CONTRACT CYPRUS CAP CHAPTER 149 OF THE LAWS 1959 EDITION

Transcription

1 CAP 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 oj Laws within, the meaning of the Evidence (Colonial Stntufes) Act C.--14B 1

2 2 CAP. 149., Section CHAPTER 149. CONTRACT ARRANGEMENT OF SECTIONS. PART I. PRELIMINARY. 1 Short title.. 2 General rule ijf construction of Law PART 11. OF THE C,OMMUNlCATION, ACCEPTANCE AN 11 REVOCATION OF PROPOSALS. 3 Communication, acceptance and revocation of proposals.. 4 Communication, when complete...i l<evocation of proposals and acceptances.... b Revocation, how made 7 Acceptance must be absolute r; :\cceptance by- performing conditions I )r receiving consideration c) Promises, express and implied I'XRT ; C'ONTH.\C'l'S, VOIDABLE COS1'lihC''IS AND YOID.~C;HEEhll'h"l'S 10 b,'hat. agreements arr contracts.. 11 C apacity to contract.. 12 What is a sound mind for the purpost.s of contracting,. 13 " Consent " defined " Free wnsent " defincil 15 " ('oercion " defined. 1 f> " Undue infiuence " ci4necl.. 15 *' Fraud " defined.. 1H " Misrepreseiitatioii ' tlefined 10 Voidability of agreeinerit witllout free consent.. 20 I'ower to set aside contract induced by undue influencr 21 Agreement void where both parties are under mistake as to mattrr of fact and effect of mistake as to law Contract caused by mistake of one party as to matter t)f fact.. 23 What consideration and objects are unlawful ant1 what not.. void AgYt?t?,tbt.)ZlS. 24.\greements void if considerations ant1 objects unlawful in part '5 Agreement without consideration, void unless it is in whiting, elc 26 Agreements in restraint of marriage void Agreements in restraint of trade void. savings.. 28 Agreements in restraint of legal proceedings void. Saving 20 Agreements void for uncertainty 30 Agreements by way of wager void....

3 . - Seclzon CONTHAC I. [CAP _- - _~ PART IV. OF CONTIXGENT CONTRACTS. 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.. Page PART V. OF THE PERFORMANCE OF CONTRACTS. Contracts which must be performed. Effect of refusal to accept offer of perfomance Effect of refusal of party to perform promise wholly t Obligation of parties to contracts.. When promises binding on representatives of promisors, By whom Contracts midst be performed. l erson by whom promise is to be performed.. Effect of accepting performance from third person.. Devolution of joint liabilities Any one of joint promisors may be compelled to perform. Saving Effect of release of one joint promisor Devolution of joint rights n Time and Place for Performance. Time for performance of promise where no applications is to be made and notioe is specified no application to be made place 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 no place fixed for performance 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 willing to perform Order of performance of reciprocal proniises Liability of party preventing event on which contract is to take effect Effect of default as to that promise which should be first perfornied in contract consisting of reciprocal promises Effect of failure to perform at fixed time, in contract in which time is essential. Agreement to do impossible act., lieciprocal promise to do things legal and also other things illegal Alternative promise. one branch being 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.. ad%\

