Explanation of the Civil Transactions Law

Explanation of the Civil Transactions Law

An explanatory guide that clarifies the meanings, purposes, and applications of the articles in the Civil Transactions Law.

العدد

Explanation of Article 1

The first paragraph of the article stipulates that the provisions of the system apply to all matters it addresses, which are originally civil transactions in their narrow sense. However, they generally include, as previously mentioned in the introduction to the explanation, all commercial, personal status, labor issues, evidence matters, and others where there is no specific provision in the special systems, provided that it does not conflict with their nature.

Whether the texts' treatment of the issues is clear from the wording of the article or its context, all are considered in indicating the derived ruling, using the rules of language, logic, principles of jurisprudence, and rules of interpreting system texts.

Based on that, deriving meaning from the texts is done through its wording and expressions, or through indication, or through implication, to reach the legislator's intent. Deriving meaning through wording refers to what is understood from the text's expression, which is immediately understood from its formulation and is intended from its context. It is noted that if some of the text's words have both a linguistic and a technical meaning, the default is to carry it on its technical meaning. Deriving meaning through indication refers to what is understood from the text's indication, which may not be understood from its words but is necessary for a meaning immediately understood from its words. It is noted that if the meaning derived from the indication of one text conflicts with a meaning derived from the wording of another text, the meaning of the wording must be given precedence over the meaning of the indication. Deriving meaning through implication refers to what is understood through the concept of agreement or the concept of disagreement. The first assumes the existence of a text whose expression indicates a ruling in an incident due to a reason that necessitated this ruling, and the existence of another incident equal to this incident in the reason for the ruling or more deserving of it, so the ruling of the text is established for the other incident through the concept of agreement. The second, which is the concept of disagreement, assumes the existence of a text on a ruling restricted by a condition or subject to a condition, so the text's wording and ruling are what the condition or restriction applies to, and the opposite ruling applies to what the condition or restriction does not apply to, which is the concept of disagreement.

It is noted that deriving meaning through wording or indication takes precedence over deriving it through implication, as stated by the general rule in the final provisions of this system, which is: there is no consideration for implication in the face of explicitness.

Among the important issues in the indications of texts on meanings is what relates to the concept of mandatory rules and supplementary rules in system texts, and their connection to the concept of public order. Mandatory rules are those that individuals are not allowed to violate because they are established to preserve public order. In contrast, supplementary or interpretative rules complement and interpret the will of the contracting parties in case of ambiguity. Both types of rules are binding, but they differ in the degree of obligation. Mandatory rules cannot be violated, while supplementary rules can be violated or amended by the parties involved. If they follow them and do not violate them, they are binding on them. What distinguishes between the two types is their connection or lack thereof to public order.

Public order is a concept that has been the subject of extensive research and discussion. One of its definitions is that it is everything related to a public interest that affects the higher order of society, whether this interest is political, social, economic, or moral. It is difficult to enumerate the forms of these elements, including many personal status issues, which are outlined in their system, as well as the rules of the subject in financial transactions in general, the prohibition of agreeing to commit a crime against another person for a sum of money, specific jurisdictions in courts, cases preventing a judge from hearing certain lawsuits, and the idea of public order being relative, varying with different countries and times, which makes leaving its assessment to the judiciary in matters not explicitly stated the most appropriate and closest to achieving individuals' interests.

As for civil financial matters, including the subject of this system, the default in its provisions is that they are supplementary interpretative rules that the parties can agree to violate, as the issuance of the system originally came as an expression of the collective will of the parties involved. When contracting, individuals usually mention the essential issues in their contracts, such as the sale and the price, leaving the details of the contract regarding the place of fulfillment and its execution rules to the system.

Based on that, the articles in this system and the provisions and rules they contain are considered, in principle, supplementary rules that the parties can agree to deviate from, except for two types of rules that are of public order. The first type is those explicitly stated in the system as such, with a declaration that it is not permissible to agree to violate them or that the act, condition, or transaction is void. The second type is when the article's ruling is included in the concept of public order previously mentioned, such as rules related to the subject of obligation, rules on waiving capacity, or issues related to the acts of those lacking capacity, and the like.

It is noteworthy that the legislator did not commit to stating the mandatory or supplementary rules in its texts, but in some places, it explicitly stated that the ruling could be violated, and in others that it could not be violated, in matters it wanted to emphasize either due to their importance or to remove ambiguity. The ruling of this paragraph establishes an important principle, which is that it is not permissible to exercise discretion in the presence of a text; judges, let alone others, are not allowed to violate the text's indication and deviate from it in pursuit of understanding the wisdom and reasons behind the legislation. This has been explicitly stated in the general rule in the final provisions: there is no room for discretion in the presence of a text.

The paragraph stipulates that if there is no text according to the above, the general rules in the final provisions of this system apply, as they are part of the system's texts, but they come after the preceding texts in the system because the latter are specific texts in their chapter, and the general rules take precedence over the overall provisions derived from Islamic Shariah; this is because they are general rules and fundamental principles agreed upon by jurists in general.

