Chapter 82

COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH. 82OBLIGA TIONS EXTINGUISHED 1CHAPTER 82 OBLIGATIONS EXTINGUISHED Article 1. Performance. Article 2. Offer of Performance. Article 3. Prevention of Performance or Offer . Article 4. Accord & Satisfactions. Article 5. Novation. Article 6. Release. ARTICLE 1 PERFORMANCE § 82101. Obligation Extinguished. § 82102. Performance by one of Several Joint Debtors. § 82103. Performance to one of Joint Creditors. § 82104. Effect of Direction by Creditor. § 82105. Partial Performance. § 82106. What is Payment. § 82107. Application of Ge neral Performance. § 82101. Obligation Extinguished. Full perfor mance of an obligation by the party whose duty it is to perform it, or by any other person on his behalf and with his assent, if accepted by the creditor, extinguishes it. SOURCE: CC § 14 73. § 82102. Performance by one of Several Joint Debtors. Performance of an obligation, by one of several persons who are jointly liable under it, extinguishes the liability of all. SOURCE: CC § 1474. § 82103. Performance to one of Joint Creditors. Anobligation in favor of several persons is extinguished by performance rendered to any of them, except in the case of a

ity of all. SOURCE: CC § 1474. § 82103. Performance to one of Joint Creditors. Anobligation in favor of several persons is extinguished by performance rendered to any of them, except in the case of a deposit made byowners in common, or in joint owner ship, which is regulated by Division 2, Part 3, beginning with Chapter 40 of this Ti tle on Deposit. SOURCE: CC § 1475. COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH. 82OBLIGA TIONS EXTINGUISHED 2§ 82104. Effect of Direction by Creditor . If a creditor , or any one of two or more joint credi tors, at any time directs the debtor to perform his obligation in a particular manner, the obliga tion is extinguished by p erformance in that manner , even though the creditor does not receive the benefit of such performance. SOURCE: CC § 1476. § 82105. Partial Performance. Partial perfor mance of an indivisible obligation extinguishes a corresponding propor tion thereof, if the benefit of such performance is voluntari ly retained by the creditor , but not otherwise. If such partial performance is of such a nature that the creditor cannot avoid retaining it without injuring his own property , his retention thereof is not pre sumed to be

ditor , but not otherwise. If such partial performance is of such a nature that the creditor cannot avoid retaining it without injuring his own property , his retention thereof is not pre sumed to be voluntary . SOURCE: CC § 1477. § 82106. What is Payment. Performance of an obliga tion for the delivery of money only is called payment. SOURCE: CC § 1478. § 82107. Application of General Performance. Where a debtor , under several obligation s to another, does an act, by way of performance, in whole or in part, which is equally applicable to two or more of such obligations, such perfor mance must be applied as follows: (1) If, at the time of performance, the intention or desire of the debtor that such performance should be applied to the extinc tion of any particular obliga tion be manifested to the creditor, it must be so applied. (2) If no application be then made, the creditor, within a reasonable time after such performance, may apply it toward the extinc tion of any obligation, perfor mance of which was due to him from the debtor at the time of such performance, except that if similar obliga tions were due to him both individually and as a trustee he must, unless otherwise

perfor mance of which was due to him from the debtor at the time of such performance, except that if similar obliga tions were due to him both individually and as a trustee he must, unless otherwise directed by the debtor, apply the perfor mance to the extinc tion of all such obligations in equal proportion; and an applica -COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH. 82OBLIGA TIONS EXTINGUISHED 3tion once made by the creditor cannot be rescinded without the consent of the debtor . (3) If neither party makes such application within the tim e prescribed herein, the perfor mance must be applied to the extinc tion of obligations in the following order; and if there be more than one obligation of a partic ular class, ratably: 1. Of interest due at the time of the perfor mance. 2. Of principal due at that time. 3. Of the obligation earliest in date of matu rity. 4. Of an obligation not secured by a lien or collat eral undertaking. 5. Of an obligation secured by a lien or collat eral undertaking. SOURCE: CC § 1479. NOTE: No 1970 Civil Code '§ 1480-1484 existed. ---------- ARTICLE 2 OFFER OF PERFORMANCE § 82201. Obligation Extinguished by Offer . § 82202. Offer of Part Performance.

