promisor can prove that the person could have never performed the act. The compensation shall not exceed the amount of the promised reward.

2When there is a period of time fixed for the performance in the public notice, the promisor is presumed to waive his withdrawing right.

If a public notice promises to reward the person who has performed a particular act, notified within a certain period of time and has been evaluated as the best, it is a rewarding public notice for the best. The promisor is bound to deliver the reward in the completion of the evaluation.

1The evaluation in the preceding article shall be proceeded by the person appointed in the public notice. If there is no any appointment in the public notice, it shall be proceed with the manner decided by the promisor.

2The evaluation according to the provision of the preceding paragraph shall be binding on the promisor and the promisee.

If there are several persons evaluated as the best, unless otherwise notified in the public notice, these persons acquire the claim for reward jointly.

The provision of Article 164-1 shall apply mutatis mutandis to the rewarding public notice for the best.

If it is agreed between the parties that a contract shall be made in a certain definite form, the contract is presumed to be not constituted before the completion of such form.

1If a contract is made for the obligations of the transferring, creation, or altering of rights over the real property, it shall be made in the notarization made by the notary public.

2A contract not notarized according to the provision of the preceding paragraph could still be valid if the parties have agreed on the transferring, creation, or altering of rights over the real property and have completed the recordation.

If authority of agency is conferred by a juridical act, it shall be made by an expression of intent to the agent or to the third party with whom the delegated act is transacted.

If there are several agents, the delegated act shall be transacted by them jointly, unless otherwise provided by the act or the principal's expression of intent.

A person, who by his own acts represents he has conferred the authority of agency to another person, or who knows that another person declares himself to be his agent and failed to express a contrary intent, shall be liable to the third party as a person who has conferred that authority, except the third party knew, or might know of the absence of authority.

1A juridical act made in the name of an agent by a person of no authority of agency shall not be effective to the principal except it is acknowledged by the principal.

2In the case specified in the preceding paragraph, the other party to the juridical act may fix a reasonable period and request the principal to declare definitely whether he acknowledges it or not. If the principal does not give a definite answer within the specified period, the acknowledgement shall be deemed to have been refused.

[The expression of intend in]A juridical act made by a person of no authority of agency may be withdrawn by the other party to the act before the acknowledgement of the principal, except where such other party knew of the absence of authority at the time of the act.

A person, who manages an affair of another person without a mandate or obligation, shall manage the affair in conformity with the principal's expressed or presumptive wishes and in the manner beneficial to the principal.

1The manager shall notify the principal without delay at the beginning of the management in so far as the notice is possible. If there is no urgency, he shall wait for the instructions of the principal.

2The provisions of Articles 540 to Article 542 concerning Mandate shall apply mutatis mutandis to Management of Affairs without Mandate.

1If the undertaking of the management of the affair is against the principal's expressed or presumptive wishes, the manager is bound to compensate the principal for any injury arising from his management, even if no negligence is in his act.

2The provision of the preceding paragraph shall not apply if the undertaking of the management of the affair is in order to fulfill an obligation of public interests for the principal or to fulfill a statutory duty of the principal to furnish maintenance to others, or the principal's wishes are against the public policy or morals.

If the undertaking of the management of the affair is in order to avert an imminent danger which threatens the life, body or property of the principal, the manager is not responsible for any injury derived from his management, except in case of bad faith or gross negligence.

1If the management of the affair is beneficial to the principal and is not against his expressed or presumptive wishes, and where the manager has, for the principal, made necessary or beneficial expenses, or assumed debt, or suffered injury, he is entitled to claim against the principal for the reimbursement of such expenses plus interest commencing from the date of outlay, or the payment of such debt, or compensation for the injury sustained.

2In the cases provided by the second paragraph of Article 174, the manager may still have the claim in the preceding paragraph, even if the undertaking of the management of the affair is against the principal's wishes.

1If the management of the affair does not accord with the provisions of the preceding article, the principal may still be entitled to the interests derived from the management. But the obligation specified in the first paragraph of the preceding article of the principal towards the manager shall be only to the extent of the interests he acquired.

2The provision of the preceding paragraph shall apply mutatis mutandis to the situation when the manager knew it was another person's affair but still managed for his own interests.

If the management of the affair is acknowledged by the principal, unless otherwise expressed by the parties, from the beginning of the management, the provisions concerning Mandate shall be applied.

A person who acquires interests without any legal ground and prejudice to the other shall be bound to return it. The same rule shall be applied if a legal ground existed originally but disappeared subsequently.

1In any of the following cases, the prestation shall not be claimed to return:

2(1) If the prestation was for the performance of a moral obligation;

3(2) If the prestation made by the debtor for the performance of an undue obligation;

4(3) If the person who has made a prestation for the purpose of performing an obligation knew, at the time of performance, that he was not bound to perform;

5(4) If the prestation was made for an unlawful cause. Except when the unlawful cause exists only with regard to the recipient.

In addition to the interests received, a recipient unjustly enriched shall return whatever he acquired by virtue of such interests. If restitution is impossible by reason of the very nature of the interests or by reason of any other circumstance, he shall be bound to reimburse the value.

1The recipient, who did not know of the absence of the legal ground and the interests have no longer existed, is released from the obligation to return the interests or reimburse the value.

2If the recipient knew of the absence of the legal ground at the time of the receipt, or if he was subsequently aware of it, he shall be bound to return the interests acquired at the time of the receipt or such interests still existing at the time when he was aware of the absence of the legal ground plus the interest and to make compensation for the injury, if any.

When the recipient unjustly enriched transferred gratuitously whatever he has received to a third party, and therefore the recipient is released from his obligation to return the interests, such third party shall be bound to make restitution to the extent which the recipient is released from his obligation.

1A person who, intentionally or negligently, has wrongfully damaged the rights of another is bound to compensate him for any injury arising therefrom. The same rule shall be applied when the injury is done intentionally in a manner against the rules of morals.

2A person, who violates a statutory provision enacted for the protection of others and therefore prejudice to others, is bound to compensate for the injury, except no negligence in his act can be proved.

1If several persons have wrongfully damaged the rights of another jointly, they are jointly liable for the injury arising therefrom. The same rule shall be applied even if which one has actually caused the injury cannot be sure.

2Instigators and accomplices are deemed to be joint tortfeasors.

1An official, who has intentionally committed a breach of duty which he ought to exercise in favor of a third party and therefore prejudice to such third party, is liable for any injury arising therefrom. If the breach is the result of this official's negligence, he may be held liable to compensate only in so far as the injured person is unable to obtain compensation by other means.

2In the case mentioned in the preceding paragraph, if the injured person who may obviate the injury by making use of a legal remedy has intentionally or negligently omitted to make use of it, the official shall not be liable to compensate for the injury.

1A person of no capacity or limited in capacity to make juridical acts, who has wrongfully damaged the rights of another, shall be jointly liable with his guardian for any injury arising therefrom if he is capable of discernment at the time of committing such an act. If he is incapable of discernment at the time of committing the act, his guardian alone shall be liable for such injury.

2In the case of the preceding paragraph, the guardian is not liable if there is no negligence in his duty of supervision, or if the injury would have been occasioned notwithstanding the exercise of reasonable supervision.

3If compensation cannot be obtained according to the provisions of the preceding two paragraphs, the court may, on the application of the injured person, take the financial conditions among the tortfeasors, the guardian and the injured person into consideration, and order the tortfeasors or his guardian to compensate for a part or the whole of the injury.

4The provision of the preceding paragraph shall apply mutatis mutandis to cases where the injury has been caused to a third party by a person other than those specified in the first paragraph in a condition of unconsciousness or of mental disorder.

1The employer shall be jointly liable to make compensation for any injury which the employee has wrongfully caused to the rights of another in the performance of his duties. However, the employer is not liable for the injury if he has exercised reasonable care in the selection of the employee, and in the supervision of the performance of his duties, or if the injury would have been occasioned notwithstanding the exercise of such reasonable care.

2If compensation cannot be obtained according to the provision of the preceding paragraph, the court may, on the application of the injured person, take the financial conditions of the employer and the injured person into consideration, and order the employer to compensate for a part or the whole of the injury.

3The employer who has made compensation as specified in the preceding paragraph may claim for reimbursement against the employee committed the wrongful act.

The proprietor is not liable for the injury wrongfully caused by an undertaker to the rights of another in the course of his work, unless the proprietor was negligent in regard to the work ordered or his instructions.

1If injury is caused by an animal, the possessor is bound to compensate the injured person for any injury arising therefrom, unless reasonable care in keeping according to the species and nature of the animal has been exercised, or unless the injury would have been occasioned notwithstanding the exercise of such reasonable care.

2The possessor may claim for reimbursement against the third party, who has excited or provoked the animal, or against the possessor of another animal which has caused the excitement or provocation.

1The injury, which is caused by a building or other work on privately owned land, shall be compensated by the owner of such building or work, unless there is no defective construction or insufficient maintenance in such building or work, or the injury was not caused by the defectiveness or insufficiency, or the owner has exercised reasonable care to prevent such injury.

2In the case of the preceding paragraph, if there is another person who shall be responsible for the injury, the owner making compensation may make a claim for reimbursement against such person.

1The manufacturer is liable for the injury to another arising from the common use or consumption of his merchandise, unless there is no defectiveness in the production, manufacture, process, or design of the merchandise, or the injury is not caused by the defectiveness, or the manufacturer has exercised reasonable care to prevent the injury.

2The manufacturer mentioned in the preceding paragraph is the person who produces, manufactures, or processes the merchandise. Those, who attach the merchandise with the service mark, or other characters, signs to the extent enough to show it was produced, manufactured, or processed by them, shall be deemed to be the manufacturer.

3If the production, manufacture, process, or design of the merchandise is inconsistent with the contents of its manual or advertisement, it is deemed to be defective.

4The importer shall be as liable for the injury as the manufacturer.

If an automobile, motorcycle or other motor vehicles which need not to be driven on tracks in use has caused the injury to another, the driver shall be liable for the injury arising therefrom, unless he has exercised reasonable care to prevent the injury.

The person, who runs a particular business or does other work or activity, shall be liable for the injury to another if the nature of the work or activity, or the implement or manner used might damage to another. Except the injury was not caused by the work or activity, or by the implement or manner used, or he has exercised reasonable care to prevent the injury.

1A person who has wrongfully caused the death of another shall also be bound to make compensation for the injury to any person incurring the medical expenses, increasing the need in living, or incurring the funeral expenses.

2If the deceased was statutorily bound to furnish maintenance to a third party, the tortfeasor shall also make compensation to such third party for any injury arising therefrom.

3The provision of the second paragraph of Article 193 shall apply to the compensation of the preceding paragraph.

1If a person has wrongfully damaged to the body or health of another, and caused the injured person to lose or decrease his laboring capacity, or to increase the need in living, the tortfeasors shall be bound to make compensation to the injured person for any injury arising therefrom.

2The court may, on the application of the parties, order the compensation of the preceding paragraph to be made in periodical payments of money, but the court shall compel the tortfeasor to furnish security.

In case of death caused by a wrongful act, the father, mother, sons, daughters and spouse of the deceased may claim for a reasonable compensation in money even if such injury is not a purely pecuniary loss.

1If a person has wrongfully damaged to the body, health, reputation, liberty, credit, privacy or chastity of another, or to another's personality in a severe way, the injured person may claim a reasonable compensation in money even if such injury is not a purely pecuniary loss. If it was reputation that has been damaged, the injured person may also claim the taking of proper measures for the rehabilitation of his reputation.

2The claim of the preceding paragraph shall not be transferred or inherited, except a claim for compensation in money has been promised by contract or has been commenced.

3The provisions of the preceding two paragraphs shall be mutatis mutandis applied when a person has wrongfully damaged to another's status based on the relationship to their father, mother, sons, daughters, or spouse in a severe way.

If a person has wrongfully damaged to a thing which belongs to another, the injured person may claim to make compensation for the diminution of the value of the thing.

1The claim for the injury arising from a wrongful act shall be extinguished by prescription, if not exercised within two years from the date when the injury and the person bound to make compensation became known to the injured person. The same rule shall be applied if ten years have elapsed from the date when the wrongful act was committed.

2A person bound to make compensation shall, even after the completion of prescription under the preceding paragraph, return to the injured person in accordance with the provisions concerning Unjust Enrichment whatever he has acquired through a wrongful act and therefore prejudiced to the injured person.

If a person acquires a claim against the injured person by a wrongful act, the latter may still refuse to perform even if the claim for avoidance has been extinguished by prescription.

1By virtue of an obligation, the creditor is entitled to claim a prestation from the debtor.

2A prestation may consist in something which cannot be valued in money.

3A prestation may consist in forbearance.

1When the object of the prestation is determined only in kind, if its quality cannot be determined by the nature of the juridical act or the intent of the parties, the debtor must deliver a thing of medium quality.

2In the case of the preceding paragraph, if the debtor has done whatever is necessary for the delivery of such a thing, or if, with the consent of the creditor, he has designated a thing to be delivered, such thing is designated as the object of the prestation.

When the object of the obligation is a prestation of a particular kind of currency in vogue and when at the time of prestation this currency is no longer in vogue, the debtor shall make prestation in another currency in vogue.

When the object of the prestation is expressed in a foreign currency in vogue, the debtor may make prestation in currency of the Republic of China at the market rate of the place and time of prestation, except it has been agreed upon by the parties that prestation shall be made in the foreign currency in vogue.

In the case of a debt bearing interest, if no rate has been fixed by the contract or by the act, the rate shall be five percent (5%) per annum.

1If the agreed rate of interest is over twelve percent (12%) per annum, the debtor may at any time after one year has elapsed discharge the capital, but he shall notify the creditor one month before.

2The right of discharge specified in the preceding paragraph shall not be excluded or limited by the contract.

If the agreed rate of interest exceeds sixteen percent (16%) per annum, the exceeded part of the agreement is invalid.

The creditor shall not cunningly obtain interests by discounting or by any other way, except the interest specified in the preceding article.

1Interest shall not be added to capital and again bear interest; unless otherwise agreed by the parties in writing that the creditor may add interest to the capital after interest has been in arrears for more than one year and has not been paid notwithstanding the demand of the creditor.

2The provision of the preceding paragraph does not apply in case there is a different trade custom.

When the prestation is to be selected from among several prestations, the right of choice belongs to the debtor, unless otherwise provided by the act or by the contract.

1Either the creditor or the debtor who has the right of choice shall exercise it by an expression of intent to the other party.

2If a third party has the right of choice, he shall exercise it by an expression of intent to both the creditor and the debtor.

1If there is a fixed period for exercising the right of choice and it is not exercised within such period, the right of choice will be transferred to the other party.

2If there is no fixed period for exercising the right of choice, the party who has no such right may, when the obligation becomes due, fix a reasonable time and notify the other party to exercise his right of choice within such time. If the other party does not exercise his right of choice within the fixed period, the right of choice will be transferred to the party who notified.

3If the choice is to be made by a third party and such person is unable or unwilling to exercise it, the right of choice will be transferred to the debtor.

If one of the several prestations is impossible from the beginning or becomes impossible subsequently, the obligation exists only in the prestations which remain possible, except the party who has no right of choice shall be responsible for the impossibility.

The effect of the choice is retroactive back to the time when the obligation occurred.

1Unless otherwise provided by the act or by the contract, a person who is bound to make compensation for an injury shall restore the injured party to the status quo before the injury.

2If the restoration of the status quo ante shall be paid in money, interest shall be added from the time of the injury.

3Under the circumstances of the first paragraph, the creditor may claim the necessary expenses for restoration instead of the restoration.

If the person who is bound for the restoration of the status quo ante does not perform his obligation within a reasonable period fixed by the creditor, the latter may claim compensation in money for the injury sustained.

If it is impossible or obviously and greatly difficult for the restoration of the status quo ante, the injury sustained shall be compensated in money.

1Unless otherwise provided by the act or by the contract, the compensation shall be limited to the injury actually suffered and the interests which have been lost.

2Interests which could have been normally expected are deemed to be the interests which have been lost, according to the ordinary course of things, the decided projects, equipment, or other particular circumstances.

If there are injury suffered and interests acquired derived from the same reason, the interests acquired shall be deducted from the amount of the compensation claimed.

1If the injured person has negligently contributed in causing or aggravating the injury, the court may reduce or release the amount of the compensation.

2If the reason of a grave injury was unknown to the debtor and the injured person has omitted to call the attention of the debtor beforehand, or to avert, or mitigate the injury, the injured person will be deemed to be negligently contributed in the injury.

3The provisions of the preceding two paragraphs shall apply mutatis mutandis to the situation when the agent of the injured person or the person performing the obligation for the injured person has negligently contributed to the injury.

When the injury was not caused intentionally or grossly negligently, and if the compensation would gravely affect the livelihood of the person responsible for it, the court may reduce the amount of the compensation.

1If a person who is bound to make compensation for the loss or damage of a thing or a right, he may claim from another, who is entitled to claim for the injury, for the transfer of the claims which the latter has against the third party by virtue of his ownership of the said thing, or by virtue of the said right.

2The provisions of Article 264 shall apply mutatis mutandis to the situation of the preceding paragraph.

（Repealed）

1The debtor shall be responsible for his acts, whether intentional or negligent.

2The extent of responsibility for one's negligence varies with the particular nature of the affair; but such responsibility shall be lessened, if the affair is not intended to procure interests to the debtor.

Where the debtor is a person of no or limited in capacity to make juridical acts, his responsibility shall be determined according to the provisions of Article 187.

Responsibility for intentional or gross negligent acts shall not be released in advance.

A person who is answerable for such care as he is accustomed to in the management of his own affairs, shall still be responsible for his gross negligent acts.

A debtor shall be responsible for the intentional or negligent acts of his agent and of the person performing the obligation for him to the same extent as he is responsible for his own intentional or negligent acts. Unless otherwise agreed upon by the parties.

1The debtor will be released from his obligation to perform if the performance becomes impossible by reason of a circumstance to which he is not imputed.

2If the debtor is entitled to claim compensation for the injury against a third party in consequence of the impossibility of the performance under the preceding paragraph, the creditor may claim against the debtor for the transfer of the claim for the injury, or for the delivery of the compensation he has received.

1If the performance becomes impossible by reason of a circumstance to which the debtor is imputed, the creditor may claim compensation for any injury arising therefrom.

2In the case specified in the preceding paragraph, if one part of the performance becomes impossible and the remaining part, if performed, will be of no interests to the creditor, the creditor may refuse the performance of the remaining part and claim compensation for the injury arising from complete non-performance.

1If a debtor incompletely performs his obligation by reason of a circumstance to which the debtor is imputed, the creditor may execute his right according to the provisions of the default or the impossibility of the performance.

2In addition to the injury arising from the incomplete performance in the preceding paragraph, the creditor may claim compensation for other injuries arising therefrom, if any.

If the creditor's personality has been injured by reason of the debtor's non-performance, the debtor shall be bound to compensate for the injury in compliance mutatis mutandis with the provisions of Article 192 to Article 195 and Article 197.

1If there is change of circumstances which is not predictable then after the constitution of the contract, and if the performance of the original obligation arising therefrom will become obviously unfair, the party may apply to the court for increasing or reducing his payment, or altering the original obligation.

2The provision in the preceding paragraph shall apply mutatis mutandis to the obligation not arising from the contract.

（Repealed）

1When there is a definite period fixed for the performance of an obligation, the debtor is responsible for the default from the moment when such period expires.

2When there is no definite period fixed for the performance of the obligation, and when the creditor may demand the performance, but the debtor failed to perform the same after the creditor has notified him of the demand, the debtor is responsible for the default from the moment when he has been notified. The effect of instituting an action for performance and the service of the complaint, or the service of an order for payment according to the hortatory process, or any other similar act is equivalent to a notice.

3If there is a period fixed for the performance in the notice of the preceding paragraph, the debtor is responsible for the default from the moment when such time expires.

The debtor is not being responsible for the default if the prestation has not been made by reason of circumstances to which he is not imputed.

1When the debtor is in default, the creditor is entitled to claim compensation for any injury arising therefrom.

2So long as the default continues, the debtor under the preceding paragraph shall also be responsible for any injury arising from circumstances of force majeure, unless he can prove that the injury would have been sustained, even if he had performed in due time.

If the performance after the default is of no interests to the creditor, he may refuse the performance and claim compensation for the injury arising from the non-performance.

1When the object of an obligation which is in default is the payment of money, the creditor may claim interest for the default, which is to be calculated at the statutory rate. But if the agreed rate of interest is higher, this higher rate shall apply.

