US Laws, Codes, Statutes & Cases

OKLAHOMA STATUTES

TITLE 15.

CONTRACTS

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§151.  Contract defined.

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

R.L.1910, § 875.

§152.  Requisites of a contract.

It is essential to the existence of a contract that there should be:

1.  Parties capable of contracting.

2.  Their consent.

3.  A lawful object; and,

4.  Sufficient cause or consideration.

R.L.1910, § 876.  

§1511.  Persons authorized to contract.

All persons are capable of contracting, except minors, persons of unsound mind, and persons deprived of civil rights, however, persons sentenced to imprisonment under the Department of Corrections for any term, during confinement under said sentence, may make employment contracts, subject to the approval of the Director of the Department of Corrections, when this benefits the vocational training or release preparation of the prisoner; provided however, such persons during confinement shall not be eligible to receive benefits under the unemployment compensation law.

R.L.1910, § 877; Laws 1976, c. 163, § 1, emerg. eff. June 1, 1976.  

§1512.  Capacity of certain classes.

Minors and persons of unsound mind have only such capacity as is defined by the statutes of this State.

R.L. 1910, Sec. 878.

§1513.  Minors defined  Computing period of minority.

Minors, except as otherwise provided by law, are persons under eighteen (18) years of age.

The period thus specified must be calculated from the first minute of the day on which a person is born to the same minute of the corresponding day completing the period of minority.

R.L.1910, § 932.  

§1514.  Adults.

All other persons are adults.

R.L.1910, § 880.  

§1515.  Status of unborn child.

A child conceived, but not born, is to be deemed an existing person so far as may be necessary for its interest in the event of its subsequent birth.

R.L.1910, § 881.  

§15-16.  Persons of unsound mind, who are.

Persons of unsound mind within the meaning of this chapter are incapacitated persons or partially incapacitated persons, as such terms are defined by Section 1-111 of Title 30 of the Oklahoma Statutes.

R.L. 1910, § 882.  Amended by Laws 1998, c. 246, § 4, eff. Nov. 1, 1998.

§1517.  Disabilities of minor  What contracts prohibited.

A minor cannot give a delegation of power, nor make a contract relating to real property, or any interest therein, or relating to any personal property not in his immediate possession or control, except as otherwise specially provided.

R.L.1910, § 883; Laws 1972, c. 221, § 2, eff. Aug. 1, 1972.  

§1518.  Contracts which minor may make.

A minor may make any other contract than as above specified in the same manner as an adult, subject only to his power of disaffirmance under the provisions of this chapter.

R.L.1910, § 884.  

§1519.  Disaffirmance of minor's contract.

In all cases other than those specified herein, the contract of a minor may be disaffirmed by the minor himself, either before his majority or within one (1) year's time afterwards; or, in case of his death within that period, by his heirs or personal representatives.  Provided, that any minor between the ages of sixteen (16) and eighteen (18) who has paid for any repairing, supplying or equipping on any type of a motor vehicle may disaffirm said contract in like manner only by restoring the consideration to the party from whom it was received.

R.L.1910, § 885; Laws 1965, c. 294, § 1, emerg. eff. June 24, 1965; Laws 1972, c. 221, § 3, eff. Aug. 1, 1972.  

§1520.  Necessaries  What contracts may not be disaffirmed.

A minor cannot disaffirm a contract, otherwise valid, to pay the reasonable value of things necessary for his support, or that of his family, entered into by him when not under the care of a parent or guardian able to provide for him or them.

R.L.1910, § 886.  

§1521.  Disaffirmance of contracts authorized by statute.

A minor cannot disaffirm an obligation, otherwise valid, entered into by him under the express authority or direction of a statute.

R.L.1910, § 887.  

§1522.  Persons without understanding  Contracts  Necessaries.

A person entirely without understanding has no power to make a contract of any kind, but he is liable for the reasonable value of things furnished to him necessary to his support or the support of his family.

R.L.1910, § 888.  

§1523.  Rescission by person of unsound mind.

A conveyance or other contract of a person of unsound mind, but not entirely without understanding, made before his incapacity has been judicially determined, is subject to rescission without prejudice to the rights of third persons, as provided in the article on extinction of contracts.

R.L.1910, § 889.  

§1524.  Judicial determination of incapacity, contracts after  Wills after restoration.

After his incapacity has been judicially determined, a person of unsound mind can make no conveyance or other contract, nor designate any power, nor waive any right, until his restoration to capacity is judicially determined.  But if actually restored to capacity, he may make a will, though his restoration is not thus determined.

R.L.1910, § 890.  

§1525.  Civil liability of minors and incompetents.

A minor, or a person of unsound mind, of whatever degree, is civilly liable for a wrong done by him, in like manner as any other person.

R.L.1910, § 891.  

§1526.  Exemplary damages, minors' and incompetents' liability for.

A minor or person of unsound mind cannot be subjected to exemplary damages, unless at the time of the act he was capable of knowing that it was wrongful.

R.L.1910, § 892.  

§1527.  Minor may enforce rights by civil action  Guardian.

A minor may enforce his rights by civil action, or other legal proceedings, in the same manner as a person of full age, except that a guardian must be appointed to conduct the same.

R.L.1910, § 893.  

§1528.  Identity of parties to contract.

It is essential to the validity of the contract, not only that the parties should exist, but that it should be possible to identify them.

R.L.1910, § 894.  

§1529.  Beneficiary may enforce.

A contract, made expressly for the benefit of a third person, may be enforced by him at any time before the parties thereto rescind it.

§1531.  Uniform Minor Student Capacity to Borrow Act.

This act may be cited as the Uniform Minor Student Capacity to Borrow Act.

Laws 1970, c. 215, § 1, emerg. eff. April 15, 1970.  

§1532.  Definitions.

As used in this act:

(1) "person" means individual, corporation, government or governmental subdivision or agency, business trust, estate, trust, partnership or association, or any other legal entity;

(2) "educational institution" means any university, college, community college, junior college, high school, technical, vocational or professional school, wherever located, approved or accredited by that officer, department, board, agency or other official entity of this state, authorized under law to approve or to accredit for educational purposes that particular type of university, college, school or institution of learning, or, in the absence, as to the particular type of institution, of any such officer, department, board, agency or other official entity, by the State Board of Education, for the purposes of this act, or by the appropriate official, department or agency of the state in which the institution is located; and

(3) "educational loan" means a loan or assistance for the purpose of directly furthering the obligor's education at an educational institution.

Laws 1970, c. 215, § 2, emerg. eff. April 15, 1970.  

§1533.  Enforceable obligations.

Any written obligation signed by a minor who is (a) sixteen (16) years of age, with written approval of his parent or guardian, or (b) sixteen (16) years of age and does not reside with a parent or guardian, in consideration of an educational loan received by him from any person, is enforceable as if he were an adult at the time of execution, but only if, prior to the making of the educational loan, the educational institution has certified in writing to the person making the educational loan that the minor is enrolled, or has been accepted for enrollment, in the educational institution.

Laws 1970, c. 215, § 3, emerg. eff. April 15, 1970; Laws 1972, c. 221, § 4, eff. Aug. 1, 1972.  

§1534.  Construction.

This act shall be so interpreted and construed as to effectuate its general purpose to make uniform the law of those states which enact it.

Laws 1970, c. 215, § 5, emerg. eff. April 15, 1970.  

§1551.  Essentials of consent.

The consent of the parties to a contract must be:

1.  Free.

2.  Mutual; and,

3.  Communicated by each to the other.

R.L.1910, § 896.  

§1552.  Rescission where consent not free.

A consent which is not free, is nevertheless not absolutely void, but may be rescinded by the parties in the manner prescribed by Article 5 of this chapter.

R.L.1910, § 897.  

§1553.  When consent not real.

An apparent consent is not real or free when obtained through:

1.  Duress.

2.  Menace.

3.  Fraud.

4.  Undue influence. or,

5.  Mistake.

R.L.1910, § 898.  

§1554.  Consent deemed obtained through invalidating causes, when.

Consent is deemed to have been obtained through one of the causes mentioned in the last section, only when it would not have been given had such cause not existed.

R.L.1910, § 899.  

§1555.  Duress defined.

Duress consists in:

1.  Unlawful confinement of the person of the party, or of husband or wife of such party, or of an ancestor, descendant, or adopted child of such party, husband or wife.

2.  Unlawful detention of the property of any such person; or,

3.  Confinement of such person, lawful in form, but fraudulently obtained, or fraudulently made unjustly, harassing or oppressive.

R.L.1910, § 900.  

§1556.  Menace defined  Threats.

Menace consists in a threat:

1.  Of such duress as is specified in the first and third

subdivisions of the last section.

2.  Of unlawful and violent injury to the person or property of any such person as is specified in the last section; or,

3.  Of injury to the character of any such person.

R.L.1910, § 901.  

§1557.  Kinds of fraud.

Fraud is either actual or constructive.

R.L.1910, § 902.  

§1558.  Actual fraud defined.

Actual fraud, within the meaning of this chapter, consists in any of the following acts, committed by a party to the contract, or with his connivance, with intent to deceive another party thereto, or to induce him to enter into the contract:

1.  The suggestion, as a fact, of that which is not true, by one who does not believe it to be true.

2.  The positive assertion in a manner not warranted by the information of the person making it, of that which is not true, though he believe it to be true.

3.  The suppression of that which is true, by one having knowledge or belief of the fact.

4.  A promise made without any intention of performing it; or,

5.  Any other act fitted to deceive.

§1559.  Constructive fraud defined.