The last paragraph states that if there is no system text applicable to the issue, nor a general rule applicable, the provisions derived from Islamic Shariah are applied, with a broad understanding to include its objectives, rules, and principles. The system chose the expression "provisions of Islamic Shariah" instead of "provisions of Islamic jurisprudence" because the first term is broader in indicating the intended meaning, and it is the more common expression in the Kingdom's systems, as in Article 48 of the Basic Law of Governance, Article 1 of the Judiciary Law, and Article 1 of the Law of Shariah Procedures.

It is established that this includes all its provisions from any of the recognized jurisprudential schools, without commitment to a specific school as long as the choice aligns with what the article has established, which is to be the most suitable for this system.

Because one of the system's goals and purposes is to unify judicial discretion and prevent conflict and contradiction in rulings, the paragraph has established a condition when deriving from the provisions of Islamic Shariah in silent matters, which is being the most suitable for this system. It means that the ruling chosen from among the jurisprudential discretion derived from Shariah provisions should be the most suitable with what the legislator has chosen in this system's provisions, as both - the stipulated ruling and the silent ruling - are derived from Shariah; thus, what is chosen from what is silent should be suitable for what is stipulated to avoid conflict in rulings. This suitability is not limited to what the system has chosen in specific matters; it also includes general theories and rules, such as contract descriptions, their pillars, defects of consent, rules of annulment, the pillars of a harmful act, and the like.

It goes without saying that the court's discretion in deriving the Shariah ruling in the issues it considers according to this paragraph is subject to the Supreme Court's oversight, based on its jurisdiction to oversee the proper application of systems by the courts.

The reference to the provisions of Islamic Shariah in this article emphasizes that the system's texts are derived from it, so where there is no text in the system, it refers back to it as it is the source from which the system's provisions are derived.

In summary, according to what the paragraph has established, the order of applying texts to incidents is as follows:

1. The texts of this system with all its provisions, whether these provisions are known from the text's wording or its context.

2. If there is no ruling according to paragraph (First), the general rules in the final provisions of this system apply.

3. If there is no ruling according to paragraphs (First) and (Second), the provisions derived from Islamic Shariah that are most suitable for this system apply, according to what has been previously established in the concept of suitability.

It is important to note that the need to apply paragraphs (Second) and (Third) requires verifying the absence of a text for the issue in this system, whether in the general theory of obligations or in its specific chapter, as well as in other systems.

Regarding the application of the general rules in the final provisions, it is restricted by what Article (720) has established, which is to apply them to the extent that they do not conflict with the system texts, considering their nature and the specific conditions and exceptions for each.

The legislator chose to state these rules because they are general texts that encompass the general principles and basic rules in Islamic Shariah, and on the other hand, their provisions are generally agreed upon by jurists.

Related to the article at hand from those rules is the rule "custom is authoritative," and custom in that rule is the norm. Since it is a rule stated in the system, it is a source of obligations in the absence of a system text on the incident; thus, the legislator did not find the need to state the norm to derive the ruling of the issue in the absence of a system text - as is the case in many similar laws - sufficing with that rule.

Custom and norm are generally synonymous, but the system differentiates between them; it refers to custom when indicating the source, except for what relates to the general rule "custom is authoritative," as it adhered to the more common formulations of the rules, and refers to norm when it means the prevailing practice between the parties involved, also known as "contractual norm," and the system combined these two terms with the concept mentioned in the second paragraph of Article (104), which states: "If there is a place for interpreting the contract, the common will of the contracting parties must be sought without merely relying on the literal meaning of the words, guided by the custom, the circumstances of the contract, the nature of the transaction, the prevailing practice in dealings between the contracting parties, their situation, and what should prevail in terms of honesty and trust between them."

The following results arise from this differentiation between custom and the prevailing practice between two parties:

1. The court can apply custom on its own initiative, even if neither party invokes it, whereas the prevailing practice between two parties is not applied by the court unless one of the parties invokes it.
2. The court must investigate the custom as it investigates the applicable texts, whereas the prevailing practice between two parties places the burden of proof on the claimant.
3. Custom binds both parties even if they are unaware of it, whereas the prevailing practice between two parties does not bind them unless they are aware of it and intend to refer to it.

The second paragraph of the article clarifies that applying the texts of this system does not preclude the application of specific system texts on the issue, as the specific system text takes precedence over the general text, whether it was issued before or after it. For example, if a system text in a specific contract stipulates that it is only valid in a certain form, it is not permissible to argue that this system's provision that contracts are generally consensual validates the contract if that form is not met.

Explanation of Article 2

The article clarifies that the calendar considered when calculating periods or deadlines mentioned in the system is the Hijri calendar, as it is the officially adopted calendar in the Kingdom, as stated in Article Two of the Basic Law of Governance.

The system includes many periods, such as limitation periods and periods for the expiration of rights. As for deadlines, they are issued by the competent authorities when determining a specific procedure, such as court dates and the like.

The ruling of the article does not apply if the parties agree to consider a calendar other than the Hijri, such as the Gregorian calendar, in their dealings concerning their obligations and rights. The ruling of the article also does not apply if there is a custom among the parties to consider a calendar other than the Hijri, in which case that calendar is used. Conversely, if periods or deadlines are mentioned in transactions or contracts and there is no stipulation that they are subject to the Gregorian calendar, nor is there a custom or practice among the parties to that effect, they are subject to the ruling of the article and are calculated according to the Hijri calendar. For example, if the sale price or rent is in installments and there is no agreement or custom to use the Gregorian calendar, it is determined by the Hijri calendar.