2There is no need to pay interest for the interest of default.

3In cases specified in the preceding two paragraphs, if the creditor can prove other injuries sustained, he may claim compensation for the same.

If the creditor refuses or fails to accept the performance tendered to him, he is responsible for the default from the moment when the performance has been tendered.

If the debtor does not actually tender the performance according to the tenor of the obligation, there will be no effect on this tendering. But if the creditor has previously declared that he will not accept the performance, or if an act of the creditor is necessary for the performance, the debtor may substitute the notice to the creditor announcing that he (the debtor) is ready to perform for the tendering.

If there is no definite deadline for the performance, or if the debtor is entitled to perform before the deadline, the creditor is not responsible for the default when he is temporarily prevented from accepting the tendered performance, unless the performance was tendered by reason of the creditor's notice, or unless the debtor has notified the creditor a reasonable time beforehand.

During the default of the creditor, the debtor is responsible only for his intentional or gross negligent acts.

The debtor is not responsible for interest during the default of the creditor.

If the debtor has to return the profits produced by an object or to make reimbursement for them, he is only responsible for the profits which he has actually acquired during the default of the creditor.

In case of the default of the creditor, the debtor may claim compensation for the necessary expenses incurred from the tendering as well as from the safekeeping of the object of the prestation.

1When the debtor is under an obligation to deliver a real property, he may, after the creditor is in default, abandon its possession.

2In the case of abandonment under the preceding paragraph, the debtor shall be bound to notify the creditor in advance, unless such notice is impossible.

The creditor may, in order to preserve his prestation, exercise in his the name of himself any right of the debtor which the debtor neglects to exercise, except rights which are exclusively belonged to the debtor.

So long as the debtor is not in default, the creditor shall not exercise the right specified in the preceding article, except those rights which are exclusively for the preservation of the rights of the said debtor.

1If a gratuitous act done by the debtor is likely to be prejudicial to the rights of the creditor, the creditor may apply to the court for the revocation of such act.

2If a non-gratuitous act done by the debtor is likely to be prejudicial to the rights of the creditor and the debtor knew of it at the time of doing that act, the creditor may apply to the court for the revocation of such act, provided that the party profited by the act (the beneficiary) also knew of the circumstances on the receipt of the interests.

3The provisions of the preceding two paragraphs do not apply to the act done by the debtor, if the object of which is not on the property or is only prejudicial to the prestation of delivering a specific thing.

4When the creditor applies to the court for the revocation according to the provision of the first or the second paragraph, he may also apply for ordering the beneficiary or the person who acquires the object afterwards (the afterwards acquiring person) to restore to the status quo ante, except the afterwards acquiring person did not know of the ground for revocation at the time of acquiring.

The claim for revocation in the provisions of the preceding article shall be extinguished by prescription if not exercised within one year from the moment when the creditor knew of the ground for revocation, or shall be extinguished after ten years from the date of doing the act.

1Even though the contract is not constituted, one of the parties is responsible for the injury caused to the other party who without his own negligence believed in the constitution of the contract when he, in order to prepare or negotiate for the contract, has done either of the following:

2(1) Hidden in bad faith or dishonestly explained the gravely relevant matter of the contract when the other party inquired.

3(2) Intentionally or gross negligently spilt out the other party's secret known or held by himself which the other party has explicitly expressed to be kept in secret.

4(3) Any other matter obviously against good faith.

5The claim for the injury in the preceding paragraph shall be extinguished by prescription if not exercised within two years.

1If the prestation of a contract is impossible, it is void. However, if the impossibility can be removed and if the parties, at the time when the contract was constituted, intended to have it performed after the removal of the impossibility, the contract is still valid.

2If the contract is subject to a suspenseful condition or to a time of commencement, and if the impossibility has been removed prior to the fulfillment of the condition or the arrival of the time, the contract is valid.

1When a contract is void on account of the impossibility of the performance, the party who at the time of constituting the contract knew or might know the impossibility is responsible for the injury caused to the other party who, without his own negligence, believed in the validity of the contract.

2The provision of the preceding paragraph shall be mutatis mutandis applied if the prestation is partially impossible and the contract is valid in respect to the possible part, or if one of the several prestations subject to a choice is impossible.

3The claims for the injury in the preceding two paragraphs shall be extinguished by prescription if not exercised within two years.

1If a contract has been constituted according to the provisions which were prepared by one of the parties for contracts of the same kind, the agreements which include the following agreements and are obviously unfair under that circumstance are void.

2(1) To release or to reduce the responsibility of the party who prepared the entries of the contract.

3(2) To increase the responsibility of the other party.

4(3) To make the other party waive his right or to restrict the exercise of his right.

5(4) Other matters gravely disadvantageous to the other party.

When one of the parties to a contract receives earnest money from the other, the contract is presumed to be constituted.

1Unless otherwise agreed upon by the parties, the following rules apply to the earnest money:

2(1) When the contract has been performed, the earnest money shall be returned or treated as one part of the payment.

3(2) If the contract cannot be performed owing to a circumstance to which the party who gave the earnest money is imputed, such party shall not claim for the return of the earnest money.

4(3) If the contract cannot be performed owing to a circumstance to which the party who received the earnest money is imputed, such party shall return double amounts of earnest money.

5(4) If the contract cannot be performed owing to a circumstance to which neither of the parties is imputed, the earnest money shall be returned.

1The parties may agree on a penalty to be paid by the debtor in case the debtor does not perform the obligation.

2Unless otherwise agreed upon by the parties, the penalty shall be deemed to be the total amount of damages due to the non-performance. If it is agreed that the penalty shall be paid when the debtor does not perform the obligation at the agreed time or in the agreed way, this penalty shall be deemed to be the total amount of damages due to this non-performance, besides the creditor may claim for the performance.

If the obligation has been partially performed, the court may reduce the penalty proportionately as the interests received by the creditor due to the partial performance.

If the agreed penalty is disproportionately high, the court may reduce it to a reasonable amount.

The provisions of the preceding three articles shall apply mutatis mutandis to the agreed non-pecuniary payment for the breach of a contract.

When a party to a contract is in default, the other party may fix a reasonable period and notify him to perform within that period. If the party in default does not perform within that period, the other party may rescind the contract.

If according to the nature of the contract or the expression of intent of the parties, the purpose of the contract can not be accomplished if not performed within the fixed period, and if one of the parties does not perform the contract within that period, the other party may rescind the contract without giving the notice specified in the preceding article.

In cases provided by Article 226, the creditor may rescind the contract.

If there is no deadline for the exercise of the right of rescission, the other party may fix a reasonable one and notify the party having the right of rescission to make a definite reply within such deadline whether he will rescind the contract or not. If the notice of rescission is not received before such deadline, the right of rescission is extinguished.

1The right of rescission shall be exercised with the expression of intent to the other party.

2If there are several persons on either side of the contract, the expression of intent specified in the preceding paragraph shall be made by all of them or to all of them.

3The expression of intent to rescind a contract shall not be revoked.

1Unless otherwise provided by the act or by the contract, each party shall, in case of rescission, restore the other party to his status quo ante according to the following rules:

2(1) Each party shall return the prestation received to the other party.

3(2) If the prestation received consisted of money, interest calculated from the time of receipt shall be added.

4(3) If the prestation received consisted of service or of the use of a thing, the value of such service or use at the time of receipt shall be reimbursed in money.

5(4) If a thing to be returned has produced profits, such profits shall be returned.

6(5) If necessary or beneficial expenses of the thing to be returned have been paid, such expenses may be claimed for to the extent to which the other party is benefited at the time of return.

7(6) If a thing to be returned has been damaged or destroyed or cannot be retuned owing to any other cause, its value shall be reimbursed.

The exercise of the right of rescission does not prejudice to the claim for compensation.

The provisions of Articles 264 to 267 shall mutatis mutandis apply to the mutual obligations of the parties resulting from the rescission of the contract.

When the person entitled to the right of rescission is imputed to the damage or destruction of the thing received or any other circumstance which causes the return impossible, his right of rescission is extinguished. The same rule shall be applied when the kind of the thing received has been altered by process or remodeling.

The provisions of Articles 258 and 260 shall be mutatis mutandis applied when the parties terminate the contract in accordance with the provisions of the act.

1A party to a mutual contract may refuse to perform his part until the counter-prestation has been performed by the other party, except he is bound to perform first.

2When one party has partially performed his part, the other party shall not refuse his counter-prestation if circumstances are such that a refusal to perform would be against the manners of good faith.

A person who is bound to perform his part first may, if after the constitution of the contract the property of the other party have obviously decreased whereby the counter-prestation might become difficult to be performed, refuse to perform his part, until the other party has performed his part or furnished security for such performance.

1If none of the parties is imputed to the impossibility of one party's performance, the other party shall be released from his obligation to perform the counter-prestation. If the impossibility is only partial, the counter-prestation shall be reduced proportionately.

2In the case provided in the preceding paragraph, if the counter-prestation has been wholly or partially performed, it may be claimed for the reimbursement in accordance with the provisions concerning Unjust Enrichment.

If one of the parties is imputed to the impossibility of the other party's performance, the later may claim for the counter-prestation, but the interests saved or ought to be saved arising from the release of the performance shall be deducted from the counter-prestation claimed.

One of the parties to a contract who has undertaken that an obligation shall be performed by a third party shall be responsible for the injury if the third party does not perform the obligation.

1When it is provided in a contract that an obligation shall be performed to a third party, the offeror may demand the debtor to perform the obligation to the third party, and such third party also has the right to demand performance direct from the debtor.

2So long as the third party has not expressed his intent to take advantage of the contract specified in the preceding paragraph, the parties may modify the contract or revoke it.

3If the third party expresses to either of the parties his intent not to take advantage of the contract, he is deemed to never have any right under the contract.

The debtor specified in the preceding article may take all the valid defenses arising out of the contract against the beneficial third party.

When several persons undertake the same obligation, and if the prestation is divisible, each of them shall be responsible for or be entitled to the prestation equally, unless otherwise provided by the act or by the contract. The same rule shall be applied when a prestation is converted from an indivisible one to a divisible one.

1When there are several persons undertaking the same obligation and expressing that each of them is bound to the creditor for the whole of the prestation, this obligation is a joint-obligation.

2If there is no such expression specified in the preceding paragraph, a joint-obligation is constituted only in the cases provided by the act.

1The creditor of a joint-obligation is entitled to demand one or several or all of the debtors simultaneously or successively to tender total or partial performance.

2Before the complete performance of the obligation, all of the debtors are jointly bound to tender the performance.

If any one of the joint-debtors has extinguished the obligation by performance, prestation in lieu of performance, lodgment, offset or merger, the other debtors are also released from the obligation.

If there is a non-appealable judgment rendered in favor of one of the joint-debtors and if it is not based on such debtor's personal affairs, this judgment operates in favor of all the other debtors.

1When the creditor grants a release to one of the joint-debtors without the intent to extinguish the whole obligation, except the amount of the share which is incumbent on such debtor, the other debtors are still not released from the obligation.

2When the extinctive prescription has been completed as regards one of the joint-debtors, the provisions of the preceding paragraph shall be mutatis mutandis applied.

If there is one of the joint-debtors acquiring a claim against the creditor, to the extent of the amount of the share which is incumbent on such debtor, the other debtors may claim to offset.

When there is default of the creditor towards one of the joint-debtors, the effect of the default also operates in favor of all the other debtors.

Unless otherwise provided by the provisions of the preceding five articles or the contract, any consequence of the affairs on one of the joint-debtors, whether it is beneficial or not, does not operate on the other debtors.

Unless otherwise provided by the act or the contract, all of the joint-debtors shall be burdened for the obligation equally. Except, the damages and the costs resulting from facts for which one of the joint-debtors shall be personally responsible shall be borne by such debtor.

1If one of the joint-debtors has caused the other joint-debtors to be released from the obligation by virtue of his performance, prestation in lieu of performance, lodgment, offset or merger, he is entitled to demand from the other debtors the reimbursement of their respective shares in the prestation, plus interest from the date of release.

2In the case specified in the preceding paragraph, the debtor entitled to claim the reimbursement is subrogated to the rights of the creditor to the amount of the reimbursement which the said debtor is entitled to demand, but such debtor shall not exercise them to the detriment of the creditor.

1If one of the joint-debtors cannot reimburse his share in the prestation, the deficiency shall be borne pro rata by the other debtors, including the debtor entitled to claim the reimbursement, but if the impossibility to reimburse is due to the negligence of the debtor entitled to claim, he shall not claim the other debtors to bear their shares.

2In the case of the preceding paragraph, if one of those other debtors has been released from his own share in the obligation, he shall still be, however, in accordance with the provisions of the preceding paragraph, responsible for his share in the deficiency.

When several persons entitled by the act or by the juridical act to a claim of the same obligation that each of them may demand the whole of the prestation from the debtor, this claim is a joint-claim.

The debtor to a joint-claim may at his option perform wholly in favor of any of the joint-creditors.

If one of the joint-creditors has made the demand, it operates in favor of all the other creditors.

If the obligation is extinguished on account of any one of the creditors having been satisfied by performance, prestation in lieu of performance, lodgment, offset or merger, the rights of the other creditors are also extinguished.

1If there is a non-appeallable judgment rendered in favor of one of the joint-creditors, it also operates in favor of all the other creditors.

2If there is a non-appeallable judgment rendered against one of the joint-creditors and if it is not based on such creditors' personal affairs, it also operates against all the other creditors.

1If one of the joint-creditors has granted a release to the debtor, except to the extent of the share to which the creditor granting the release is entitled, the rights of the other creditors are not extinguished.

2When the extinctive prescription has been completed against one of the joint-creditors, the provisions of the preceding paragraph shall be mutatis mutandis applied.

If there is one of the joint-creditors in default, the other creditors are also responsible for it.

Unless otherwise provided by the preceding five articles or the contract, any consequence of the affairs on one of the joint-creditors, whether it is beneficial or not, does not operate on the other creditors.

Unless otherwise provided by the act or the contract, all of the joint-creditors shall be benefited by the claim equally.

When several persons undertake the same obligation, and the prestation is indivisible, the provisions concerning the joint-obligation shall be mutatis mutandis applied.

1If there are several persons entitled to a claim of the same obligation, and if the prestation is indivisible, each creditor may only demand the prestation to all of the creditors; and the debtor shall only tender the performance to all of the creditors.

2Unless otherwise provided by the preceding paragraph, the affairs between one of the creditors and the debtor, whether it is beneficial or not, does not operate on the other creditors.

3The provisions of Article 291 shall apply mutatis mutandis to the affairs between the creditors

1A creditor may transfer a claim of an obligation to a third party, unless;

2(1) The nature of the claim does not permit the transfer; or

3(2) The parties have agreed that the claim shall not be transferred; or

4(3) The claim is not subject to judicial attachment.

5The agreement mentioned in the second section of the preceding paragraph shall not be a valid defense against any bona fide third party.

1When there is a claim being transferred, all the securities of the claim and other accessory rights are transferred together, except those rights which cannot be separated from the transferor.

2Interests in arrears are presumed to be transferred, together with the capital.

The transferor is bound to deliver to the transferee all documents which serve as evidence of the claim, and to give him all information necessary for the assertion of such claim.

1The transfer of a claim will not be effective as against the debtor until the debtor has been notified of it by the transferor or by the transferee, unless otherwise provided by the act.

2The effect of tendering by the transferee to the debtor the deed of transfer executed by the transferor is equivalent to the effect of notice.

1When the transferor has notified the debtor that he has transferred the claim, the debtor may take all the defenses which he has against the transferee as the valid defenses against the transferor, even though the transfer is not executed or is invalid.

2The notice under the preceding paragraph shall not be revoked without the consent of the transferee.

1At the time of the debtor being notified, all of the valid defenses he has against the transferor may be taken against the transferee.

2At the time of the debtor being notified, if the debtor had the claim against the transferor, and if such claim matures before or at the same of the claim transferred does, he may claim for offset against the transferee.

When a third party agrees with the creditor to assume the obligation of the debtor, the obligation is deemed to be transferred to the third party at the time of the constitution of the contract.

When a third party agrees with the debtor to assume the obligation of the debtor, it is not effective as against the creditor until the creditor has acknowledged.

1The debtor or the person assuming the debt under the preceding article may fix a reasonable deadline and notify the creditor to reply definitely before such deadline whether he acknowledges the transfer or not. If the creditor does not give a definite reply before such period, he is deemed to have refused to acknowledge the said transfer.

2If the creditor refuses to acknowledge the transfer, the debtor or the person assuming the debt may revoke the contract concerning the assumption of the debt.

1The person assuming the debt may take the debtor's valid defenses against the creditor on account of their legal relationship as his valid defenses against the creditor, unless he shall not offset a claim belonging to the debtor.

2The person assuming the debt shall not take his valid defenses against the debtor on account of the legal relationship arising from the assumption of the debt against the creditor.

1The assumption of a debt does not affect the existence of the accessory rights of the claim, unless the accessory rights shall not be separated from the debtor.

2The securities given by a third party for the performance of the obligation are extinguished on account of the assumption of the debt, unless such third party has acknowledged the assumption.

1In case of generally assuming all the assets and liabilities from the property or enterprise of a person, the assumption of the debts becomes effective from the moment the transfer has been published or has been notified to the creditor.

2In the case specified in the preceding paragraph, the original debtor remains jointly liable with the person assuming the debt for a period of two years from the date of notice or publication of the transfer for the obligations due, or from the date of maturity for the obligations which are not yet due.

When one enterprise is amalgamated with other enterprises and they are assumed each other's assets and liabilities, it is deemed as the general assumption in the preceding article. The new enterprise after the amalgamation shall be responsible for the obligation of each enterprise before the amalgamation.

When the obligations are extinguished, the securities furnished for its performance, and other accessory rights are extinguished simultaneously.

1Once an obligation has been wholly extinguished, the debtor may require the creditor to return or cancel the deed in which the obligation is embodied. If the obligation has been only partially extinguished, or if the deed entitles the creditor to exercise other rights, the debtor may demand that particulars of the extinction to be endorsed into the deed.

2If the creditor alleges that he cannot return or endorse the deed, the debtor may require from the creditor a publicly certified acknowledgment showing that the obligation has been extinguished.

1When performance has been made to the creditor or to his qualified representative in conformity with the tenor of the obligation, and has been accepted, the obligation is extinguished.

2The bearer of a receipt signed by the creditor is deemed to be the qualified representative of the creditor, except the debtor knew or was negligent of not knowing that the bearer was not qualified to receive the performance.

1If the performance is tendered to a third party and has been accepted by him, the following rules shall apply:

2(1) Performance effects if the creditor has acknowledged it or if the third party subsequently has acquired the claim of the obligation;

3(2) Performance effects, if the performance had been accepted by the quasi possessor of the claim, and the creditor did not know that he is not a creditor;

4(3) In cases other than those specified in the preceding two sections, the performance effects only to the extent which the creditor has been benefited thereby.

1An obligation may be performed by a third party unless otherwise agreed by the parties or accorded with the nature of the obligation.

2If the debtor objects to the obligation being performed by a third party, the creditor may refuse such performance; but if the third party has the interest of conflicts on the performance of the obligation, the creditor shall not refuse.

If a third party who has interest on the performance of the obligation has performed the obligation, the third party is subrogated to the rights of the creditor to the amount of the performance, but such third party shall not exercise them to the detriment of the creditor.

The provisions of Articles 297 and 299 shall apply mutatis mutandis to the subrogation specified in the preceding article.

1Unless otherwise provided by the act or by the contract or by the custom, or unless otherwise decided by the nature of the obligation or other situations, the place of performance shall be decided as follows:

2(1) If the object of the obligation is to deliver a specific thing, performance shall be tendered at the place where such thing was at the time when the contract was constituted.

3(2) The other obligations shall be performed at the place of the creditor's domicile.

Unless otherwise provided by the act or by the contract, or unless otherwise decided by the nature of the obligation or other situations, the creditor may demand the performance at any time and the debtor may also perform at any time.

If there is a deadline for performance, the creditor may not demand the performance before the deadline; but if there is no contrary expression, the debtor may perform before the deadline.

Unless otherwise provided by the act or by the contract, the costs of performance shall be borne by the debtor. But if the creditor has increased the costs of performance by changing his domicile or by any other acts, the additional costs shall be borne by the creditor.

