Civil Code and Law of Obligations: Contracts, Torts, and Sales
This section covers the Civil Code and the law of obligations, including contract formation, performance, breach, remedies, torts, and sales. The exam tests whether you can apply the 2020 Civil Code amendments to a fact pattern and distinguish contractual from tortious claims.
Core rules
- A contract forms by offer and acceptance; defects of consent such as fraud, duress, or mistake can affect validity. Capacity and public-order limits matter.
- Breach gives the creditor cure, damages, price reduction, or rescission where the breach is material and notice is given. Damages cover foreseeable loss and are fault-based.
- Tort under Article 709 requires intent or negligence, infringement of a right or protected interest, loss, and causation. Employer liability under Article 715 is rebuttable by proving reasonable care in selection and supervision.
- In sales, the 2020 conformity regime gives buyer remedies for non-conforming goods: repair, substitute delivery, price reduction, damages, and rescission. Risk transfer follows delivery unless agreed otherwise.
Worked example
A buyer orders a custom machine. The seller delivers a machine that fails a key performance specification. The buyer gives notice and demands repair; the seller delays. The buyer may claim damages for foreseeable lost production and, if the breach is material, rescind after notice. Tort may also lie if defective installation damaged property, but the contract claim is usually simpler.
Traps
Do not treat every defect as automatic rescission; notice and materiality matter. Do not ignore foreseeability limits on damages. Do not confuse employer vicarious liability with direct negligence. Watch limitation periods and special consumer-contract rules.