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1589. A voluntary acceptance of the benefit of a transaction is equivalent to a consent to all the obligations arising from it, so far as the facts are known, or ought to be known, to the person accepting.

CHAPTER IV.

CHAPTER IV.

Object of Contract. Section

Section 1595. Object, what.

1598. Contract, when wholly void. 1596. Requisites.

1599. When partially void. 1597. Impossibility.

1595. The object of a contract is the thing which it is agreed, on the part of the party receiving the consideration, to do or not to do.

1596. The object of a contract must be lawful when the contract is made, and possible and ascertainable by the time the contract is to be performed.

1597. Everything is deemed possible except that which is impossible in the nature of things.

1598. Where a contract has but a single object, and such object is unlawful, whether in whole or in part, or wholly impossible of performance, or so vaguely expresed as to be wholly unascertainable, the entire contract is void.

1599. Where a contract has several distinct objects, of which one at least is lawful, and one at least is unlawful, in whole or in part, the contract is void as to the latter and valid as to the rest.

CHAPTER V.

Consideration. Section

Section 1605. Good consideration, what. 1612. Effect, impossibility of as1606. Extent legal or moral obliga certaining.

tion good consideration. 1613. Same. 1607. Consideration lawful. : 1614. Written instrument pre1608. Effect of illegality.

sumptive evidence consid1609. Consideration, executed or eration. executory.

1615. Burden of proof to invali1610. Executory consideration.

date sufficient consideration. 1611. How ascertained. .

1605. Any benefit conferred, or agreed to be conferred, upon the promisor, by any other person, to which the promisor is not lawfully entitled, or any prejudice suffered, or agreed to be suffered, by such person, other than such as he is at the time of consent lawfully bound to suffer, as an inducement to the promisor, is a good consideration for a promise.

1606. An existing legal obligation resting upon the promisor, by any other person, to which the promisor is not lawfully entitled, or any prejudice suffered, or agreed to be suffered, by such person, other than such as he is at the time of consent lawfully bound to suffer, as an inducement to the promisor, is a good consideration for a promise.

1607. The consideration of a contract must be lawful within the meaning of section sixteen hundred and sixty-seven.

1608. If any part of a single consideration for one or more objects, or of several considerations for a single object, is unlawful, the entire contract is void.

1609. A consideration may be executed or executory, in whole or in part. In so far as it is executory it is subject to the provisions of chapter four of this title.

1610. When a consideration is executory, it is not indispensable that the contract should specify its amount or the means of ascertaining it. It may be left to the decision of a third person, or regulated by any specified standard.

1611. When a contract does not determine the amount of the consideration, nor the method by which it is to be ascertained, or when it leaves the amount thereof to the discretion of an interested party, the consideration must be so much money as the object of the contract is reasonably worth.

1612. Where a contract provides an exclusive method by which its consideration is to be ascertained, which method is on its face impossible of execution, the entire contract is void.

1613. Where a contract provides an exclusive method by which its consideration is to be ascertained, which method appears possible on its face, but in fact is, or becomes, impossible of execution, such provision only is void.

1614. A written instrument is presumptive evidence of a consideration.

1615. The burden of showing a want of consideration sufficient to support an instrument lies with the party seeking to invalidate or avoid it.

TITLE II.

Manner of Creating Contracts. Section

Section 1619. Contracts, express or im- 1625. Effect written contract. plied.

1626. Written contracts, when ef1620. Express contract, what.

fective. 1621. Implied contract, what. 1627. Provisions of chapter on 1622. What contracts may be oral transfers of real property. 1623. Contract not in writing 1628. Corporate seal, how afthrough fraud, may be en

fixed. forced against fraudulent 1629. Provisions abolishing seals party.

made applicable. 1624. What contracts must be

written. 1619. A contract is either express or implied.

1620. An express contract is one, the terms of which are stated in words.

1621. An implied contract is one, the existence and terms of which are manifested by conduct.

1622. All contracts may be oral, except such as are specially required by statute to be in writing.

1623. Where a contract, which is required by law to be in writing, is prevented from being put into writing by the fraud of a party thereto, any other party who is by such fraud led to believe that it is in writing, and acts upon such belief to his prejudice, may enforce it against the fraudulent party.

1624. The following contracts are invalid, unless the same, or some note or memorandum thereof, is in writing and subscribed by the party to be charged, or by his agent:

1. An agreement that by its terms is not to be performed within a year from the making thereof;

2. A special promise to answer for the debt, default, or miscarriage of another, except in the cases provided for in section twentyseven hundred and ninety-four;

3. An agreement made upon consideration of marriage other than a mutual promise to marry;

4. An agreement for the sale of goods, chattels, or things in action, at a price not less than two hundred dollars, unless the buyer accepts or receives part of such goods and chattels or the evidences, or some of them, of such things in action, or pays at the time some part of the purchase-money; but when a sale is made at auction, an entry by the auctioneer in his sale-book, at the time of the sale, of the kind of property sold, the terms of the sale, the price, and the names of the purchaser and person on whose account the sale is made, is a sufficient memorandum;

5. An agreement for the leasing for a longer period than one year, or for the sale of real property, or of an interest therein; and such agreement, if made by an agent of the party sought to be charged, is invalid, unless the authority of the agent is in writing, subscribed by the party sought to be charged;

6. An agreement authorizing or employing an agent or broker to purchase or sell real estate for compensation or a commission;

7. An agreement which by its terms is not to be performed during the lifetime of the promisor, or an agreement to devise or bequeath any property, or to take any provision for any person by will. 1905–611.