The application of the article's ruling on periods or deadlines is not limited to years or months if they are only counted, but also applies if they are described, such as if the parties agree to waive the first year of rent, or that the rent is to be paid at the end of the sixth month, or that the rent is semi-annual, and so on.

It is necessary to emphasize what is established in the general rules regarding the method of calculating periods and deadlines; the day on which the notification or the order considered by the system as initiating the period or deadline is not counted. The deadline or period expires at the end of the last day if the action must occur on that day. However, if the deadline must expire before the action, the action cannot occur until after the last day of the deadline. If the last day of the deadline coincides with an official holiday, it extends to the first working day thereafter. If the holiday is at the beginning or in the middle, it is counted within the period or deadline.

Explanation of Article 3

The article addresses one of the provisions concerning natural persons, specifically its beginning and end. The first paragraph clarifies that for a human's personality to be realized, two conditions must be met:

• The first condition: The birth must be completed, which is achieved by the complete separation from the mother.
• The second condition: Life must be realized at the time of birth, even if the person dies shortly thereafter. However, if the birth is completed but the fetus is stillborn, the personality does not begin.

Personality is established for a human regardless of the rights acquired or obligations undertaken, as it is established for the insane and the minor who lacks discernment despite their lack of will. The paragraph also states that a person's personality ends with death, which can be either actual or presumed if a judicial ruling is issued.

The default for proving birth and death is through what is recorded in the official registers prepared for that purpose. If this evidence is absent or the recorded information is found to be incorrect, proof may be established by any of the legally prescribed methods.

The second paragraph clarifies that the rights of the fetus—those existing before birth—are determined by the specific regulations, particularly the Personal Status Law. The article refers to rights because the capacity for obligation exists before birth, such as a bequest to the fetus, inheritance from a deceased relative, and entitlement to a share of the endowment's yield. The acquisition of rights is limited to those that can be established without the need for acceptance, such as a gift, which is not valid for the fetus.

Restricting the fetus to being in utero excludes cases where the fetus dies in the womb, is stillborn, or is born alive but with an unstable life; in such cases, no rights are established according to the Personal Status Law.

Proving that the newborn was alive is a material fact that can be proven by all legally prescribed methods, including medical decisions, and it is not required for the newborn to be registered in the birth records.

Explanation of Article 4

After Article Three determined the rule regarding the beginning and end of a person, this article comes to clarify the rule concerning the missing, the absent, and the unknown parentage; because these descriptions may affect their rulings in terms of the beginning of their personality, as in the case of the unknown parentage, or in terms of the end of their personality, as in the case of the missing and absent.

The absent is the person whose domicile and place of residence are unknown, and who is unable to manage his financial affairs himself or through an agent for a period determined by the court, resulting in the disruption of his interests or the interests of others. The missing is the absent person whose life or death is unknown.

The article decided that the rulings related to them are organized by their specific systems, particularly: the Personal Status System, which includes clarifying their intended meaning, appointing a guardian for the missing and absent, and how to preserve and manage their funds, subject to the supervision of the competent authorities, and when the missing is considered dead, among other rulings.

As for the actions of their representatives, whether a guardian, trustee, or agent, they are subject to the provisions of this system unless there is a specific provision in those systems.

The unknown parentage - who is the foundling in his rulings - is subject to his specific systems, whether in his naming, custody, or management of his funds and everything related to him. As for his actions, they are subject to the provisions of this system according to his capacity, whether complete, partial, or lacking.

Explanation of Article 5

The article refers to certain characteristics of a natural person, such as name, surname, family, kinship, and nationality, completing the provisions of the section. It clarifies that the rules related to people's names, such as those allowed and prohibited and how they are registered, as well as their surnames, such as family and tribal names, family rules, and nationality rules, including the conditions for acquiring and losing it, are subject to their specific regulations.

As for the rules of kinship, some of its provisions have been organized in Articles (6) and (7) of this system, while its other provisions are subject to their specific regulations, such as the Personal Status Law concerning inheritance, custody, alimony, and other personal status matters. It is worth noting that the rules related to civil transactions for these matters are subject to this system, such as the infringement or exploitation of names.

Explanation of Article 6

This article addresses the provisions related to personality in terms of determining a person's direct and indirect kinships and clarifying their proximity and distance from him. Before discussing kinship, it must be said: A person's family consists of his relatives, who are a group of individuals connected by the bond of kinship. The article, in its two paragraphs, explained the types of direct and indirect kinships. The first paragraph explained the first type, which is direct kinship, also known as kinship by birth. It refers to every relationship between an ancestor and his descendant, including children, whether sons or daughters, with their ancestors, whether fathers or mothers. Thus, the son and the grandson, regardless of how many generations down, and the father and the grandfather, regardless of how many generations up, all fall under direct kinship.

The second paragraph explained the second type, which is indirect kinship, also known as collateral kinship. It refers to every relationship between relatives outside the direct line of descent, with the criterion being a common ancestor. For example, a brother is considered collateral kinship with the common ancestor being the father, a cousin is collateral kinship with the common ancestor being the grandfather on the father's side, and a maternal cousin is collateral kinship with the common ancestor being the grandfather on the mother's side.

