2009 California Civil Code - Section 1635-1663 :: Title 3. Interpretation Of Contracts

CIVIL CODE
SECTION 1635-1663

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

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

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

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

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

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

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

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

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

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

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

1646.  A contract is to be interpreted according to the law and
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.

1646.5.  Notwithstanding Section 1646, the parties to any contract,
agreement, or undertaking, contingent or otherwise, relating to a
transaction involving in the aggregate not less than two hundred
fifty thousand dollars ($250,000), including a transaction otherwise
covered by subdivision (a) of Section 1301 of the Commercial Code,
may agree that the law of this state shall govern their rights and
duties in whole or in part, whether or not the contract, agreement,
or undertaking or transaction bears a reasonable relation to this
state. This section does not apply to any contract, agreement, or
undertaking (a) for labor or personal services, (b) relating to any
transaction primarily for personal, family, or household purposes, or
(c) to the extent provided to the contrary in subdivision (c) of
Section 1301 of the Commercial Code.
   This section applies to contracts, agreements, and undertakings
entered into before, on, or after its effective date; it shall be
fully retroactive. Contracts, agreements, and undertakings selecting
California law entered into before the effective date of this section
shall be valid, enforceable, and effective as if this section had
been in effect on the date they were entered into; and actions and
proceedings commencing in a court of this state before the effective
date of this section may be maintained as if this section were in
effect on the date they were commenced.

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

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

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

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

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

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

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

1654.  In cases of uncertainty not removed by the preceding rules,
the language of a contract should be interpreted most strongly
against the party who caused the uncertainty to exist.

1655.  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.

1656.  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.

1656.1.  (a) Whether a retailer may add sales tax reimbursement to
the sales price of the tangible personal property sold at retail to a
purchaser depends solely upon the terms of the agreement of sale. It
shall be presumed that the parties agreed to the addition of sales
tax reimbursement to the sales price of tangible personal property
sold at retail to a purchaser if:
   (1) The agreement of sale expressly provides for such addition of
sales tax reimbursement;
   (2) Sales tax reimbursement is shown on the sales check or other
proof of sale; or
   (3) The retailer posts in his or her premises in a location
visible to purchasers, or includes on a price tag or in an
advertisement or other printed material directed to purchasers, a
notice to the effect that reimbursement for sales tax will be added
to the sales price of all items or certain items, whichever is
applicable.
   (b) It shall be presumed that the property, the gross receipts
from the sale of which is subject to the sales tax, is sold at a
price which includes tax reimbursement if the retailer posts in his
or her premises, or includes on a price tag or in an advertisement
(whichever is applicable) one of the following notices:
   (1) "All prices of taxable items include sales tax reimbursement
computed to the nearest mill."
   (2) "The price of this item includes sales tax reimbursement
computed to the nearest mill."
   (c) (1) The State Board of Equalization shall prepare and make
available for inspection and duplication or reproduction a sales tax
reimbursement schedule which shall be identical with the following
tables up to the amounts specified therein:

                    4 3/4 percent
  Price                                    Tax
  .01- .10      .........................  .00
  .11- .31      .......................... .01
  .32- .52      .......................... .02
  .53- .73      .......................... .03
  .74- .94      .......................... .04
  .95-1.15      .......................... .05
                     5  percent
  Price                                    Tax
  .01- .09      .......................... .00
  .10- .29      .......................... .01
  .30- .49      .......................... .02
  .50- .69      .........................  .03
  .70- .89      .......................... .04
  .90-1.09      .......................... .05
                    5 1/4 percent
  Price                                    Tax
  .01- .09      .......................... .00
  .10- .28      .......................... .01
  .29- .47      .......................... .02
  .48- .66      .......................... .03
  .67- .85      .......................... .04
  .86-1.04      .......................... .05
                    5 1/2 percent
  Price                                    Tax
  .01- .09      .......................... .00
  .10- .27      .......................... .01
  .28- .45      .......................... .02
  .46- .63      .......................... .03
  .64- .81      .......................... .04
  .82- .99      .......................... .05
  1.00-1.18     .......................... .06
                    5 3/4 percent
  Price                                    Tax
  .01- .08      .......................... .00
  .09- .26      .......................... .01
  .27- .43      .......................... .02
  .44- .60      .......................... .03
  .61- .78      .......................... .04
  .79- .95      .......................... .05
  .96-1.13      .......................... .06
                     6  percent
  Price                                    Tax
  .01- .08      .......................... .00
  .09- .24      .......................... .01
  .25- .41      .......................... .02
  .42- .58      .......................... .03
  .59- .74      .......................... .04
  .75- .91      .......................... .05
  .92-1.08      .......................... .06
                    6 1/4 percent
  Price                                    Tax
  .01- .07      .......................... .00
  .08- .23      .......................... .01
  .24- .39      .......................... .02
  .40- .55      .......................... .03
  .56- .71      .......................... .04
  .72- .87      .......................... .05
  .88-1.03      .......................... .06
                    6 1/2 percent
  Price                                    Tax
  .01- .07      .......................... .00
  .08- .23      .......................... .01
  .24- .38      .......................... .02
  .39- .53      .......................... .03
  .54- .69      .......................... .04
  .70- .84      .......................... .05
  .85- .99      .......................... .06
  1.00-1.15     .......................... .07
                    6 3/4 percent
  Price                                    Tax
  .01- .07      .......................... .00
  .08- .22      .......................... .01
  .23- .37      .......................... .02
  .38- .51      .......................... .03
  .52- .66      .......................... .04
  .67- .81      .......................... .05
  .82- .96      .......................... .06
  .97-1.11      .......................... .07
                     7  percent
  Price                                    Tax
  .01- .07      .......................... .00
  .08- .21      .......................... .01
  .22- .35      .......................... .02
  .36- .49      .......................... .03
  .50- .64      .......................... .04
  .65- .78      .......................... .05
  .79- .92      .......................... .06
  .93-1.07      .......................... .07
                    7 1/4 percent
  Price                                    Tax
  .01- .06      .......................... .00
  .07- .20      .......................... .01
  .21- .34      .......................... .02
  .35- .48      .......................... .03
  .49- .62      .......................... .04
  .63- .75      .......................... .05
  .76- .89      .......................... .06
  .90-1.03      .......................... .07
                    7 1/2 percent
  Price                                    Tax
  .01- .06      .......................... .00
  .07- .19      .......................... .01
  .20- .33      .......................... .02
  .34- .46      .......................... .03
  .47- .59      .......................... .04
  .60- .73      .......................... .05
  .74- .86      .......................... .06
  .87- .99      .......................... .07
  1.00-1.13     .......................... .08