Constructive fraud consists:

1.  In any breach of duty which, without an actually fraudulent intent, gains an advantage to the person in fault, or any one claiming under him, by misleading another to his prejudice, or to the prejudice of any one claiming under him; or,

2.  In any such act or omission as the law specially declares to be fraudulent, without respect to actual fraud.

§1560.  Actual fraud a question of fact.

Actual fraud is always a question of fact.

R.L.1910, § 905.  

§1561.  Undue influence defined.

Undue influence consists:

1.  In the use, by one in whom a confidence is reposed by another, or who holds a real or apparent authority over him, of such confidence or authority for the purpose of obtaining an unfair advantage over him.

2.  In taking an unfair advantage of another's weakness of mind; or,

3.  In taking a grossly oppressive and unfair advantage of another's necessities or distress.

R.L.1910, § 906.  

§1562.  Kinds of mistake.

Mistake may be either of fact or of law.

R.L.1910, § 907.  

§1563.  Mistake of fact defined.

Mistake of fact is a mistake not caused by the neglect of a legal duty on the part of the person making the mistake, and consisting in:

1.  An unconscious ignorance or forgetfulness of a fact past or present, material to the contract; or,

2.  Belief in the present existence of a thing material to the contract, which does not exist, or in the past existence of such a thing, which has not existed.

R.L.1910, § 908.  

§1564.  Mistake of law defined.

Mistakes of law constitute a mistake within the meaning of this article only when it arises from:

1.  A misapprehension of the law by all parties, all supposing that they knew and understood it, and all making substantially the same mistake as to the law; or,

2.  A misapprehension of the law by one party, of which the others are aware at the time of contracting, but which they do not rectify.

R.L.1910, § 909.  

§1565.  Mistake of foreign law.

Mistake of foreign laws is a mistake of fact.

R.L.1910, § 910.  

§1566.  Mutual consent defined.

Consent is not mutual unless the parties all agree upon the same thing in the same sense.  But in certain cases, defined by the article on interpretation, they are to be deemed so to agree without regard to the fact.

R.L.1910, § 911.  

§1567.  Consent  How communicated.

Consent can be communicated with effect, only by some act or omission of the party contracting, by which he intends to communicate it, or which necessarily tends to such communication.

R.L.1910, § 912.  

§1568.  Mode of acceptance.

If a proposal prescribes any conditions concerning the communication of its acceptance, the proposer is not bound unless they are conformed to; but in other cases any reasonable and usual mode may be adopted.

R.L.1910, § 913.  

§1569.  When consent deemed communicated  Acceptance.

Consent is deemed to be fully communicated between the parties as soon as the party accepting a proposal has put his acceptance in the course of transmission to the proposer, in conformity to the last section.

§1570.  Certain acts as acceptance.

Performance of the conditions of a proposal, or the acceptance of the consideration offered with a proposal, is an acceptance of the proposal.

R.L.1910, § 915.  

§1571.  Acceptance must be absolute.

An acceptance must be absolute and unqualified, or must include in itself an acceptance of that character, which the proposer can separate from the rest, and which will include the person accepting. A qualified acceptance is a new proposal.

R.L.1910, § 916.

§1572.  Revocation of proposal.

A proposal may be revoked at any time before its acceptance is communicated to the proposer, but not afterwards.

R.L.1910, § 917.  

§1573.  How proposal revoked.

A proposal is revoked:

1.  By the communication of notice of revocation by the proposer to the other party, before his acceptance has been communicated to the former.

2.  By the lapse of the time prescribed in such proposal for its acceptance, or if no time is so prescribed the lapse of a reasonable time without communication of the acceptance.

3.  By the failure of the acceptor to fulfill a condition precedent to acceptance; or,

4.  By the death or insanity of the proposer.

R.L.1910, § 918.  

§1574.  Subsequent consent ratifies.

A contract which is voidable, solely for want of due consent may be ratified by a subsequent consent.

R.L.1910, § 919.  

§1575.  Acceptance of benefit includes obligations.

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.

R.L. 1910, Sec. 920.

§15101.  Object of a contract.

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.

R.L.1910, § 921.  

§15102.  Requisites of the object.

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

R.L.1910, § 922.  

§15103.  Possibility defined.

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

R.L.1910, § 923.  

§15104.  Unlawful object  Performance impossible  Object vaguely expressed.

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 expressed as to be wholly unascertainable, the entire contract is void.

R.L.1910, § 924.  

§15105.  Lawful part valid.

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.

R.L.1910, § 925.  

§15106.  Good consideration defined.

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.

R.L.1910, § 926.  

§15107.  Moral or legal obligation on promisor good as consideration.

An existing legal obligation resting upon the promisor, or a moral obligation originating in some benefit conferred upon the promisor, or prejudice suffered by the promisee, is also a good consideration for a promise, to an extent corresponding with the extent of the obligation, but no further or otherwise.

R.L.1910, § 927.  

§15108.  Consideration must be lawful.

The consideration of a contract must be lawful.

R.L.1910, § 928.  

§15109.  Effect of illegality of consideration.

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.

R.L.1910, § 929.  

§15110.  Executed or executory consideration.

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

R.L.1910, § 930.  

§15111.  Executory  How determined.

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 specific standard.

R.L.1910, § 931.  

§15112.  Amount of consideration where not specified.

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 as much money as the object of the contract is reasonably worth.

R.L.1910, § 932.

§15113.  Contract void when consideration cannot be ascertained as agreed.

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:  Provided, that 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.

R.L.1910, § 933.  

§15115.  Burden of proof as to consideration.

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

R.L.1910, § 935.  

§15131.  Contract express or implied.

A contract is either express or implied.

R.L.1910, § 936.  

§15132.  Express contract defined.

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

R.L.1910, § 937.  

§15133.  Implied contract defined.

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

R.L.1910, § 938.  

§15134.  What contracts may be oral.

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

R.L.1910, § 939.  

§15135.  Writing prevented by fraud  Enforcement against fraudulent party.

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.

R.L.1910, § 940.  

§15136.  Statute of frauds.

The following contracts are invalid, unless the same, or some note or memorandum thereof, be in writing and subscribed by the party to be charged, by an agent of the party or by a single-party broker of the party pursuant to Sections 858-351 through 858-363 of Title 59 of the Oklahoma Statutes:

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 the article on guaranty;

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

4.  An agreement for the leasing for a longer period than one (1) year, or for the sale of real property, or of an interest therein; and such agreement, if made by an agent or a single-party broker of the party sought to be charged, is invalid, unless the authority of the agent or the single-party broker be in writing, subscribed by the party sought to be charged.

R.L. 1910, § 941.  Amended by Laws 2003, c. 31, § 1, eff. Nov. 1, 2003.

§15137.  Writing excludes oral negotiations or stipulations.

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

§15138.  Delivery, contract takes effect on.

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

Added by Laws 1989, c. 148, § 1, emerg. eff. May 8, 1989.  

§15139.  Seal  Necessity for seal abolished.

All distinctions between sealed and unsealed instruments are abolished.

R.L.1910, § 944.  

§15140.  Credit agreements  Actions to enforce or seek damages  limits to actions on oral agreements.

A.  As used in this section:

1.  "Credit agreement" means an agreement by a financial institution to lend money, extend credit or otherwise make any other financial accommodation, or to renew, extend, modify, rearrange or forebear the repayment of any such loan, extension of credit or financial accommodation, but does not include any promissory note, real estate mortgage, or security agreement.

2.  "Financial institution" means any bank, savings and loan association, or credit union, or any holding company or subsidiary thereof.

3.  "Lender" means a financial institution that makes a credit agreement with a borrower.

4.  "Borrower" means a person who seeks a credit agreement with a lender or financial institution as defined herein or to whom money is loaned, credit is extended, or any other financial accommodation is made or for whom any such loan, extension of credit or financial accommodation is renewed, extended, modified, rearranged or forborne by a lender or financial institution as defined herein.

B.  No lender or borrower may maintain an action to enforce or seek damages for the breach of any term or condition of credit agreement having a principal amount greater than Fifteen Thousand Dollars ($15,000.00), unless such term or condition has been agreed to in writing and signed by the party against whom it is sought to be enforced or against whom damages are sought.

C.  The provisions of this section shall not be construed to preclude a lender from maintaining an action against a borrower, whether or not a credit agreement has been signed by the borrower, with respect to any of the following:

1.  Credit extended on an "account", as such term is defined in Section 4104 of Title 12A of the Oklahoma Statutes; or

2.  Credit extended pursuant to a "lender credit card or similar arrangement" or a "revolving loan account", as such terms are defined, respectively, in Sections 1301 and 3108 of Title 14A of the Oklahoma Statutes, if the terms or conditions relevant thereto are in writing and are provided to the borrower prior to his usage of the card or account or otherwise in accordance with applicable law.

D.  The provisions of this section shall be effective with respect to credit agreements entered into after the effective date of this act.

§15151.  All contracts, public and private, interpreted by same rules.

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

§15152.  Intent controls.

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.

R.L.1910, § 946.  

§15153.  Intention ascertained, how.

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.

R.L.1910, § 947.  

§15154.  Language governs.

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

R.L.1910, § 948.  

§15155.  Intention ascertained from writing.

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 article.

R.L.1910, § 949.  

§15156.  Real intention not expressed  Error to be disregarded.

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.

R.L.1910, § 950.  

§15157.  Effect given to every part.

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 others.

R.L.1910, § 951.  

§15158.  Several contracts taken as one.

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

R.L.1910, § 952.  