Explanation of Article 7

After Article (6) clarified the types of kinship and their meanings, this article explains how to calculate the degrees of kinship in its two types, and the kinship by marriage.

The first paragraph explains how to calculate the degree of direct kinship, by counting the branches only ascending to the origin without counting the origin. For example: the grandson is a second-degree relative to his grandfather, as the grandson is one degree and the son is another degree, and the grandfather is not counted because he is the origin. As for the degree of indirect kinship, it is determined by the number of branches ascending from the branch to the common origin and then descending to the other branch, and each branch except the common origin is considered a degree, as stated in the paragraph. For example: a cousin is a fourth-degree relative to his cousin, as he is one degree, then we ascend to the father, which is another degree, and the grandfather is not counted because he is the common origin, then we descend to the uncle, which is another degree, then his son is another degree, making a total of four degrees.

The second paragraph explained another type of kinship, which is kinship by marriage, referring to the relatives of each spouse concerning the other. It is noted that the relatives of the husband do not enter into the family of the wife's relatives but only into the family of the marriage, and vice versa. Kinship by marriage does not connect the relatives of the spouses but connects the relatives of one spouse with the other spouse. It is also noted that the connection of the husband to his wife is not a kinship by marriage but a marital connection.

The degree of kinship of one spouse to a relative of the other spouse is calculated in the manner previously explained, as if the husband is in the place of the wife and vice versa. For example: the husband's grandfather is a second-degree relative to the wife of his grandson, and the wife's cousin is a fourth-degree relative to the husband, and so on.

This article is one of the provisions of the system that extends its rule to include other systems besides this one because it is one of the general rules in civil laws and others. The applications of the article's rule are numerous in judicial and administrative procedures, as several systems have prohibited specific procedures and actions based on the degree of kinship of one party to the transaction or lawsuit with the other. An example of this is the prohibition or disqualification of a judge from hearing a case if one of the parties is a relative or in-law up to the fourth degree, as stated in Articles (94) and (96) of the Law of Sharia Pleadings, and the prohibition of court assistants, such as bailiffs and clerks, from undertaking any work within the scope of their functions in cases involving their relatives or in-laws up to the fourth degree.

It is needless to say that the description of kinship in its direct, indirect, and marital types and its determination as previously mentioned does not apply to the provisions of inheritance, alimony, guardianship, custody, or any personal status matters; as there are specific provisions and descriptions for them in their systems. A person and their kinship family only include those proven to be among them according to the provisions of Islamic Sharia as outlined in the specific systems. A person cannot, by their will, include whoever they wish among the members of their family; as family rights are not subject to the authority of will but are part of the provisions of public order.

Explanation of Article 8

Articles (8-11) address one of the characteristics of a natural person's personality, which is: "domicile." The system has determined in these articles several types of domicile for a natural person, which are the habitual domicile, business domicile, domicile of the incapacitated, the missing, and the absentee, the legal domicile, and the chosen domicile.

It is noted that in some systems, the term domicile may be used to mean homeland, which is outside the provisions of this system and is subject to its own regulations.

This article addresses the first type of domicile, which is the habitual domicile, considered the default for a natural person's domicile; hence, this domicile is called the "general domicile." The article stipulates two conditions for a place to be considered a habitual (general) domicile, which are:

• The first condition: residing in it; mere presence and habitation are not sufficient unless the residence is stable. It is not necessary for this residence to be uninterrupted, but it should continue in a manner that fulfills the condition of habit, even if interspersed with periods of absence, whether close or distant. For example, if a person habitually spends the summer in a specific place, it is considered a domicile for them. However, if they habitually spend the summer in a different place each year, their residence in these places is not considered stable and does not make them a domicile.

  The location of a person's job does not affect the determination of their domicile except to the extent that it fulfills the description of residence. For example, if a person resides in Riyadh and works in Al-Kharj and commutes there, Al-Kharj is not considered a domicile for them under the application of this system.

• The second condition is the intention to settle in the place, and this intention can be inferred from the person's circumstances.

Based on this, a person may have more than one domicile if the previous two conditions are met, such as someone who has domiciles in two cities and resides in both habitually; each city would be considered a domicile for them, and the provisions of domicile apply to either.

If a person does not have a habitual residence, like nomadic Bedouins, the end of the article states that their place of presence is considered their domicile. If their place of presence is unknown, their domicile is the last known place they were found. This does not apply to someone who travels frequently, as they have a domicile as long as they have a place to return to and usually reside in.

Thus, it is clear that the system adopts the theory of actual domicile, which allows a person to have more than one domicile, contrary to the theory of legal domicile, which only allows for one domicile.

Explanation of Article 9

This article addresses the second type of domicile for a natural person, which is the place of business; it clarifies that a person's domicile, in relation to the management of their trade or profession, is the place where they conduct this trade or profession. In this case, their usual domicile is not considered. For example, if a person resides in Riyadh and has a commercial office or law office in Jeddah, the domicile for these activities is Jeddah, while their other obligations and activities are considered based on the general domicile.

It is established that this article refers to a natural person when engaged in trade, including activities related to companies as stipulated in this system, because the system does not grant them an independent legal personality. However, if the natural person represents a legal entity, the domicile of the legal entity is considered according to what will be stated in Article (18).