1625. The execution of a contract in writing, whether the law requires it to be written or not, supersedes all the negotiations or stipulations concerning its matter which preceded or accompanied the execution of the instrument. 1905–611.

1626. A contract in writing takes effect upon its delivery to the party in whose favor it is made, or to his agent.

1627. The provisions of the chapter on transfers in general, concerning the delivery of grants, absolute and conditional, apply to all written contracts.

1628. A corporate or official seal may be affixed to an instrument by a mere impression upon the paper or other material on which such instrument is written,

1629. All distinctions between sealed and unsealed instruments are abolished.

TITLE III.

Interpretation of Contracts. Section

Section 1635. Uniformity of interpreta- 1649. Interpretation sense promtion.

isor believed promisee to 1636. Contracts, how interpreted. rely. 1637. Intention of parties, ascer- 1650. Particular clauses subordi. tained.

nate to general intent. 1638. Intention from language. 1651. Contract, partly written, 1639. Interpretation of written partly printed. contracts.

1652. Repugnances, reconciled. 1640. Writing, when disregarded. 1653. Inconsistent words rejected. 1641. Effect to be given every part 1654. Words to be taken most contract.

strongly against whom. 1642. Several contracts, together. 1655. Reasonable stipulations, im1643. Interpretation in favor con

plied. tract.

1656. Necessary incidents, same. 1644. Words in usual sense.

1657. Time performance, contract. 1645. Technical words.

1659. When joint, several. 1646. Law of place.

1660. Same. 1647. Contracts explained by cir- 1661. Executed, executory distincumstances.

guished. 1648. Contract restricted to its

evident object.

1635. All contracts, whether public or private, are to be interpreted by the same rules, except as otherwise provided by this code.

1636. A contract must be so interpreted as to give effect to the mutual intention of the parties as it existed at the time of contracting, so far as the same is ascertainable and lawful.

1637. For the purpose of ascertaining the intention of the parties to a contract, if otherwise doubtful, the rules given in this chapter are to be applied.

1638. The language of a contract is to govern its interpretation, if the language is clear and explicit, and does not involve an absurdity.

1639. When a contract is reduced to writing, the intention of the parties is to be ascertained from the writing alone, if possible; subject, however, to the other provisions of this title.

1640. When, through fraud, mistake, or accident, a written contract fails to express the real intention of the parties, such intention is to be regarded, and the erroneous parts of the writing disregarded.

1641. The whole of a contract is to be taken together, so as to give effect to every part, if reasonably practicable, each clause helping to interpret the other.

1642. Several contracts relating to the same matters, between the same parties, and made as parts of substantially one transaction, are to be taken together.

1643. A contract must receive such an interpretation as will make it lawful, operative, definite, reasonable, and capable of being carried into effect, if it can be done without violating the intention of the parties.

1644. The words of a contract are to be understood in their ordinary and popular sense, rather than according to their strict legal meaning; unless used by the parties in a technical sense, or unless a special meaning is given to them by usage, in which case the latter must be followed.

1645. Technical words are to be interpreted as usually understood by persons in the profession or business to which they relate, unless clearly used in a different sense.

1646. A contract is to be interpreted according to the law and usuage of the place where it is to be performed; or, if it does not indicate a place of performance, according to the law and usage of the place where it is made.

1647. A contract may be explained by reference to the circumstances under which it was made, and the matter to which it relates.

1648. However broad may be the terms of a contract, it extends only to those things concerning which it appears that the parties intended to contract.

1649. If the terms of a promise are in any respect ambiguous or uncertain, it must be interpreted in the sense in which the promisor believed, at the time of making it, that the promisee understood it.

1650. Particular clauses of a contract are subordinate to its general intent.

1651. Where a contract is partly written and partly printed, or where part of it is written or printed under the special directions of the parties, and with a special view to their intention, and the remainder is copied from a form originally prepared without special reference to the particular parties and the particular contract in question, the written parts control the printed parts, and the parts which are purely original control those which are copied from a form. And if the two are absolutely repugnant, the latter must be so far disregarded.

1652. Repugnancy in a contract must be reconciled, if possible, by such an interepretation as will give some effect to the repugnant clauses, subordinate to the general intent and purpose of the whole contract.

1653. Words in a contract which are wholly inconsistent with its nature, or with the main intention of the parties, are to be rejected.

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