§15159.  Interpretation favors validity.

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.

R.L.1910, § 953.  

§15160.  Words to be taken in ordinary sense  Exceptions.

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.

R.L.1910, § 954.  

§15161.  Technical words.

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.

R.L.1910, § 955.  

§15162.  What law governs.

A contract is to be interpreted according to the law and usage 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.

R.L.1910, § 956. d

§15163.  Circumstances explain.

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

R.L.1910, § 957.  

§15164.  Terms restricted to intention of parties.

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.

R.L.1910, § 958.

§15165.  Promisor's belief as to promisee's understanding governs in case of ambiguity.

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. R.L.1910, § 959.  

§15166.  Part subordinate to whole.

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

R.L.1910, § 960.  

§15167.  Written and original parts control.

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 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.

R.L.1910, § 961.  

§15168.  Repugnancy  How reconciled.

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

R.L.1910, § 962.  

§15169.  Inconsistent words rejected.

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

R.L.1910, § 963.  

§15171.  Reasonable stipulations implied.

Stipulations which are necessary to make a contract reasonable or conformable to usage, are implied in respect to matters concerning which the contract manifests no contrary intention.

R.L.1910, § 965.  

§15-172.  Necessary incidents implied, when.

All things that in law or usage are considered as incidental to a contract, or as necessary to carry it into effect, are implied therefrom, unless some of them are expressly mentioned therein, when all other things of the same class are deemed to be excluded.

R.L. 1910, § 966.

§15173.  Reasonable time allowed where not specified  Immediate performance.

If no time is specified for the performance of an act required to be performed, a reasonable time is allowed.  If the act is in its nature capable of being done instantly, as for example, if it consists in the payment of money only, it must be performed immediately upon the thing to be done being exactly ascertained.

R.L.1910, § 967.  

§15174.  Time not of essence unless so provided.

Time is never considered as of the essence of a contract, unless by its terms expressly so provided.

R.L.1910, § 968.  

§15175.  Promise presumed joint and several, when.

Where all the parties who unite in a promise receive some benefit from the consideration, whether past or present, their promise is presumed to be joint and several.

R.L.1910, § 969.  

§15176.  Promise of several in singular form.

A promise made in the singular number, but executed by several persons, is presumed to be joint and several.

R.L.1910, § 970.  

§15177.  Executed and executory contracts defined.

An executed contract is one, the object of which is fully performed. All others are executory.

R.L.1910, § 971.  

§15-178.  Contracts of designating former spouse as beneficiary or providing death benefits - Effect of divorce or annulment.

A.  If, after entering into a written contract in which a beneficiary is designated or provision is made for the payment of any death benefit (including life insurance contracts, annuities, retirement arrangements, compensation agreements, depository agreements, security registrations, and other contracts designating a beneficiary of any right, property, or money in the form of a death benefit), the party to the contract with the power to designate the beneficiary or to make provision for payment of any death benefit dies after being divorced from the person designated as the beneficiary or named to receive such death benefit, all provisions in the contract in favor of the decedent's former spouse are thereby revoked.  Annulment of the marriage shall have the same effect as a divorce.  In the event of either divorce or annulment, the decedent's former spouse shall be treated for all purposes under the contract as having predeceased the decedent.

B.  Subsection A of this section shall not apply:

1.  If the decree of divorce or annulment is vacated;

2.  If the decedent had remarried the former spouse and was married to said spouse at the time of the decedent's death;

3.  If the decree of divorce or annulment contains a provision expressing an intention contrary to subsection A of this section;

4.  If the decedent makes the contract subsequent to the divorce or annulment;

5.  To the extent, if any, the contract contains a provision expressing an intention contrary to subsection A of this section; or

6.  If the decedent renames the former spouse as the beneficiary or as the person or persons to whom payment of a death benefit is to be made in a writing delivered to the payor of the benefit prior to the death of the decedent and subsequent to the divorce or annulment.

C.  For purposes of subsection A of this section, "death benefit" shall not include:

1.  Any interest in property in which the decedent's former spouse has an interest as a joint tenant; or

2.  Any interest in property in which the decedent's former spouse has a beneficial interest in an express trust created by the decedent during the decedent's lifetime for which provision is made in Section 175 of Title 60 of the Oklahoma Statutes.

D.  This section shall apply to any contract of a decedent made and entered into on or after November 1, 1987 and to depository agreements and security registrations made and entered into on or after September 1, 1994.

Added by Laws 1987, c. 201, § 2, eff. Nov. 1, 1987.  Amended by Laws 1989, c.181, § 10, eff. Nov. 1, 1989; Laws 1994, c. 313, § 4, eff. Sept. 1, 1994.

§15211.  What contracts are unlawful.

Those contracts are unlawful which are:

1.  Contrary to an express provision of law.

2.  Contrary to the policy of express law, though not expressly prohibited; or,

3. Otherwise contrary to good morals.

§15212.  Certain contracts against policy of law.

All contracts which have for their object, directly or indirectly, to exempt any one from responsibility for his own fraud, or willful injury to the person or property of another or violation of law, whether willful or negligent, are against the policy of the law.

R.L.1910, § 973.  

§15212.1.  Notice exempting business entity from liability for personal injury void.

Any notice given by a business entity which provides services or facilities for profit to the general public and which seeks to exempt the business entity from liability for personal injury caused by or resulting from any acts of negligence on its part or on the part of its servants or employees, shall be deemed void as against public policy and wholly unenforceable.

Added by Laws 1985, c. 153, § 1, eff. Jan. 1, 1986.  

§15213.  Penalties void.

Except as expressly provided in Section 215 of this title, penalties imposed by contract for any nonperformance thereof, are void.  But this section does not render void such bonds or obligations, penal in form, as have heretofore been commonly used; it merely rejects and avoids the penal clauses.

Amended by Laws 1985, c. 107, § 1, emerg. eff. May 28, 1985.  

§15214.  Attempt to fix damages void except as provided.

Every contract, by which the amount of damages to be paid, or other compensation to be made, for a breach of an obligation, is determined in anticipation thereof, is to that extent void, except as expressly provided by Section 215 of this title.

Amended by Laws 1985, c. 107, § 2, emerg. eff. May 28, 1985.  

§15215.  Amount presumed to be damages, provision for.

A.  A stipulation or condition in a contract except a contract to purchase and sell real property, providing for the payment of an amount which shall be presumed to be the amount of damage sustained by a breach of such contract, shall be held valid, when, from the nature of the case, it would be impracticable or extremely difficult to fix the actual damage.

B.  A provision in a real estate sales contract, providing for the payment of anamount which shall be presumed to be the amount of damages sustained by a breach of such contract, shall be held valid and not a penalty, when such amount does not exceed five percent (5%) of the purchase price.  In the event such amount exceeds five percent (5%) of the purchase price, such provision shall be held invalid and a penalty unless the party seeking to uphold the provision establishes that such amount is reasonable.  If such provision is valid under this subsection, the limitations of Section 28 of Title 23 of the Oklahoma Statutes do not apply.

Amended by Laws 1985, c. 107, § 3, emerg. eff. May 28, 1985.  

§15216.  Resort to courts, provisions restricting  Limiting time therefor.

Every stipulation or condition in a contract, by which any party thereto is restricted from enforcing his rights under the contract by the usual legal proceedings in the ordinary tribunals, or which limits the time within which he may thus enforce his rights, is void.

R.L.1910, § 977.  

§15-217.  Restraint of trade.

Every contract by which any one is restrained from exercising a lawful profession, trade or business of any kind, otherwise than as provided by Sections 218 and 219 of this title, or otherwise than as provided by Section 2 of this act, is to that extent void.

R.L.1910, § 978.  Amended by Laws 1989, c. 359, § 1, emerg. eff. June 3, 1989; Laws 2001, c. 406, § 3, emerg. eff. June 4, 2001.

§15218.  Restraint of trade  Exception as to sale of goodwill.

One who sells the goodwill of a business may agree with the buyer to refrain from carrying on a similar business within a specified county and any county or counties contiguous thereto, or a specified city or town or any part thereof, so long as the buyer, or any person deriving title to the goodwill from him carries on a like business therein.  Provided, that any such agreement which is otherwise lawful but which exceeds the territorial limitations specified by this section may be deemed valid, but only within the county comprising the primary place of the conduct of the subject business and within any counties contiguous thereto.

R.L.1910, § 979.  

§15219.  Restraint of trade  Exception as to partners.

Partners may, upon or in anticipation of a dissolution of the partnership, agree that none of them will carry on a similar business within a specified county and any county or counties contiguous thereto, or a specified city or town or any part thereof. Provided, that any such agreement which is otherwise lawful but which exceeds the territorial limitations specified by this section may be deemed valid, but only within the county comprising the primary place of the conduct of the business of the subject partnership and within any counties contiguous thereto.

R.L.1910, § 980.  

§15-219A.  Noncompetition agreements.

A.  A person who makes an agreement with an employer, whether in writing or verbally, not to compete with the employer after the employment relationship has been terminated, shall be permitted to engage in the same business as that conducted by the former employer or in a similar business as that conducted by the former employer as long as the former employee does not directly solicit the sale of goods, services or a combination of goods and services from the established customers of the former employer.

B.  Any provision in a contract between an employer and an employee in conflict with the provisions of this section shall be void and unenforceable.

Added by Laws 2001, c. 406, § 4, emerg. eff. June 4, 2001.

§15220.  Restraint of marriage.

Every contract in restraint of the marriage of any person, other than a minor, is void.

