Contracts in California

Civil Code Division 3, Part 2, Title 1 deals with the nature of a contract in California. Chapter 1 concerns definitions.

Section 1549 provides that a contract is an agreement to do or not to do a certain thing.

Section 1550 states that it is essential to the existence of a contract that there should be four specified conditions met.

Section 1550.5 contains four legislative findings and declarations. Commercial activity relating to medicinal cannabis or adult-use cannabis conducted in compliance with California law and any applicable local standards, requirements, and regulations is deemed to be three specified items.

Chapter 2 deals with parties. Section 1556 provides that all persons are capable of contracting, except minors, persons of unsound mind, and persons deprived of civil rights.

Section 1557 states that the capacity of a minor to contract is governed by Division 11 of the Family Code, while the capacity of a person of unsound mind to contract is governed by Part 1 of Division 1.

Section 1558 states that is is essential to the validity of a contract, not only that the parties should exist, but that it should be possible to identify them.

Section 1559 provides that 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.

Chapter 3 deals with consent. Section 1565 provides that the consent of the parties to a contract must be free, mutual, and communicated by each to the other.

Section 1566 states that a consent which is not free is nevertheless not absolutely void, but may be rescinded by the parties, in the manner prescribed by the Chapter on Rescission.

Section 567 says that an apparent consent is not real or free when obtained through duress, menace, fraud, undue influence, or mistake.

Section 1568 provides that 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.

Section 1568.5 states that a representation by a minor that the minor’s parent or legal guardian has consented must not be considered to be consent for purposes of this chapter.

Section 1569 says that duress consists in any of three specified ways.

Section 1570 explains that menace consists in a threat of three specified items.

Section 1571 says that fraud is either actual or constructive.

Section 1572 provides that actual fraud consists in any of the specified 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. There are five specified acts.

Section 1573 explains that constructive fraud consists of two specified circumstances.

Section 1574 says that actual fraud is always a question of fact.

Section 1575 specifies that undue influence consists of three specified acts.

Section 1576 states that mistake may be either of fact or law.

Section 1577 explains that 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 of two specified acts.

Section 1578 states that mistake of law constitutes a mistake, within the meaning of this Article, only when it arises from one of two specified acts.

Section 1579 says that mistake of foreign laws is a mistake of fact.

Section 1580 provides that consent is not mutual, unless the parties all agree upon the same thing in the same sense.

Section 1581 explains that 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.

Section 1582 states that, 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.

Section 1583 says that 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.

Section 1584 states that performance of the conditions of a proposal, or the acceptance of the consideration offered with a proposal, is an acceptance of the proposal.

Section 1584.5 provides that no person, firm, partnership, association, or corporation, or agent or employee thereof, shall, in any manner, or by any means, offer for sale goods, wares, merchandise, or services, where the offer includes the voluntary and unsolicited sending or providing of goods, wares, merchandise, or services not actually ordered or requested by the recipient, either orally or in writing.

The receipt of any goods, wares, merchandise, or services are for all purposes to be deemed an unconditional gift to the recipient who may use or dispose of the goods, wares, merchandise, or services in any manner he or she sees fit without any obligation on his or her part to the sender or provider.

If, after any receipt deemed to be an unconditional gift under this section, the sender or provider continues to send bill statements or requests for payment with respect to the gift, an action may be brought by the recipient to enjoin the conduct, in which action there may also be awarded reasonable attorney’s fees and costs to the prevailing party. The phrase “voluntary and unsolicited sending or providing of goods, wares, merchandise, or services not actually ordered or requested by the recipient, either orally or in writing” is defined.

Section 1584.6 states that, if a person is a member of an organization which makes retail sales of any goods, wares, or merchandise to its members, and the person notifies the organization of his termination of membership by certified mail, return receipt requested, any unordered goods, wares, or merchandise which are sent to the person after 30 days following execution of the return receipt for the certified letter by the organization, are for all purposes be deemed unconditional gifts to the person, who may use or dispose of the goods, wares, or merchandise in any manner he sees fit without any obligation on his part to the organization.

Section 1585 provides that 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 conclude the person accepting. A qualified acceptance is a new proposal.

Section 1586 says that a proposal may be revoked at any time before its acceptance is communicated to the proposer, but not afterwards.

Section 1587 explains that a proposal is revoked by any of four specified items.

Section 1588 says that a contract which is voidable solely for want of due consent, may be ratified by a subsequent consent.

Sectn 1589 states that 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.

Section 1590 provides that, where either party to a contemplated marriage in this State makes a gift of money or property to the other on the basis or assumption that the marriage will take place, in the event that the donee refuses to enter into the marriage as contemplated or that it is given up by mutual consent, the donor may recover such gift or such part of its value as may, under all of the circumstances of the case, be found by a court or jury to be just.

Chapter 4 deals with the object of a contract. Section 1595 provides that 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.

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

Section 1597 says that everything is deemed possible except that which is impossible in the nature of things.

Section 1598 states that, where a contract has but a single object, and the 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.

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

Chapter 5 deals with consideration. Section 1605 provides that 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 that 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.

Section 1606 states that 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.

Section 1607 states that the consideration of a contract must be lawful within the meaning of Section 1667.

Section 1608 says that, 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.

Section 1609 states that a consideration may be executed or executory, in whole or in part.

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

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

Section 1612 says that, 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.

Section 1613 specifies 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, the provision only is void.

Section 1614 provides a written instrument is presumptive evidence of a consideration.

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