ndertaking. SOURCE: CC § 1479. NOTE: No 1970 Civil Code '§ 1480-1484 existed. ---------- ARTICLE 2 OFFER OF PERFORMANCE § 82201. Obligation Extinguished by Offer . § 82202. Offer of Part Performance. § 82203. By whom to be Made. § 82204. To who m to be Made. § 82205. Where Offer Made. § 82206. When Offer must be Made. § 82207. Same: When no Fixed Time. § 82208. Compensation After Delay . § 82209. Offer in Good Faith. § 82210. Conditional Offer . § 82211. Ability , Willingness Essential. § 82212. Production not Necessary . § 82213. Thing Offered to be Kept Se parate. COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH. 82OBLIGA TIONS EXTINGUISHED 4§ 82214. Performance of Condition Precedent. § 82215. Written Receipts. § 82216. Extinction of Pecuniary Obligation. § 82217. Objection to Mode. § 82218. Title to thing Offered. § 82219. Custody of thing Offered. § 82220. Affect on Offer of Accessories of Obligation. § 82221. Creditor's Retention of thing he Refuses to Ac cept. § 82201. Obligation Extinguished by Offer . An obliga tion is extinguished by an offer of perfor mance, made in conformity to the rules herein prescribed, with the intent to extinguish the obligation. SOURCE: CC § 1485.

Extinguished by Offer . An obliga tion is extinguished by an offer of perfor mance, made in conformity to the rules herein prescribed, with the intent to extinguish the obligation. SOURCE: CC § 1485. § 82202. Offer of Part Performance. An offer of partial performance is of no effect. SOURCE: CC § 1486. § 82203. By whom to be Made. An offer of perfor mance must be made by the debtor, or by so me person on his behalf and with his assent. SOURCE: CC § 1487. § 82204. T o wh om to be Made. An offer of perfor mance must be made to the creditor , or to any one of two or more joint creditors, or to a person authorized by one or more of them to receive or collect what is due under the obliga tion, if such creditor or authorized person is present at the place where the offer may be made, and if not, wherever the creditor may be found. SOURCE: CC § 1488. § 82205. Where Offer Made. In the absence of ex -press provision to the contrary , an offer of perfor - mance may be made, at the option of the debtor: 1. At any place appointed by the creditor; or, COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH. 82OBLIGA TIONS EXTINGUISHED 52.

y , an offer of perfor - mance may be made, at the option of the debtor: 1. At any place appointed by the creditor; or, COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH. 82OBLIGA TIONS EXTINGUISHED 52. Wherever the person to whom the offer ought to be made can be found; or, 3. If such person cannot, with reasonable dili gence, be found within the Territory of Guam, and within a reasonable distance from his residence or place of business, or if he evades the debtor, then at his residence or place of business, if the same can, with reason able diligence, be found within the Territory of Guam; or , 4. If this cannot be done, then at any place within Guam. SOURCE: CC § 1489. § 82206. When Offer must be Made. Where an ob -ligation fixes a time for its performance, an offer of perfor mance must be made at that time, within reason able hours and not before nor afterwards. SOURCE: CC § 1490. § 82207. Same: When no Fixed Time. When an obliga tion does not fix the time for its perfor mance, an offer of perfor mance may be made at any time before the debtor , upon a reasonable demand, has refused to perform. SOURCE: CC § 1491. § 82208. Compensation after Delay.

time for its perfor mance, an offer of perfor mance may be made at any time before the debtor , upon a reasonable demand, has refused to perform. SOURCE: CC § 1491. § 82208. Compensation after Delay. Where delay in performance is capable of exact and entire compensa - tion, and time has not been expressly declared to be of the essence of the obligation, an offer of performance, accom panied with an offer of such compensation, may be made at any time after it is due, but without prejudice to any rights acquired by the creditor , or by any other person, in the meantime. SOURCE: CC § 1492. § 82209. Offer in Good Faith. An offer of perfor mance must be made in good faith, and in such manner as is most likely , under the circum stances, to benefit the creditor . SOURCE: CC § 1493. § 82210. Conditional Offer . COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH. 82OBLIGA TIONS EXTINGUISHED 6An offer of per formance must be free from any con ditions which the creditor is not bound, on his part, to perform. SOURCE: CC § 1494. § 82211. Ability, Willingness Essential. An offer of performance is of no effect if the person making it is not able and willing to perform according to the offer.