R.L.1910, § 981.  

§15231.  Contract may be extinguished.

A contract may be extinguished in like manner with any other obligation, and also in the manner prescribed by this article.

R.L.1910, § 982.  

§15232.  Rescission extinguishes.

A contract is extinguished by its rescission.

§15233.  Rescission  Cases when party may rescind.

A party to a contract may rescind the same in the following cases only:

1.  If the consent of the party rescinding, or of any party jointly contracting with him, was given by mistake, or obtained through duress, menace, fraud, or undue influence, exercised by or with the connivance of the party as to whom he rescinds, or of any other party to the contract jointly interested with such party.

2.  If through the fault of the party as to whom he rescinds, the consideration for his obligation fails in whole or in part.

3.  If such consideration becomes entirely void from any cause.

4.  If such consideration, before it is rendered to him,

fails in a material respect, from any cause;

5.  By consent of all of the other parties; or

6.  If the party against whom rescission is sought violates the Oklahoma Consumer Protection Act, Section 751 et seq. of this title.

R.L. 1910, § 984.  Amended by Laws 1999, c. 175, § 1, eff. Nov. 1, 1999.

§15233A.  Procedures in actions for rescission.

Where the action, counter claim, cross claim or plea in intervention is timely brought for relief based on the theory of rescission, whether formerly the action would have been denominated rescission at law or rescission in equity, the service of a pleading on the adverse party shall be deemed sufficient notice of rescission and of an offer to restore the benefits received under the contract. The method of trial to be afforded shall depend on the relief to which the party who brought suit on the theory of rescission is entitled.

Laws 1971, c. 46, § 1, eff. Oct. 1, 1971.  

§15233B.  Form of relief in actions for rescission.

In an action, counter claim, cross claim or plea in intervention based on the theory of rescission of a contract, the court shall adjust the equities between the parties, and although the action is tried to a jury, the court may require the party to whom relief based on rescission is granted to make that compensation to the other party which may be required.  If the court determines that the contract may not be rescinded, it may grant damages or any other relief to which the party may be entitled, whether or not such relief is sought in the pleadings.

Laws 1971, c. 46, § 2, eff. Oct. 1, 1971.  

§15234.  Stipulation as to errors of description as affecting rescission.

A stipulation that errors of description shall not avoid a contract, or shall be the subject of compensation, or both, does not take away the right of rescission for fraud, nor for mistake, where such mistake is in a matter essential to the inducement of the contract, and is not capable of exact and entire compensation.

R.L.1910, § 985.  

§15235.  Duty of party attempting rescission.

Rescission, when not effected by consent, can be accomplished only by the use, on the part of the party rescinding, of reasonable diligence to comply with the following rules:

1.  He must rescind promptly, upon discovering the facts which entitle him to rescind, if he is free from duress, menace, undue influence, or disability, and is aware of his right to rescind; and,  2.  He must restore to the other party everything of value which he has received from him under the contract; or must offer to restore the same, upon condition that such party shall do likewise, unless the latter is unable, or positively refuses to do so.

R.L.1910, § 986.  

§15236.  Oral contract may be altered by writing  Extinguishment in part.

A contract not in writing may be altered in any respect by consent of the parties, in writing, without a new consideration, and is extinguished thereby to the extent of the new alteration.

R.L.1910, § 987.  

§15237.  Written contract altered, how.

A contract in writing may be altered by a contract in writing, or by an executed oral agreement, and not otherwise.

R.L.1910, § 988.  

§15238.  Extinguishment by destruction or cancellation.

The destruction or cancellation of a written contract, or of the signature of the parties liable thereon, with intent to extinguish the obligation thereof, extinguishes it as to all the parties consenting to the act.

R.L.1910, § 989.  

§15239.  Destruction, cancellation or alteration by party entitled to benefit.

The intentional destruction, cancellation, or material alteration of a written contract, by a party entitled to any benefit under it, or with his consent, extinguishes all the executory obligations of the contract in his favor, against parties who do not consent to the act.

R.L.1910, § 990.  

§15240.  Duplicate, effect of altering or destroying.

Where a contract is executed in duplicate, an alteration or destruction of one copy, while the other exists, is not within the provisions of the last section.

R.L.1910, § 991.  

§15241.  Restoration of thing unlawfully taken.

One who obtains a thing without the consent of its owner, or by consent afterwards rescinded, or by an unlawful exaction which the owner could not at the time prudently refuse, must restore it to the person from whom it was thus obtained, unless he has acquired a title thereto superior to that of such other person, or unless the transaction was corrupt and unlawful on both sides.

R.L.1910, § 996.  

§15242.  Demand for thing unlawfully obtained unnecessary  Exceptions.

The restoration required by the last section must be made without demand; except where a thing is obtained by mutual mistake, in which case the party obtaining the thing is not bound to return it until he has notice of the mistake.

R.L.1910, § 997.  

§15-245.  Definitions.

For the purposes of Sections 245 through 251 of this title:

1.  "Actual dealer cost" means the original invoice price the retailer paid for the merchandise to the manufacturer, wholesaler or distributor, less all applicable discounts allowed, plus the freight cost from the location of the manufacturer, wholesaler or distributor to the location of the retailer;

2.  "Dealer agreement" means an oral or written contract or agreement of definite or indefinite duration, between a supplier and an equipment dealer, which provides for the rights and obligations of the parties with respect to purchase or sale of equipment;

3.  "Inventory" means farm tractors, farm implements, utility and industrial tractors, outdoor power and lawn and garden equipment sold by retailers as defined herein, and the attachments and repair parts thereto;

4.  "Current model" means a model listed in the current sales manual of the manufacturer, wholesaler or distributor or any supplements to the current sales manual;

5. "Current net price" means the price listed in the printed price list or catalog of the manufacturer, wholesaler or distributor in effect at the time the dealer agreement is canceled or discontinued, less any applicable trade and cash discounts or, for purposes of Section 3 of this act, at the time a claim for payment is made for services performed for a customer pursuant to a warranty issued by a supplier;

6.  "Retailer" or "equipment dealer" or "equipment dealership" means any person having a dealer agreement for selling and retailing farm tractors, utility and industrial tractors, farm implements, outdoor power and lawn and garden equipment and the attachments or repair parts thereto but does not include retailers whose principal business is the sale of off-road construction equipment; and

7.  "Supplier" means a person, partnership, corporation, association or other business enterprise engaged in the manufacturing, assembly or wholesale distribution of equipment.  The term shall also include any successor in interest, including a purchaser of assets or stock, or a surviving corporation resulting from a merger, liquidation or reorganization of the original supplier.

Added by Laws 1982, c. 274, § 1, operative Oct. 1, 1982.  Amended by Laws 1991, c. 51, § 1, emerg. eff. April 9, 1991; Laws 1998, c. 82, § 1, eff. Nov. 1, 1998.

§15-245A.  Prohibited acts.

A.  It shall be a violation of Section 245 et seq. of this title for a supplier:

1.  Except as required by any applicable law or unless such special features or accessories are safety features or accessories required by a supplier, to coerce or compel any equipment dealer to order or accept delivery of any equipment or parts or any equipment with special features or accessories not included in the base list price of such equipment as publicly advertised by the supplier which the equipment dealer has not voluntarily ordered;

2.  To coerce or compel any equipment dealer to enter into any agreement, warranty agreement or otherwise, whether written or oral, supplementary to an existing dealer agreement with the supplier unless the supplementary or amendatory agreement is imposed on all other similarly situated dealers in this state;

3.  To discriminate in the delivery of any equipment to any dealer in reasonable quantities and within a reasonable time after receipt of the equipment dealer's order, if such equipment covered by such dealer agreement was specifically represented by such supplier to be available for immediate delivery; however, the failure to deliver any such equipment shall not be considered a violation of Section 245 et seq. of this title if such failure is due to restrictions on extension of credit by the supplier to the equipment dealer, any breach of or default under the agreement by the equipment dealer, an act of God, work stoppage or delay due to a strike or labor difficulty, a bona fide shortage of materials, freight embargo, or other cause over which the supplier has no control;

4.  To coerce or compel an equipment dealer to accept late delivery of backordered items of equipment, when said backordered equipment is of special value in a particular time of year because of predictable seasonal demand, and when equipment is substantially less marketable and less valuable after the seasonal demand period has ended; provided, if such backordered equipment is received by the retailer after the seasonal demand period has ended, and if the retailer requests the same in writing within ten (10) days of receipt of such backordered equipment, then the supplier shall take back any unwanted backordered equipment at no cost to the retailer, unless the supplier has given notice to the dealer of the status of the backordered equipment prior to the actual shipment to the dealer;

5.  To terminate, cancel, or fail to renew a dealer agreement or substantially change the competitive circumstances of the dealer agreement without cause;

6.  To require as a condition of renewal or extension of a dealership agreement that the dealer complete substantial renovation of the dealer's place of business, or acquire new or additional space to serve as the dealer's place of business, unless the supplier provides at least one (1) year's written notice of the condition which states all grounds supporting the condition; the supplier, further, must provide a reasonable time for the dealer to complete the renovation or acquisition;

7.  To sell or offer to sell any new equipment to any retail outlet in which the supplier has any ownership interest at a lower actual price therefor than the actual price sold or offered to any other equipment dealer for the same equipment identically equipped or to utilize any device, including but not limited to sale promotion plans or programs, which results in such lesser actual price, or results in a fixed price predetermined solely by the supplier; provided, however, the provisions of this paragraph shall not apply to sales to an equipment dealer for resale to any unit or agency of the United States government, this state, or any of its political subdivisions, or any municipality located within this state or to any major fleet account, or to any organization for testing or demonstration;