4 4 CAP CONTRACT ~.. Contracts which med not be Pevforrtted. St.Cll0 I1 Page 62 Effect of novation. rescission and alteration of contract 63 Promisee may tclispense with or renut performance tkf contract Consequences of rescission of voidable contract or contract that beconies void...~ Mode of communicating or revoking rescission of voidable contract Obligation of person who has received advantage under void agreement Effect of neglect of promise to afford promisor reasonable facilities for performance.. 24 PART VI. OF CERTAIN RELATIONS RESEMBLING 'IHQSE: CREATED 13Y CONTRACT. 68 Claim for necessaries supplied to person incapable of contracting, or on his account 69 Reimbursement of person paying money due by another in payment of which he is interested 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. 73 ('ompensation for loss or damage caused by breach of contract 51 Compensation for breach of contract where penalty stipulated for. Saving.. 75 Party rightfully rescinding contract entitled to compensation.... PART \'Ill. OF SPECIFIC mrworw\iwx OF CONTRACTS. 76 Specific performance of contracts and requisites thereof. Saving Requirements for leases and contracts made in consideratiun of marriage 78 PART X. OF BONDS IN CUSTOBIAKY FORM. '' Bond in Customary form ", " Debtor " and "Creditor " defined, and essentials of bond Bond secured by guarantee, pledge or mortgage.. 80 Conclusiveness of contents of bod 81 Saving _ PART XI. OW INDEMNITY AND GUAIIANTEE. Contract of indemnity " defined.... Right of indemnity-holder when sued..,. '' Contract of guarantee," " surety" '' principal debtor " and ' I creditor '* Consideration for guarantee Surety's liability.. " Continuing guarantee ".. Revocation of continuing guarantee Revocation of continuing guarantee by surety's death Liability of two persons primarily liable, not affected by arrangement between them that one shall be surety on other's default a * 2b L

5 ~. ~. CONTRACT. 5 Section 91 Discharge of surety by variance of terms of contract.. 92 Discharge of surety by release or discharge of principal debtor 93 Discharge of surety when creditor compounds with, gives time to, or agrees not to sue principal debtor s I Surety not discharged when agreement made with third person to give time to principal debtor.. C.reditorAforbearance to sue does not discharge surety.. Release of one co-surety does not discharge others Discharge of surety by creditor's act or omission impairing surety's 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.. Guarantee on contract that creditor shall not act tm it until co-surety I. joins Implied promise to indemnify surety.. Co-surety liable to contribute equally.. Liability of co-sureties bound on different sums 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 Termination of bailment by bailee's act inconsistent with conditions.. Liability of bailee making unauthorized use of goods bailed.. 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 separated.. ". Effect of mixture, without bailor's consent, when the goods cannot be separated Repayment by bailor of necessary expenses Restoration of goods lent gratuitously..,. Return of goods bailed on expiration of time or accomplishment of purpose.. ~.." 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.. ~. ". L. ~. I. Bailment by several owners... ~ 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 ". Bailee's particular lien. L General liens of bankers, factors and wharfingers Bailments of Pledgcs.. "~." 'I Pledge '' pawnor '' ana " pawnee ", defined.... Pawnee's right of retainer.. ~. " * Page ,: 3d

6 CAP CONTRA CT Sectaon lb 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 by possessor of goods, or of documentary title to goods.. Pledge where pawnor has only a limited interest Requirements for a pledge of bills of exchange, promisory notes etc., orshares Pawnee s right where pawnor makes default in contract of pledge made 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 Sub-agents. When agent cannot delegate legal Subagent defined Representation of principal by sub-agent properly appointed.. Agent s responsibility for sub-agent. Sub-agent s responsibility.. Agent s responsibility for sub-agent appointed without authority Relation between principal and person duly appointed by agent to act in business of agency.. Agent s duty in naming such person.. Hatijcafion. Right of person as to acts done for him without authority. Effect of ratification.... Ratification may be expressed or implied.. Knowledge requisite for valid ratification.. Effect of ratifying unauthorised act forming part of a transaction.. Ratification of an unauthorised act cannot injure third person Revocation of.4 rcthority. Termination of, agencv. 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: Y J

7 - CONTRACT. ;CAP Section 167 Revocation and renunciation may be expressed or implied When termination of agent s authority takes effect as to agent and as to third person 169 Agent s duty on termination of agency by principal s death or insanity 170 Termination of sub-agent s authority Agent s duty io Principal. 171 Agent s duty on conducting principal s business Skill and diligence required of agent Agent s accounts 174 Agent s duty to communicate with principal 175 Right of principal when agent deals on his 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 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,, Principal s Duty to Agetit. Agent to be indemnified against consequences of lawful acts.. Agent to be indemnified against consequences of acts done in good faith Non-liability of employer of agent to do a criminal act 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.. Principal not bound when excess of agent s authority not separable Consequences of notice given to agent.. Agent cannot personally enforce, nor he bound by contracts on behalf 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..... Consequences of inducing agent or principal to act on belief that principal or agent will be held exclusively liable Liability of pretended agent 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 l 0 AMEND ANI) CONSOLIDATE THE ]LAW RELATING TO CONTRACT. 18. This Law may be cited as the Contract Law.