art, to perform. SOURCE: CC § 1494. § 82211. Ability, Willingness Essential. An offer of performance is of no effect if the person making it is not able and willing to perform according to the offer. SOUR CE: CC § 1495. § 82212. Production not Necessary. The thing to be delivered, if any , need not in any case be actually pro - duced, upon an offer of performance, unless the offer is accepted. SOURCE: CC § 1496. § 82213. Thing Offered to be Kept Separate. A thing, when offered by way of performance, must not be mixed with other things from which it cannot be separat ed immedi ately and without difficulty . SOURCE: CC § 1497. § 82214. Performance of Condition Precedent. When a debtor is entitled to the pe rformance of a condi tion prece dent to, or concurrent with, performance on his part, he may make his offer to depend upon the due performance of such condition. SOURCE: CC § 1498. § 82215. Written Receipts. A debtor has a right to require from his cred itor a written receipt for any proper tydelivered in perfor mance of his obligation. SOURCE: CC § 1499. § 82216. Extinction of Pecuniary Obligation.

pts. A debtor has a right to require from his cred itor a written receipt for any proper tydelivered in perfor mance of his obligation. SOURCE: CC § 1499. § 82216. Extinction of Pecuniary Obligation. An obliga tion for the payment of money is extin guished by a due offer of payment, if the amount is im mediately deposit ed in the name of the creditor , with any bank licensed to do business in Guam and notice thereof is given to the creditor . SOURCE: CC § 1500. COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH. 82OBLIGA TIONS EXTINGUISHED 7§ 82217. Objection to Mode. All objections to the mode of an offer of performance, which the creditor has an oppor tunity to state at the time to the person making the offer, and which could be then obviated by him are waived by the creditor, if not then stated. SOURCE: CC § 1501. § 82218. Title to thing Offered. The title to a thing duly offere d in performance of an obliga tion passes to the credi tor, if the debtor at the time signifies his intention to that effect. SOURCE: CC § 1502. § 82219. Custody of thing Offered. The person offering a thing other than money , by way of perfor mance, must, if he means to treat it as belonging to the

ntention to that effect. SOURCE: CC § 1502. § 82219. Custody of thing Offered. The person offering a thing other than money , by way of perfor mance, must, if he means to treat it as belonging to the creditor , retain it as a depositary for hire, until the creditor accepts it, or until he has given reasonable notice to the creditor that he will retain it no longer , and, if with reasonable diligence he can f ind a suitable deposi tarytherefor , until he has deposited it with such person. SOURCE: CC § 1503. § 82220. Affect on Offer of Accessories of Obliga tion. An offer of payment or other perfor mance, duly made, though the title to the thing offered be not trans ferred to the creditor , stops the running of interest on the obligation, and has the same effect upon all its incidents as a perfor mance thereof. SOURCE: CC § 1504. § 82221. Creditor's Retention of thing he Refuses to Accept. If anything is give n to a creditor by way of perfor mance, which he refus es to accept as such, he is not bound to return it without demand, but if he retains it, he is a gratuitous depositary thereof. SOURCE: CC § 1505.

to a creditor by way of perfor mance, which he refus es to accept as such, he is not bound to return it without demand, but if he retains it, he is a gratuitous depositary thereof. SOURCE: CC § 1505. CROSS -REFERENCES: Division 2, Part 3, beginning with Chapter 40, governs the rights and duties of deposi taries. NOTE: No 1970 Civil Code '§ 1506-1510 existed. ARTICLE 3COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH. 82OBLIGA TIONS EXTINGUISHED 8PREVENTION OF PERFORMANCE OF OFFER § 82301. What Excuses Performance. § 82302. Effect of Prevention of Performance. § 82303. Preventio n by Other Cause. § 82304. Effect of Refusal to Accept Before Offer. § 82301. What Excuses Performance. The want of performance of an obligation, or an offer of performance, in whole or in part, or any delay therein, is excused by the following cause s, to the extent to which they operate: 1. When such performance or offer is prevented or delayed by the act of the credi tor, or by the opera tion of law , even though there may have been a stipulation that this shall not be an excuse; 2. When it is prevent ed or delayed by an irresist ible, superhuman cause, or by the act of public enemies of the United States,