8.  To prevent by contract or otherwise, any equipment dealer or any officer, member, partner, or stockholder of any equipment dealer from selling or transferring any part of the interest of any of them to any other party or parties; however, no equipment dealer, officer, partner, member, or stockholder shall have the right to sell, transfer, or assign the equipment dealership or power of management or control thereunder without the written consent of the supplier, except that such consent shall not be unreasonably withheld;

9.  To unreasonably withhold consent, in the event of the death of the equipment dealer or the principal owner of the equipment dealership, to the transfer of the equipment dealer's interest in the equipment dealership to a member or members of the family of the equipment dealer or the principal owner of the equipment dealership if the family member meets the reasonable financial, business experience and character standards of the supplier; provided, if a supplier determines that the designated family member is not acceptable, the supplier shall provide the equipment dealer with written notice of the supplier's objection and specific reasons for withholding its consent; provided, a supplier shall have ninety (90) days to consider an equipment dealer's request to make a transfer to a family member; further provided, as used in this paragraph, "family" means and includes a spouse, parents, siblings, children, stepchildren, sons-in-law, daughters-in-law, and lineal descendants, including those by adoption of the equipment dealer or principal owner of the equipment dealership; and further provided, that notwithstanding the foregoing, in the event that a supplier and equipment dealer have duly executed an agreement concerning succession rights prior to the equipment dealer's death, and if such agreement has not been revoked or otherwise terminated by either party, such agreement shall be observed; or

10.  To require an equipment dealer to assent to a release, assignment, novation, waiver, or estoppel which would relieve any person from liability imposed by Section 245 et seq. of this title.

B.  Notwithstanding the provisions of paragraphs 8 and 9 of subsection A of this section, the supplier may determine that a dealer's area of responsibility or trade area does not afford sufficient sales potential to continue to reasonably support a dealer.

Added by Laws 1991, c. 51, § 2, emerg. eff. April 9, 1991.  Amended by Laws 1998, c. 82, § 2, eff. Nov. 1, 1998.

§15246.  Repurchase of inventory.

A.  If any retailer enters into a dealer agreement with a supplier and subsequently the dealer agreement is terminated, the supplier shall repurchase the inventory as provided in this act.  The retailer may keep the inventory if he desires and has a contractual right to do so.  Upon such termination, the supplier shall accept or reject all warranty claims made by the retailer within fortyfive (45) days after receipt and shall pay accepted claims within sixty (60) days after receipt.  All claims not specifically rejected within fortyfive (45) days after receipt shall be deemed to have been accepted.

B.  The supplier shall repurchase that inventory previously purchased from him and held by the retailer on the date of termination of the dealer agreement.  The supplier shall pay to the retailer one hundred percent (100%) of the actual dealer cost of all new, unsold, undamaged and complete farm tractors, farm implements, utility and industrial tractors, and the attachments thereto or outdoor power equipment, lawn and garden equipment and attachments thereto, and eightyfive percent (85%) of the current net price on new, unused and undamaged repair parts.  The retailer shall, within one hundred twenty (120) days after notice of termination by either party, provide to the supplier a detailed listing, including trade names, descriptions and serial numbers where applicable, of whole goods merchandise furnished by the supplier, and in possession of the retailer, of such merchandise which qualifies under this act for reimbursement or credit memorandum by the supplier.  The supplier shall have sixty (60) days from the date shown on the retailer's listing of merchandise to question any item.  Any item of merchandise not protested in writing and received by the retailer within the sixty-day period shall be deemed to have been accepted by the supplier as part of the inventory in question.  After the expiration of sixty (60) days, the supplier shall have thirty (30) additional days to tender the amount due to the retailer or to the retailer's named financial institution.  If the retailer has any outstanding debts to the supplier, then the repurchase amount may be credited to the account of the retailer.  The supplier shall pay the retailer five percent (5%) of the current net price on all new, unused and undamaged repair parts returned to cover the cost of handling, packing and loading.  The supplier shall have the option of performing the handling, packing and loading in lieu of paying the five percent (5%) for these services.  The retailer and the supplier shall share equally the freight costs for the return of the merchandise to such supplier or to such other retailers to whom the supplier wishes to send merchandise.  The retailer's share of the cost of returning merchandise to other retailers shall be his share of the actual transportation costs, but not to exceed the retailer's share of the cost of returning the merchandise to the principal site of business of the supplier.  Within sixty (60) days of the effective date of termination of a dealer agreement, a supplier shall advise the dealer in writing of the destination or destinations to which inventory items which qualify for reimbursement or credit memoranda are to be sent.

C.  The supplier shall repurchase at its fair market value or assume the lease responsibilities of any specific data processing hardware and software that the supplier required the retailer to purchase or lease, including computers, related software and peripheral equipment required and approved by the supplier to communicate with the supplier, to satisfy the minimum requirements of the dealership, and further that the supplier shall repurchase at seventy-five percent (75%) of the net retailer cost of specialized repair tools previously purchased in the previous three (3) years pursuant to requirements of the supplier and held by the retailer on the date of termination.  Such specialized repair tools must be unique to the supplier product line and must be complete and in salable condition.

D.  Upon payment of the repurchase amount to the retailer, the ownership and right of possession to the repurchased inventory shall transfer to the supplier who repurchases the inventory.

E.  The time periods allowed in this section for action by any parties involved in the termination process of a retailer shall be considered as minimum standards which may be shortened or exceeded in a written agreement signed by both the supplier and the retailer executed after the effective date of the termination agreement.

Added by Laws 1982, c. 274, § 2, operative Oct. 1, 1982.  Amended by Laws 1991, c. 51, § 3, emerg. eff. April 9, 1991; Laws 1995, c. 110, § 1, eff. Nov. 1, 1995.

§15247.  Exemptions.

The provisions of this act shall not require the repurchase from a retailer of:

1.  Any repair part which has a limited storage life or is otherwise subject to deterioration, such as rubber items, gaskets or batteries unless such items were purchased from the supplier within the twenty-four (24) months prior to date of termination;

2.  Any repair part which is in a broken or damaged package;

3.  Any single repair part which is priced as a set of two or more items;

4.  Any repair part which, because of its condition, is not resalable as a new part without repackaging or reconditioning;

5.  Any inventory for which the retailer is unable to furnish evidence, satisfactory to the supplier, of clear title;

6.  Any inventory which the retailer desires to keep, provided the retailer has a contractual right to do so;

7.  Any farm tractors, farm implements, utility and industrial tractors, and the attachments thereto, or outdoor power and lawn and garden equipment and attachments thereto which are not current models or which are not in new, undamaged or complete condition;

8.  Any repair parts which are not in new, unused, undamaged or complete condition;

9.  Any farm tractors, farm implements, utility and industrial tractors, or the attachments thereto, or outdoor power and lawn and garden equipment and attachments thereto which were purchased more than twentyfour (24) months prior to notice of termination of the dealer agreement;

10.  Any inventory which was ordered by the retailer on or after the date of notification of termination of the dealer agreement; and

11.  Any inventory which was acquired by the retailer from any source other than the supplier.

Added by Laws 1982, c. 274, § 3, operative Oct. 1, 1982.  Amended by Laws 1991, c. 51, § 4, emerg. eff. April 9, 1991.

§15248.  Failure or refusal to repurchase inventory.

If any manufacturer, wholesaler or distributor fails or refuses to repurchase any inventory covered under the provisions of this act within sixty (60) days after shipment of such inventory, he shall be liable for one hundred percent (100%) of the current net price of the inventory, plus any freight charges paid by the retailer, attorney's fees of the retailer, court costs and interest on the current net price computed at the legal interest rate from the sixtyfirst day after shipment.

Added by Laws 1982, c. 274, § 4, operative Oct. 1, 1982.  

§15249.  Purchase of inventory of deceased retailer.

In the event of the death of the retailer or the majority stockholder of a corporation or a partner in a partnership operating as a retailer, the manufacturer, wholesaler or distributor shall, at the option of the heirs, repurchase the inventory from the heirs of the retailer or majority stockholder as if the manufacturer, wholesaler or distributor had terminated the franchise.  The heirs shall have two hundred seventy (270) days from the date of the death of the retailer or majority stockholder to exercise their options under this act.  Nothing in this act shall require the repurchase of any inventory if the heirs and the manufacturer, wholesaler or distributor enter into a new franchise to operate the retail dealership.

Added by Laws 1982, c. 274, § 5, operative Oct. 1, 1982.  

§15-250.  Security interests - Inspection and certification of shipments.

The provisions of this act shall not be construed to affect in any way any security interest which the manufacturer, wholesaler or distributor may have in the inventory of the retailer.  The retailer, manufacturer, wholesaler or distributor shall furnish a representative to inspect all parts and certify their acceptability when packed for shipment.

Added by Laws 1982, c. 274, § 6, operative Oct. 1, 1982.  Amended by Laws 1997, c. 112, § 3, eff. Nov. 1, 1997.

§15-250A.  Dealer warranty services - Claims for payment from supplier.

A.  This section shall apply to a claim for payment for services performed for a customer pursuant to a warranty issued by the dealer's supplier:

1.  While a dealer agreement is in effect which authorizes the dealer to perform services pursuant to a warranty; or

2.  After the termination of a dealer agreement, if the claim is for work performed before the effective date of the termination.

B.  Not later than thirty (30) days after the date a supplier receives a warranty claim from a dealer, the supplier shall accept or reject the claim.  A claim rejected after the deadline is deemed accepted.