Explanation of Article 10

This article addresses the determination of the domicile of those who are legally incompetent, partially incompetent, missing, and absent, which is the third type of domicile for a natural person. It is considered an exception to the general rule regarding domicile; the place of residence of the aforementioned individuals is not taken into account in determining the domicile considered under the provisions of this system. The justification for this is clear; the whereabouts of the missing and absent are unknown, and as for those who are legally incompetent or partially incompetent, their place of residence has no impact on their actions and obligations. Considering the domicile of their representative serves their interest, the interest of their representative, and those dealing with them.

The article then establishes a special rule regarding domicile for a "partially competent person who is authorized," which refers to someone who has reached the age of fifteen and whose guardian, trustee, or the court has entrusted them with a portion of their assets and authorized them to engage in financial transactions. Such a person may have a special domicile for these transactions; the rationale is that they are akin to someone who has reached the age of majority in the transactions they are authorized to conduct.

It is worth noting that if a person of unknown parentage is not described by any of the characteristics mentioned in the article, their legal status does not differ from that of a natural person concerning domicile.

Explanation of Article 11

This article clarifies the fourth type of domicile, which is the "chosen domicile," and the ruling of the article is also an exception to the general rule regarding domicile. To explain the concept of the article, it is necessary to distinguish between two types of activities in this context:

• The first type: Commercial or professional activities that a person practices on a regular basis; the domicile is the place of commerce or profession according to what is stipulated in Article (9).

• The second type: Activities that are not described as commerce or profession. The default is that the person's domicile in such cases is the general domicile. However, the first paragraph of the article states that a person may choose another domicile for these activities, such as choosing a lawyer's office in a city other than the person's city to be a domicile for receiving documents regarding a specific task, or a debtor choosing a city other than the one they reside in to be a domicile for fulfilling a specific task, or a buyer choosing a city other than their own to be a domicile for executing a sales contract, for example, to settle remaining installments or to apply the rules of compulsory execution. It is also permissible for the domicile to be limited to some of these activities.

The chosen domicile ends with the conclusion of the task for which it was chosen. Based on the ruling of this article, the chosen domicile is for a specific task; therefore, a person cannot choose a general domicile that contradicts the general domicile established according to the provisions of Article Eight. The second paragraph states that for the chosen domicile to be proven in case of dispute, it must be in writing, and nothing else is considered, and the value of the task is not taken into account in this case.

Explanation of Article 12

Articles (12) to (16) address the types of capacity, and capacity is the qualification of a person to acquire rights, bear obligations, and perform legal acts and transactions. There are two types:

• The first type: Capacity of obligation, which is the qualification of a person to acquire rights. The default is that every person enjoys full capacity of obligation, which is established for a human being in all stages of life, even when they are a fetus in their mother's womb. However, their capacity is incomplete, as previously mentioned in the explanation of Article (3).

• The second type: Capacity of performance, which is the qualification of a person to perform acts with legal effect. It is presumed in a person, but it is generally affected by their age and degree of discernment. The default is that every person is competent to act unless they are completely or partially incapacitated by a legal provision according to what is stipulated in Article (47).

It is established that acts performed by a person that have a legal effect are either material acts or legal acts.

• Material acts are those that appear in the tangible world in a certain form. They can be either voluntary or involuntary, and these acts do not have an effect unless the law has determined this effect. The act may be beneficial, such as when a person performs an act that enriches another at their expense, which is enrichment without cause, or it may be harmful, such as when a person damages property owned by another, which is a harmful act.

• Legal acts are voluntary acts intended to produce a legal effect. Here, the person intends to produce the effect, and capacity is a characteristic that attaches to the person, making their acts produce their legal effects.

• The criterion for this capacity is discernment. If a person loses discernment, they are completely incapacitated, and if they have partial discernment, they are partially incapacitated.

From the above, we conclude that people are not equal in terms of performing acts that produce a legal effect. According to what will be stated in the following articles, they are of four types:

• The first type: Fully capacitated, as explained in this article.
• The second type: Completely incapacitated, as explained in Article (13).
• The third type: Partially incapacitated, as explained in Article (14).
• The fourth type: Partially incapacitated but authorized, as explained in Article (51).

It should be noted that the articles in this section related to capacity organize the classification of people in terms of capacity, including the conditions and restrictions for each type. As for their legal transactions or the effects of their material acts, they will be discussed in detail in the articles related to the capacity of contractors, harmful acts, and enrichment without cause. The explanation of those articles will include what is required for full capacity or its basic form without its completeness, and when those transactions are valid, void, or voidable, as well as the ruling on their transactions before and after interdiction.

This article, in its two paragraphs, began to explain the first type of people in terms of capacity, which is "fully capacitated," which is the default as previously indicated. Since the criterion for capacity is discernment, a person who is fully discerning is necessarily fully capacitated unless there is an impediment to capacity, as will be explained.

A person is fully capacitated if they have reached the age of majority, are of sound mind, and have not been interdicted. Interdiction, as will be explained in Article (14), is either for prodigality or for being heedless. With this definition, the following are excluded:

1. Those who have not reached the age of majority, who may be completely incapacitated if they are below the age of discernment, or partially incapacitated if they are discerning but below the age of majority.

2. The insane and the feeble-minded, as they do not possess full mental faculties. The former is completely incapacitated, and the latter is partially incapacitated.