gh there may have been a stipulation that this shall not be an excuse; 2. When it is prevent ed or delayed by an irresist ible, superhuman cause, or by the act of public enemies of the United States, unless the parties have expressly agreed to the contrary; or 3. When the debtor is induced not to make it, by any act of the creditor intended or na turally tending to have that effect, done at or before the time at which such performance or offer may be made and not rescinded before that time. SOURCE: CC § 1511. § 82302. Effect of Prevention of Performance. If the perfor mance of an obligation be p revented by the creditor , the debtor is entitled to all the benefits which he would have obtained if it had been performed by both parties. SOURCE: CC § 1512. NOTE: No 1970 Civil Code '1513 existed. § 82303. Prevention by other Cause. If per formance of an obligation is prevented by any cause excus ing perfor mance, other than the act of the creditor , the debtor is entitled to a ratable proportion of the consider ation to which he would have been entitled upon full perfor mance, according to the benefi t which the credi tor receives from the actual perfor mance.

ntitled to a ratable proportion of the consider ation to which he would have been entitled upon full perfor mance, according to the benefi t which the credi tor receives from the actual perfor mance. COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH. 82OBLIGA TIONS EXTINGUISHED 9SOURCE: CC § 1514. § 82304. Effect of Refusal to Accept Before Offer . A refusal by a creditor to accept perfor mance, made before an offer thereof, is equiva lent to an offer and refusal, unle ss, before performance is actually due, he gives notice to the debtor of his willingness to accept it. SOURCE: CC § 1515. NOTE: No 1970 Civil Code '§ 1516 -1520 existed. ----------- ARTICLE 4 ACCORD &SATISFACTION § 82401. What are Accords. § 82402. Effect of Accord. § 82403. What is Satisfaction. § 82404. Part Performance. § 82401. What are Accords. Anaccord is an a greement to accept, in extinction of an obliga tion, some thing different from or less than that to which the person agreeing to accept is entitled. SOURCE: CC § 1521. § 82402. Effect of Accord. Though the parties to an accord are bound to execute it, yet it does not extinguish the obligation until it is duly executed. SOURCE: CC § 1522. § 82403.

SOURCE: CC § 1521. § 82402. Effect of Accord. Though the parties to an accord are bound to execute it, yet it does not extinguish the obligation until it is duly executed. SOURCE: CC § 1522. § 82403. What is Satisfaction. Accepta nce, by the creditor, of the consideration of an accord extinguishes the obligation, and is called satisfaction. SOURCE: CC § 1523. § 82404. Part Performance. COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH. 82OBLIGA TIONS EXTINGUISHED 10Part performance of an obligation, either before or after a breach thereof, when expressly acc epted by the creditor in writing, in satisfac tion, or rendered in pur suance of an agreement in writing for that purpose, though without any new consideration, extin guishes the obligation. SOURCE: CC § 1524. NOTE: No 1970 Civil Code '§ 1525 -1529 exis ted. ---------- ARTICLE 5 NOVATION § 82501. What is Novation. § 82502. Modes of Novation. § 82503. Novation is a Contract. § 82504. Rescission of Novation. § 82501. What is Novation. Novation is the substi tution of a new obligation for an existin g one. SOURCE: CC § 1530. § 82502. Modes of Novation. Novation is made: 1.