C.  Not later than thirty (30) days after the date a claim is accepted or rejected, the supplier shall:

1.  Pay an accepted claim; or

2.  Send the dealer written notice of the reason for rejection of the claim.

D.  A supplier who pays a claim may not pay less than the amount the dealer regularly charges for the labor and other expenses involved in performing the same or similar services for a retail customer who does not assert a warranty and the dealer's current net price plus fifteen percent (15%) for parts.  The number of hours of labor claimed may not exceed one and three-tenths (1 3/10) times the supplier's recommended hours for the repair involved.  Other expenses shall not include items that are expressly excluded under the supplier's warranty to the customer.

E.  After payment of a claim, a supplier may not charge back, set off, or otherwise attempt to recover all or part of the amount of the claim unless:

1.  The claim was fraudulent;

2.  The services for which the claim was made were not properly performed or were unnecessary to comply with the warranty; or

3.  The dealer did not substantiate the claim according to the written requirements of the supplier in effect when the claim arose.

Added by Laws 1998, c. 82, § 3, eff. Nov. 1, 1998.

§15251.  Civil actions  Attorney fees.

Any person who is injured in his business or property by a violation of this act or because he refuses to accede to a proposal for an arrangement which, if consummated, would be in violation of this act, may bring a civil action in a court of competent jurisdiction in this state to enjoin further violations and to recover the damages sustained by him together with the costs of the suit, including a reasonable attorney's fee.

Added by Laws 1982, c. 274, § 7, operative Oct. 1, 1982.  

§15-262.  Repayment must be made in current funds.

Except when the parties otherwise expressly agree in writing, a borrower of money must pay the amount due in such money as is current at the time when the loan becomes due, whether such money is worth more or less than the actual money lent.

R.L. 1910, § 1000.  Amended by Laws 1996, c. 56, § 29, emerg. eff. April 8, 1996.

§15263.  Loan presumes interest.

Whenever a loan of money is made, it is presumed to be made upon interest, unless it is otherwise expressly stipulated at the time in writing.

R.L.1910, § 1001.  

§15264A.  Interest defined.

Interest is the compensation allowed for the use or forbearance or detention of money, or its equivalent.

Laws 1970, c. 224, § 1, emerg. eff. April 15, 1970.  

§15265.  Interest prescribed presumed annual.

When a rate of interest is prescribed by a law or contract, without specifying the period of time by which such rate is to be calculated, it is to be deemed an annual rate.

R.L.1910, § 1003.  

§15266.  Legal and contract rates of interest.

The legal rate of interest shall be six percent (6%) in the absence of any contract as to the rate of interest, and by contract parties may agree to any rate as may be authorized by law, now in effect or hereinafter enacted.

R.L.1910, § 1004; Laws 1970, c. 224, § 3, emerg. eff. April 15, 1970.  

§15272.  Banks to report interest rates  Cancellation of charter for violating usury laws  Procedure.

It shall be the duty of the officers of all state banks, organized and doing business under and by virtue of the laws of the state, to make a sworn quarterly report to the Bank Commissioner, setting forth the rate of interest charged, retained, reserved or collected upon the loans made in excess of the legal or contract rate of interest during the quarter for which said report is made, and such other detailed information as the Bank Commissioner may require concerning rates of interest charged, and all such reports as show the rates of interest exceeding ten percent (10%) per annum have been charged, shall be published in the annual report of the Bank Commissioner.  Provided, that when the report of any bank shall disclose that such bank is willfully loaning money in violation of the interest laws of the state, it shall be his duty to immediately report such violation to the Governor, who may direct the Bank Commissioner to bring suit, through the Attorney General, in a court of competent jurisdiction in the county where the bank is located, to cancel the charter of such bank and the judgment of the court on the trial of said issue shall find the defendant bank guilty or not guilty, and if the judgment is guilty it shall further provide for the cancellation of the charter of said bank and the liquidation of the assets of said bank as the law now provides in cases of insolvent banks, from which judgment either party shall have the right of appeal to the Supreme Court, as in civil cases.  Upon such appeal being filed, the Supreme Court shall hear and determine same as an advanced case.

Laws 1916, c. 20, p. 27, § 5.  

§15275.  Interest on contracts after breach.

Any legal rate of interest, stipulated by a contract, remains chargeable after a breach thereof, as before, until the contract is superseded by a verdict or other new obligation.

R.L.1910, § 1009.  

§15-276.  Action to collect upon obligation to repay money after default - Attorney fees.

In any civil action to collect upon an obligation to repay money after default, the party prevailing on such cause of action shall be awarded a reasonable attorney's fee.  This attorney's fee shall be assessed by the court as costs against the losing party.

Added by Laws 1982, c. 256, § 2, operative Oct. 1, 1982.

§15291.  Loan for use defined.

A loan for use is a contract by which one gives to another the temporary possession and use of personal property, and the latter agrees to return the same thing to him at a future time without reward for its use.

R.L.1910, § 1010.  

§15292.  Title and increase belong to lender.

A loan for use does not transfer the title to the thing; and all its increase during the period of the loan belongs to the lender.

R.L.1910, § 1011.  

§15293.  Care by borrower.

A borrower for use must use great care for the preservation in safety in good condition of the thing borrowed.

R.L.1910, § 1012.  

§15294.  Living animals  Care required of borrower.

One who borrows a living animal for use must treat it with great kindness, and provide everything necessary and suitable for it.

R.L. 1910, § 1013.  

§15295.  Degree of skill.

A borrower for use is bound to have and to exercise such skill in the care of the thing borrowed, as he causes the lender to believe him to possess.

R.L.1910, § 1014.  

§15296.  Repair of injuries.

A borrower for use must repair all deteriorations or injuries to the thing lent, which are occasioned by his negligence, however slight.

R.L.1910, § 1015.  

§15297.  Uses limited.

The borrower of a thing for use may use it for such purposes only as the lender might reasonably anticipate at the time of lending.

R.L.1910, § 1016.  

§15298.  Relending by borrower forbidden.

The borrower of a thing for use must not part with it to a third person without the consent of the lender.

R.L.1910, § 1017.  

§15299.  Expenses during loan.

The borrower of a thing for use must bear all its expenses during the loan, except such as are necessarily incurred by him to preserve it from unexpected and unusual injury.  For such expense he is entitled to compensation from the lender, who may, however, exonerate himself by surrendering the thing to the borrower.

R.L.1910, § 1018.  

§15300.  Lender liable for defects.

The lender of a thing for use must indemnify the borrower for damages caused by defects or vices in it, which he knew at the time of lending, and concealed from the borrower.

R.L.1910, § 1019.  

§15301.  Lender may require return, when.

The lender of a thing for use may at any time require its return, even though he lent it for a specified time or purpose.  But if, on the faith of such an agreement, the borrower has made such arrangements that a return of the thing before the period agreed upon would cause him loss, exceeding the benefit derived by him from the loan, the lender must indemnify him for such loss, if he compels such return, the borrower not having in any manner violated his duty.

R.L.1910, § 1020.  

§15302.  Demand for return, necessity of  Place of return.

If a thing is lent for use for a specified time or purpose, it must be returned to the lender without demand, as soon as the time has expired, or the purpose has been accomplished.  In other cases it need not be returned until demanded.  The borrower of a thing for use must return it to the lender, at the place contemplated by the parties at the time of lending; or if no particular place was so contemplated by them, then at the place where it was at that time.

R.L.1910, § 1021.  

§15303.  Loan for exchange.

A loan for exchange is a contract by which one delivers personal property to another, and the latter agrees to return to the lender a similar thing at a future time, without reward for its use.

R.L.1910, § 1022.  

§15304.  Loan for use or exchange.

A loan which the borrower is allowed by the lender to treat as a loan for use, or for exchange, at his option, is subject to all the provisions of this chapter.

R.L.1910, § 1023.  

§15305.  Title in loan for exchange  Expenses  Increase.

By a loan for exchange the title to the thing lent is transferred to the borrower, and he must bear all its expenses, and is entitled to all its increase.

R.L.1910, § 1024.  

§15306.  Lender cannot modify contract.

A lender for exchange cannot require the borrower to fulfill his obligations at a time, or in a manner, different from that which was originally agreed upon.

R.L.1910, § 1025.  

§15321.  Guaranty defined.

A guaranty is a promise to answer for the debt, default or miscarriage of another person.

R.L.1910, § 1026.  

§15322.  Consent of principal unnecessary.

A person may become guarantor even without the knowledge or consent of the principal.

R.L.1910, § 1027.  

§15323.  Consideration.

Where a guaranty is entered into at the same time with the original obligation, or with the acceptance of the latter by the guarantee, and forms, with that obligation, a part of the consideration to him, no other consideration need exist.  In all other cases there must be a consideration distinct from that of the original obligation.

R.L.1910, § 1028.  

§15324.  Guaranty must be in writing  Consideration need not be expressed.

Except as prescribed by the next section, a guaranty must be in writing, and signed by the guarantor; but the writing need not express a consideration.

R.L.1910, § 1029.  

§15325.  When promise deemed original.

A promise to answer for the obligation of another, in any of the following cases, is deemed an original obligation of the promisor, and need not be in writing:

1.  Where the promise is made by one who has received property of another upon an undertaking to apply it pursuant to such promise; or by one who has received a discharge from an obligation in whole or in part, in consideration of such promise.