1A debtor is not entitled to perform in part. However, the court may, taking the condition of the debtor into consideration, allow him to perform by installment or to delay his performance in such reasonable time as may not greatly prejudice to the interests of the creditor.

2When the court allows the debtor to perform by installment, the creditor may claim for the whole prestation if the debtor has delayed any installment.

3In case the prestation is indivisible, the court may, subject to the provision of the first paragraph, allow the debtor to delay his performance.

If the creditor has accepted other prestation in lieu of the prestation originally agreed, the obligation is extinguished.

When the debtor, for the purpose of satisfying his creditor, has assumed a new obligation towards him, the original obligation will not be extinguished, if the new obligation is not performed, unless otherwise agreed by a contrary expression of the parties.

If a debtor is bound to the same creditor to perform several obligations of the same kind, and if the prestation performed is insufficient for discharging all the obligations, it is the person tendering the performance to specify the obligation to be discharged at the time of the prestation.

1If the person tendering the performance has not made the specification provided in the preceding article, the obligation to be discharged shall be specified as follows:

2(1) If a obligation has been due, it shall be discharged first;

3(2) If all of the obligations are due or if none is due, the obligation which affords the creditor the least security shall be discharged first; if all the obligations are equally secured, the obligation which will be the most favorable to the debtor if performed shall be discharged first; if all the obligations will be equally favorable the debtor if performed, a obligation which matures first shall be discharged first;

4(3) If all the obligations are equally favorable to the debtor and all mature at the same time if performed, the obligations shall be discharged proportionately.

The prestation tendered by the person tendering the performance shall be taken to discharge the expenses first, then the interest and finally the capital. The same rule shall be applied when an obligation is performed according to the provisions of the preceding two articles.

The person tendering the performance may demand from the person accepting the performance the delivery of a written receipt.

1In case of payment of interest or other periodical performance, if the creditor gives a receipt for one term without any reservation for the other terms, it is presumed that he has received performance for the previous terms.

2If the creditor gives a receipt for the capital, it is presumed that he has received the interest.

3If the deed to the obligation has been returned, it is presumed that the obligation has been extinguished.

When the creditor is in default, or when it is impossible to know exactly who the creditor is so that performance becomes difficult, the person tendering the performance may lodge the prestation for the creditor.

Lodgment shall be made in the lodgment office of the courthouse at the place of performance.

After the lodgment, the danger of the damage or destruction of the object of the prestation is borne by the creditor, and the debtor is not bound to pay the interest or to compensate for failure to acquire the profits.

The creditor is entitled to take delivery of the thing lodged at any time. If, however, the debtor is bound to perform only after a counter-prestation has been performed by the creditor, the debtor may prevent the delivery of the thing lodged, until the counter-prestation has been performed or proper security has been furnished.

The right of the creditor to the thing lodged shall be exercised within ten years from the day of lodgment; and if it is not exercised within such period, the ownership of the thing lodged is assigned to the Treasury.

If the object of the prestation is not suitable for lodgment, or if it might be damaged or destroyed, or if its lodgment would cost disproportionate expenses, the person tendering the performance may apply to the court of the place of performance to have it sold by auction and to lodge the proceeds of the sale.

When the object of the prestation mentioned in the preceding article has a current market value, the court may allow the person tendering the performance to sell it at such market value and to lodge the proceeds of the sale.

The costs of lodging the proceeds of the auction or the sale are borne by the creditor.

1If two persons are bound by obligations for each other, and the objects of which are of the same kind and which are both due, each party may take his own obligation to offset the other party's, except the nature of the obligations or the agreement of the parties does not permit of it.

2The agreement provided in the preceding paragraph shall not be a valid defense against any bona fide third party.

1The offset shall be made with the expression of intent by one party to the other. As the mutual relationship of the obligations between themselves, it is extinguished to the extent of the corresponding amounts of the obligations deducted in the offset since the moment when the offset could be claimed.

2The expression specified in the preceding paragraph, if made subject to a condition or to a time of commencement or ending, is void.

An offset may be made even though the obligations are to be performed in different places; but the party who has claimed the offset shall compensate the other party for any injury resulting therefrom.

Even if the claim of an obligation has been extinguished by prescription, it may also be offset, provided that the offset may be made prior to its extinction.

If the obligation is not subject to a judicial attachment, the debtor shall not claim for offset.

If the obligation is resulted from an intentional wrongful act, the debtor shall not claim for offset.

When an obligation has been attached by an order of the court, the third debtor of such obligation shall not take a claim which he has acquired from the creditor after the attachment to offset the obligation attached.

When it is provided by a contract that an obligation shall be performed to a third party, the debtor of such obligation shall not take the obligation of the other party to the contract to offset his obligation.

The provisions of Articles 321 to 323 shall apply mutatis mutandis to the offset.

If the creditor has expressed his intent to release the debtor from his obligation, the relationship of the obligation is extinguished.

When the right and liability of an obligation are vested in the same person, the obligation is extinguished, except when it was the object of another person's right or when it is otherwise provided by the act.

1A sale is a contract whereby the parties agree that one of them shall transfer to the other his rights over property and the latter shall pay a price for it.

2The contract of sale is completed when the parties have mutually agreed on the object and the price.

1Although the price is not fixed concretely by the agreement, if it may be decided from the circumstances, it is deemed to be fixed.

2If it is agreed that the price shall be fixed according to the market price, it is deemed to be fixed according to such market price at the place and time of performance unless otherwise provided by contract.

The provisions under the present title shall apply mutatis mutandis to such nongratuitous contracts other than those of sale, unless the nature of the contract does not permit.

1The seller of a thing is bound to deliver the thing to the buyer and to make him acquire its ownership.

2The seller of a right is bound to make the buyer acquire the right sold. If, by virtue of such right, the seller can possess a certain thing, he is also bound to deliver the thing.

The seller shall warrant that the thing sold is free from any right enforceable by third parties against the buyer.

The seller of a claim of prestation or any other right shall warrant the actual existence of such prestation or right. The seller of valuable securities shall also warrant that it shall not be declared voidance through public summons.

If the buyer knew at the time of concluding the contract the defect of the right sold, the seller is not bound to warrant such defect, unless otherwise provided by contract.

Unless otherwise provided by contract, the seller of a claim of prestation does not warrant the solvency of the debtor. If he warrants the solvency of the debtor he is presumed to warrant the solvency at the time when the claim of prestation is transferred.

If the seller does not perform his duties specified in Articles 348-351, the buyer may exercise his rights in accordance with the provisions concerning non-performance of obligations.

1The seller of a thing shall warrant that the thing sold is, at the time when the danger passes to the buyer according to the provisions of Article 373, free from any defect in quality which may destroy or impair its value, or its fitness for ordinary efficacy, or its fitness for the efficacy of the contract of sale. However, if the extent of the impairment is of no importance, such impairment shall not be deemed to be a defect.

2The seller also shall warrant that, at the time the danger passes; the thing has the guaranteed qualities.

1A seller is not responsible for such defect of quality in the thing sold as specified in the first paragraph of the preceding article, if the buyer knew of the defect at the time when the contract was made.

2If a defect of the kind specified in the first paragraph of the preceding article has remained unknown to the buyer in consequence of gross negligence, the seller is not responsible if he has not guaranteed that the thing is free from the defect, except in the case that he has intentionally concealed it.

1The buyer is bound to examine without delay the thing received in accordance with the nature of such thing and as far as the ordinary procedure of affairs allows it, and should he discover any defect for which the seller is responsible, he shall immediately notify the seller of such defect.

2If the buyer delays giving the notice mentioned in the preceding paragraph, he is deemed to have accepted the thing, except in case where the defect is one which would not have been revealed by ordinary examination.

3Should a defect, which could not have been discovered immediately, be discovered subsequently, notice shall be sent to the seller without delay after the discovery. If the buyer delays giving such notice, the thing is deemed to be accepted.

The provisions of the preceding article do not apply to cases where the seller has intentionally concealed the defect.

1A buyer, who declines to accept a thing forwarded from another place by asserting that it is defective, is bound to preserve it in his custody temporarily, when the seller has no agent in the place of delivery.

2In the case specified in the preceding paragraph, if the buyer fails to take proper measures immediately to prove the existence of the defect, it is presumed that the defect asserted did not exist at the time of the delivery.

3If the thing forwarded will easily deteriorate, the buyer may sell it according to the market price when he takes proper measure to prove that. If it is to the advantage of the seller, the buyer is bound to make such sale, when necessary.

4The buyer, who sells the thing in accordance with the provisions of the preceding paragraph, shall notify the seller without delay. If he delays the notice, he shall be liable to compensate for the injury arising therefrom.

When there is a defect in the thing sold for which, according to the provisions of the five preceding articles, the seller is responsible for a warranty, the buyer has the option to rescind the contract or to ask for a reduction of the price, unless in the case specified, that a rescission of the contract would constitute an obvious unfairness of the transaction the buyer is only entitled to ask for a reduction of the price.

In the absence of a quality of the thing sold, which was guaranteed by the seller, the buyer may demand to compensate for the injury of nonperformance, instead of rescission of the contract or of a reduction of the price. The same rule shall be applied if the seller has intentionally concealed a defect in a thing.

1If the buyer asserts that there is a defect in the thing sold, the seller may fix a reasonable deadline and notify the buyer to declare within such deadline whether he rescinds the contract or not.

2If the buyer does not rescind the contract within the deadline specified in the preceding paragraph, the right of rescission is lost.

1Rescission of a contract on account of a defect in the principal thing extends to its accessory.

2If there is a defect in the accessory, the buyer may only rescind such contract of accessory.

1If one of several things sold is defective, the buyer may only rescind such defective thing. If several things are sold for an aggregate price, the buyer may also demand a reduction in the aggregate price proportionate to the defective thing.

2In the case provided by the preceding paragraph, either party may rescind the whole contract if he is obviously injured through the separation of the defective thing from the others.

1When the thing sold is a thing designated only as to its kind, and the thing is defective, the buyer may, instead of rescission of the contract or a reduction of the price, immediately request the seller to deliver in exchange another thing free from defect.

2The seller is also bound to warrant that the thing delivered in exchange under the preceding paragraph is free from defect.

1Where there has been delivery of a thing which is defective, the right of the buyer to rescind the contract, or to claim a reduction of the price is extinguished by prescription, according to the provision of article 356, if the buyer does not exercise his rights within six months after notice or after five years from the date of delivery.

2The provisions of the preceding paragraph concerning six months periods shall not be applied if the seller has intentionally concealed the defect.

An agreement releasing the seller of liability on account of defects in a right or a thing or limiting such liability is void if the seller has intentionally concealed the defect.

The buyer is bound to pay to the seller the agreed price and to accept delivery of the object sold.

1If the buyer has good causes to fear that a third party may assert rights which may deprive the said buyer of the whole or a part of the rights derived from the sale, he may refuse to pay the whole or a part of the price, except the seller has furnished proper security.

2In the cases specified in the preceding paragraph, the seller may request the buyer to lodge the price.

Unless otherwise provided, by the act, by contract or by customs, the delivery of the object sold and the payment of the price shall take place simultaneously.

If a deadline for the delivery of the object sold has been fixed, such deadline is presumed to be the deadline for the payment of the price.

If the delivery of the object sold and the payment of the price shall take place simultaneously, the price shall be paid at the place of delivery.

If the price is calculated according to the weight of the thing sold, the weight of the packing shall be deducted. Unless otherwise provided by the contract or if there is a specific custom, such contract or custom shall be followed.

The profits and dangers of the object sold pass to the buyer at the time of delivery, unless otherwise provided by contract.

If the buyer requests that the object sold be delivered at a place other than the place where delivery ought to be made, the dangers pass to the buyer at the time when the seller delivers the object to the person who transports it or is entrusted with its transportation.

1If the dangers have passed to the buyer before delivery of the object sold, and the seller incurs any necessary outlay on the object before delivery and after such dangers have passed, the buyer is bound to compensate the seller for such outlay in conformity with the provisions concerning Mandate.

2If the outlay incurred under the circumstances described in the preceding paragraph was not necessary, the buyer is bound to compensate such outlay in conformity with the provisions concerning Management of Affairs without Mandate.

If the buyer has given specific instructions as to the manner of forwarding the object sold and the seller deviates from those instructions without urgent reason, and the seller is liable to the buyer for any injury resulting therefrom.

When the object of a sale is a right, by virtue of which the seller may possess a certain thing, the provisions of the four preceding articles shall be mutatis mutandis applied.

1Unless otherwise provided by the act, by contract or by customs, the costs of sale are to be borne according to the following rules:

2(1) The costs of the contract of sale are to be borne by both parties equally;

3(2) The costs of transferring the right sold, the costs of transporting the object sold to the place of performance, and the costs of delivery are to be borne by the seller;

4(3) The costs of accepting delivery of the thing sold, the costs of registration and the costs of forwarding the thing sold to a place other than the place of performance, are to be borne by the buyer.

1When in the contract of sale, the seller reserves the right of redemption, he may redeem the object sold on returning the price.

2If the price for redemption specified in the preceding paragraph has been fixed by an agreement, such agreement shall be followed.

3The interest on the original price and the profits obtained by the buyer from the object sold are deemed to be offset against each other.

The redemption period shall not exceed five years. If a longer period is provided by the contract, it shall be reduced to five years.

1The person who redeems shall return the costs of the sale paid by the buyer together with the price of redemption.

2Costs of redemption are borne by the person who redeems.

The person who redeems shall return the expenses and other beneficial outlays made by the buyer for the improvement of the object, in so far as the value of the object has been presently increased thereby.

1The buyer is bound to the person who redeems to deliver the object sold along with its accessories.

2If, owing to circumstances for which the buyer is responsible, the object sold cannot be delivered, or has been obviously altered, the buyer shall be bound to compensate for any injury arising therefrom.

A contract of sale on approval is a contract which is constituted to be subject to the suspenseful condition of the approval of the object of the sale by the buyer.

In a contract of sale on approval the seller is bound to permit the buyer to examine the object sold.

If the object has been examined without being delivered and the buyer has not declared his acceptance within the agreed deadline, the buyer is deemed to have refused acceptance. The same rule shall be applied, if in the absence of an agreed deadline the buyer has not declared his acceptance within a reasonable deadline fixed by the seller.

1If an object has been delivered to be examined and the buyer does not return the object or declare his refusal within the agreed deadline, or, in the absence of an agreed deadline, within a reasonable deadline fixed by the seller, the buyer is deemed to have accepted.

2If the buyer has paid the whole price or a portion of it, or does any action which is not necessary for examining the object, he is deemed to have accepted it.

In a sale according to sample the seller is deemed to warrant that the object delivered will have the same quality as the sample.

A clause in a contract of sale by installments that the whole of the: price may be claimed by seller as soon as the buyer is in default shall not be enforced, unless the buyer is in default for installments representing at least one-fifth of the total price.

A clause in a contract of sale by installments, if it is agreed that, upon the rescission of the contract, the seller may retain the installments received, the amount retained shall not exceed an amount representing the rental of the object sold plus damages in case the object sold has sustained any injury.

A sale by auction is constituted when the auctioneer announces its completion by knocking down the hammer or in any other customary manner.

The auctioneer shall not bid nor employ any person to bid at any auction conducted by him.

Unless the person who has ordered the sale has expressed a contrary intent, the auctioneer has the right to adjudge the lot to the highest bidder.

The auctioneer may not announce the completion of the sale, and withdraw a lot from the auction if he thinks that the highest bid is insufficient.

A bid made by a bidder ceases to be binding, when a higher bid is made or when the lot is withdrawn from the auction.

The buyer at a sale by auction shall pay the price in cash when the sale by auction constituted or at the time fixed by the notice advertising the sale.

1If the buyer at a sale by auction fails to pay the price in time, the auctioneer may rescind the contract and resell the thing by auction.

2If the price of the second auction does not cover the original price and costs of the resell by auction, the original buyer is liable for the difference.

The provisions concerning Sale shall apply mutatis mutandis to the case where the parties agree to transfer to one another his rights over property other than money.

If one of the parties has agreed to deliver or transfer to the other money in addition to the rights over property specified in the preceding article, the provisions concerning the price of sale shall apply mutatis mutandis to such money.

Current account is a contract whereby the parties agree that the claim of prestations and obligations arising from transactions between them shall be settled at fixed periods and offset against each other, the balance only being paid.

The entry of a bill of exchange, promissory note, check or other negotiable instrument in current account may be cancelled, if such negotiable instrument is not paid by its debtor.

In the absence of a specific agreement, the period for striking the balance of a current account shall be six months.

Unless otherwise provided by contract, either party may at any time terminate the contract of current account and have the balance struck.

1The parties may agree that each item in the current account shall bear interest from the date of entry.

2Interest may be claimed on the difference from the date the balance was struck

Removal or correction of the items of entry in a current account shall not be claimed after one year from the date when the balance was struck.

A gift is a contract whereby the parties agree that one of the parties delivers his property gratuitously to another party and the latter agrees to accept it.

（Repealed）

1So long as the right of the gift has not been transferred to the donee, the donor may revoke the gift. If the thing given has been partially transferred, the donor may revoke the gift for the portion has not been transferred.

2The provision of the preceding paragraph shall not apply to gifts notarized or to gifts made for the discharge of a moral obligation.

1If a gift coming under the provisions of the second paragraph of the preceding article delayed to deliver, the donee may claim the delivery of the thing given, the donee may claim to compensate for the price of the thing given when the donor is responsible for being unable to perform the payment.

2In the case of the preceding paragraph, the donee shall not claim to interest for the default or other injury for such non-performance.

The donor is responsible to be unable to perform the payment to the donee only for his intentional acts or gross negligence.

The donor is not liable for a defect in the thing or right given. But, if he has intentionally concealed the defect or expressly guaranteed that the thing was free from such defect, he is bound to compensate the donee for any injury arising therefrom.

1If the gift has been made subject to a charge and the donee does not perform the charge after the gift has been delivered to him, the donor may demand performance or revoke the gift.

2If the purpose of the charge is for the public interests, the authorities concerned or public prosecutor may, after the donor died, order the donee to perform it.

If the gift is made subject to a charge and it is insufficient to defray the charge, the donee is bound to perform the charge only up to the extent of the value of the gift.

When a gift is made subject to a charge, the donor is liable for defects in the thing or right given in the same rule as a seller, up to the extent of the charge executed by the donee.

If a gift consists in periodical prestations to be performed by the donor, the obligation has ceased to be effective when either the donor or donee died, unless the donor has expressed a contrary intent.

1The donor may revoke a gift if the donee has acted towards the donor in any of the following ways:

2(1) Committing against the donor, his spouse, his lineal blood relatives, collateral relatives by blood within three generations, or relatives by marriage within two generations an intentional offense expressly punishable under the Penal Code; or

3(2) Failing to perform his duty to furnish maintenance to the donor, in case he has such duty.

4The right of revocation specified in the preceding paragraph is extinguished by prescription if it is not exercised within one year from the date when the donor knew of the grounds for revocation. The same rule shall be applied if the donor has expressly forgiven the donee.

The successor of the donor may revoke the gift if the donee has intentionally and wrongfully caused the death of the donor or prevented the donor from revoking the gift. But their right of revocation will be extinguished by prescription, if it is not exercised within six months from the date when they knew of the said ground for revocation.

A donor may refuse performance of a gift, if after the gift has been agreed upon his economic conditions have changed, to such an extent that the performance of the gift would seriously affect his means of livelihood or hinder his duty to furnish maintenance to others.

1Revocation of a gift shall be made by an expression of intent to the donee.

2After the revocation of the gift, the donor may demand to return the gift given in accordance with the provisions concerning Unjust Enrichment.

The right of revocation of a gift is extinguished by the death of the donee.

1A lease is a contract whereby the parties agree that one of them shall let the other party use a thing or collect profits therefrom and the latter shall pay a rental for it.

2The rental specified in the preceding paragraph may consist of money or of profits of the thing leased.

A lease of real property for a period exceeding one year shall be executed in writing. If it is not so executed in writing, it is deemed to have been made for an indefinite period.

Leasing a land (station) for building a house, a lessee may demand a lessor to register superficies after a contract constituted.

The lessor shall be bound to deliver to the lessee the thing leased in a condition fit for the stipulated use or for the collection of profits as agreed upon. He shall be also liable to keep it up in such a condition as to be fit for such use or collection of profits during the continuance of the lease.

In the case of a lease of a house or other place intended for habitation, if the defect is such as to endanger the health or safety of the lessee or of the persons living with him, the lessee may terminate the contract, although he knew of the defects at the time of the contract or has waived his right of terminating the contract.