8 8 I; enera.1 rrtlc of constructi~ )n *if Law Pnterpreta tion. CONTRACT (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 I 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 very act of promises, forming the consideration for each other, is an agreement ; (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.

9 CONTRACT. [CAP (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:awhen 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 pit 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 communication of its acceptance is complete as against and accepthe proposer, but not afterwards. tances. An acceptance may be revoked at any time before the communication of the acceptance is complete as against the acceptor, but not afterwards. 4. A proposal is revoked- (U) by the communication of notice of revocation by the proposer to the other party ; Revocation, how made

10 10 CAP CONTRACT. (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. Acceptance must be absolute Acceptance by performing conditions. or receiving considera- 1 ion. Promises, express and implied. 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. What agreements are contracts. 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,

11 ~ CONTRACT. [CAP 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 ~hatisa sound mind of making a contract if, at the time when he makes it, forthe he is capable of understanding it and of forming a rational ~urpo=sof contracting 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. 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.

12 22 CAP CONTRACT. 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. " Coercion defined. Cap Cap " Undue influence " defined. " Fraud " defined. 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

13 II-_ CONTRA CT. [CAP (b) the active concealment of a fact by one having knowledge or belief of the fact ; (c) a promise made without any intention of performing it ; (d) any other act fitted to deceive ; (e) any such act or omission as the law specially declares to be fraudulent. 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. '' 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 agreement 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 of agreecoercion, fraud or misrepresentation, the agreement is a ments withcontract voidable at the option of the party whose consent out free consent. 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.

14 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 set aside Lontract lnducedby undue 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. - \ P ~ 21. ~ (1) Where ~ ~ both ~ the ~ parties ~ to an agreement are void where bottlpartlea under a mistake as to a matter of fact essential to the mistake are Inder as ttb agreement, the agreement is void. matter of An erroneous opinion as to the value of the thing which f&t forms the subject-matter of the agreement is not to bt. deemed a mistake as to a matter of fact. Efiect 01 (2) A contract is not voidable because it was caused mistakes as to law. 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. Contract caused by mistakeof 22. A contract is not voidable merely because it was caused by one of the parties to it being under a mistake Oneparty as as to a matter of fact. to matter of fact. what siderations and objects are lawful and what not. 23. The consideration or object of an agreement is lawful, Unless-- (a) it is forbidden by law ; or (b) is of such a nature that, if permitted, it would defeat the provisions of any law ; or (c) is fraudulent ; or (d) involves or implies injury to the person or property of another; or (e) the Court regards it as immoral, or opposed to public policy. In each of these cases, the consideration or object of an agreement is said to be unlawful. Every agreement of which the object or consideration is unlawful is void.

15 - - - CONTRA CZ'. Void Agreements. [CAP If any part of a single consideration for one or tw$?jletlt5 more objects, or any one or any part of any one of several consideraconsiderations for a single object, is unlawful, the agreement tbbof2;$nd is void. unlawful 111 part. I Agreement 25. (1) An agreement made without consideration is without void, unless- sideration, 1 oid. unless (U) it is expressed in writing and signed by the party itisin 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 writing (b) it is a promise to compensate, wholly or in part, "*lba proniise tu 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 (c) it is a promise, ~nade in writing and slgnecl by dpwthe party to be charged therewith, to pay mr>e to pa\ wholly or in part a debt of which the creditor ijarredbv might have enforced payment but for any I11iiitation,<, 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 ~alidity, 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 any person is void. in restraint of marriagc void. 27. (I) Every agreement by which any one is restrained Agreement in restraint from exercising a lawful profession, trade, or business of of tradevoid any kind, is tr, that extent void.

16 16 CAP 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 partnerslril). (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. Agreements in restraint of legal proceedings void. Saving 01 contract to refer to arbitrati( i n dispute that rnav arise 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 co arbitration any question 1wtn.c.en tliern which has aii-mc~y arisc~~, or &cct any provision of any law in force for the time being as to references to arbitration.