2.  Where the creditor parts with value, or enters into an obligation, in consideration of the obligation in respect to which the promise is made, in terms or under circumstances such as to render the party making the promise the principal debtor, and the person in whose behalf it is made his surety.

3.  Where the promise, being for an antecedent obligation of another, is made upon the consideration that the party receiving it cancels the antecedent obligation, accepting the new promise as a substitute therefor; or upon the consideration that the party receiving it releases the property of another from a levy or his person from imprisonment under an execution on a judgment obtained upon the antecedent obligation; or upon a consideration beneficial to the promisor, whether moving from either party to the antecedent obligation, or from another person.

4.  Where a factor undertakes, for a commission, to sell merchandise and guaranty the sale.

5.  Where the holder of an instrument for the payment of money, upon which a third person is or may become liable to him, transfers it in payment of a precedent debt of his, or for a new consideration, and in connection with such transfer enters into a promise respecting such instrument.

R.L.1910, § 1030.  

§15326.  Notice of acceptance of guaranty, necessity of.

A mere offer to guaranty is not binding, until notice of its acceptance is communicated by the guarantee to the guarantor; but an absolute guaranty is binding upon the guarantor without notice of acceptance.

R.L.1910, § 1031.  

§15327.  Terms implied where principal contract is not completed.

In a guaranty of a contract, the terms of which are not then settled, it is implied that its terms shall be such as will not expose the guarantor to greater risks than he would incur under those terms which are most common, in similar contracts, at the place where the principal contract is to be performed.

R.L.1910, § 1032.  

§15328.  Guaranty of solvency.

A guaranty to the effect that an obligation is good or collectable imports that the debtor is solvent, and that the demand is collectable by the usual legal proceedings, if taken with reasonable diligence.

R.L.1910, § 1033.  

§15329.  Guaranty of solvency  Failure to take proceedings.

A guaranty, such as is mentioned in the last section, is not discharged by an omission to take proceedings upon the principal debt, or upon any collateral security for its payment, if no part of the debt could have been collected thereby.

R.L.1910, § 1034.  

§15330.  Removal from state deemed equivalent to insolvency.

In the cases mentioned in the second preceding section the removal of the principal from the State leaving no property therein from which the obligation might be satisfied, is equivalent to the insolvency of the principal, in its effect upon the rights and obligations of the guarantor.

R.L.1910, § 1035.  

§15331.  Guaranty deemed unconditional.

A guaranty is to be deemed unconditional unless its terms import some condition precedent to the liability of the guarantor.

R.L.1910, § 1036.  

§15332.  Guarantor liable on default of principal without notice.

A guarantor of payment or performance is liable to the guarantee immediately upon the default of the principal, and without demand or notice.

R.L.1910, § 1037.  

§15333.  Guaranty of conditional obligation.

Where one guarantees a conditional obligation, his liability is commensurate with that of the principal, and he is not entitled to notice of the default of the principal, unless he is unable, by the exercise of reasonable diligence, to acquire information of such default, and the creditor has actual notice thereof.

R.L.1910, § 1038.  

§15334.  Limitation of guarantor's obligation.

The obligation of a guarantor must be neither larger in amount, nor in other respects more burdensome than that of the principal; and if, in its terms, it exceeds it, it is reducible in proportion to the principal obligation.

R.L.1910, § 1039.  

§15335.  Guarantor not liable on unlawful contract  Disability of principal.

A guarantor is not liable if the contract of the principal is unlawful; but he is liable notwithstanding any mere personal disability of the principal, though the disability be such as to make the contract void against the principal.

R.L.1910, § 1040.  

§15336.  Continuing guaranty.

A guaranty relating to a future liability of the principal, under successive transactions, which either continues his liability or from time to time renews it after it has been satisfied, is called a continuing guaranty.

R.L.1910, § 1041.  

§15337.  Revocation of continuing guaranty.

A continuing guaranty may be revoked at any time by the guarantor, in respect to future transactions, unless there is a continuing consideration as to such transaction which he does not renounce.

R.L.1910, § 1042.  

§15338.  Exoneration of guarantor.

A guarantor is exonerated, except so far as he may be indemnified by the principal, if by any act of the creditor, without the consent of the guarantor, the original obligation of the principal is altered in any respect, or the remedies or rights of the creditor against the principal, in respect thereto, in any way impaired or suspended.

R.L.1910, § 1043.  

§15339.  Void promise of creditor as altering obligation, etc.

A promise by a creditor, which for any cause is void, or voidable by him at his option, does not alter the obligation or suspend or impair the remedy, within the meaning of the last section.

R.L.1910, § 1044.  

§15340.  Rescission of new agreement as restoring guarantor's liability.

The rescission of an agreement altering the original obligation of a debtor, or impairing the remedy of a creditor, does not restore the liability of a guarantor who has been exonerated by such agreement.

R.L.1910, § 1045.  

§15341.  Partial satisfaction as reducing guarantor's obligation.

The acceptance, by a creditor, of anything in partial satisfaction of an obligation, reduces the obligation of a guarantor thereof, in the same measure as that of a principal, but does not otherwise affect it.

R.L.1910, § 1046.  

§15342.  Delay of creditor does not exonerate.

Mere delay on the part of a creditor to proceed against the principal, or to enforce any other remedy, does not exonerate a guarantor.

R.L.1910, § 1047.  

§15343.  Liability of indemnified guarantor.

A guarantor, who has been indemnified by the principal, is liable to the creditor to the extent of the indemnity, notwithstanding that the creditor, without the assent of the guarantor, may have modified the contract or released the principal.

R.L.1910, § 1048.  

§15344.  Discharge of principal by operation of law as affecting guarantor.

A guarantor is not exonerated by the discharge of his principal by operation of law, without the intervention or omission of the creditor.

R.L.1910, § 1049.  

§15371.  Surety defined.

A surety is one who, at the request of another, and for the purpose of securing to him a benefit, becomes responsible for the performance by the latter of some act in favor of a third person, or hypothecates property as security therefor.

R.L.1910, § 1050.  

§15372.  Apparent principal may show himself surety.

One who appears to be a principal, whether by the terms of a written instrument, or otherwise, may show that he is in fact a surety, except as against persons who have acted on the faith of his apparent character of principal.

R.L.1910, § 1051.  

§15373.  Liability of surety.

A surety cannot be held beyond the express terms of his contract, and if such contract prescribes a penalty for its breach, he cannot in any case be liable for more than the penalty.

R.L.1910, § 1052.  

§15374.  Rules of interpretation.

In interpreting the terms of a contract of suretyship, the same rules are to be observed as in the case of other contracts.

R.L.1910, § 1053.  

§15375.  Judgment does not change relation.

Notwithstanding the recovery of judgment by a creditor against a surety, the latter still occupies the relation of surety.

R.L.1910, § 1054.  

§15376.  Exoneration of surety by performance or offer thereof.

Performance of the principal obligation, or an offer of such performance duly made as provided in this chapter exonerates a surety.

R.L.1910, § 1055.  

§15377.  Exoneration of surety generally.

A surety is exonerated:

1.  In like manner with a guarantor.

2.  To the extent to which he is prejudiced by any act of the creditor which would naturally prove injurious to the remedies of the surety or inconsistent with his rights, or which lessens his security; or,

3.  To the extent to which he is prejudiced by an omission of the creditor to do anything, when required by the surety, which it is his duty to do.

R.L.1910, § 1056.  

§15378.  Surety has right of guarantor.

A surety has all the rights of a guarantor, whether he becomes personally responsible or not.

R.L.1910, § 1057.  

§15379.  Proceedings against principal, surety may require.

A surety may require his creditor to proceed against the principal, or to pursue any other remedy in his power which the surety cannot himself pursue, and which would lighten his burden; and if in such case the creditor neglects to do so, the surety is exonerated to the extent to which he is thereby prejudiced.

R.L.1910, § 1058.  

§15380.  Compelling principal to perform obligation.

A surety may compel his principal to perform the obligations when due.

R.L.1910, § 1059.  

§15381.  Reimbursement of surety.

If a surety satisfies the principal obligation, or any part thereof, whether with or without legal proceedings, the principal is bound to reimburse what he has disbursed, including necessary costs and expenses; but the surety has no claim for reimbursement against other persons, though they may have been benefited by this act, except as prescribed by the next section.

R.L.1910, § 1060.  

§15382.  Surety's rights against principal and cosureties.

A surety, upon satisfying the obligations of the principal, is entitled to enforce every remedy which the creditor then has against the principal, to the extent of reimbursing what he has expended; and also to require all his cosureties to contribute thereto, without regard to the order of time in which they became such.

R.L. 1910, § 1061.  

§15383.  Security, rights of surety as to.

A surety is entitled to the benefit of every security for the performance of the principal obligation, held by the creditor or by a cosurety, at the time of entering into the contract of suretyship, or acquired by him afterwards, whether the surety was aware of the security or not.

R.L.1910, § 1062.  

§15384.  Application of hypothecated property.

Whenever property of a surety is hypothecated with the property of the principal, the surety is entitled to have the property of the principal first applied to the discharge of the obligation.

R.L.1910, § 1063.  

§15385.  Creditor entitled to all securities.

A creditor is entitled to the benefit of everything which a surety has received from the debtor by way of security for the performance of the obligation, and may, upon the maturity of the obligation, compel the application of such security to its satisfaction.

R.L.1910, § 1064.  

§15421.  Indemnity defined.

Indemnity is a contract by which one engages to save another from a legal consequence of the conduct of one of the parties, or of some other person.

R.L.1910, § 1074.  

§15422.  Indemnity against unlawful act void.