1A lease continues to exist to the transferee notwithstanding the lessor transfers the ownership of the thing leased to a third party after the lessor delivered the thing leased and the lessee has possessed such thing.

2The provisions of preceding paragraph shall not apply to a lease of real property without notarizing, the period exceeding five years or an indefinite period.

1The land and the house on such land belong to one person, he transfers only the ownership of land of the house to the other, or transfers the ownership of land and house simultaneously or in sequence to the different persons, the lease is presumed to be constituted between the transferee of the land or of the house and the person of transferor, or between the transferee of the house and of the land in the duration of the use of the house. The limitation of the period in the first paragraph of Article 449 shall not be applied.

2In the case specified in the preceding paragraph, if the parties cannot reach an agreement, they may apply to the court to judge.

The provisions of article 425 shall be mutatis mutandis applied, when the lessor creates the thing leased with a right in rem, which prevents the lessee from using and collecting the profits of the thing leased.

Leasing a land (station) for building a house, when the lessee transfers the ownership of the house, the lease of land (station) continues to exist to the transferee of house.

1Leasing a land (station) for building a house, if the lessor sells the station, the lessee is entitled to have a first right to buy it according to the same condition. If the lessee sells the house, the owner of the land (station) is entitled to have a first right to buy it according to the same condition.

2In the case specified in the paragraph, the seller shall notify the conditions of sale in writing to the person who has a first right to buy it. The person who has a first right to buy it is deemed to give up his right, if he doesn't express his intent to buy it with in ten days after the notice arrived.

3If the seller doesn't notify the person who has a first right to buy it and registers the ownership of transferring, he shall not against the person who has a first right to buy it.

All charges and taxes on the thing leased shall be borne by the lessor.

If the thing leased is an animal, the lessee shall bear the cost of provender.

1Unless otherwise provided by the contract or customs, the lessor shall make all repairs to the thing leased.

2The lessee shall not refuse the lessor to do such actions as are necessary for the maintenance of the thing leased.

If, for the duration of the lease, the thing leased is necessary for repairing incumbent on the lessor, the lessee may fix a reasonable deadline and notify the lessor to make such repairs. If the lessor fails to make such repairs within the deadline, the lessee may terminate the contract or make the repairs himself with demanding the lessor to return for any expenses incurred therefrom or deducting the said expenses from the rental.

1If the lessee incurs any beneficial outlays for the thing leased, whereby its value is increased, and if the lessor knows of the circumstances but fails to express a contrary intent, he shall return such expenses to the lessee, upon the termination of the contract, expenses in so far as the value of the thing has been presently increased thereby.

2The lessee may remove all the attachments affixed to the thing leased, unless he shall restore the thing leased to its status quo ante.

1The lessee shall be bound to keep and manage the thing leased with the care of a good administrator. If the thing leased possesses productivity, he shall also be bound to maintain such productivity.

2If the lessee violates the duty under the provisions of the preceding paragraph, whereby damage or destruction has been caused to the thing leased, he is bound to compensate for the injury arising therefrom. However, he is not responsible for any damage or change caused to the thing leased through the use of the thing, or through the collection of profits therefrom, in the ways as agreed upon or in the ways as are in accordance with the nature of the thing.

The lessee is bound to compensate for damage or destruction to the thing leased, which has been brought about by circumstances for which the persons living with him or any third party, whom he permits to use the thing leased or to collect profits therefrom, shall be responsible to compensate for the injury.

If, owing to gross negligence of the lessee, damage or destruction is caused by fire to the thing leased, the lessee is bound to compensate the lessor for such injury.

1If, in consequence of circumstances for which the lessee is not responsible, the thing leased is partially destroyed for the duration of the lease, the lessee may claim for a reduction of rental proportionate to the part destroyed.

2In the case specified in the preceding paragraph, if the lessee cannot with the remaining part accomplish the purpose of the lease, he may terminate it.

The provisions of the preceding article shall be mutatis mutandis applied, when the lessee cannot use the thing leased or collect profits therefrom in the agreed use of, whereby a third party claims rights to the thing leased.

1For the duration of the lease, if the thing leased is necessary for repairing incumbent upon the lessor, or if an equipment becomes necessary for avoiding a danger to the thing, or if a third party claims a right over it, the lessee shall immediately notify the lessor of the occurrence, except the lessor already knew of it.

2If the lessee delays giving such notice, and where the lessor owing to the delay could not afford remedy in time, the lessee shall be bound to compensate the lessor for any injury arising therefrom.

1The lessee shall use the thing leased or collect profits therefrom only in the ways as are agreed upon, or, in the absence of such agreement, only in the ways as are in accordance with the nature of the thing leased.

2If the lessee uses the thing leased or collects profits therefrom in a way against the provisions of the preceding paragraph, and if he continues to so use it notwithstanding a remonstrance of the lessor, the latter may terminate the contract.

The lessee shall pay the rental at the agreed date and in the absence of such agreed date, according to customs; and in the absence of such agreement or customs, the rental shall be paid at the termination of the lease. If the rental is paid periodically, it shall be paid upon the end of each of the periods. If there is a season for the collection of profits from the thing leased, the rental shall be paid at the end of such season.

1If the lessee delays paying the rental, the lessor may fix a reasonable deadline and notify him to pay. If the lessee does not pay within such deadline, the lessor may terminate the lease.

2If the thing leased is a house, the lease cannot be terminated so long as the total rental in arrears does not correspond to two months, the provisions of the preceding paragraph shall not be applied. The rental is agreed to pay at the commence of the period, the lessor may terminate the lease only as the rental delays paying more than two months.

3Leasing for building a house of a land (station), as the total rental in arrears corresponds to two years, the provisions of preceding paragraph shall be applied.

The lessee shall not be released from his obligation to pay his rental by the fact that he is prevented from using the thing leased or from collecting profits therefrom, either wholly or partially, through a cause brought about by himself.

In case the thing leased is a real property, either party may apply to the court for an increase or reduction of its rental in proportion to the fluctuation of its value, unless the lease in made for a definite period.

1The lessee shall not sublet the thing leased to another person without the consent of the lessor. But if the thing leased is a house, the lessee may sublet a part of it to another person, unless otherwise agreed upon a contrary intention.

2If the lessee sublets the thing leased to another person against the provisions of the preceding paragraph, the lessor may terminate the lease.

1If the lessee sublets the thing leased to another person in conformity with the provisions of the preceding article, the lease is still continuous between the lessor and the lessee.

2The lessee is bound to compensate for injury arising from circumstances for which the sublessee shall be responsible.

1The lessor of a real property has for his claim of prestations arising from the lease a right of retention over the movables belonging to the lessee and placed in the real property, thing except those movables which cannot be seized in execution.

2In the case of the preceding paragraph, the lessor may compensate himself out of the thing retained only to the extent of those injury he is already entitled to claim for, together with the rental for the present term and for the unpaid past terms.

1The lessor's right of retention as specified in the preceding article is extinguished by the removal of the things to which it applies by the lessee, unless the removal has taken place without the lessor's knowledge or he has objected to such removal.

2If the removal takes place in the performance of the business or in ordinary course of life of the lessee, or if the things remaining on the premises are sufficient to secure the payment of the rental, the lessor shall not object to the removal.

1The lessor may, even without application to the court, prevent the removal of the things subject to his right of retention, in so far as he is entitled to object to the removal. If the lessee is away from the real property leased, the lessor is entitled to take possession of the things subject to the right of retention.

2If the said things have been removed without the knowledge of or in spite of the objection of the lessor, the lessor may terminate the lease.

The lessee may release the right of retention to exercise by the lessor by furnishing security. He is also entitled to extinguish the right of retention against any individual by furnishing security to the extent proportionate of the value of the thing.

1The period of a lease shall not exceed twenty years. If a period longer than twenty years, such period is to be reduced to twenty years.

2The period specified in the preceding paragraph may be renewed by the parties.

3Leasing a land (station) for building a house, the provisions of the first paragraph shall not be applied.

1When the lease is made for a definite period, the lease terminates at the end of such period.

2If no such period has been specified for the termination of the lease, each party may terminate it at any time. However, if customs is in favor of the lessee, such customs shall be followed.

3To terminate a lease as specified in the preceding paragraph a notice shall be given in advance according to customs, but if the rental of a real property is payable weekly, fortnightly or monthly, termination is effective only at the end of the calendar week, or fortnight, or month, and a notice shall be given at least one week or fortnight or month in advance.

If, after the end of the lease, the lessee still continues to use the thing leased or to collect profits therefrom, and the lessor does not immediately express his intent to the contrary, the lease is deemed to be continued for an indefinite period.

If the lessee died, his successor may terminate the lease by giving notice in advance according to the provisions of the third paragraph of Article 450, even if the lease was made for a definite period of date.

If the lease is made for a definite period and if it is agreed that one of the parties may terminate the lease before its end, a notice of such termination shall be given in advance according to the provisions of the third paragraph of Article 450.

If the lease is terminated according to the provisions of the two preceding articles, the lessor shall return the rental which he has received in advance for those terms falling due after such termination.

The lessee shall, at the end of the lease, return the thing leased. If the thing leased possesses productivity, he shall return to the lessor and maintain the thing in a state of normal productivity.

1Claims by the lessor against the lessee for compensation for injury caused to the thing leased, and claims by the lessee for the return of expenses, and his right for the removal of the work done to the thing leased, are extinguished by prescription if it is not exercised within two years.

2The period as specified in the preceding paragraph commences for the lessor from the date when he accepts the return of the thing leased, and for the lessee from the date of the end of the lease.

1The lessee of an agricultural land may demand for a reduction or release of the rental, if by reason of force majeure, the profits of the thing leased have decreased or totally failed.

2The right to demand for a reduction or release of the rental as specified in the preceding paragraph cannot be waived beforehand.

1The lessor of agricultural land cannot receive the rental in advance.

2The lessor shall not refuse to receive, if the lessee fails to pay whole of the rental in accordance with the period instead of paying a part of the rental.

1The lessor of an agricultural land may terminate the lease before the end of the period of the lease in either of the following circumstance,

2(1) The lessee died without successors or his successors without cultivation ability.

3(2) The lessee has not cultivated for the duration more than one year, it is not by the reason of force majeure.

4(3) The lessee sublets the whole or a part of the agricultural land leased to other.

5(4) The sum of the rental in arrears corresponds to two years.

6(5) The agricultural land has arranged according to the act or changed to be a land not for cultivating.

The lease of an agricultural land with an indefinite period, the lessor in addition to restore such land for his own cultivation, may terminate the lease only if in the case specified in each paragraph of preceding article or the lessee acts against the provisions of Article 432, or the provisions of the second paragraph of Article 462.

Termination of the lease made by the lessor of an agricultural land, the end of the lease shall be after the season when the crops are reaped, and before the beginning of the next cultivation.

1The lessor of an agricultural land sell or dian the agricultural land, the lessee is entitled to have a first right of priority to buy or dian it according to the same condition.

2The provisions of the second and third paragraph of Article 426-1 shall apply mutatis mutandis to preceding paragraph of buying or dianing.

If the lessee of an agricultural land has incurred expenses of the cultivation of crops which are not yet to be reaped after the termination of the lease, he may demand the return of such expenses from the lessor, however, provided that his claim shall not exceed the value of such crops.

1The lessee of an agricultural land in addition to maintain the original nature and efficiency of the agricultural land, he may raise the production of the agricultural land or improve a handy cultivation. However, he shall notify the entries of improvement and the sum of expense to the lessor in writing.

2The lessee may demand the lessor to return the expense specified in the preceding paragraph, when the lessee return the agricultural land. However, the price is limited to the part which hasn't lost its utility.

1When agricultural implements, livestock, and other accessories are leased together with an agricultural land, an inventory of the same, showing their individual value at the time of the conclusion of the lease, shall be made in duplicate, and signed by the parties. Each party shall keep a copy of it.

2If any of the accessories mentioned in the inventory be destroyed through a circumstance for which the lessee is responsible, the lessee is bound to supply substitutes.

3Should it be destroyed through a circumstance for which the lessee is not responsible, the lessor is bound to supply substitutes.

The lessee of an agricultural land who has received accessories according to an inventory shall return them to the lessor at the end of the lease. If he fails to do so, he shall compensate for their value according to the said inventory, except it shall be deducted from ordinary wear and tear, resulting from their use.

The provisions of this section shall apply mutatis mutandis to a lease of a right.

A contract of loan for use is a contract whereby one of parties shall deliver a thing to the other, and agrees that the latter shall return the thing after gratuitously using it.

（Repealed）

After an agreement on constituting a contract of a loan for use, the lender of the agreement may revoke such agreement. Unless otherwise the borrower of the agreement has demanded to perform the agreement and the lender of the agreement hasn't revoked immediately.

If the lender intentionally conceals a defect in the thing lent, he is responsible to the borrower for any injury resulting therefrom.

1The borrower shall use the thing lent in the ways as are agreed upon, if in the absence of such agreement, in the ways as are in accordance with the nature of the thing lent.

2The borrower shall not allow a third party to use the thing lent without the consent of the lender.

1The borrower shall preserve the thing lent with the care of a good administrator.

2If the borrower violates the provision of the preceding paragraph whereby damage or destruction has been caused to the thing lent, he is bound to compensate therefrom. However, he is not responsible for any change or damage brought about through use of the thing lent in the ways as are agreed upon or as are in accordance with the nature of the thing.

1The borrower is bound to bear the ordinary expenses for the maintenance of the thing lent. The same rule shall apply to the cost of provender in the case of a loan of animals.

2If the borrower incurs any beneficial outlays for the thing lent in consequence of increasing the value of the thing lent, the provisions of the first paragraph of Article 431 shall be mutatis mutandis applied.

3The borrower may remove any additions to the thing lent which he has made, unless he shall restore the thing lent to its status quo ante.

1The borrower shall return the thing lent at the end of the agreed period. If no such period is agreed upon, the thing shall be returned after the borrower has made use of it for the purposes of the loan. However, the lender may also demand the return of the thing lent when a reasonable period has elapsed and it may be presumed that the borrower did make use of it.

2If an indefinite period of a loan and cannot be inferred from the purposes of the loan, the lender may demand the return of the thing lent at any time.

When several persons have borrowed a thing together, they are jointly responsible to the lender.

1The lender may terminate the loan in either of the following circumstances:

2(1) If he needs the thing lent in consequence of an unforeseen circumstances.

3(2) If the borrower uses the thing lent otherwise than for the agreed use or for the ordinary uses in accordance with the nature of the thing, or allows a third party to use it without the consent of the lender.

4(3) If the borrower causes damage or danger of damage to the thing lent by neglecting to take care of it.

5(4) If the borrower died.

1A claim for damages by the lender for injury caused to the thing lent, a claim for damages by the borrower in accordance with the provisions of Article 466, a claim for the return of beneficial outlays specified provisions of Article 469 and the borrower's right to remove any addition from the thing lent, are extinguished by prescription if it is not exercised within six months.

2The period specified under the preceding paragraph commences for the lender from the date when he accepts the return of the thing lent and for the borrowers from the date of the termination of the contract.

1A contract of loan for consumption is a contract whereby one of the parties shall transfer to the other the ownership of money or other fungible things, and the parties agree that the latter shall return things of the same kind, quality and quantity.

2If one of the parties is responsibility to the other for the payment of money or other fungible things and the parties agree that it is to be the object of loan for consumption, a contract of loan for consumption is also constituted.

（Repealed）

1An agreement on constituting a contract of a loan for consumption, if interest or other remuneration has been agreed upon for a loan for consumption, one of the parties becomes incapability to pay after the agreement on constituting a contract of a loan for consumption constituted, the lender of the agreement may revoke such agreement.

2An agreement on constituting a contract of a loan for consumption, if without remuneration has been agreed upon for a loan for consumption, the provisions of Article 465-1 shall be mutatis mutandis applied,

1When interest or other remuneration has been agreed upon for a loan for consumption and if the thing lent is defective, the lender shall exchange it for another free from defect. However, the borrower may still demand for the injury.

2When the loan for consumption is gratuitous and if the thing lent is defective, the borrower may return to the lender the value which the defective thing had.

3In the case of the preceding paragraph, the borrower may still demand for the injury if the lender has intentionally concealed the defect.

Interest or other remuneration shall be paid within the agreed deadline. If no such deadline has been specified, it shall be paid at the end of the loan; unless, the duration of the loan is for over one year, it shall be paid at the end of each year.

The borrower shall return things of the same kind, quality and quantity as lent, within the agreed deadline. If no such deadline for return has been agreed upon, the borrower may return them at any time; the lender may also fix a reasonable deadline, not less than one month later, and notify the borrower to return.

1If the borrower cannot return things of the same kind, quality and quantity as lent, he shall return their value at the time and place where the return ought to have taken place.

2If no date or place of return has been agreed upon, such things are returned according to the value of the things at the time when, or place where they were when the contract was constituted.

1Unless otherwise provided by contract, the following rules shall apply for the return of money loaned:

2(1) When the money loaned is a currency which is no longer in vogue at the time of return, it shall be returned in a currency which is in vogue at the time of return.

3(2) A loan which is agreed to be calculated in a currency in vogue shall be returned in a currency in vogue at the time of return, irrespective of the fluctuation in the value of the currency which the borrower may have received.

4(3) If a loan is agreed to be calculated in a particular kind of currency, it shall be returned in the particular kind of currency or in a currency in vogue according to the market price at the time and place of return.

Notwithstanding any agreement to the contrary, if a loan of money is converted from goods or valuable securities, a sum of the loan shall be in accordance with the market value of the goods or valuable securities at the time and place of delivery.

A contract of hire of services is a contract whereby the parties agree that one of them shall service for a fixed or undefined period to the other party, and the latter shall pay remuneration.

1Remuneration is deemed to have been agreed upon, if according to the circumstances the service is not to take place without remuneration.

2If the amount of the remuneration is not agreed upon, the remuneration shall be paid according to a tariff. If there is not the tariff, the remuneration shall be paid according to customs.

The employee performs the services, under circumstances his life, body, health may be endangered, the employer shall prevent by necessary means according to such circumstance.

1The employer shall not transfer his right of the services to a third party without the consent of the employee, and the employee cannot make a third party perform the services in his place without the consent of the employer.

2If either party violates the provision of the preceding paragraph, the other party may terminate the contract.

If the employee either expressly or impliedly warrants that he has special skill, the employer may terminate the contract if without such skill.

1The remuneration shall be paid at the agreed deadline, if, in the absence of an agreement, according to customs. In the absence of an agreement and customs, the following rules shall be applied:

2(1) If the remuneration is fixed by periods, it shall be paid at the end of each period.

3(2) If the remuneration is not fixed by periods, it shall be paid at the end of the services.

If the employer delays accepting the services, the employee may demand for his remuneration without being bound to perform the service subsequently. The employer may, however, deduct from the amount of the remuneration the expenses that the employee has saved by non-performance and what the employee has gained, or could have gained but for his intentional omission, by performing services to other persons.

1When employee performing the services incurs an injury, he may demand to the employer for the injury, if, owing to circumstance for which he is not responsible.

2If there is someone else who shall be responsible for the injury prescribed in the preceding paragraph, the employer may make a claim against this person for reimbursement.

1If the duration of hire of services is fixed, the contract of hire of services terminates with the end of that duration.

2If the duration of hire of services is not fixed or can not be fixed in accordance with the nature or purpose of services, either party may terminate the contract at any time, however, if customs is in favor of the employee, such customs shall be followed.

1Even though the duration of the hire of services has been agreed upon, either party may, in the event of any serious occurrence, terminate the contract before the end of such duration.

2If the occurrence as specified in the preceding paragraph be due to the negligence of one of the parties, the other party may demand for the injury from him.

1A contract of hire of work is a contract whereby the parties agrees one of them complete a definite work for the other party, who pays him remuneration after the completion of the work.

2The value of the materials is presumed to be part of remuneration whereby the parties agree that the undertaker provides the materials.

1Remuneration is deemed to have been agreed upon, if according to the circumstances the completion of the work is not to take place without remuneration.

2If the amount of the remuneration is not agreed upon, the remuneration shall be paid according to a tariff. If there is no such tariff, the remuneration shall be paid according to customs.

The undertaker shall complete the work in such a manner that the result has the agreed qualities and doesn't be affected with defects which destroy or reduce its value or its fitness for ordinary purposes or for the purposes agreed in the contract.

