Civil Code, 1872

Concurrent conditions are mutually dependent and must be performed at the same time.

A condition subsequent is a condition tied to a future event that can end the obligation if the other party chooses to rely on it.

A party may require performance only after fulfilling all conditions precedent and being able and ready to fulfill concurrent conditions.

If one party says before default that they will not perform, and does not retract that notice before performance is due, the other party may enforce the obligation without first performing or offering their own conditions.

A contract condition is void if it is impossible, unlawful, or repugnant to the nature of the interest created by the contract.

A forfeiture condition must be interpreted strictly against the party who benefits from it.

If an obligation allows either of two acts to be performed, the person who must perform gets to choose the act, unless the obligation says otherwise.

If the party with the right to choose between alternative acts does not notify the other party in time, the right to choose passes to the other party.

If a party may choose among alternative acts, it must choose one entire act and cannot split the choice between acts without the other party’s consent.

If one of two alternative acts required by an obligation cannot be enforced, becomes unlawful, or cannot be performed, the obligation is treated as if the other act were the only one required.

The burden of an obligation may be transferred only with the consent of the party entitled to benefit from it, except as Section 1466 allows.

A person who is owed a right arising from an obligation owns that right and may transfer it.

A non-negotiable written contract for payment of money or personal property may be transferred by indorsement.

A prevailing plaintiff in the covered situation may recover attorney’s fees, costs, and expenses from the defendant, and any waiver of this rule is void.

Certain covenants in grants of real property estates pass with the estate and bind the covenantor’s assigns while benefiting the covenantee’s assigns.

Only the covenants specified in this Title, and those incidental to them, run with the land.

A covenant in a grant of real property that directly benefits the property, or part of it then in existence, runs with the land.

This section says the prior section includes certain covenants by a grantor and grantee.

A covenant running with the land binds only people who acquire the covenantor’s whole estate in part of the property.

A person who acquires an estate subject to a running covenant is not liable for breaches that happened before acquisition or after they give up the estate or stop benefiting from it.

If multiple people hold different titles to land and are burdened by or benefit from a running covenant, the burden or benefit must be split among them based on the value of the property, or if that cannot be determined, based on their respective quantity interests.

A qualifying land covenant can run with the land and bind successive owners while they own affected land, if the section’s description, notice, purpose, and recording requirements are met.

A lessor’s lease covenant about contiguous real property can bind later owners if the section’s recording and description requirements are met, subject to Section 1466.

A lease covenant by the lessor can bind later owners and certain holders of interests in contiguous property if the lease and recording requirements are met.

This section lets certain land-use covenants run with the land if specified recording, description, and safety/environment conditions are met.

Full performance of an obligation extinguishes it when done by the person who must perform it, or by someone acting for that person with assent, and the creditor accepts it.

If one jointly liable person performs the obligation, the liability of all is extinguished.

If an obligation is owed to several persons, paying any one of them extinguishes the obligation, except for certain deposits held in common or jointly owned.

A creditor can direct the debtor to perform an obligation in a particular way, and performance in that way extinguishes the obligation.

A partial performance of an indivisible obligation cancels the obligation by the same proportion if the creditor voluntarily keeps the benefit; otherwise it does not.

This section says that performing an obligation to deliver money is called payment.

An obligation is extinguished when performance is offered in the prescribed way and with the intent to extinguish the obligation.

An offer of partial performance has no legal effect.

An offer of performance must be made by the debtor, or by someone acting for the debtor with the debtor’s assent.

A debtor may make an offer of performance at the debtor’s option, unless there is an express provision to the contrary.

If an obligation sets a performance time, the offer of performance must be made at that time, within reasonable hours, and not before or after.

If an obligation does not set a performance time, an offer of performance may be made before the debtor refuses to perform after a reasonable demand.

If performance is late but can be fully compensated and time is not essential, an offer to perform, with compensation, may still be made after the due date.

An offer of performance must be made in good faith and in the way most likely to benefit the creditor under the circumstances.

An offer of performance must not include conditions the creditor is not required to perform.

An offer of performance has no legal effect if the person making it is not able and willing to perform as offered.

An offered item does not have to be actually produced when making an offer of performance unless the offer is accepted.

If a thing is offered as performance, it must not be mixed with other things that cannot be separated right away and without difficulty.

A debtor who is entitled to a condition’s performance may make the debtor’s own offer depend on that condition being performed.

A debtor may require a written receipt from the creditor for property delivered in performance of the debt.