An agreement to indemnify a person against an act thereafter to be done is void if the act be known by such person at the time of doing it to be unlawful.

R.L.1910, § 1075.  

§15423.  Indemnity against unlawful act valid if act already done.

An agreement to indemnify a person against an act already done is valid even though the act was known to be wrongful unless it was a felony.

R.L.1910, § 1076.  

§15424.  Agents' acts covered by indemnity agreements.

An agreement to indemnify against the acts of a certain person, applies not only to his acts and their consequences, but also to those of his agents.

R.L.1910, § 1077.  

§15425.  Several persons means each.

An agreement to indemnify several persons applies to each, unless a contrary intention appears.

R.L.1910, § 1078.  

§15426.  Joint and separate liability.

One who indemnifies another against an act to be done by the latter, is liable jointly with the person indemnified, and separately to every person injured by such act.

R.L.1910, § 1079.  

§15427.  Rules for interpretation.

In the interpretation of a contract of indemnity, the following rules are to be applied, unless a contrary intention appears:

1.  Upon an indemnity against liability, expressly, or in other equivalent terms, the person indemnified is entitled to recover upon becoming liable.

2.  Upon an indemnity against claims or demands, or damages or costs, expressly, or in other equivalent terms, the person indemnified is not entitled to recover without payment thereof.

3.  An indemnity against claims or demands, or liability, expressly or in other equivalent terms, embraces the costs of defense against such claims, demands or liability incurred in good faith, and in the exercise of reasonable discretion.

4.  The person indemnifying is bound, on request of the person indemnified, to defend actions or proceedings brought against the latter in respect to the matters embraced by the indemnity; but the person indemnified has the right to conduct such defense, if he chooses to do so.

5.  If, after request, the person indemnifying neglects to defend the person indemnified, a recovery against the latter, suffered by him in good faith, is conclusive in his favor against the former.

6.  If the person indemnifying, whether he is a principal or a surety in the agreement, has not reasonable notice of the action of proceedings against the person indemnified, or is not allowed to control its defense, judgment against the latter is only presumptive evidence against the former.

7.  A stipulation that a judgment against the person indemnified shall be conclusive upon the person indemnifying, is applicable if he had a good defense upon the merits, which, by want of ordinary care, he failed to establish in the action.

R.L.1910, § 1080.  

§15428.  Reimbursement of indemnitor.

Where one, at the request of another, engages to answer in damages, whether liquidated or unliquidated, for any violation of duty on the part of the latter, he is entitled to be reimbursed in the same manner as a surety for whatever he may pay.

R.L.1910, § 1081.  

§15429.  Bail sureties.

Upon those contracts of indemnity which are taken in legal proceedings, as security for the performance of an obligation imposed or declared by the tribunals, and known as undertakings or recognizances, the sureties are called bail.

R.L.1910, § 1082.  

§15430.  Governed by law of bail.

The obligations of bail are governed by the statutes specially applicable thereto.

R.L.1910, § 1083.  

§15441.  Classes of bailments.

A bailment may be voluntary or involuntary; and for safekeeping or exchange.

R.L.1910, § 1084.  

§15442.  Voluntary bailments.

A voluntary bailment is made by one giving to another, with his consent, the possession of personal property to keep for the benefit of the former, or of a third party; the person giving is called the bailor and the person receiving the bailee.

R.L.1910, § 1085.  

§15443.  Involuntary bailments.

An involuntary bailment is made:

First.  By the accidental leaving or placing of personal property in the possession of any person, without negligence on the part of its owner; or,

Second.  In cases of fire, shipwreck, inundation, insurrection, riot, or like extraordinary emergencies, by the owner of personal property committing it, out of necessity, to the care of any person. R.L.1910, § 1086.  

§15444.  Involuntary bailee must take charge if able.

The person with whom a thing is deposited, in the manner described in the last section, is bound to take charge of it if able to do so.

R.L.1910, § 1087.  

§15445.  Bailment for safekeeping.

A bailment for safekeeping is one in which the bailee is bound to return the identical thing deposited.

R.L.1910, § 1088.  

§15446.  Bailment for exchange.

A bailment for exchange is one in which the bailee is only bound to return a thing corresponding in kind to that which is deposited.

R.L.1910, § 1089.  

§15447.  Redelivery on demand.

A bailee must deliver the thing to the person for whose benefit it was deposited, on demand, whether the bailment was made for a specified time or not, unless he has a lien upon the thing deposited, or has been forbidden or prevented from doing so by the real owner thereof, or by the act of the law, and has given the notice required by Section 1093.

R.L.1910, § 1090.  

§15448.  Demand necessary.

A bailee is not bound to deliver a thing deposited without demand, even where the bailment was made for a specified time.

R.L.1910, § 1091.  

§15449.  Place of delivery.

A bailee must deliver the thing deposited at the residence or place of business of the bailor, as may be most convenient for him.

R.L. 1910, § 1092.  

§15450.  Notice to owner of adverse claim.

A bailee must give prompt notice to the person for whose benefit the bailment was made, of any proceedings taken adversely to his interest in the thing bailed which may tend to excuse the bailee from delivering the thing to him.

R.L.1910, § 1093.  

§15451.  Notice to true owner of wrongful detention.

A bailee who believes that a thing deposited with him is wrongfully detained from its true owner may give him notice of the bailment; and if, within a reasonable time afterwards, he does not claim it, and sufficiently establish his right thereto, and indemnify the bailee against the claim of the bailor, the bailee is exonerated from liability to the person to whom he gave the notice, upon returning the thing to the bailor, or assuming, in good faith, a new obligation changing his position in respect to the thing, to his prejudice.

R.L.1910, § 1094.  

§15452.  Delivery to disagreeing owners.

If a thing bailed is owned jointly or in common by persons who cannot agree upon the manner of its delivery, the balee may deliver to each his proper share thereof, if it can be done without injury to the thing.

R.L.1910, § 1095.  

§15453.  Bailor must be indemnified for damages.

A bailor must indemnify the bailee:

First.  For all damage caused to him by the defects or vices of the thing bailed; and,

Second.  For all expenses necessarily incurred by him about the thing, other than such as are involved in the nature of the undertaking.

R.L.1910, § 1096.  

§15454.  Care of animals.

A bailee of living animals must provide them with suitable food and shelter, and treat them kindly.

R.L.1910, § 1097.  

§15455.  Use of thing bailed.

A bailee may not use the thing bailed, or permit it to be used, for any purpose, without the consent of the bailor.  He may not, if it is purposely fastened by the bailor, open it without the consent of the latter, except in case of necessity.

R.L.1910, § 1098.  

§15456.  Damages for wrongful use.

A bailee is liable for any damage happening to the thing bailed during his wrongful use thereof, unless such damage must inevitably have happened, though the property had not been thus used.

R.L.1910, § 1099.  

§15457.  Sale of perishing thing.

If a thing bailed is in actual danger of perishing before instructions can be obtained from the bailor, the bailee may sell it for the best price obtainable, and retain the proceeds as a bailment, giving immediate notice of his proceedings to the bailor.

R.L.1910, § 1100.  

§15458.  Presumed negligence for injury.

If a thing is lost or injured during its deposit, and the bailee refuse to inform the bailor of the circumstances under which the loss or injury occurred, so far as he has information concerning them, or willfully misrepresents the circumstances to him, the bailee shall be presumed to have willfully, or by gross negligence, permitted the loss or injury to occur.

R.L.1910, § 1101.  

§15459.  Duties and liabilities of bailee rendering services.

The duties and liabilities of a bailee by whom services are rendered or of whom services are required on the thing bailed are subject to the general laws of the state, and may be regulated by contract.

R.L.1910, § 1102.  

§15460.  Measure of damages.

The liabilities of a bailee for negligence shall not exceed the amount which he is informed by the bailor, or has reason to suppose, the thing bailed is worth.

R.L.1910, § 1103.  

§15461.  Gratuitous bailment.

A gratuitous bailment is a bailment for which the bailee receives no consideration beyond the mere possession of the thing bailed.

R.L.1910, § 1104.  

§15462.  Involuntary bailment is gratuitous.

An involuntary bailment is gratuitous, the bailee being entitled to no reward.

R.L.1910, § 1105.  

§15463.  Gratuitous bailee  Slight care.

A gratuitous bailee must use at least slight care for the preservation of the thing bailed.

R.L.1910, § 1106.  

§15464.  Gratuitous bailee  When duties cease.

The duties of a gratuitous bailee cease:

First.  Upon his restoring the thing bailed to its owner; or,

Second.  Upon his giving reasonable notice to the owner to remove it, and the owner failing to do so within a reasonable time. But an involuntary bailee, under the first subdivision of Section 1086,  cannot give such notice until the emergency that gave rise to the bailment is past.

R.L.1910, § 1107.  

§15465.  Bailment for hire.

A bailment not gratuitous is called a bailment for hire.  The bailee in such case is called a bailee for hire.

R.L.1910, § 1108.  

§15466.  Bailee for hire  Ordinary care required.

A bailee for hire must use at least ordinary care for the preservation of the thing bailed.

R.L.1910, § 1109.  

§15467.  Rate of compensation.

In the absence of a different agreement or usage, a bailee for hire is entitled to one (1) week's compensation for the sustenance and shelter of living animals during any fraction of a week, and to half a month's compensation for the storage of any other property during any fraction of a half month.

R.L.1910, § 1110.  

§15468.  Termination of bailment.

In the absence of an agreement as to the length of time during which a bailment is to continue, it may be terminated by the bailor at any