17 ~~ ~ CONTRACT. [CAP 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 ~ ~ ~ ~ ~ ~ ~ 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 by law unless and until that event has happened. happening. 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 he fixed, saxch :y!$:fd event has not happened, or if, before the time fixed, 3udk eventwthm fixed Lnme. event becomes impossible. (2) Colltingellt COP ctr; to do or not to do anytl if a specified uncert nt uors mt happen cvithi hxed time m a ~ be ~ "cy? &a"* wvhen the time :- has expired and sllcia e7:erae K happ~~ed, OF, b 5 the time fixed has expired, 11- becomes certak such event wju not happen. 0 --la

18 - -. -_ - _- _ 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) %%BCPLT~~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 i pscarnisor lias made an der of perforanaiice to the promisee, and the ofkr has not been accepted, the promisor is 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 IP follon ing coraditims- (a) it must be unconditional ; jb) it must be made at gxopelr time and placc., aid nmlcr iuch circianmstances that the person to mhom it 15 anatlc. anay have a reasonablt opportunitg cif ascertaining that tlie person by whoan it is made is ablc,ind willirig there and illt lp to do the whole of what8 he is blound bj7 hi< prcalaalsth to do ; (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 of seveial joint promisees has the ~~iiae legal conseqncnces as an offer to all of them.

19 CONTRACT. [CAP 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, Any one of joint 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 promisors to perform the whole of the promise. to ptlrform (2) Each of two or more joint promisors may compel I ach I"() inisor ma) every other joint promisor to contribute equally with himself to the performance of the promise, unless a contrary ontll~ion intention appears from the contract. (3) If any one of two or more joint promisors makes 'tlarl%of 10s hv default in such contribution, the rcmaining joint promisors clef,lult must bear the loss arising from such default in equal shares. col1trl~loii (4) Nothing in this section shall prevent a surety from sa~~lng. 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. 44. W%ere two or more persons have made a joint I<ff~~t(if rclease of 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. am

20 _I CONTRACT 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 for pe: forrnance ofpron,lse whereno alqdication is lo be made and no time is saecified. Time cdnd Pkce ~ Q ~~~~~~~~~~~c~~ P 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. i ime and place for %)t Pluililse x% 'lex time Lpecrfied 1lldn~l application to he made. 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 performed. 1~I)wCdtlOn 4.I When a promise is io be performed on a. certain fool performanceon day, and the promisor has not undertaken to perform it ~ertalncbw without application by the promisee, it is the duty of the to be a+ plopertime promisee to apply for performance at a proper place and place. within the usual hours oi business. The question " what is a proper time and place e;rch particular case, ;L question of fact. is, in Place for performance i,ipromiae whereno application tt,bemade 49. When a promise is to be performed without application by the promisee, and no place is fixed for the performance of it, it is the duty of the promisor to apply arldnoplace to the promisee to appoint a reasonable place for the fixed for F,erformance. performance of the promise, and to perform it at such place.

21 CONTRACT. [CAB _ The performance of any promise may be made in ~ ~ ~ ~ ~ any manner, or at any time, which the promisee prescribes or sanctions. at time prescribed or 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 52. Where the order in which reciprocal promises are Orderof performance 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 party one party to the contract prevents the other from per- preventlllg forming his promise, the contract becomes voidable at the?\enton which 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. 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 promisesloss which such other party may sustain by the nonperformance of the contract. 55. (1) When a party to a contract promises to do a Effectof failure to 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, at or before the specified time, the contract, or so much in. contract in which 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. essential.