1If there is any defect in the work, the proprietor may fix a reasonable period and demand the undertaker to repair the defect within such period.

2If the undertaker fails to repair the defect within the period specified in the preceding paragraph, the proprietor himself may repair the defect and demand to the undertaker for the return of the necessary expenses arising therefrom.

3If the repair of the defect would require a disproportionate outlay, the undertaker may refuse to repair the defect, and the provisions of the preceding paragraph shall not be applied.

When the undertaker fails to repair the defect within the period specified in the first paragraph of the preceding article, or refuses to repair the defect according to the provisions of the third paragraph of the preceding article, or the defect cannot be repaired, the proprietor may rescind the contract or demand a reduction of the remuneration. If, however, the defect is not important, or if the contract is for the construction of a building or other works on land, the proprietor shall not rescind the contract.

1When the defect of work occurred is due to circumstances for which the undertaker is responsible, the proprietor may demand the injury arising therefrom in addition to the repair of the defect, or the rescission of the contract, or the reduction of the remuneration as specified in the two preceding articles.

2In the case specified in the preceding paragraph, if the contract is for the construction of a building or other works on land, and the defect is serious so that cannot use for the purpose, the proprietor may rescind the contract

If the defect of the work is due to the nature of the materials provided by the proprietor, or to proprietor's instructions, the proprietor does not have the rights under the three preceding articles, unless the undertaker knew of the nature of the materials or of the inappropriate instructions and failed to notify to the proprietor.

1If it is due to the undertaker's own negligence, in the process of the work, it clearly appears that the work will be defective or other circumstances violates the contract, the proprietor may fix a reasonable period and demand the undertaker to mend the work or to comply with the contract within such period.

2If the undertaker fails to mend the work or comply with the contract within the period specified in the preceding paragraph, the proprietor may mend the defect or have the work continued by a third party, the undertaker is bound to take the dangers and expenses.

1The rights of the proprietor as specified in Articles 493 to 495 shall not be asserted if the defects have not been discovered within one year after the delivery of the work.

2If by reason of the nature of the work, no delivery can take place, the one year period specified as the preceding paragraph commences from the completion of the work.

In the case of the construction of a building or other works on land, and of vital repairs to the said building or works, the deadline specified in the preceding article shall be extended to five years.

The deadlines specified in Articles 498, and 499 are extended to five years and ten years respectively in case of the defects of the work which the undertaker has intentionally concealed.

The deadlines specified in Articles 498 and 499 may be extended by agreement between the parties but they shall not be reduced.

An agreement releasing or limiting the undertaker of his warranty of defects in the work is void if the undertaker has intentionally concealed the defect.

1If, owing to circumstances for which the undertaker is responsible, the work is completed not within the agreed deadline, or, in the absence of such agreement, or not within a reasonable deadline, the proprietor may demand a reduction in the remuneration or for the injury arising by the delay.

2In the case specified in the preceding paragraph, if completion or delivery of the work at a fixed deadline is an essential element of the contract, the proprietor may rescind the contract and demand for the injury arising from failing to perform.

If, owing to circumstances for which the undertaker is responsible, the work is delayed in such a manner that it can be foreseen that it cannot be completed within the deadline and the delay be such as would have entitled him to rescind the contract after the work is completed, the proprietor may rescind the contract according to the provisions of the second paragraph of preceding article, and demand for the injury.

The undertaker is not liable for the consequences of delay, if the proprietor has accepted the work after the delay without reservation.

1The remuneration shall be paid at the time of delivery of the work, or, if no delivery can take place, shall be paid at the time of its completion.

2If the work is to be delivered in parts and a separate remuneration has been specified for each separate part, the remuneration for each part shall be paid at the time of its delivery.

1If, at the time of the making of the contract, only an approximate estimate has been made for remuneration, and if, owing to circumstances for which the proprietor is not responsible, the remuneration will greatly exceed the estimate, the proprietor may rescind the contract either during the execution of the work or after its completion.

2In the case specified in the preceding paragraph if the contract is for the construction of a building or other works executed on land, or for vital repairs of the said building or works, the proprietor may only demand for a reasonable reduction of the remuneration; or, if the work is not completed, he may notify the undertaker to cease the work and may rescind the contract.

3When the proprietor rescinds the contract in accordance with the provisions of the two preceding paragraphs, he shall compensate reasonably to the undertaker for the injury.

1If an action of the proprietor is necessary for the execution of the work and the proprietor fails to do it, the undertaker may fix a reasonable deadline and notify the proprietor to do the action within such deadline.

2If the proprietor fails to do the action within the deadline specified in the preceding paragraph, the undertaker may rescind the contract, and demand for the injury arising therefrom.

1The undertaker takes the danger of damage or destruction of the work before its acceptance by the proprietor. If the proprietor delays accepting such work, the danger passes on to him.

2The undertaker is not responsible for loss or destruction by force majeure of materials provided by the proprietor.

If, before the proprietor accepts the work, which is damaged or destroyed, or cannot be completed on account of the defects in the materials provided by him or on account of his inappropriate instructions, and if the undertaker has, immediately, notified the proprietor of such defects or such inappropriate instructions, the undertaker may demand for a part of the remuneration proportionate to the labor performed, and the return of the expenses paid in advance. The undertaker may also demand for further injury if the proprietor is negligent.

In the case of acceptance specified as provisions of the two preceding articles, if the nature of the work, no delivery can take place, the time of completion of the work is deemed to be the time of acceptance.

The proprietor may terminate the contract at any time before the completion of the work, however, he shall compensate to the undertaker for any injury resulting from such termination.

1If the personal skill of the undertaker is an essential element of the contract, the contract terminates when the undertaker died or when without his own negligence he becomes incapable of completing the work agreed upon.

2If a part of the work has already done which is useful to the proprietor, he is bound to accept it and to pay a reasonable remuneration for it.

1When the contract of hire of work is for the construction of a building or other works on land or for vital repairs on such building or works, the undertaker in accordance with the remuneration of the relation of hire of work on the real property of the proprietor upon which the work is done, may demand the proprietor to register a right of mortgage, or may demand to register a right of mortgage in advance to the real property of the proprietor which will be done in the future.

2The demand specified in the preceding paragraph, the undertaker may also do it before the work commences.

3The register of a right of mortgage specified in the two preceding paragraphs, if the contract of hire of work has been notarized, the undertaker may apply himself.

4In the case of the first and second preceding paragraphs, a right of mortgage registered in accordance with the remuneration of repairing, up to the extent of the value of the work increased by repairing, is superior to the mortgage registered earlier.

1The right of the proprietor to demand for the repair of a defect, or for the return of expenses made for the repair of defect, or for a reduction of the remuneration, or for the injury, or for a rescission of the contract, is extinguished by prescription if it is not exercised within one year from the discovery of the defect.

2The right of the undertaker to demand for the injury or to rescind the contract is extinguished by prescription if it is not exercised within one year from the occurrence of the causes on which such demand is based.

1A tourist agency is a person who carries on a business of providing a travel service for traveler and receives the expense of the travel.

2The travel service specified in the preceding paragraph is to arrange an itinerary, provide communications, provide board and lodging, and a tour guide or other service.

1A tourist agency shall, according to the traveler's request, draw up the following entries in writing to the traveler:

2(1)The name and address of a tourist agency;

3(2) A roll of traveler;

4(3) A travel district and an itinerary;

5(4) A tourist agency provides communications, board and lodging, a tour guide or other service and its quality;

6(5) What kind of travel insurance and its price;

7(6) Other entries;

8(7) The date of filling in it.

1If an action of the traveler is necessary for the travel and the traveler fails to do it, the tourist agency may fix a reasonable deadline and notify the traveler to do the action within such deadline.

2If the traveler fails to do the action within the deadline specified in the preceding paragraph, the tourist agency may rescind the contract, and demand for the injury arising therefrom.

3After the travel has commenced, if the tourist agency rescind the contract according to the preceding paragraph, the traveler may demand the tourist agency to pay the expense in advance for sending them to the original place where they started off. The traveler shall return it with interest after he arrives.

1Before the travel starts, the traveler may change to the third party instead to join in the travel. The tourist agency shall not refuse without good causes.

2If the third party is being a traveler according to the provision of the preceding paragraph, and the expense increases resulting therefrom, the tourist agency may demand him to pay. If the expense reduces, the traveler shall not demand to return.

1The tourist agency shall not change the content of the travel without unavoidable circumstances.

2If the tourist agency changes the content of the travel according to the provision of the preceding paragraph, he shall return the reduction of the expense to the traveler; he cannot gather the increase of the expense to the traveler.

3If the tourist agency changes the itinerary of the travel according to the provision of the first paragraph, the traveler may terminate the contract if he doesn't consent it.

4If the traveler terminates the contract according to the provision of the preceding paragraph, he may demand the tourist agency to pay the expense in advance for sending them to the original place where they started off. The traveler shall return it with interest after he arrives.

The travel service provided by the tourist agency shall have ordinary value and the agreed qualities.

1If the travel service doesn't have the value and quality specified in the preceding paragraph, the traveler may request the tourist agency to improve it. If the tourist service doesn't improve or cannot improve, the traveler may demand for the reduction of the expense, if, under the circumstance it's hard to reach the purpose of expectation, the traveler may terminate the contract.

2If, owing to circumstances for which the tourist agency is responsible to the travel service lacking the value or quality specified in the preceding paragraph, the travel may in addition to demand for the reduction of the expense or the termination of the contract, may demand for the injury.

3If the traveler terminates the contract according to the provisions of the preceding two paragraphs, the tourist agency shall send the traveler to the original place where they started off. The tourist agency is bound to pay the expense resulting therefrom.

If, owing to circumstances for which the tourist agency is responsible to the travel doesn't proceed according to the itinerary agreed, the traveler may demand for the injury of a reasonable sum of money which is counted by day, in accordance with the waste of time. However, the sum of the injury for each day shall not exceed the average sum of each day which the tourist agency has received from the travel outlays.

1Before the travel hasn't been finished, the traveler may terminate the contract at any time. However, he shall compensate to the tourist agency for the injury resulting therefrom.

2The provision of the fourth paragraph of Article 514-5 shall apply mutatis mutandis to the preceding paragraph.

1If an accident of the body or the property happens to the traveler during the travel, the tourist agency shall give a necessary help and disposition.

2The accident specified in the preceding paragraph, if, owing to circumstances for which the tourist agency is not responsible, the traveler is bound to pay the expense resulting therefrom.

If the tourist agency arranges the traveler to go shopping in the specific place, and the thing which he bought is defective, the traveler may request the tourist agency to help him to dispose within one month after he received such thing which he bought.

The claim for increase, reduction or return of the expense, the claim for compensation for the injury, and the claim for the return of expense paid in advance specified provisions of this section is extinguished by prescription if it is not exercised within one year from the end of the travel or the travel shall end.

1A contract for publication is a contract whereby one of the parties agrees to deliver to the other for publication a literary, a scientific, an artistic, or others of the writings, and the latter agrees to print or in other ways to reproduce and publish the said writings.

2Writing for a publication in a newspaper or a magazine has been published, it is presumed to be constituted the contract for publication.

1The right of publication cedes to the editor when the person ceding the right of publication according to the contract for publication delivers the writing to the editor.

2The provision of preceding paragraph, the editor's right of publication ceded, is extinguished at the end of the contract for publication.

1The rights of the author who are entitled to the intellectual property are exercised by the editor, in so far as it is necessary for the legal authority of the execution.

2The person ceding the right of publication shall warrant that, at the time when the contract is constituted, he has the right of ceding the publication; and, if the writing is protected by law, he shall also warrant that he has its copyright.

3If the whole or a part of the writing has already been delivered to a third party for publication, or has been publicly published by such third party to the knowledge of the person ceding the right of publication, such person shall inform the editor about it before the conclusion of the contract.

So long as the copies which the editor may reproduce and publish are not exhausted, the person ceding the right of publication shall not dispose to the prejudice of the editor of the whole writing or of any part of it, unless otherwise provided by the contract.

1If the number of editions has not been agreed, the editor may print only one edition.

2If according to the contract, the editor may publish several editions or to publish the writing indefinitely and he neglects to reproduce a new edition after the last one is exhausted, the court may, on the application of the person ceding the right of publication, order that a new edition be published by the editor within a fixed deadline. Failure by the editor to comply with this order within such deadline his right of publication is deprived.

1The editor shall not add or shorten or modify the writing.

2The editor shall reproduce the writing in appropriate form. He shall also make the necessary advertisements and take the ordinary measures to promote the sales of the publication

3The selling price of the publication is to be fixed by the editor, but it shall not be fixed too high so as to hinder the sale of the publication.

1The author may correct or revise his writing in so far as it does not harm the interests of the editor, or does not increase his responsibility. However, he shall compensate to the editor for all unexpected expenses resulting therefrom.

2The editor shall give the author the opportunity to correct or revise the writing, before a new edition is reproduced.

1Where several writings of one and the same author are delivered to the editor to be published separately, the editor shall not publish them collectively.

2The person ceding the right of edition whereby several writing of the same author or several authors are delivered to the editor to be published collectively, the editor shall not publish them separately.

（Repealed）

1Remuneration is deemed to have been agreed upon, if in accordance with the circumstances the delivery of the writing is not to take place without remuneration.

2If the editor has the right to publish several editions, relating to remunerations and other conditions for publishing the subsequent editions are presumed to be the same as the last one.

1Remuneration shall be paid when the reproduction of the whole writing is completed, if it is to be issued as a whole, or when the reproduction of each part is completed if it is to be issued separately.

2When the whole or a part of the remuneration is to be fixed according to the results of the sale, the editor shall pay such remuneration counted by customs and produce proof of his account of sale.

1When the writing, after having been delivered to the editor, is destroyed by force majeure, the editor is still liable to pay the remuneration.

2If the person ceding the right of edition keeps a duplicate copy of the writing destroyed, he is bound to deliver it to the editor; but in case there is no duplicate copy, if the person ceding the right of edition is the author, he shall remake it, if the work does not take much labor.

3In the case specified in the preceding paragraph, the person ceding the right of edition may demand for a reasonable compensation.

If before publishing, the publication of reproduction completed, the whole or a part of the edition is destroyed by force majeure, the editor may republish at his own expense the part that is destroyed without paying an additional remuneration to the person ceding the right of edition.

1A contract of publication is extinguished if, before the completion of the writing, the author died or becomes incapable, or it is impossible to have it completed without his own negligence.

2In the case specified in the preceding paragraph, if it is possible and fair to continue the whole or part of the contract of publication, the court may allow it to be continued and order the necessary disposition.

A contract of mandate is a contract whereby the parties agree that one of them commissions the other party to deal with his affairs, and the latter agrees to do so.

With regarding to the provisions of Mandate shall apply to any contract concerning the performance of services which does not belong to any kind of other contracts provided for by the act.

A person who publicly expresses to take commission to deal with affairs specified is deemed to have accepted a mandate relating to such affairs, if he does not notify offeror immediately to refuse it.

If, in order to deal with the affairs commissioned to him, the mandatory has to make juridical acts, which are required by the act to be in writing, giving the power of dealing with the affairs shall also be in writing. If a delegated power is given, the giving of delegated power shall apply the same rule.

The scope of the power of the mandatory is agreed by the contract of mandate, or, in the absence of such agreement, according to the nature of the affair commissioned. The principal may give to the mandatory one or several affairs for specific mandate, or he may give a general mandate for all the affairs.

The mandatory who has been given a general mandate may do whatever is necessary for the principal, of dealing with the affair commissioned.

1The mandatory who has a general mandate may do all acts, unless the following acts for which a specific commission shall be given:

2(1) To sell real property or create a right in rem over it;

3(2) To lease real property for a period of more than two years;

4(3) To make a gift;

5(4) To make a compromise;

6(5) To bring an action for the satisfaction of a claim;

7(6) To submit a dispute for arbitration.

The mandatory who deals with the affair commissioned, shall be in accordance with the instructions of the principal and with the same care as he would deal with his own affairs. If he has received the remuneration, he shall do so with the care of a good administrator.

A mandatory shall not deviate from the instructions of his principal except in cases of urgency, and provided that from the circumstances he can presume that the principal would permit of the deviation, if he had knowledge of the state of affairs.

The mandatory shall deal personally with the affairs commissioned. However, if the principal has consented, or customs, or unavoidable circumstances, he may commission a third party instead to deal with the said affairs.

1If the mandatory has commissioned a third party instead to deal with the affairs which are the object of the mandate contrary to the provisions of the preceding article, he is liable for the acts of such third party in the same way as for his own.

2If the third party has been commissioned instead to deal with the affairs which are the object of the mandate in accordance with the provisions of the preceding article, the mandatory is liable only for the selection of such third party, and the instructions which he has given to the third party.

When a third party has been commissioned instead to deal with the affairs which are the object of the mandate, the principal has a direct right of demand to such third party relating to the execution of the affairs which are the object of the mandate.

The mandatory shall inform the principal of the progress of the affairs commissioned. He shall give a definite report of his account at the end of the mandate.

1The mandatory shall deliver to the principal the moneys, things and profits which he received or collected in consequence of the dealing of the affairs commissioned.

2The mandatory shall transfer to the principal the rights which he acquires in his own name but on behalf of the principal.

If the mandatory has used for his own interests money which he shall have delivered to his principal or to have used in the interests of the principal, he shall pay interest thereon from the date when he used it for his own interests. He shall also compensate for the injury, if any.

The principal shall not transfer to a third party the claim of dealing the affairs commissioned without the consent of the mandatory.

The mandatory shall be liable to the principal for any injury resulting from his negligence in the execution of the affairs commissioned or from such acts as are beyond his authority.

The principal shall, if required by the mandatory, pay him necessary outlays for the dealing of the affairs commissioned.

1If the mandatory, in the dealing of the affairs commissioned, has incurred necessary outlays, the principal shall return them with interest from the date when he paid for it.

2If the mandatory in the dealing of the affairs commissioned has born a necessary obligation, he may demand the principal to perform such obligation in his place; or if the obligation is not yet matured, he may demand the principal to furnish a proper security for its performance.

3If, in the dealing of the affairs commissioned, the mandatory has incurred injury through a circumstance for which he is not responsible, he may demand for the injury from the principal.

4If there is someone else who shall be responsible for the injury prescribed in the preceding paragraph, the principal may make a claim against this person for reimbursement.

Although remuneration has not been agreed upon, the mandatory may demand for such remuneration by customs, or by the nature of the affairs commissioned which shall pay the remuneration.

1When the mandatory shall receive remuneration, he shall not demand to pay until the end of the mandate and after the mandatory has given a definite report of his accounts, unless otherwise provided by the contract.

2If, owing to circumstances for which the mandatory is not responsible, the mandate has ended before the completion of the dealing of the affairs commissioned, the mandatory may demand for the remuneration for such part he has dealt.

1Either party to a contract of mandate may terminate it at any time.

2One of the parties who terminate the contract of the mandate at a period which is prejudicial to the other party shall pay to the other party for any injury resulting therefrom, unless the termination has to take place by reasons for which the party terminating the contract of the mandate is not responsible.

The mandate terminates when one of the parties dies, or bankrupts, or loses his capacity to make juridical acts, unless it is otherwise provided by contract, or unless, from the nature of the affairs commissioned, such mandate cannot be extinguished.

In the case specified in the preceding article, when the extinction of the mandate would be prejudicial to the interests of the principal, the mandatory, his successors or his guardian shall continue the dealing of the affairs, until the principal, his successors or his guardian themselves can continue to deal the said affairs.

When the causes for the extinction of the mandate arise through one of the parties, the mandate is deemed to continue, until the other party knows or may know of such causes.

1A manager is a person who has authorized by a firm, to manage the affairs of a firm and to sign on behalf of the said firm.

2The authorization of power of the manager under the preceding paragraph may be expressed or implied.

3The power of the manager may be limited to the management of a particular line of business of the firm or to the management of a particular branch or several branches of the firm.

1As regard to third parties, a manager is deemed to have a power to do whatever is necessary for the management of the firm, or branch, or line of business authorized to him.

2However, the manager shall not sell or buy or create a right in rem over real property, unless he has been authorized in written form.

3The limitation with regard to the buying or selling real property specified in the preceding paragraph shall not apply to a manager of a firm which is on business of buying or selling real property.

A manager is deemed to have a power to represent his firm as a plaintiff or defendant, or to do any other acts in actions, for the business authorized.

The firm may authorize to several managers, but the joint signatures of two of them are effective to the firm.