   (2) Reimbursement on sales prices in excess of those shown in the
schedules may be computed by applying the applicable tax rate to the
sales price, rounded off to the nearest cent by eliminating any
fraction less than one-half cent and increasing any fraction of
one-half cent or over to the next higher cent.
   (3) If sales tax reimbursement is added to the sales price of
tangible personal property sold at retail, the retailer shall use a
schedule provided by the board, or a schedule approved by the board.
   (d) The presumptions created by this section are rebuttable
presumptions.

1657.  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.

1659.  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.

1660.  A promise, made in the singular number, but executed by
several persons, is presumed to be joint and several.

1661.  An executed contract is one, the object of which is fully
performed. All others are executory.

1662.  Any contract hereafter made in this State for the purchase
and sale of real property shall be interpreted as including an
agreement that the parties shall have the following rights and
duties, unless the contract expressly provides otherwise:
   (a) If, when neither the legal title nor the possession of the
subject matter of the contract has been transferred, all or a
material part thereof is destroyed without fault of the purchaser or
is taken by eminent domain, the vendor cannot enforce the contract,
and the purchaser is entitled to recover any portion of the price
that he has paid;
   (b) If, when either the legal title or the possession of the
subject matter of the contract has been transferred, all or any part
thereof is destroyed without fault of the vendor or is taken by
eminent domain, the purchaser is not thereby relieved from a duty to
pay the price, nor is he entitled to recover any portion thereof that
he has paid.
   This section shall be so interpreted and construed as to
effectuate its general purpose to make uniform the law of those
states which enact it.
   This section may be cited as the Uniform Vendor and Purchaser Risk
Act.

1663.  (a) As used in this section, the following terms shall have
the following meanings:
   (1) "Euro" means the currency of participating member states of
the European Union that adopt a single currency in accordance with
the Treaty on European Union signed February 7, 1992, as amended from
time to time.
   (2) "Introduction of the euro" includes, but is not limited to,
the implementation from time to time of economic and monetary union
in member states of the European Union in accordance with the Treaty
on European Union signed February 7, 1992, as amended from time to
time.
   (3) "ECU" or "European Currency Unit" means the currency basket
that is from time to time used as the unit of account of the European
community, as defined in European Council Regulation No. 3320/94.
   (b) If a subject or medium of payment of a contract, security, or
instrument is the ECU or a currency that has been substituted or
replaced by the euro, the euro shall be a commercially reasonable
substitute and substantial equivalent that may be either tendered or
used in determining the value of the ECU or currency, in each case at
the conversion rate specified in, and otherwise calculated in
accordance with, the regulations adopted by the Council of the
European Union.
   (c) The introduction of the euro, the tendering of euros in
connection with any obligation in compliance with subdivision (b),
the determining of the value of any obligation in compliance with
subdivision (b), or the calculating or determining of the subject or
medium of payment of a contract, security, or instrument with
reference to an interest rate or other basis that has been
substituted or replaced due to the introduction of the euro and that
is a commercially reasonable substitute and substantial equivalent,
shall neither have the effect of discharging or excusing performance
under any contract, security, or instrument, nor give a party the
right unilaterally to alter or terminate any contract, security, or
instrument.
   (d) This section shall be subject to any agreements between
parties with specific reference to, or agreement regarding, the
introduction of the euro.
   (e) Notwithstanding the Commercial Code or any other law of this
state, this section shall apply to all contracts, securities, and
instruments, including contracts with respect to commercial
transactions, and shall not be deemed to be displaced by any other
law of this state.
   (f) In the event of other currency changes, the provisions of this
section with respect to the euro shall not be interpreted as
creating any negative inference or negative presumption regarding the
validity or enforceability of contracts, securities, or instruments
denominated in whole or part in those other currencies.


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