§ 82504. Rescission of Novation. § 82501. What is Novation. Novation is the substi tution of a new obligation for an existin g one. SOURCE: CC § 1530. § 82502. Modes of Novation. Novation is made: 1. By the substitution of a new obligation be tween the same parties, with intent to extin guish the old obligation; 2. By the substitution of a new debtor in place of the old one, with intent to release the latter; or 3. By the substitution of a new creditor in place of the old one, with intent to transfer the rights of the latter to the former. SOURCE: CC § 1531. § 82503. Novation is Contract. Novation is made by contract, and is subject to all the rules concerning contracts in general. SOURCE: CC § 1532. COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH. 82OBLIGA TIONS EXTINGUISHED 11§ 82504. Rescission of Novation. When the obliga tion of a third person, or an order upon such person, is accepted in satisfaction, the creditor may rescind such acceptance if the debtor prevents such person from complying with the order , or from fulfilling the obligation, or if, at the time the obliga tion or order is re ceived, such person is insolvent, and this fact is unknown to the creditor , or if,

rom complying with the order , or from fulfilling the obligation, or if, at the time the obliga tion or order is re ceived, such person is insolvent, and this fact is unknown to the creditor , or if, before the creditor ca n with reasonable diligence present the order to the person upon whom it is given, he becomes insolvent. SOURCE: CC § 1533. NOTE: No 1970 Civil Code '§ 1534 -1540 existed. ---------- ARTICLE 6 RELEASE § 82601. Obligation Extinguished by Release. § 82602. Certain Claims Unaffected by General Re lease. § 82603. Of one or Several Joint Debtors. § 82604. Release in Personal Injury . § 82601. Obligation Extinguished by Release. An obligation is extinguished by a release there from given to the debtor b y the creditor, upon a new consideration, or in writing, with or without new consideration. SOURCE: CC § 1541. CROSS -REFERENCES: For regulation of release in the case of joint tortfeasors, see 7 GCA '24605. § 82602. Certain Claims Unaffected by General R elease. A general release does not extend to claims which the creditor doe s not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his

eral release does not extend to claims which the creditor doe s not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settle ment with the debtor . SOURCE: CC § 1542. COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH. 82OBLIGA TIONS EXTINGUISHED 12§ 82603. Of one or Several Joint Debtors. A release of one or two or more joint debtors does not extinguish the obliga tions of any of the others, unless they are mere guarantors; nor doe s it affect their right to contribution from him. SOURCE: CC§ 1543. CROSS -REFERENCES: The law respecting Guaran tors is found in Division 2, Part 1 of this Title, commencing with Chapter 30. The law respecting the Joint Contribution among Tortfeasors is found in the Code of Civil Procedure (to be Title 7 of this Code) beginning at '830, enacted by P .L. 19-05:128 (8/21/87). § 82604. Release in Personal Injury. Any agree ment entered into on or after the effective date of this Section by any person within 15 days after he incurs a personal injury , which is related to his right to be compensated for such injury , including but not limited to agreements relating to waivers of

ction by any person within 15 days after he incurs a personal injury , which is related to his right to be compensated for such injury , including but not limited to agreements relating to waivers of procedural or other rights, may be disavowed in writing by such injured person or , in the case of a minor , also by his parent or guardian, withi n one year after the making of the agreement. No agreement disavowed may be introduced as evidence in any judicial or administrative proceeding. In order to be effective, any such disavowal shall be sent by registered mail to the person by whom it was obtained or on whose behalf it was obtained, or to the attorney of the defendant against whom action is brought for such personal injury , at the last known address of such person or attor ney, and no disavowal shall be ineffective be cause unaccompanied by an offer to return any consider ation accepted on account of the agree ment. In lieu of making a disavowal by regis tered mail as provided herein, such disavowal may be made by a pleading in an appropri ate action or proceeding provided that such pleading is filed within one year after the making of the agreement dis avowed.

as provided herein, such disavowal may be made by a pleading in an appropri ate action or proceeding provided that such pleading is filed within one year after the making of the agreement dis avowed. In the event of the death, incompetence or disability of the injured person, his executor , administrator , guardian or other personal repre - sentative may make the disavowal in the manner a nd within the time period provided in this section. SOURCE: CC § 1544 added by P .L. 9 -196 (7/1/68). NOTE: No 1970 Civil Code '§ 1545-1548 existed. ----------COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH. 82OBLIGA TIONS EXTINGUISHED