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