The limitation to the power of a manager other than those specified in the third paragraph of Article 553, the second paragraph of Article 554, and Article 556, shall not be a valid defense against any bona fide third parties.

1A commercial agent is a person who, are not a manager, is commissioned by a firm to deal with the whole or a part of the affairs, in the name of the firm, in a specified place or area.

2As regard to third parties the commercial agent is deemed to have a power to do whatever is necessary for the affairs which he is commissioned.

3A commercial agent shall not bear the duty of the note or loan for consumption or file an action in court, unless he has been authorized in written form.

The commercial agent shall inform to his firm of the commercial conditions of his place or district, at any time, concerning the affairs which he is commissioned. He shall report immediately to his firm any transaction which he has made for it.

A commercial agent can demand for the remuneration or reimbursement of expenses as agreed upon. If, in the absence of such agreement, according to customs, and in the absence of such agreement or customs, his remuneration shall be proportionate to the importance and volume of the affairs which he has done for his firm.

1If the duration of the power of the commercial agent is not fixed, either party may terminate it at any time, unless three months notice in advance shall be given to the other party.

2One of the parties may also terminate the contract at any time without notice in advance in case the termination has to take place by reasons for which the party terminating the contract is not responsible.

A manager or commercial agent shall not without the consent of his firm enter on his own account or on account of third parties into any business of the same kind as that which he is commissioned for his firm, nor can he be a partner with unlimited liability in a commercial firm which carries on the same kind of business.

1If an action of a manager or commercial agent violates the provisions specified in the preceding article, his firm may demand from him, as the injury, the profits resulting from his act.

2The right to claim under the preceding paragraph is extinguished by prescription if it is not exercised within two months from the time when the firm knew of the violation or within one year from the date of the act.

The power of a manager or commercial agent is not extinguished, when the owner of the firm dies, bankrupts or loses his capacity to make juridical acts.

A contract of brokerage is a contract whereby one of the parties agrees to inform the other party of the occasion to constitute a contract, or to act as intermediary for the conclusion of a contract, and such other party agrees to pay him remuneration.

1Remuneration is deemed to have been agreed upon, if from the circumstances the broker is not to apply the information for the conclusion of the contract or to act as an intermediary for it without remuneration.

2If the amount of the remuneration is not specified, it shall be paid according to the tariff. If there is not a tariff, the remuneration shall be paid according to custom.

1The broker is bound to accurately to each party report the circumstances of the proposed transaction, so far as he knows them. He shall not act as intermediary for a person who is notoriously insolvent or whom he knows to have no capacity to enter into the proposed contract.

2A business broker has duty of investigation about the circumstances of the proposed transaction and the solvency or capacity of each party to enter into the proposed contract.

1The broker is entitled to his remuneration only if the contract is constituted through his intermediary or due to the information supplied by him.

2When the contract is constituted under a suspenseful condition, the broker shall not claim the remuneration until the condition is fulfilled.

1The broker is entitled to claim reimbursement for expenses incurred by him only if such reimbursement has been agreed upon.

2The provisions of the preceding paragraph shall be applied even if no contract is constituted after the broker has supplied the information or acted as an intermediary.

Unless otherwise provided for by contract or by custom, each party to the contract shall bear an equal part of the remuneration to which the broker is entitled for having acted as intermediary.

The broker forfeits his rights to remuneration and to reimbursement of expenses if he acts in the interest of the other party contrary to his obligations to the principal, or if he accepts from such other party advantages under such circumstances as violating the rules of good faith.

If the agreed remuneration is not proportionate to the actual value of the services rendered by the broker to such an extent that unfairness of the transaction appears, the court may at its discretion, on the application of the person who is responsible for the remuneration, reduce it to a reasonable amount. But no claim shall be made for the return of the remuneration already paid.

An agreement promising remuneration for matrimonial brokerage, the claim of remuneration is not enforceable.

A broker has no authority to make or to receive on behalf of the parties prestations concerning the contract entered into through his intermediary.

1The broker is bound, if so instructed by one of the parties, not to disclose the name of such party or of such party's firm to the other party in the contract.

2When the broker does not disclose to one of the parties the name of the other party or of the other party's firm, he is personally liable for the performance of the obligations of such other party resulting from the contract and he has authority to receive prestations on behalf on such party.

A commission agent is a person who undertakes, as a business, to buy or sell the personal property or deal any other commercial transaction in his own name but on account of a principal, for a remuneration.

In addition to the provisions contained in the present title, the provisions concerning Mandate shall apply to the Commission Agency as well.

The commission agent personally acquires rights against and incurs obligations towards the parties with whom he transacts business on account of the principal.

Unless otherwise provided by the contract or by the custom, if the other party to a contract, which a commission agent made on behalf of a principal, does not perform his obligations, the commission agent is directly liable to the principal for the performance of the contract.

When a commission agent has made a sale for a lower price or has made a purchase for a higher price than that specified by the principal, he shall compensate the difference, of the sale or purchase.

If the commission agent constitutes a sale for a higher price, or constitutes a purchase for a lower price than that specified by the principal, the benefit shall belong to the principal.

The commission agent is entitled to such remuneration, storage charges and transportation charges as are specified in the contract, or as are customary. He is also entitled to reimbursement of the expenses plus interests which he makes in the interests of the principal.

1So long as the things bought or sold by the commission agent on account of the principal are in the possession of the commission agent, the rules concerning Deposit shall be applied.

2The commission agent is not bound to insure the things mentioned in the preceding paragraph, unless he has been otherwise instructed by the principal.

If goods entrusted to a commission agent for sale is arrived in a defective condition, or if owing to their perishable nature, the commission agent is bound to take, for the protection of the interests of the principal, such steps as he would take for the protection of his own interest.

1If the principal refuses to accept the goods bought by the commission agent under orders of the principal, the commission agent may fix a reasonable deadline and notify the principal to accept within such deadline. If the principal fails to accept the goods within such deadline, the commission agent may sell them by auction and appropriate the proceeds of the sale up to the amount due to him by the principal by reason of the contract of commission. The balance, if any, may be lodged.

2Goods that are easy to corrupt may be sold without notice.

If goods entrusted to a commission agent for sale could not be sold, or if the order to sell has been revoked by the principal, and the principal fails to take back the goods or to dispose of them within a reasonable time, the commission agent may exercise his rights in conformity with the provisions of the preceding article.

1Unless there is an agreement to the contrary, the commission agent who has been ordered to buy or sell currency, stocks or things which have a market quotation may himself be the seller or buyer, the price being determined in accordance with the market quotation at the time of the sale or purchase made in conformity with the orders of the principal.

2The commission agent is entitled to exercise his claims specified in Article 582 even in the case specified in the preceding paragraph.

In cases where the commission agent is entitled to be himself the seller or buyer, if he notifies the principal of the conclusion of the contract without disclosing the name of other party, he is deemed to have assumed personally the obligations of such other party.

1A contract of deposit is a contract whereby one of the parties delivers a thing to the other party, who agrees to keep it in his custody.

2The depositary is not entitled to remuneration unless otherwise provided for by contract or unless according to the circumstances the keeping into custody is not to be assumed without remuneration.

The depositary is bound to take as much care of the thing deposited as he takes of his own things. If the deposit is undertaken for remuneration, the depositary is bound to keep the thing in his custody with the care of a good administrator.

1The depositary may not use the thing deposited or allow a third party to use it without the consent of the depositor.

2The depositary, who acts contrary to the provisions of the preceding paragraph, shall pay a reasonable compensation to the depositor. He is also liable for damages, if any, except he can prove that the injury would have occurred even if the thing had not been used.

The depositary shall personally keep the thing deposited. He may, however, entrust its custody to a third party if he is allowed to do so by the depositor, or by custom, or in case of unavoidable circumstances.

1The depositary who entrusts the custody of the thing deposited to a third party contrary to the provisions of the preceding article is liable for any injury thereby caused to the thing deposited, except he can prove that the injury would have happened even if the thing deposited had not been entrusted to such third party.

2The depositary who entrusts the custody of the thing deposited to a third party in conformity with the provisions of the preceding article is liable only for the selection of such third party and for the instructions which he has given to the said third party.

The depositary may not change the method of custody which has been agreed upon, except in case of urgency when he may assume that the depositor would approve of the change if he knew of the state of affairs.

The depositor is bound to reimburse the depositary for expenses which were necessary for the preservation or maintenance of the thing deposited, and is also bound to pay the interests of the expenses. But if it is otherwise agreed upon, such an agreement shall be applied.

The depositor is liable for any injury caused to the depositary and resulting from the nature of defects of the thing deposited, except at the time of deposit he did not know of the defect or the dangerous character of the thing and his ignorance was of no negligence, or except the depositary knew of them.

Although the parties have fixed a deadline for the return of the thing deposited, the depositor may still at any time demand the return of it.

1If the parties have fixed no deadline for the return of the thing deposited, the depositary may return it at any time.

2If a deadline has been fixed, depositary shall not return the thing deposited before the expiration of that period, except in a case of unavoidable circumstances.

The depositary is bound to return together with the thing deposited and any profits which may have accrued from it.

1The return of the thing deposited shall be made at the place where the thing was to be kept.

2If the depositary has removed the thing to another place in accordance with the provisions of Article 592 or 594, the return may be made at the place where the thing actually is.

1If a remuneration has been agreed upon, it is payable at the termination of the deposit. If the remuneration is fixed by periods, it is payable at the end of each period.

2If the custody of the thing deposited be suspended owing to a circumstance for which the depositary is not liable, the depositary may claim a portion of the remuneration proportionate to his services rendered, unless otherwise provided for by contract.

1The depositary is bound to return the thing deposited to the depositor, notwithstanding any claim of a third party who asserts a right over it, unless such person files an action against the depositary or attaches the thing.

2In the case of an attachment or action by such third party, the depositary shall inform the depositor without delay.

Claims for remuneration, reimbursement of expenses or the injury relating to a contract of deposit are extinguished by prescription, if not exercised within one year from the date of the termination of the deposit.

1In the case of a deposit of fungible things, if it is agreed that the ownership of such things transfers to the depositary, and that the depositary shall return things of the same kind, quality and quantity, is consumption deposit. The provisions concerning Loans for Consumption shall be mutatis mutandis applied from the moment when the things were accepted by the depositary.

2Consumption deposit, if a period has been fixed for the return of the thing deposited, the depositor shall not claim the return of the thing before the expiration of that period, except in case of unavoidable circumstances.

3If there are commercial customs rules, the preceding paragraph shall not be applied.

If the deposit is one of money, it is presumed to be the consumption deposit.

1In the case of a deposit of fungible things, if it is not agreed that the ownership of such things transfers to the depositary with the consent of depositor, the depositary may keep things of the same kind, quality and quantity which are belonged to depositor mixed with the other things from him and other depositors, every depositor gets the ownership in accordance with the percentage of the things mixed together.

2The depositary keeps the things by the preceding paragraph, may return things of the same kind, quality and quantity to depositor.

（Repealed）

（Repealed）

The proprietor of a hotel or such other place where guests are received for lodging is liable for any damage or loss of to the things which a guest has brought with him, except the damage was caused by force majeure, or resulted from the nature of the thing, or due to the intentional or negligent acts of the guest himself or of his fellow guests or of the servants of the guest or of persons whom the guest has received.

The proprietor of a restaurant or a bathhouse or the other similar places, is liable for any damage or loss of to the ordinary things which the guest has brought with him, except in the cases provided for in the exception of the preceding article.

1The proprietor is not liable for money, valuable securities, jewelries or other valuables, unless they have been deposited with the proprietor with a specification of their nature and quantity.

2The proprietor is liable for the loss or injury of the article specified in the preceding article, which he has refused without justifiable cause to receive into safe custody. The same rule shall be applied when the damage or loss is caused through the intentional or negligent acts of the proprietor himself or his agents.

A notice, which excludes or limits the liability of the proprietor provided for in the three preceding articles, is void.

The guest shall give notice to the proprietor of the damage or loss immediately after knowledge of the same. If he delays giving such notice, he forfeits his right to claim for the injury.

The right to claim for damages arising from the provisions of Articles 606 to 608, is extinguished by prescription if not exercised within six months from the date of the discovery of the lose or damage. The same rule shall be applied when six months have elapsed from the departure of the guest.

1The proprietor is entitled to retain the luggage or other property of the guest, until he has been paid the whole of what the guest may owe him in respect to lodging, food, shower or the other services and disbursements.

2The provisions of Article 445 to Article 448 shall apply mutatis mutandis to the right of retention of the preceding paragraph.

A Warehouseman is a person who undertakes, as a business, the storage and custody of goods for other persons for remuneration.

In addition to the provisions of the present title, the provisions concerning Deposit shall apply mutatis mutandis to Warehousing.

After the warehouseman received the goods and was required by the depositor shall make out and deliver to the depositor a receipt of warehousing.

1The receipt of warehousing shall contain the following particulars and be signed by the warehouseman:

2(1) The name and address of the depositor;

3(2) The place of storage;

4(3) The kind of goods stored, their quality and quantity and the kind, number and marking of the packages;

5(4) The place where and the date when the receipt of warehousing is made out.

6(5) The period for which the goods are stored, if that has been fixed;

7(6) The remuneration for storage;

8(7) If the goods stored are insured, the amount of the insurance, the deadline for which the goods are insured and the name of the insurer.

9The warehouseman shall enter the same particular mentioned above in the carbon copy of the warehouse register.

1The holder of the receipt of warehousing may require the warehouseman to divide the goods stored and to issue to him a separate receipt for each part, provided that the holder shall return the original receipt of warehousing to the warehouseman.

2The expenses for such divisions and for the issuance of the new receipt of warehousing specified under the preceding paragraph shall be borne by the holder.

The transfer of ownership of the goods entered in a receipt of warehousing is not effective unless the receipt has been endorsed by the owner of the goods with the counter-signature of the warehouseman.

When the receipt of warehousing has been lost, stolen or destroyed, the holder of the receipt may, after the commencement of the proceedings by public summons, furnish proper security to the warehouseman and require for the re-issuance of a new receipt.

1The warehouseman shall not request the depositor to remove the goods before the expiration of the time agreed upon for the storage.

2If no time has been agreed upon for the storage, the warehouseman may, after six months have elapsed from the commencement of the custody, request at any time, the removal of the goods, provided that one month's previous notice is given to the depositor.

The warehouseman is bound, on the request of the depositor or of the holder of the receipt of warehousing, to allow them to inspect the goods deposited or to take samples, or the other necessary conducts for preservation.

If, at the termination of the contract of warehousing, the depositor or holder of the receipt refuses or is unable to remove the goods deposited, the warehouseman may fix a reasonable deadline and request the depositor to remove the goods within such deadline. If the goods are not removed within such deadline, the warehouseman may sell them by auction, and deduct from the proceeds of the sale the expenses of the auction and the storage charges, and the balance, if any, shall be delivered to the person entitled thereto.

A carrier is a person who undertakes as a business to transport goods or passengers for freight.

1Claims for damages for loss, damage or delay in the transportation of goods are extinguished by prescription if not exercised within one year from the date of the ending of the transportation, or from the date when the ending of the transportation ought to have taken place.

2Claims for damages for injury or delay in the transportation of passengers are extinguished by prescription if not exercised within two years from the date of the ending of the transportation, or from the date when the ending of the transportation ought to have taken place.

1If required by the carrier, the sender shall make and issue to him a bill of transportation.

2A bill of transportation shall contain the following particulars and be signed by the sender:

3(1) The name and address of the sender;

4(2) The kind of goods sent, their quality and quantity, and the kind, number and marking of the packages;

5(3) The place of destination;

6(4) The name and address of the consignee;

7(5) The place where and the time when the bill of transportation is made out.

1If required by the sender, the carrier shall make and issue to him a bill of lading after receiving the goods of delivery.

2The bill of lading shall contain the following particulars and be signed by the carrier:

3(1) Those mentioned in section 1, 2, 3, and 4 or the preceding article.

4(2) The amount of freight, and whether it is paid by the sender or is to be paid by the consignee.

5(3) The place where and the time when the bill of lading is made out.

The sender shall supply the carrier with the documents which are necessary for the transport of the goods or required by the tax officials and police authorities, and furnish the necessary information to that effect.

When a bill of lading has been supplied to the sender the facts concerning the carriage as between the carrier and the holder of the bill are determined by the tenor of the bill of lading.

Even though a bill of lading has been made out to a named consignee, it may be transferred by endorsement to another person, except endorsement is forbidden in the bill.

The delivery of the bill of lading to a person entitled to accepting the goods has the same effect, as regards the transfer of the ownership of the goods, as delivery of the goods themselves.

The provisions of Article 618-1 shall apply to the bill of lading.

The consignee shall, on his requesting the delivery of goods, surrender the bill of lading.

If the goods are of such a nature as are likely to cause injury to persons or property, the sender shall declare their nature to the carrier before making the contract of carriage, failing which he shall be liable to make compensation for any injury caused thereby.

1The goods shall be transported within the agreed time; in the absence of such agreement, custom shall rule; and in the absence of such agreement or custom, transportation shall be done within a reasonable time.

2In determining what a reasonable time is as mentioned in the preceding paragraph, the circumstances of each particular case shall be taken into consideration.

The carrier is not entitled to deviate from the instructions of the sender except in case of urgency, and provided that from the circumstances he can assume that the sender would approve of the deviation if he had knowledge of the state of affairs.

The carrier is liable for any loss, damage or delay in the delivery of the goods entrusted to him, except he can prove that the loss, damage or delay is due to force majeure, or to the nature of the goods, or to the negligence of the sender or of the consignee.

The carrier is liable for loss or damage due to apparent defects in packing, if he has accepted the goods for transportation without reservation.

（Repealed）

If the goods were transported by several successive carriers, each of them as are unable to prove that they have no liability under the Article 635 are jointly liable for the loss, damage or delay.

1In the case of loss, damage or delay, the damages shall be fixed in accordance with the value which the goods would have had at the destination and the time when delivery was due.

2The freight and other expenses which need not be paid in consequence of the loss of or damage to the goods transported shall be deducted from the amount of damages specified in the preceding paragraph.

3If the loss, damage or delay is due to the intentional acts or gross negligence of the carrier, the sender may also claim for other injuries, if any.

1The carrier is not liable for the loss or damage of the moneys, valuable securities, jewelries or such other valuables, unless he is given notice of the nature and value of such goods when they are entrusted to him.

2If their value is declared the liability of the carrier is limited to such declared value.

Injuries in the case of delay in delivery shall not exceed the amount which could be claimed in case of the total loss of the goods.

1In the cases of Articles 633, 650 and 651 and in other cases which may prevent or delay the transportation, or impair the safety of the goods, the carrier shall exercise necessary care and measures.

2If he fails to take such care and measures as specified in the preceding paragraph, he is liable for any injury resulting therefrom.

1As long as the carrier has not notified the consignee of the arrival of the goods, or the consignee after their arrival has not asked for their delivery, the sender, or, if a bill of lading has been made, the holder of the bill of lading may require the carrier to stop the transportation and to return the goods, or to make any other disposition of them.

2In the case provided for in the preceding paragraph, the carrier is entitled to the freight in proportion to the transportation already performed and to all expenses occasioned by the stoppage, return or other disposition of the goods, and to reasonable damages.

The carrier shall notify the consignee as soon as the goods arrive.

After the goods have arrived at the destination, and the consignee has demanded delivery, the consignee acquires the rights of the sender arising from the contract of carriage.

The carrier is not entitled to the freight of goods which arc lost by force majeure during transportation. Whatever has been received for that purpose shall be returned.

If the carrier delivers the goods before payment of freight and other expenses, he remains liable to the preceding carriers for such part of the freight and other expenses as may still be due to them.

1The carrier is entitled to retain such portion of the goods as may be necessary to secure payment of freight and other expenses.

2If the amount of the freight and other expenses be disputed, the consignee is entitled to ask for the delivery of the goods on lodging the amount in dispute.

1The liability of the carrier ceases when the consignee has, without reservation, accepted the goods and paid the freight and other expenses.

2But this does not apply in the case of loss of or damage to the goods not easily discoverable, provided that notice of such loss or damage is given to the carrier within ten days after the goods accepted by the consignee.

3When the loss or damage has been fraudulently concealed by the carrier, or is due to the carrier's intentional acts or gross negligence, the carrier shall not take advantage of the two preceding paragraphs.