A money debt is extinguished by a due offer of payment if the amount is immediately deposited in the creditor’s name at a good-repute bank or savings and loan association in this state, and the creditor is notified.

If the creditor does not raise an objection to the mode of performance when they have the chance and the issue could be fixed then, the objection is waived.

If a thing is duly offered in performance of an obligation, title passes to the creditor when the debtor states that intention at that time.

A person offering something other than money as performance must hold it as a depositary for hire if treating it as the creditor’s property.

A duly made offer of payment or other performance stops interest on the obligation and is treated like performance for its other effects.

If a creditor refuses a thing offered as performance, the creditor does not have to return it unless asked; if the creditor keeps it, the creditor is treated as a gratuitous depositary.

A party’s nonperformance or delay may be excused by the creditor’s act, operation of law, an irresistible superhuman cause, public enemies, or the creditor’s conduct inducing nonperformance.

If an obligation is prevented for a reason that excuses performance, and the creditor did not cause it, the debtor is entitled to part of the consideration based on the benefit actually received by the creditor.

A creditor’s refusal to accept performance before an offer is treated like an offer and refusal, unless the creditor gives the debtor notice of willingness to accept performance before it is actually due.

Parties to an accord must carry it out, and the obligation is not extinguished until the accord is fully performed.

If the creditor accepts the consideration for an accord, the obligation is extinguished; this is called satisfaction.

In a contract money dispute, a debtor may pay the undisputed amount without conditions.

This section says when accepting a check or draft does, or does not, count as an accord and satisfaction.

Novation means replacing an existing obligation with a new one.

This section says when a novation occurs.

Novation is made by contract and follows the general rules for contracts.

An obligation is ended by a release from the creditor or releasing party, if the release is given to the debtor or released party and is either supported by new consideration or made in writing.

A general release does not cover unknown or suspected claims that would have materially changed the settlement if they had been known.

Health care providers and their related personnel must release the state and state personnel from claims tied to their defense by the Attorney General or other state-provided counsel.

Releasing one joint debtor does not release the others, unless they are mere guarantors.

A contract means an agreement to do or not do a certain thing.

A contract exists only if there are parties capable of contracting, consent, a lawful object, and sufficient cause or consideration.

This section says compliant medicinal or adult-use cannabis activity is treated as a lawful contract object and not contrary to law, morals, or public policy.

All persons are capable of contracting, except minors, persons of unsound mind, and persons deprived of civil rights.

This section says who governs contract capacity for minors and for persons of unsound mind.

A contract is only valid if the parties exist and can be identified.

A third person named as an express beneficiary of a contract may enforce it before the parties rescind the contract.

A contract’s parties must have consent that is free, mutual, and communicated by each to the other.

If consent is not free, it is not automatically void and may be rescinded by the parties under the Chapter on Rescission.

Apparent consent is not real or free if it is obtained through duress, menace, fraud, undue influence, or mistake.

Consent counts as obtained only if the cause from the prior section did not affect whether consent would have been given.

A minor’s statement that a parent or legal guardian has consented does not count as consent under this chapter.

This section defines duress as unlawful confinement, unlawful detention of property, or certain fraudulent confinement that is harassing or oppressive.

Menace means a threat of specified duress, unlawful and violent injury to a person or property, or injury to a person’s character.

Fraud is defined here as either actual fraud or constructive fraud.

This section defines actual fraud in contract law as certain deceptive acts done by a party to a contract, or with that party’s connivance, to deceive the other party or induce them to enter the contract.

This section defines constructive fraud as certain breaches of duty or acts/omissions the law treats as fraudulent, even without actual fraudulent intent.

Actual fraud is always treated as a question of fact.

Undue influence is defined as using confidence or authority to gain an unfair advantage, or taking unfair advantage of another person’s weakness, necessities, or distress.

A mistake may be either a mistake of fact or a mistake of law.

This section defines “mistake of fact” for contract law.

Mistake of law counts as a mistake only in the two situations listed in this section.

A mistake about foreign laws is treated as a mistake of fact.

Consent is not mutual unless all parties agree on the same thing in the same sense.

Consent is effective only when communicated by the contracting party through an act or omission meant to communicate it, or one that necessarily does so.

If an offer sets conditions for how acceptance must be communicated, the proposer is not bound unless those conditions are followed. Otherwise, any reasonable and usual method may be used.

Consent is fully communicated when the party accepting a proposal puts the acceptance into transmission to the proposer, if done in line with the prior section.

Doing the conditions of a proposal, or accepting the consideration offered with it, counts as acceptance of the proposal.

