(1) A contracting party (promissor) which has assumed the obligation to cause a third party to conclude a juridical act or to ratify it or making another performance must repair the loss caused to the other party if it failed to so cause the third…
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Article 186. Duty to promote the purpose of the legal person
(1) A director must act in the way he considers, in good faith, would be most likely to promote the purpose of the legal person, and in doing so have regard (amongst other matters) to: a) the likely consequences of any decision in the long…
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Article 185. Duty to act within powers
A director must act in accordance with the legal person’s instrument of constitution an of the resolution of its organs to which it is subordinated.
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Article 187. Duty to act with reasonable skill and care
(1) A director must act with the level of skill and care that corresponds to the knowledge, skill and experience that the director has and also to those which may be expected from a good director. (2) A director cannot be held in violation of…
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Article 177. Active capacity of a legal person
(1) A legal persons exercises, as of the date of its constitution, its rights and performs its obligations via its director (administrator). A legal person may have one or several directors. (2) A director is a natural persons or, where the law explicitly so allows,…
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Article 909. Cure by debtor
(1) If performance is not in conformity with the terms regulating the obligation, the debtor may make a new and conforming tender if that can be done within the time allowed for performance. (2) If the debtor cannot make a new and conforming tender within…
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Article 913. Enforcement of non-monetary obligations
(1) The creditor is entitled to enforce specific performance of an obligation other than one to pay money. (2) Specific performance includes the right of the creditor: a) to seek the remedying free of charge of a performance which is not in conformity with the…
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Article 907. Failure to notify non-conformity
(1) If, in the case of an obligation to supply property, execute works or provide services, the debtor supplies property, executes works or provides services which are not in conformity with the terms regulating the obligation, the creditor may not rely on the lack of…
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Article 942. Default interest in the performance of pecuniary obligations
(1) Where moneys are not paid when due, a creditor is entitled to default interest on that amount starting the date immediately following the maturity of the payment and ending on the date when the payment was made, at the rate provided by paragraph (2)…
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Article 1083. Exceptional change of circumstances
(1) An obligation must be performed even if performance has become more onerous, whether because the cost of performance has increased or because the value of what is to be received in return has diminished. (2) If, however, performance of an obligation becomes so onerous…