A statement in the bill of lading or other such document delivered by the carrier to the sender excluding or limiting the liability of the carrier is ineffective, unless it is proved that the sender has expressly agreed to such exclusion or limitation of liability.

1If the consignee cannot be found, or he delays to take delivery of the goods or there are other difficulties of delivery, the carrier shall immediately notify the sender thereof and ask for his instructions.

2If the instructions of the sender are not made or are impracticable, or if the carrier cannot keep the goods any longer in his custody, the carrier may deposit the goods in a warehouse at the expense of the sender.

3If circumstances are such that deposit in a warehouse is impossible, or if the goods are of a nature of easy to corrupt, or if it is obvious that their value will not be sufficient to cover the freight and other expenses, the carrier may sell the goods by auction.

4So far as is practicable, the carrier shall notify the sender and the consignee of the fact of the deposit in the warehouse or of the sale by auction.

The provisions of the preceding article shall apply, when delay of delivery is due to an action as to who is entitled to take delivery of the goods.

The carrier shall, after deducting from the proceeds of the auction the costs of auction, the freight and other expenses, deliver the remaining to the person entitled to it, or, if such person cannot be found, lodge it for such person's benefit.

If the goods were transported by several successive carriers, the last of them may exercise the rights described in Articles 647, 650 and 652 for the amounts due to them all for freight and other expenses.

1The carrier of passengers shall be liable for any injury suffered by the passenger in consequence of the transportation, and for the delay in the transportation, except the injury or the delay is due to the negligence of such passenger or the injury is due to force majeure.

2If the delay of the transportation is due to force majeure, unless otherwise provided by the trade custom, the liability of the carrier of passengers shall be limited to the increased necessary expenses paid by the passenger due to the delay of the transportation.

Luggage entrusted to the carrier in time shall be delivered on the arrival of the passenger.

1If the passenger does not take delivery of the luggage within one month after its arrival within the reasonable deadline the carrier may ask the passenger bring back, or after the deadline, the carrier may sell it by auction. If the passengers could not be found, the carrier may sell it by auction without notice.

2If the luggage is of a nature that is easy to corrupt, the carrier may sell it by auction twenty-four hours after its arrival.

3The provisions of Article 652 shall apply mutatis mutandis to the cases provided for the two preceding paragraphs.

Unless otherwise provided for under this part, the rights and obligation of the carrier for the luggage, which the passenger has entrusted to him, are governed by the provisions concerning Carriage of Goods, even though the carrier did not make a separate charge for it.

The carrier is liable for the loss or damage of the luggage caused by his own negligence or that of his employees, even if such luggage has not been entrusted to him by the passenger.

A statement in a ticket, receipt or other document delivered by the carrier to the passenger, excluding or limiting the liability of the carrier, is ineffective, unless it can be proved that the passenger expressly agreed to such exclusion or limitation of liability.

1A forwarding agent is a person, who undertakes, as a business, to forward goods through carriers in his own name but on account of other persons, for remuneration.

2Unless otherwise provided in this Section, the provisions concerning Commission Agents shall apply mutatis mutandis to Forwarding Agency.

The forwarding agent is liable for any loss, damage or delay in the delivery of the goods entrusted to him, except he can prove that he has not failed to exercise due care in the reception and custody of the goods, in the selection of the carrier, in the delivery at the destination and in all other matters connected with the transportation.

The forwarding agent is entitled to retain such portion of the goods, as may be necessary to secure payment of his remuneration and disbursements.

Unless otherwise provided for by contract, the forwarding agent may himself assume the transportation of the goods, in which case he has the same rights and obligations as a carrier.

If a fixed price for the whole of the transportation has been agreed upon, or if the forwarding agent has himself delivered to the sender a bill of lading, the forwarding agent is deemed to have himself assumed the transportation of the goods, in which case he is not entitled to remuneration.

The provisions of Articles 631, 635, 638, 639 and 640 shall apply mutatis mutandis to Forwarding Agency.

Claims against a forwarding agent for loss, damage or delay in the transportation are extinguished by prescription if not exercised within one year from the date of the delivery of the goods or from the date when such delivery ought to have taken place.

1Partnership is a contract whereby two or more persons agree to put contributions in common for a collective enterprise.

2The contribution may consist of money or other rights over property or of services, credit or other interests.

3A contribution other than money shall be assessed at the value of the contribution. If it is not assessed, the average value of the contribution of the other partners is deemed to be the value of the contribution.

The contributions of the partners and all other properties of the partnership are held in common by all the partners.

Unless otherwise agreed upon by the partners, a partner is not bound to provide an increase of the contribution which has been agreed upon, nor, if his contribution has been reduced by losses, to make good such losses.

1The resolutions of the partnership ought to be made by the unanimous consent of all the partners.

2The resolutions of the preceding paragraph when are agreed upon by all the partners or some of the members, should be followed by the agreement, except the affairs of partnership contract or the change of business entity shall be agreed by the numbers more than two thirds of the partners.

1Unless otherwise provided for by contract or by resolutions, the affairs of the partnership shall be managed by all the partners in common.

2When it is agreed upon or by resolutions that the affairs of the partnership shall be managed by some of the members only, the affairs of the partnership shall be managed in common by the said members of the partnership.

3The ordinary affairs of the partnership may be managed individually by each partner who has the right of management, but, in such a case, every partner who has the right of management may oppose the action of any other partner. In a case of opposition, the dealing of the affair shall be stopped.

A Partner who deals the affairs of the partnership shall exercise such care as he would deal with his own affairs, who gets the remuneration should do so with a care of a good administrator...

Concerning resolutions of partnership, each partner entitled to vote is presumed to have one vote only, irrespective of the amount of his contribution.

1When one or several partners in the partnership, by agreement or by resolutions manage the affairs of the partnership, they shall not resign or be removed by the other partners except for a good cause.

2Removal of a managing partner, as specified in the preceding paragraph, may take place only by the unanimous consent of all the other partners.

Notwithstanding any stipulation to the contrary, a partner who has no right of management, is entitled to enquire at any time into the affairs of the partnership and its financial situation, and to examine its books.

Unless otherwise provided for by contract, the accounts of a partnership shall be settled and its profits be distributed at the end of each business year.

1If the shares of the partners in the profits and losses are not specified, they are fixed in proportion to the value of the contribution of each partner.

2If only the share in profits or the share in losses is specified, the proportion is deemed to be applicable to both profits and losses.

3Unless otherwise provided for by contract, a member who contributed only his services does not share in the losses.

1A partner is entitled to the reimbursement of the expenses which he has made for dealing the affairs of the partnership.

2Unless otherwise provided for by contract, he is not entitled to remuneration for dealing the affairs of the partnership.

A partner, who by agreements or by resolutions deals the affairs of the partnership, represents the other partners towards third parties, in so far as he deals such affairs within his authority of tenor of Mandate.

The provisions of Articles 537 to 546 concerning Mandate shall apply mutatis mutandis to the dealing of the affairs of the partnership by its partners.

If the assets of the partnership are not sufficient to cover the liabilities, the partners are jointly liable for the deficit.

1A partner is not entitled to demand the partition of the assets, until the liquidation of the partnership takes place.

2A debtor of the partnership who has a claim against one of the partners shall not offset it against a claim of the partnership against him.

A partner shall not transfer his share in the partnership to a third party, except it be to another partner.

So long as the partnership continues, a personal creditor of a partner shall not be subrogated in any of the rights of such partner against the partnership, except claims for dividends.

1A creditor of a partner may apply for attachment against the share of such partner.

2Within two months of the attachment under the preceding paragraph, if the partner could not perform or furnish proper security, the attachment functions to the effect for withdrawal of the partnership for that partner.

1If no period has been fixed for the duration of the partnership, or if the partnership has been formed for the lifetime of any of its partners, each partner may withdraw from it, provided that the other partners have been notified two months beforehand.

2The withdrawal as specified in the preceding paragraph shall not take place at a time when withdrawal would be prejudicial to the affairs of the partnership.

3Even if a period has been fixed for the duration of the partnership, a member may give notice of withdrawal for vital reasons due to circumstances for which he is not responsible, notwithstanding the preceding two paragraphs.

1In addition to the cases provided for in the preceding two articles, withdrawal of a partner takes place in any of the following:

2(1) A partner’s death. Except that when stated in a contract that the partner’s heirs may inherent his/her rights;

3(2) A partner is declared bankrupt or is subject to the order of the commencement of guardianship;

4(3) A partner is dismissed from his duty.

1Exclusion of a partner may only take place for a good cause.

2The exclusion as specified in the preceding paragraph may be made only by the unanimous consent of the other members, and a notice of the fact shall be served on the excluded partner.

1The settlement of the accounts between the withdrawing partner and the other partners shall be made on the basis of the financial situation of the partnership at the time of withdrawal.

2The share of the withdrawing member may be repaid in money, irrespective of the nature of his contribution.

3In regard to those affairs of the partnership not yet concluded at the time of withdrawal, accounts may be settled and profits and losses be distributed after the conclusion of such affairs.

A person who has withdrawn from a partnership continues to be liable in respect of the obligations incurred before his withdrawal.

1No person may be introduced as a partner in a partnership that already exists, except by the unanimous consent of all the partners.

2A person who becomes a partner of such a partnership is liable in the same way as the other partners for all the obligations incurred prior to his entering it.

1A partnership is dissolved in any of the following cases:

2(1) When the duration of the partnership agreed upon has expired;

3(2) When the partners unanimously decide to dissolve it;

4(3) When the undertaking which forms its object is accomplished, or when it is impossible to accomplish it.

If, after the ending of the duration of the partnership, the partners continue its affairs, the partnership contract is deemed to continue for an indefinite period of time.

1After dissolution of a partnership, the liquidation of its affairs is carried out either by all the partners jointly, or by liquidators appointed by them for that purpose.

2The decision appointing the aforesaid liquidators shall be made by a majority vote of all the partners.

When there are several persons acting as liquidators, the decisions concerning the liquidation shall be made by a majority vote.

In case one or more liquidators are appointed by the partnership contract from the partners, the provisions of Article 674 shall be applied.

1The assets of the partnership shall be first used for the payment of its debts. If a debt has not yet matured or is the subject of litigation, the amount necessary for the performance of such debt shall be taken out from the assets of the partnership, and be reserved.

2After all the debts have been paid or the necessary amounts for the same have been taken out in accordance with the preceding paragraph, the contributions of the partners shall be returned in money or the other property from the remaining assets.

3The reimbursement of contributions of non-money shall return in the same value of property like the moment of contributions.

4For the performance of the debts and the return of the contributions, the property of the partnership shall, as far as necessary, be converted into money.

If the assets of the partnership are not sufficient for reimbursing the contributions, the reimbursement shall be made pro rata, in proportion to the respective value of each contribution.

If there is a balance of assets remaining, after the payment of the debts and the return of contributions, it shall be divided among the partners, in the proportion in which they are entitled to the profits.

A contract of sleeping partnership is a contract whereby one of the parties agrees to furnish a contribution to an enterprise managed by the other party, on the understanding that the former will share in the profits and losses of the enterprise.

In addition to the provisions of this Section, the provisions concerning Partnership shall apply mutatis mutandis to Sleeping Partnership.

On the contribution of the sleeping partner being handed over, the right over the same transfers to the active partner.

In respect to losses, the sleeping partner is liable only to the extent of his contribution.

1The affairs of the sleeping partnership shall be exclusively managed by the active partner.

2No rights or obligations towards third parties shall accrue to the sleeping partner on account of transactions entered into by the active partner.

If a sleeping partner takes part in the management of the affairs of a sleeping partnership or declares that he takes part in it, does not deny of others' expression of his participation of the management, he becomes liable to third parties as an active partner, notwithstanding any agreement to the contrary.

1Notwithstanding any agreement to the contrary, a sleeping partner may at the expiration of each business year, inspect the books of the partnership and make investigations as to its business and financial state.

2For vital reasons, the court may, on the application of a sleeping partner, authorize such sleeping partner to make, at any time inspections or investigations as specified in the preceding paragraph.

1Unless otherwise provided for by contract, the active partner shall, at the expiration of each business year, take stock and find out the profits and losses made, and pay immediately to the sleeping partner the profits accrued to him.

2Unless otherwise agreed upon, profits which are accrued to the sleeping partner but have not yet been paid out shall not be considered as increases of his contribution.

1In addition to the provisions of Article 686 by which a sleeping partner is entitled to declare his withdrawal, a sleeping partnership is terminated in any of the following cases;

2(1) Expiration of the agreed time;

3(2) Consent of the parties;

4(3) Accomplishment of the enterprise or impossibility of accomplishing;

5(4) Death or subject to the order of the commencement of guardianship of the active partner;

6(5) Bankruptcy of the sleeping or active partner;

7(6) Cessation or transfer of enterprise.

1In case of the termination of a sleeping partnership, the contribution of the sleeping partner shall be returned by the active partner together with the profit accruing to him.

2However, if the contribution is decreased by losses, only the balance shall be returned.

1Bid society is a contract wherein a leader invites two or more persons as the members and all of them agree to deliver the payments of the bid and to bid for the fund of the bid society; wherein the aforesaid agreement is only respectively made between the leader and the member also constitutes the bid society.

2The fund of the bid society prescribed in the preceding paragraph refers to the entire payments of the bid which the leader and the members shall deliver.

3The payments of the bid may consist of money or other fungible things.

1Only the natural person qualifies for being the leader or the member.

2The leader shall not concurrently be a member of the same bid society.

3The person who is with no capacity or limited in capacity to make juridical acts shall not be the leader, and shall not join the bid society wherein his guardian is the leader.

1The bid society shall be made by the bill of bid society wherein the following entries shall be included:

2(1) Name, address, and telephone number of the leader;

3(2) Names, addresses, and telephone numbers of all the members;

4(3) Kinds and the base amount of the payments of the bid for each membership;

5(4) Date of the constitution of the bid society;

6(5) Dates of the meeting of the bid;

7(6) Method of the bid;

8(7) Agreement on the limit of the amount of the maximum or minimum bid, if any.

9The bill of bid society of the preceding paragraph shall be signed by the leader and all the members, recorded with the date, and kept by the leader. Copies of the aforesaid bill of bid society shall be provided, signed, and delivered to each member.

10If a member has delivered the first installment of the payments of the bid to the leader, though the bill of bid society is not made in accordance with the preceding two paragraphs, the contract of bid society is deemed to have been constituted.

1The meeting of the bid is presided by the leader in accordance with the agreed date and method. The place of the meeting is determined by the leader and he shall notify the members of it beforehand.

2If the leader cannot preside the meeting of the bid, the meeting shall be presided by the member appointed by the leader or the members who have attended.

The first installment of the fund of the bid society is acquired by the leader without need to bid for; each of the rest parts is acquired by the member who wins the bid.

1At each meeting of the bid, each member may bid for only once, and the member offers the maximum bid wins the bid. If the maximum bid is offered by more than one member, the member winning the bid shall be determined by drawing lots, unless otherwise agreed upon.

2Unless otherwise agreed upon, if there is no one to bid, the member winning the bid shall be determined by drawing lots.

3The bid may be won only once for each membership.

1A member shall deliver his payments of the bid within three days after each meeting of the bid.

2The leader shall collect all the payments of the bid for the member winning the bid during the period of the preceding paragraph, and he shall deliver these payments of the bid together with his own to the member winning the bid before the expiration of the aforesaid period. If the payments of the bid are not collected during that period, the leader shall pay for the member who is responsible for it.

3Before the delivery to the member winning the bid, the leader shall be responsible for the loss or destruction of the payments of the bid collected in accordance with the preceding paragraph, except the loss or destruction is imputable to the member winning the bid.

4After the leader has paid in accordance with the provisions provided in the preceding two paragraphs, he may claim against the member who does not pay for reimbursement together with interests.

1The leader shall not assign his rights and duties to another person without the consent of all the members.

2A member shall not withdraw from the bid society or assign his membership to another person without the consent of the leader and all the other members.

1When the bid society cannot continue due to the bankruptcy or fleeing and hiding of the leader, or any other reason, each installment of the payments of the bid, which shall be paid by the leader and the members winning the bid, shall be averagely delivered to the members not winning the bid on the date of each meeting of the bid, unless otherwise agreed upon.

2The leader shall be jointly responsible for each installment which shall be paid by the members winning the bid in accordance with the preceding paragraph.

3If the leader or the members winning the bid is in default on the payments which shall be averagely delivered to the members not winning the bid in accordance with the first paragraph, and the amounts of the payments in default amount to the sum of two installments, the member not winning the bid may claim for the entire payments of the bid.

4In the case of the first paragraph, the members not winning the bid may choose one or several persons to deal with the matters concerned.

1A security payable by an assigned person is an instrument whereby a person directs another person to deliver to a third party money or valuable securities or other fungible things.

2Under the preceding paragraph, the person who directs is called the assignor; the person who is directed is called the assignee; and the person to whom presentation is made is called the payee.

1When the assignee has notified the payee that he accepts to perform the order of payment, he is bound to perform it in accordance with the tenor of the order.

2In the case specified in the preceding paragraph, the assignee may only take such defenses as arises from the tenor of the order or from his legal relationship with the payee as valid defenses against the payee.

1If a security payable by an assigned person is made by the assignor for the performance of a debt due to the payee, the debt is extinguished when prestation is made by the assignee.

2In the case specified in the preceding paragraph, the creditor who has accepted an order of payment shall not claim payment of the original debt from the assignor, except he has been unable to procure prestation of the order by the assignee within the time specified in the securities, or, if no time is specified, within a reasonable time.

3A creditor who is not willing to accept a security payable by an assigned person from his debtor shall notify the latter of his refusal without delay.

Even though the assignee is indebted to the assignor, he is not bound to accept the assignment of payment or to perform it. If he performs it, he is released from his debt to the assignor to the amount of his performance.

If the assignee refuses acceptance or performance of the security payable by an assigned person, the payee shall notify the assignor of the refusal without delay.

1An assignor may revoke his security payable by an assigned person so long as the assignee has not notified the payee of his acceptance or performance of the order. Such revocation shall be made by an expression of intent to the assignee.

2The order is deemed to be revoked, if the assignor declares bankrupt before the acceptance or performance of the order by the assignee.

1The payee may transfer the security payable by an assigned person to a third party, except the assignor has inserted in the securities itself that transfer is forbidden.

2The transfer specified in the preceding paragraph shall be made by endorsement.

3If the assignee accepts the assignment in favor of the transferee, he shall not take whatever resulting from his legal relationship with the payee as valid defenses against the transferee.

The claim of the payee or the transferee against the assignee who has accepted the security payable by an assigned person is extinguished by prescription, if not exercised within three years from date of acceptance.

In case securities has been lost, stolen or destroyed, the court may, on the application of the bearer, declare the order invalid by means of proceedings by public summons.

A security payable to bearer is securities by which the bearer may claim from the maker a prestation according to the tenor thereof.

1The maker of a security payable to bearer is bound to make the prestation to the person who presents it. However, he shall not make such prestation if he knows that the bearer is not entitled to dispose of the securities, or if he has been notified of the loss, stolen or destruction of the same.

2The maker is released from his obligation if he has performed according to the provisions of the preceding paragraph, even if the bearer was not entitled to dispose of the securities.

1If, after the bearer has notified the maker of the loss, stealing, or destruction of the security payable to bearer, the bearer does not present the proof of the application for public summons within five days, the notification loses its effect.

2In the proceedings by public summons prescribed in the preceding paragraph, if the bearer does not present the proof of the commencement of the litigation to the maker within ten days after the court has notified him that report of rights from the third person, the same rule shall be applied.

1The maker of a security payable to bearer is bound by it towards bona fide bearers, even if it has been lost, or stolen by him, or has otherwise passed into circulation without his consent.

2A security payable to bearer does not lose its effect, even if the securities is issued after the maker has died or has lost his capacity to make juridical acts.

The maker of a security payable to bearer may only take the defenses which result from the voidance of the securities itself, or for its tenor, or from his legal relationship with bearer as valid defenses against the bearer. However if the bearer acquires the securities in bad faith, the maker may also take the defenses against the former bearer as valid defenses against the bearer.

1The bearer of a security payable to bearer is bound to surrender the securities to the maker on his requesting performance.

2When the maker has, in accordance with the previsions of the preceding paragraph, received back the said securities, he acquires the ownership of same, even if the bearer was not entitled to dispose of it.

1If a security payable to bearer is damaged or defaced in such a way as to be no more fit for circulation, but its essential contents and distinctive marks are still recognizable, the bearer is entitled to request the maker to issue a new security payable to bearer on surrender of the old one.