22 22 CAP CONTRACT. Effect of such failure whentime is not aqsential. Effect of acceptance ofperfom- ante time other at thanthat (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 at or befoie the specified time ; but the promisee is entitled to ccmpensation from the promisor for any loss occasioned to him by such failure. (3) If, in case of a contract voidable on account of the promisor s failure to perform his promise at the time agreed, the promisee accepts performance of such giomise at any time other than that agreed, the promisee cannot agreed upon. claim compensation for any loss occasioned by the nonperformance 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. 56. (1) An agreement to do an act impossible in itself is void. (2) A contract to do an act which, after the contract is made, becomes impossible, or, by reason of some event which the.promisor could not prevent, unlawful, bec mcs void when the act becomcs impossible or unlawful. 8 (3) Where one person has promised to de something which he knew, or, with reasonable diligence, might have act known known, and which the promisee did not know to be imyossibile or unlawful, such promisor must make compensation to such promisee for any loss which such promisee sustains through the non-performance of the promise. to Agreement do possible act. Contract to do alt aftprwards bewming impossible or unlawful. Compensa- tion for loss through non of performance tobelmpossible or promise Heciprocal to do things legal, aiid also other things illegal. 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. Alternative 58. In the case of an alternative promise, one branch promise one branchbeing of which is legal and the other illegal, the legal branch illegal. alone can be enforced. Appllcation of payment wheredebt to be discharged is indicated. Appropriation of Payments. 59. Where a debtor, owing several distinct debts to one person, makes a payment to him, either with express intimation, or under ciicumstances implying that the payment is to be applied to the discharge of some particdar debt, the payment, if accepted, must be applied accordingly.

23 I ' I I CONTRACT. [CAP Where the debtor has omitted to intimate and there -~~l~cation are no other circumstances indicating to which debt the wileredebt of payment payment is to be applied, the creditor magi apply it at 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. 61. Where neither party makes any appropriation the of payment payment shall be applied in discharge of the debts in where order of time, whether they are or are not barred by the neltherpady appropriates. 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. Contracts Which Need Not be Berfonned. 62. If the parties to a contract agree to substitute a Effectof novation, new contract for it, or to rescind or alter it, the original reslisslon contract need not be performed. and alterdtion of contract 3. Every promisee may dispense with or remit, wholly Promisee may dispense or in part, the performance of the promise made to him, withorremlt or may extend the time for such performance, or may performance of promi\e. accept instead of it any satisfaction which he thinks fit. 64. When a person at whose eption a contract is voidable on \equmce\ 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. 5. When an agreement is discovered to be void, or Qblwtlonof person who when a contract becomes void, any person who has received h ay 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 66. The rescission of a voidable contract may be corn- Modeofcornniunicating 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 24 CAP CONTRACT. Effect of neglelt of promisee to promisor affr)rd reasonable tacilities for performance. Claim fof necessaries supphed to person incapable of.oiltractlng, &count Ileimbursement of person Paying moneydue by another in payment of wryhlcilhels lriterested Obligation of e*iioyw bmefit of gratultous act. Hesponsi- h1hty ot fuiderof goods. 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. PART VI. OF CERTAIN RELATIONS RESEMBLING THOSE CREATE]) CONTRACT. 68. If a person, incapable of entering into a contract, or, any one whom he is legally bound to support, is supplied by another person with necessaries suited to his condition 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. 70. Where a person lawfully does anything for anothex person, or delivers anything to him, not intending to do c'o gratuitously, and such other person erijoys the benefit thereof, the latter is bound to make compensation to the former in respect of, or to restore, the thing so done 01 delivered. 71. A person who finds goods belonging to another and takes them into his custody, is subject to the Sam 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 return it. 1s paid, or thing delivered, by mistake or under coercion. Compensation for loss ordamage causedby breach of contract. 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 it. BY

25 CONTRACT. [CAP Such compensation is not to be given for any remote and iridirect loss or damage sustained by reason of the breach. Compensa- (2) When an obligation resembling those created by tion. for contract has been incurred and has not been discharged, failureto discharge 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. those created (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. 74. (1) When a contract has been broken, if a sum is Compensa tion for 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 where tion by way of penalty, the party complaining of the penalt) breach is entitled, whether or not actrial damage or loss is stipulated for. proved to have been caused thereby, to receive from the party who has bxoken the contract reasonable compensation 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, iecognisaiice or other instrument of the same nature, or, under the provisions of any Law, or under the orders of the Government 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. 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 through the non-fulfilment of the contract. compensation.