A seller may not offer goods or services if the offer includes sending unrequested items to the recipient; unrequested items are treated as a gift to the recipient.

If a member ends membership by certified mail, unordered goods sent more than 30 days after the organization receives the return receipt are treated as gifts, and the person may keep or dispose of them.

An acceptance must be absolute and unqualified, or it must include an acceptance the proposer can separate from the rest.

The proposer may revoke a proposal before acceptance is communicated to the proposer, but not after that.

A proposal is revoked if the proposer gives notice before acceptance, the acceptance period or a reasonable time ends, the acceptor fails a condition precedent, or the proposer dies or loses legal capacity.

A contract voidable only because consent was not properly given may later be ratified by a later consent.

If someone voluntarily accepts the benefit of a transaction, that acceptance counts as consent to the obligations arising from it, as far as the person knows, or should know, the facts.

If a gift of money or property is made in anticipation of marriage, the donor may recover the gift if the marriage is not entered into or is abandoned by mutual consent.

This section defines the object of a contract as the thing a receiving party agrees to do or not do.

A contract’s object must be lawful when the contract is made, and must be possible and ascertainable by the time performance is due.

The section says everything is treated as possible, except things that are impossible by nature.

If a contract has only one object and that object is unlawful, impossible to perform, or too vague to identify, the whole contract is void.

If a contract has several distinct objects and at least one is lawful and one is unlawful, the contract is void only for the unlawful part and remains valid for the rest.

Certain benefits or prejudices can count as valid consideration for a promise.

An existing legal obligation, or certain moral obligations or prejudice suffered by the promisee, can count as good consideration for a promise only to the extent of that obligation.

A contract’s consideration must be lawful under Section 1667.

If any part of the consideration is unlawful, the whole contract is void.

A consideration can be executed or executory, in whole or in part.

If consideration is executory, the contract does not have to state the amount or how to determine it.

If a contract does not state how consideration is to be calculated, or leaves it to an interested party’s discretion, the consideration must be money equal to the object’s reasonable value.

If a contract uses an exclusive way to determine consideration and that method is impossible to carry out on its face, the contract is void.

If a contract uses an exclusive way to determine consideration and that method later cannot be carried out, that provision is void.

A written instrument is presumed to be evidence that consideration exists.

The party trying to invalidate or avoid an instrument must prove that there was no consideration sufficient to support it.

A contract may be either express or implied.

An express contract is a contract whose terms are stated in words.

An implied contract is a contract whose existence and terms are shown by conduct.

Contracts may be oral unless a statute specifically requires them to be in writing.

If a contract that must be in writing is kept from being written by a party’s fraud, another party who is misled by that fraud and acts to their prejudice may enforce the contract against the fraudulent party.

Many contracts listed here are invalid unless there is a writing signed by the party to be charged or that party’s agent.

A sale of personal property over $5,000 generally is not enforceable unless there is a qualifying record signed by the party to be charged or that party’s agent, subject to stated exceptions.

When a contract is executed in writing, the written contract overrides earlier or concurrent negotiations or stipulations about the same matter.

A written contract takes effect when it is delivered to the party it benefits, or to that party’s agent.

The rules on delivery of grants in the Chapter on Transfers in General apply to all written contracts.

A corporate or official seal may be affixed to an instrument by making a mere impression on the paper or other material where the instrument is written.

The law abolishes all distinctions between sealed and unsealed instruments.

Printed parking or storage bailment contracts for motor vehicles are not binding unless they meet specific notice and formatting requirements, and a posted large-type copy is required.

A bailee cannot use a parking or storage bailment contract to avoid liability for theft of a motor vehicle in the stated circumstances.

Sellers of machinery used for mining must give the buyer a bill of sale at the time of sale, and both seller and in-state buyer must keep records of the transaction.

Some businesses that negotiate mostly in Spanish, Chinese, Tagalog, Vietnamese, or Korean must give the other party a translation of the contract before it is signed, and post or provide required notices in some covered deals.

Certain supervised financial organizations must give translated loan forms and related updates in specified languages when negotiating or modifying residential real-property loans.

An electronically transmitted brokerage application with the customer’s electronic or digital signature is treated as a valid, enforceable written contract when the broker-dealer accepts it, unless ordinary contract-invalidity grounds apply.

This section says Title 2.5 may be cited as the Uniform Electronic Transactions Act.

This section lets a party avoid the effect of an electronic record in certain error cases, and it also stops paragraphs (2) and (3) from being changed by agreement.