Those interdicted for prodigality or heedlessness are partially incapacitated.

Maturity is the ability to manage wealth by preserving it from waste and knowing the legitimate ways to earn and spend it. The law has set a clear marker for it, which is the completion of eighteen lunar years. The default is that whoever completes it is mature unless proven otherwise.

The completion of a person's capacity according to the provisions of the article results in the termination of the guardianship or custodianship that was upon them, and the validity of their transactions regardless of the benefit or harm resulting from this transaction.

Explanation of Article 13

The article, in its two paragraphs, clarifies the second type of persons concerning their legal capacity, which is the person lacking capacity, who is devoid of discernment. The lack of discernment may be due to young age or insanity.

• A person lacking discernment due to young age is a minor who has not reached the age of seven, as explained in the second paragraph; thus, they are considered devoid of capacity before reaching this age.

• A person lacking discernment due to insanity is someone whose mind is completely lost and recovery is not expected, regardless of whether the insanity has been present since birth or occurred later.

The system chooses to consider insanity as a factor affecting capacity without distinguishing between whether the insanity is absolute or not. If a judgment is issued for the interdiction of the insane person, their actions are deemed void, as will be explained, even if they occasionally recover; this is the most appropriate approach to regulate the rights of the insane and those dealing with them. The same ruling applies to anyone suffering from senility, as determined by a court ruling.

The provisions of interdiction, its causes, and its removal are established in the Personal Status Law.

Explanation of Article 14

The article explains the third type of persons in terms of their capacity, which is the person with diminished capacity, and includes:

• First: A minor who has reached the age of discernment but has not reached the age of majority. It was previously stated that the age of discernment is the completion of seven years, and the age of majority is the completion of eighteen years. Whoever is between them is discerning, but his discernment is not complete, thus he is of diminished capacity.

  It must be noted that diminished capacity affects transactions, but his material acts, specifically unjust enrichment and harmful acts, he is responsible for them, as explained by the provisions of the articles related to harmful acts and unjust enrichment in articles (122, 144).

• Second: The imbecile, defined by the article as: a person of diminished intellect who has not reached the level of insanity.

  Imbecility is a disorder in the mind due to an inherent defect or an incidental illness that makes the person have little understanding, confused speech, and poor judgment. Whoever is characterized by this is of diminished capacity, and if the imbecility becomes severe, he becomes like an insane person with no capacity.

  Since both insanity and imbecility require proof through an expert report, the distinction between insanity and imbecility is a medical matter that refers to the expert's opinion. The system chose to consider the imbecile as having diminished capacity, contrary to some legal trends, because he differs from the insane in reality, and considering him as having diminished capacity is more suitable for preserving the rights of those described by this characteristic and the rights of those dealing with him, and is more conducive to the stability of transactions.

• Third: The person interdicted for prodigality or being gullible. Prodigality and gullibility are conditions affecting capacity, but they do not affect the mind unlike insanity and imbecility; rather, they are related to the inability to manage; this type includes:

  • A- The person interdicted for prodigality, and prodigality is the waste and squandering of money, and the prodigal is one who spends his money on what is of no benefit to him.

  • B- The person interdicted for being gullible, and the gullible person is one who is easily deceived and tricked in transactions either due to lack of experience or naivety.

  It is needless to say that for the aforementioned to be considered of diminished capacity, a judgment of interdiction must be issued against them.

Explanation of Article 15

After the system decided to classify individuals with respect to their legal capacity, this article determined that the provisions of guardianship and custody related to those who lack or have diminished capacity are subject to specific statutory texts, specifically the Personal Status Law.

The guardian may either be the father, who is the compulsory guardian, or someone appointed by the court as a guardian, whether it is a general or special guardianship. The custodian is someone appointed by the father as a custodian for his children during his lifetime in case of his incapacity, or after his death.

Guardianship may be over the person, which is the general supervision of the ward without conflicting with the authority of the custodian in managing the affairs of the ward, or over the property, which involves taking care of everything related to the ward's property.

As previously mentioned, the provisions of legal transactions by individuals or the effects of their material actions, whether they lack capacity or have diminished capacity, as well as the actions of their representatives, whether a guardian or custodian, are subject to the provisions of this system.

Explanation of Article 16

After the previous articles determined a number of provisions related to the natural person, including those related to their capacity—its completeness, deficiency, and loss—this article stipulates that these provisions are part of the public order that cannot be agreed upon to be violated.

Thus, relinquishing capacity or modifying its provisions is not within the person's rights; this is to protect them from themselves and others. This prohibition includes both the capacity to have rights and the capacity to act. It goes without saying that the ruling of this article does not include preventing a person from acting or restricting them according to the provisions of the system based on a contract, system, or other sources of obligation, as this is not considered a relinquishment of capacity or a modification of its provisions.

Similarly, with capacity, freedom cannot be relinquished or its provisions modified except to the extent that does not conflict with public order. Freedom cannot be a subject of transaction, such as a person committing to work for a specific person indefinitely or committing not to practice a certain profession throughout their life.

In extension of the previous provisions related to the personality of a natural person, anyone who has been unlawfully assaulted on a right inherent to their personality has the right to demand the cessation of this assault along with compensation for any damage incurred.