2The costs of replacement are to be borne by the bearer, except in the case of banknotes or other currency notes, where the costs are to be borne by the maker.

1In case a security payable to bearer has been lost, stolen or destroyed, the court may, on the application of the bearer, declare the securities invalid by means of proceedings by public summons.

2In the case provided for in the preceding paragraph, the maker is bound to give the bearer such information concerning the obligation as may be necessary for proceedings by public summons, and to supply him with whatever evidence that is necessary.

1When a period for the presentation of a security payable to bearer has been fixed, if the court has, on the application of a person taking proceedings by public summons, ordered the stoppage of payment by the maker, the period of presentation is suspended.

2The suspension provided for in the preceding paragraph runs from the time of the application for the aforementioned order, and ends on the termination of the proceedings by public summons.

1When the maker of a security payable to bearer has been notified of the loss, theft or destruction of for interest, annuity or dividends, if such securities are not presented for payment before the expiration of the period of prescription provided by law for periodical payments, the bearer who made the notification is entitled to claim from the maker the payment of the interest, annuity or dividends accruing to the said securities. However, this claim shall be extinguished by prescription after one year from the date of expiration of the prescription period.

2If, before the expiration of the prescription period, the securities are presented for payment by a third party, the maker shall notify the third party that payment has been stopped and shall defer payment until such third party and the person making the notification have come to an agreement, or until the case has been decided by a non-appeasable judgment of the court.

The provisions of the last sentence of paragraph I, Article 720, and of Article 725 do not apply to security payable to bearer which bear no interest but are payable at sight, except securities for interest, annuity and dividends.

A contract of annuity for lifetime is a contract whereby the parties agree that one of them shall make periodical payments in money to the other party or to a third party, during the lifetime of one or the other parties or of a third party.

Contract of annuity for lifetime shall be made in writing.

1In a contract of annuity for lifetime, where there is a doubt as to its duration, the annuity for lifetime is presumed to be payable to the creditor during his lifetime.

2In case of doubt, the amount mentioned in the contract is presumed to be the amount to be paid annually.

1Unless otherwise provided in the contract, an annuity for lifetime is payable quarterly in advance.

2If the person on whose life the annuity for lifetime depends, dies after a payment made in advance and before the expiration of the period for which the payment was made, the creditor is entitled to the whole amount advanced for that period.

When the death which terminated the annuity for lifetime is due to circumstances for which the debtor of the annuity for lifetime is responsible, the court may, on the application of the creditor or of his heirs, decide that the annuity for lifetime shall continue for a reasonable period of time.

Unless otherwise provided for by contract, the right to an annuity for lifetime shall not be transferred.

The provisions of the present title shall apply mutatis mutandis to the legacy of annuity for lifetimes.

A compromise and settlement is a contract whereby the parties by making mutual concessions terminate an existing dispute or prevent the occurrence of a future dispute.

The effect of a compromise and settlement is to extinguish the rights abandoned by each party and to secure to each party those rights which are specified in the compromise and settlement.

1A compromise and settlement shall not be revoked for mistake, except in any of the following cases:

2(1) If the compromise and settlement is based on documents which are afterwards discovered to be forged or altered, provided that the forgery or alteration be such that the party concerned would not have agreed to compromise and settlement if he had known of the forgery or alteration.

3(2) If the object of the compromise and settlement had been settled by a non-appealable judgment of the court, of which the parties or one of them had no knowledge at the time of the compromise and settlement.

4(3) If one of the parties was acting under a mistake as to the qualification of the other party or as to the point in dispute, which was essential in the case.

A guaranty is a contract whereby the parties agree that one of them shall be bound to satisfy the obligation, when the debtor of the other party fails to perform same.

Unless otherwise provided by this section, the rights of the guarantor provided in this section shall not be waived beforehand.

Unless otherwise provided by the contract, the guaranty shall include the interest on the principal debt, the penalty, the compensation for the injury, and other accessory charges.

In case the liability of the guarantor is heavier than that of the principal debtor, it shall be reduced to the level of the principal debt.

1The guarantor is entitled to take any defense that is open to the principal debtor as a valid defense.

2He may still take such defenses as valid defenses even if they are waived by the principal debtor.

The guarantor may take the principal debtor's claim against the creditor as his claim to offset.

A guaranty given for an obligation which is invalid on account of debtor's lack of capacity to make juridical acts is still valid, if the guarantor binds himself in spite of the knowledge of the fact.

If the principal debtor has the right of revoking the juridical act upon which the debt is founded, the guarantor is entitled to refuse to perform the obligation.

A guarantor may refuse performance to the creditor, so long as the creditor has not filed proceedings for compulsory execution, against the property of the principal debtor, without results.

1The guarantor shall not assert the right specified in the preceding article in any of the following cases:

2(1) If the guarantor has waived his rights specified in the preceding article.

3(2) If the principal debtor has been declared bankrupt.

4(3) If the property of the principal debtor is not sufficient to satisfy the obligation.

A claim for performance and other acts which interrupt prescription made against the principal debtor operates against the guarantor.

Unless otherwise agreed upon by the contract, when several persons act as guarantors for one and the same debt, they are joint-guarantors for the said debt.

After guarantor has satisfied the creditor, to the extent of the performance, he is subrogated to the claim of the creditor against the principal debtor, but he shall not exercise it to the detriment of the creditor.

1If the guarantor has assumed the guaranty by reason of a mandate of the principal debtor, the guarantor may request the principal debtor to procure his discharge from the guaranty under any of the following cases:

2(1) If the property of the principal debtor has obviously decreased.

3(2) If, after the conclusion of the contract of guaranty claims for performance against the principal debtor have become difficult on account of change of his domicile, or his business office, or his residence.

4(3) If the principal debtor is in default.

5(4) If the creditor has obtained a non-appealable judgment entitling him to compel the guarantor to perform.

6If the principal obligation is not yet due, the principal debtor may give security to the guarantor instead of discharge of obligation of guaranty.

If the creditor waives the rights in rem on which his claim is secured, the guarantor is released from his obligation to the extent of the rights which have been waived.

If the guaranty has been given for a definite period of time, the guarantor is released from his obligations, if within such period the creditor fails to enter judicial proceedings against the guarantor.

1If the guaranty is given for an indefinite period of time, the guarantor may, after the maturity of the principal debt, fix a reasonable period of not less than one month and request the creditor to enter judicial proceedings against the principal debtor within such period.

2If the creditor fails to enter judicial proceedings against the principal debtor within the period specified in the preceding paragraph, the guarantor is released from his obligation.

Due to being directors, controllers or other representatives of a juridical person, and agreeing to be the guarantor of the obligation of the juridical person, they are only liable to the obligation of the juridical person occurred within the duration of their offices.

1If guaranty is given for a series of obligations and for an indefinite period of time, the guarantor may at any time terminate the contract by giving notice to the creditor.

2In the case of the preceding paragraph, the guarantor is not liable for the obligations incurred by the principal debtor after the notice has reached the creditor.

If guaranty has been given for an obligation which is to be performed at a definite time and the creditor grants to the principal debtor an extension of time, the guarantor is released from his obligation, unless he has agreed to the extension.

A person who gives a mandate to another to provide credit to a third party in the name and on the account of such other person is liable to the mandatory as a guarantor for the obligation of the third party arising from the providing of the credit.

1An employment guaranty is a contract whereby the parties agree that one of them shall be bound to make compensation when the employee of the other party shall be liable to compensate the other party for the performance of his duties in the future.

2The contract of the preceding paragraph shall be made in writing.

1The guarantor in employment guaranty may be held liable only in so far as the employer is unable to obtain compensation by other means.

2When the guarantor is held liable in accordance with the provision of the preceding paragraph, unless otherwise provided by the act or the contract, the compensation shall be limited to the total sum of the remuneration which the employee may receive in the year when the event causing the injury happened.

1The duration of employment guaranty agreed upon shall not exceed three years. If it exceeds three years, it shall reduce to three years.

2The parties may renew the duration prescribed in the preceding paragraph.

3If there is no duration fixed in a contract of employment guaranty, the duration of the contract shall be three years reckoning from the date of the constitution of the contract.

1If there is no duration fixed in a contract of employment guaranty, the guarantor may terminate the contract at any time.

2For the termination of a contract in the preceding paragraph, the employer shall be notified three months beforehand. However if the parties agree upon a shorter period of notification, this period shall be followed.

1The employer shall notify the guarantor if there is any situation as follows:

2(1) The employer may terminate the contract of hire of services according to the law, and the reason of the termination might cause the guarantor to be held liable;

3(2) The employee shall be liable to compensate the employer for the performance of his duties, and the employer has made the claim against the employee;

4(3) The employer changes the contents, or time, place of the employee's job, and this therefore intensifies the liability of the guarantor or makes him hard to watch out for the performance of the duties.

5The guarantor who receives the notification of the preceding paragraph may terminate the contract. The same rule shall be applied when the guarantor is aware of anything as prescribed in the preceding paragraph.

1The court may reduce or release the compensation for the guarantor if there is any situation as follows:

2(1) The situation as prescribed in the first paragraph of the preceding article happened, but the employer does not notify the guarantor immediately;

3(2) The employer is negligent of the selection and supervision of the employee or his duty of supervision.

1The relationship of employment guaranty extinguishes if there is any situation as follows:

2(1) The duration of the guaranty expires;

3(2) The guarantor died, goes into bankruptcy, or loses the capacity to make juridical acts;

4(3) The employee dies, goes into bankruptcy, or loses the capacity to make juridical acts;

5(4) The relationship of hire of services extinguishes.

The claim of the employer against the guarantor shall be extinguished by prescription if not exercised within two years.

Unless otherwise provided by this section, the provision concerning the guaranty shall apply mutatis mutandis to the employment guaranty.

No rights in rem shall be created unless otherwise provided by the statutes or customs.

1The acquirement, creation, loss and alternation of rights in rem of real property through the juridical act will not effect until the recordation has been made.

2The acts as specified of the preceding paragraph shall be made in writing.

A person, who has acquired rights in rem of real property by succession, compulsory execution, taking, a judgment of the court or other non juridical act before recordation, shall only dispose of such rights until recordation has been made.

1If a right in rem of real property has been recorded, the right-holder recorded in the register is presumed to own the rights legitimately.

2If a bona fide third party in reliance of the real property recordation has recorded an alternation to the right in rem of real property pursuant to a juridical act, the validity of the alternation shall not be affected by the original false recordation of a right in rem.

(Repealed)

1The transfer of rights in rem of personal property will not effect until the personal property has been delivered. However, if the transferee has been in possession of the personal property, the transfer effects when the parties agree to such transfer.

2In the transfer of a right in rem of personal property, where the transferor is still in possession of it, a contract causing the transferee to acquire its indirect possession may be made between the parties in the place of its delivery.

3In the transfer of a right in rem of personal property, where a third party is in possession of it, the transferor may transfer the claim against such third party for the return of it to the transferee in place of its delivery.

If the ownership of a thing, and any other right in rem of the same thing assigned to one and the same person, such other right in rem of thing is extinguished by merger, except the owner or a third party has a legal advantage in the continuance of such other right in rem.

1If any right in rem other than ownership and any right of said right in rem assigned to one and the same person, such right of right in rem is extinguished by merger.

2The exception of the provision in the preceding article shall apply mutatis mutandis to the case of the preceding paragraph.

1Unless otherwise provided by the statute, rights in rem are extinguished by waiver.

2If the third party has any right in rem of said right in rem or other legal advantage of said right in rem, the waiver of the preceding paragraph shall only be made with the consent of the third party.

3A person, who has waived the right in rem of a personal property, shall also abandon the possession of the personal property.

The owner of a thing has the right, within the limits of the Acts and regulations, to use it, to profit from it, and to dispose of it freely, and to exclude the interference from others.

Unless otherwise provided by the Act, the component parts of a thing and the natural profits thereof, belong, even after their separation from the thing, to the owner of the thing.

1The owner of a thing has the right to demand its return from anyone, who possesses it without authority or who seizes it. Where his ownership is interfered, he is entitled to claim the removal of the interference; and where the ownership might be interfered, he is entitled to claim the prevention of such interference.

2The provision of the preceding paragraph shall apply mutatis mutandis to the rights in rem other than ownership.

A person, who has peacefully, publicly and continually possessed another’s personal property with the intent of being an owner for ten years, acquires the ownership of such personal property.

A person, who has peacefully, publicly and continually possessed another’s personal property with the intent of being an owner for five years, and was in good faith and not of negligence at the beginning of his possession, acquires the ownership of such personal property.

A person, who has peacefully, publicly and continually possessed another’s real property which is not recorded for twenty years with the intent of being an owner, is entitled to claim to be recorded as the owner of the said real property.

A person, who has peacefully, publicly and continually possessed another’s unrecorded real property with the intent of being an owner for ten years, and was acting in good faith and not negligently at the beginning of his possession, is entitled to claim to be recorded as the owner of the said real property.

1The prescription to acquire ownership is interrupted, if any of the following occurs to the possessor:

2(1) The possessor has changed his intent of possession to that other than the intent of being an owner,

3(2) The possession is changed to be not peaceful or public,

4(3) The possessor himself stops possessing, or

5(4) The possessor has unintentionally lost possession, unless possession is recovered in accordance with article 949 or article 962.

6The prescription to acquire the ownership is interrupted if the possessor has been sued to return the property in accordance with the article 767.

The provisions of the preceding five articles shall apply mutatis mutandis to the acquisition of rights over property other than ownership, and to the recorded real property as well.

Unless otherwise restricted by the Acts and regulations, ownership of land extends to such height and depth above and below the surface of the land within the range advantageous to the exercise of such ownership. Interference from others shall not be excluded if it does not obstruct the exercise of the ownership.

In carrying on business and in exercising his ownership, the landowner shall takes care to prevent the occurrence of any injury to the adjacent land.

1The landowner shall not prevent the natural flow of water coming from an adjacent land.

2The landowner shall not prevent all of the natural flow of water which is indispensable to the adjacent land, even though it is necessary for utility of his land.

When the disruption or obstruction of works constructed on a piece of land for the purposes of storing, draining or drawing water has caused prejudice or may cause prejudice to another's land, the landowner shall, at his own expenses, make necessary repair, dredging or prevention. However, if the bearing of such expenses is otherwise provided by custom, such custom shall be followed.

The landowner shall not construct the eaves, works or other equipment which will cause rain water or other liquid to fall directly upon the adjacent real property.

1When the flow of water is obstructed by accident on the adjacent land, the landowner is entitled to construct necessary works for its dredging at his own expenses. Provided that the owner of the adjacent land, who has taken the advantage, shall bear the reasonable expenses in proportion to the interests which he is benefited therefrom.

2The bearing of such expenses of the preceding paragraph is otherwise provided by custom, such custom shall be followed.

1For the purpose of drying out the marshy land or discharging superfluous water of household use or of other use to the river or waterway, the landowner is entitled to conduct such water through the adjacent land, provided that the place and method which will cause the least injury to the adjacent land shall be chosen.

2In the case of the preceding paragraph, the person entitled to passing through shall make compensation for any injury caused to the adjacent land.

3In the case of the preceding two paragraphs, if it is otherwise provided by the statutes or custom, such statutes and custom shall be followed.

4In the case of the exception of the first paragraph, where the owner of the adjacent land has an objection, the person entitled to passing through or the person who has objection is entitled to apply to the court to make a decision..

The landowner is entitled, for the purposes of conducting water on his land, to use the works constructed by the owner of the adjacent land, provided that he shall bear the expenses of the construction and maintenance of such works in proportion to the interests which he is benefited therefrom.

The owner of a land where water originates, or of a well, waterway or other land through which water flows, is entitles to freely use the water, except there are statutes or customs.

1The owner of a land where water originates, or of a well, is entitled to claim compensation against another, who, owing to the works carried on by him, cuts off, reduces or pollutes the water of such land or well. If the water is necessary for drinking or for utilizing the land, the said owner is also entitled to claim to have the status quo ante restored. If it is impossible to have the status quo ante completely restored, then restoration shall be performed within the possible scope.

2In the case of the preceding paragraph, if the damages are not caused by intentional acts or negligence, the court may reduce the amount of damages or exempt the liability.

The landowner, who cannot procure the water necessary for his household or for utilizing his land without undertaking excessive expenses or labor, is entitled to make compensation and demand the owner of the adjacent land for the spare water.

1The owner of a land through which the water flows shall not change the course or the width of the water, when the land on the opposite shore belongs to another person.

2When the land on both shores belongs to the same owner of the land through which the water flows, he is entitled to change the course or the width of the water, provided that the natural course of the water at its lower mouth shall be kept.

3In the case of the preceding two paragraphs, if it is otherwise provided by statutes or customs, such statutes or customs shall be followed.

1The owner of a land through which the water flows is entitled to, when it is necessary to construct a weir, rest the weir on the opposite shore, provided that compensation shall be made for any injury resulting therefrom.

2The owner of the land on the opposite shore is entitled to use the weir specified in the preceding paragraph, when a part of the land through which the water flows belongs to him, provided that he shall bear the expenses of construction and maintenance of such weir in proportion to the interests which he is benefited therefrom.

3In the case of the preceding two paragraphs, if it is otherwise provided by statutes or customs, such statutes or customs shall be followed.

1Where electric wires, water pipes, gas pipes or other pipes cannot be constructed without making use of the land of another or where they can only be constructed through the incurring of excessive expenses, the landowner is entitled to construct the said wires or pipes on, over or under the land of another person, provided that the place and method of constructing such wires or pipes which will cause the least injury to such other land shall be chosen and provided that compensation shall be made.

2If, after the construction of electric wires, water pipes, gas pipes or other pipes has been made in accordance with the provision of the preceding paragraph, there is change of circumstances, the owner of such other land is entitled to demand to change the aforesaid construction.

3The expenses of the change of such construction shall be born by the landowner. However, if it is otherwise provided by statutes or customs, such statutes or customs shall be followed.

4The fourth paragraph of Article 779 shall apply mutatis mutandis to the exception of the first paragraph.

1If a piece of land is not fit for ordinary use because there is no suitable access to a public road, the landowner is entitled to access the surrounding land in order to reach the public road unless the lack of access is otherwise caused by the arbitrary behavior of a landowner.

2In the case of the preceding paragraph, the person with the right of access shall, within the limits necessary for access, choose the place and method which will cause the least injury to the surrounding land. Compensation shall be made for any injury caused as a result of the access.

3The fourth paragraph of Article 779 shall apply mutatis mutandis to the case of the preceding paragraph.

1The person entitled to access may construct a road when necessary, provided that he shall compensate for any injury caused thereby to the land accessed.

2In the preceding case, if extensive injury is caused by such access, the landowner may require the person accessing his property to purchase the land accessed and the odd lot caused thereby for a reasonable price, with such price agreed to by both parties. If the parties cannot agree upon the purchase price, the price shall be determined by a court.

1If, in consequence of a transfer of a part of a piece of land or of a partition of a piece of land, the land has no suitable access to the public road, and is not fit for ordinary use, the landowner in order to reach the public road, is only entitled to pass through the land owned by the transferee or the transferor or the other petitioners. The same rule shall be applied, if a piece of land has no suitable access to the public road and becoming unfit for ordinary use after the owner of many pieces of lands has transferred some of the lands or simultaneously transferred all lands to others.

2In the case of the preceding paragraph, the person entitled to passing through shall not liable to make compensation.

1The landowner has the right to prohibit other persons from trespassing on his land, except any of the following cases:

2(1) When the other persons are entitled to passing through the land.

3(2) When, according to the local custom, it is allowed to enter his (the owner's) field, pasture or forest, around which no fence has been made, for the purpose of cutting and taking grass, of gathering dead branches or timber, of collecting wild products or of grazing stock.

1If, things or animals of another have by accident entered the land, the landowner shall allow the possessor or the owner of the things or animals to enter the land in order to find them and take them back.

2In the case specified in the preceding paragraph, the landowner is entitled to claim compensation for the injury, if any; and he is also entitled to retain the said things or animals until such compensation has been made.

The landowner shall allow the owner of an adjacent land to use such part of his land necessary for the construction or repair of the building or other works on or near the abuttal. However he may claim compensation for any injury resulting therefrom.

The landowner is entitled to prohibit the discharge of gases, steam, odours, smoke, heat, soot, noises, vibrations and other similar nuisances from another person's land, building or other works, except such nuisance is insignificant or is justified by the shape of the land or by local custom.