Article
109-Agreement
Canon 2144
An
Agreement, is any mutual oath, vow, deed, covenant, will or pact between two or
more Persons through valid Document Form to do or refrain from doing certain
Acts or obligations.
Canon
2145
By
definition an Agreement is only valid when it is registered into a Great
Register of a Ucadian Society.
Canon
2146
Agreements
may be defined by two main types as defined by the way the primary relationship
between the parties is formed in agreement: (1) unilateral and (2) bilateral:
(i)
A bilateral agreement , is an agreement in which each of the parties to the
contract makes a promise or promises to the other party; and
(ii)
A unilateral agreement , is where only one party to the contract makes a promise.
Canon
2147
An
Agreement is neither valid nor enforceable unless it complies to the following
nine (9) essential elements:
(i) Conformity
and Accordance in form and content to these canons and the most sacred covenant
Pactum De Singularis Caelum; and
(ii) Independent
Minds being two or more parties with each possessing an independent mind having
the powers of cognition, free will and intention; and
(iii)
Good Faith being the clear intention by all parties to act ethically and fairly
to reach an agreement; and
(iv)
Clean Hands being the clear intention to avoid any unethical behavior or
failure to disclose a pecuniary or conflicting interest, some significant flaw
or unfair advantage; and
(v)
Competency and Authority that both parties are mentally competent to enter into
an agreement and possess the authority to do so; and
(vi) Legitimate
Offer made by one party to the other; and
(vii) Valuable
Consideration made by the receiving party to the legitimate offer; and
(viii) Remedy
and Relief for all parties in the event of some disagreement or breach; and
(viii) Penalties
and Charges proposed by one or the other party in the event of some
disagreement or breach; and
(ix) Mutual
assent, also known as mutual agreement and concurrence of wills (consensus ad
idem) being a meeting of the minds.
Canon
2148
In
the interpretation of an Agreement against the rules of general validity, the
following general guidelines are to be followed:
(i)
The common intention of the parties rather than adherence to the literal
meaning of the words shall be sought in interpreting a contract; and
(ii)
In interpreting a contract, the prime form of the contract and the common
interpretations given to it by statute, previous court decision and use are to
be taken into account; and
(iii)
Each clause of an agreement is interpreted in light of the others so that each
is given the meaning derived from the contract as a whole; and
(iv)
A clause is given a meaning that gives it some effect rather than one that
gives it no effect; and
(v)
Words susceptible of two meanings shall be given the meaning that best conforms
to the subject matter of the agreement; and
(vi)
A clause intended to eliminate doubt as to the application of the contract to a
specific situation does not restrict the scope of a contract otherwise
expressed in general terms; and
(vii)
The clauses of an agreement cover only what it appears that the parties intended
to include, however general the terms used; and
(viii)
In case of doubt, an agreement is interpreted in favour of the person who made
the consideration and accepted the obligation and against the person who
stipulated it. In all cases, it is interpreted in favour of the adhering party
or the consumer.
Canon
2149
While
the rules of general validity must be met for an Agreement to be valid, the
rule of consent is such that it requires further detail. The following elements
if one or more are identified void consent:
(i)
That the person did not not give consent, but the other party commited a fraud
by indicating consent was given through forgery; or
(ii)
That the person making consent was not authorized to make such consent; or
(iii)
That the person making consent was not competent at the time to make such a
consent; or
(iv)
That the person making consent did so under clear pressure and/or duress; or
(v)
That the person making consent did so under threat of harm or injury to other
person or property.
Canon
2150
An
Agreement creates obligations and, in certain cases, modifies or extinguishes
them.
Canon
2151
Valid
Agreements must be kept.
Canon
2152
An
Agreement between inferior persons cannot abrogate, modify, supercede or
replace an Agreement between superior persons. Therefore, no Agreement claimed
by a Roman society or its agents can claim to be superior to an Agreement
issued in accordance with these canons.
Canon
2153
As
any claimed Agreement by a Roman society cannot abrogate, modify, supercede or
replace an Agreement between superior persons, any Agreement entered into
through a Roman society shall have no force of law, binding nor validity when
challenged in accordance with these canons.
Canon
2154
A
Breach of agreement is a legal cause of action in which a binding agreement or
bargained exchange is not honored by one or more of the parties to the contract
by non-performance or interference with the other party’s performance.
Canon
2155
There
are primarily three classes of breaches of agreements: Minor, Material and
Fundamental:
(i)
A minor breach, also known as a partial breach occurs when the non-breaching
party is only entitled to collect the actual amount of damages and not for any
order for performance of obligations; and
(ii)
A material breach is any failure to perform that permits the other party of the
agreement to either compel performance or collect damages because of the
breach; and
(iii)
A fundamental breach is a breach so fundamental that it permits the aggrieved
party to terminate performance of the agreement, in addition to entitling that
party to sue for damages.
Canon
2156
Proof
of fraud in construction, disclosure or performance of an Agreement constitutes
a fundamental breach.
Canon
2157
An
agreement founded on fraud is null and void.
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