Explanation of Article 17

The article addresses the enumeration of individuals with legal personality, and since the system does not aim to limit them in consideration of developments in the formations of administrative, commercial, and economic establishments, the article states in its final paragraph that everything the system grants this personality is among the individuals with legal personality; to indicate that there is nothing preventing the legislator from later recognizing other forms of legal persons if the interest requires it.

The types of legal personality can be divided into two types, and under each type, there are several individuals with this personality, which are:

• The first type: persons with a public legal personality, which are entities - including the state - that undertake to achieve interests concerning the entire society or part of it. The criterion for this is the performance of the legal person of all or some of the functions of public authority, and that the state is the one that established it, and it includes the following:

• First: the state, which refers to the known entity and its branches, such as: regional emirates, governorates, and centers.

• Second: public bodies, institutions, and interests that are granted legal personality by statutory texts, including ministries, state bodies, public institutions, and interests. It is required that this personality be granted by a statutory text, which means any regulatory tool issued by a competent authority with the power to grant this, and this includes - in addition to the "system" as stated in the Basic Law of Governance - regulations, royal orders, supreme orders, and decisions of the Council of Ministers.

• The second type: persons with a private legal personality, which includes everything not mentioned in the first section, and includes the following:

• First: endowments, and jurisprudence and judiciary in the Kingdom have settled on considering the endowment as a person with a legal personality. The system limited itself to referring to two issues in the endowment, the first: the text that it is one of the original real rights in Article 27\50, and the second: that the obligation does not expire except after ten years if it is a revenue that the endowment's supervisor is obliged to pay to the beneficiary according to the text of Article (296), and otherwise, the system referred in Article (698) to the statutory texts related to the endowment, which are concerned with organizing everything related to the endowment of provisions, and in the absence of a text in them; they are subject to the provisions of this system.

• Second: companies that the system grants legal personality, including commercial companies, and regarding them: "The Companies Law by Royal Decree No. M/132 dated 1/12/1443, and professional companies, regarding them: "The Professional Companies Law by Royal Decree No. M/17 dated 1441/1/26 AH.

• The article does not include civil companies mentioned in this system, called: jurisprudential companies, and civil companies; the legislator chose not to grant them legal personality, as will be detailed in the explanation of the fourth section of the second part (partnership contracts).

• Third: charitable and cooperative associations and charitable institutions that the system grants legal personality.

• Regarding their organization, "The Associations and Charitable Institutions Law" issued by Royal Decree No. 8/M dated 1437/2/19 AH, and "The Cooperative Associations Law" issued by Royal Decree No. 14/M dated 1429/3/10 AH.

• While the two types of legal personality share some provisions, they differ in some provisions, most notably:

• First: It is not permissible to seize the funds of the public legal personality, nor to execute on its funds, unlike the private legal personality, where execution on its funds is possible.

• Second: The rights of the public legal personality do not lapse, unlike the rights of the private personality according to the provisions of the system.

Explanation of Article 18

After Article (17) clarified the enumeration of members of the legal entity, this article came to explain the domicile that a legal entity can have, which is known as the statutory domicile; it refers to the main center for managing the affairs of the legal entity.

This domicile is a general domicile for the legal entity and applies to all its affairs; a legal entity cannot have more than one statutory domicile.

If the legal entity has more than one branch, each branch can have its own domicile, provided that this branch engages in independent activity there.

One of the important applications of the domicile of the legal entity concerning legal claims is that they are filed in the court within whose jurisdiction the domicile of the legal entity is located. Also, if it is the defendant, the lawsuit is filed in the court within whose jurisdiction its domicile is located, unless the plaintiff wishes to file it in the domicile of the branch where the subject of the lawsuit is located.

There may be a difference between the main center of the company and its domicile. For example, the parent company is headquartered in America and has a branch in the Kingdom, so its domicile in the Kingdom is the domicile of its branch.

It is worth noting that if the legal entity does not have a main center or does not have actual activity, its domicile is inferred by any evidence, such as the location of its manager, its papers and documents, or the place where its administrative decisions are made, and so on.

Explanation of Article 19

This article stipulates that a legal entity enjoys the same rights as a natural person, except for those inherently linked to the natural characteristics of a person, which are rights related to the material and moral human aspects, such as:

• First: The right to marriage and divorce, which cannot be a right of a legal entity.
• Second: The right to lineage, which cannot be a right of a legal entity.
• Third: The right to guardianship and custody, which cannot be a right of a legal entity.

Accordingly, a legal entity has the right to its own name, including a trade name, the right to domicile, the right to its assets, the right to litigation, the right to an independent financial liability, a nationality determined by its specific system, the right to protection from infringement on its rights, and so forth.

A legal entity is subject to the provisions of this system regarding name, domicile, capacity, and the application of the system to it, in matters not specified in its own regulations, as this system represents the general law in these provisions.

Explanation of Article 20

The article explained how the legal personality is terminated and mentioned several methods for this termination without limiting them. Therefore, the legislator in any other system can add other methods for the termination of the legal personality. The methods of termination stated in the article include:

• First: The expiration of the period specified for it in its system. For example, if a specific duration is set for the company, once this period ends, its legal personality is terminated.

• Second: The fulfillment of the purpose for which it was established. For example, if the company was established to carry out a specific project, once this project is completed, its legal personality is terminated.

• Third: If the system stipulates its termination. For example, the Companies Law may stipulate the termination of the company's legal personality in certain cases.

• Fourth: Merger, which means the combination of two or more companies into one company; resulting in the dissolution of the legal personality of the merged companies and the surviving company taking their place with respect to their rights and obligations.

• Fifth: Bankruptcy, which is the cessation of the legal personality from regularly paying its due commercial debts; resulting in the legal personality entering into a liquidation phase.

• Sixth: Liquidation, which is a set of procedures aimed at ending the activities of the legal personality and distributing its remaining assets to the partners or shareholders, resulting in the dissolution of the legal personality.

It should be noted that the termination of the legal personality - by one of the aforementioned methods or others - results in the dissolution of the legal personality and its independent financial liability, name, domicile, and other characteristics of the legal personality. However, this does not result in the dissolution of its debts; rather, they are transferred to the general or specific successor.

Explanation of Article 21

The article clarifies that the system protects private property, which is the most important financial right related to a person, and includes all the assets referred to by the system in Article (42). Accordingly, a person has the freedom to dispose of their property; this cannot be restricted except by a statutory provision or to the extent that does not conflict with public order.

Examples of statutory provisions that restrict a person's disposition of their property include: the restrictions on foreigners owning real estate, and the restrictions of the Expropriation of Real Estate for Public Benefit System.

As for the restrictions imposed on ownership for not opposing public order, an example is: the prohibition of harming others without a legitimate reason, which has many applications in the neighborhood system. A property owner has the freedom to dispose of their property, but they are not allowed to harm others without a legitimate reason, such as causing disturbance to their neighbor or establishing structures that harm their neighbor.

The article chose the expression "private property" to indicate that the system concerns what is owned by individuals, companies, or private associations, as opposed to public property, which is owned by the state and subject to its own specific provisions.

Explanation of Article 22

This article addresses the first type of things, which is: "things that do not exist independently, known as 'real estate'." The article defines real estate as: "everything that is fixed in its place and cannot be moved without damage or alteration in its form."

By "its place," it means the location it occupies, and by "cannot be moved without damage or alteration in its form," it means that moving it is only possible by destroying the part it is in. This definition is derived from the linguistic origin, as 'real estate' comes from 'to confine and prevent.'

Real estate has types, as stated in the article, which are:

• First: Lands, which are the basis of real estate, including the land with all its contents such as soil, sand, rocks, minerals, and others, whether it is flat or in the mountains.

• Second: Buildings, which refer to constructions made by a person from cement, stones, concrete, bricks, iron, and others, such as houses, palaces, mosques, walls, roads, bridges, and viaducts.

• Third: Permanent structures, which refer to everything permanently fixed in the ground, whether intended for use or not, such as towers, tanks, chimneys, wells, factories, bridges, ports, airports, and the like.

• Fourth: Everything permanently connected to the land, meaning everything connected to the land in a permanent manner, so that it cannot be separated from it without damage or alteration in its form, such as trees, palm trees, crops, fruits, and others.

• Fifth: Real property rights, which refer to rights that pertain to real estate and grant the owner direct authority over the thing, such as ownership rights, easement rights, usufruct rights, habitation rights, mortgage rights, and others.

These rights differ from personal rights, which do not grant the owner direct authority over the thing but rather the right to demand something or refrain from doing something, such as the tenant's right, creditor's right, and others.

It is worth noting that transactions related to real estate are subject to the provisions of this system, in matters not addressed by other systems, such as the Real Estate Registration System, the Expropriation of Real Estate for Public Benefit System, and others.

Water, electricity, gas, air, heat, and light are considered real estate as long as they are not extracted and packaged. Once extracted and packaged, they become movable property.

Explanation of Article 23

This article addresses the second type of things, which are: "things that are self-sustaining and can be moved from one place to another without damage or change in their form," known as "movables." The article defines movables as: "everything that can be moved from one place to another without damage or change in its form."

By "without damage or change in its form," it is meant that moving it does not lead to the destruction of the part it is in, and this definition is derived from the linguistic origin, as the movable is from moving it, i.e., transferring it.

Movables have types, as stipulated in the article, which are:

• First: Money, which refers to: paper and metal currencies, whether local or foreign, and whether in the possession of the person or in banks.

• Second: Shares, bonds, and company shares, which refer to: financial securities that represent shares in the capital of companies, granting their owner the right to profits and voting in the general assembly, or that represent a debt on the company.

• Third: Personal rights, which refer to: rights that do not pertain to a specific thing, but rather entitle their owner to demand something or refrain from doing something, such as: the creditor's right, the tenant's right, the beneficiary's right from the endowment, the author's right, and others.

• Fourth: Moral rights, which refer to: rights that do not pertain to a material thing, but rather to something non-material, such as: intellectual property rights, innovation rights, reputation rights, and others.

• Fifth: All things that are not described as real estate, which refer to: everything that does not fall under the definition of real estate in Article (22), such as: cars, airplanes, ships, furniture, clothes, food, and others.

It is worth noting that transactions involving movables are subject to the provisions of this system, in matters not covered by other systems, such as: the Commercial Papers System, the Trademark System, the Copyright Protection System, and others.

Explanation of Article 24

This article addresses the distinction between "consumable" items and "non-consumable" items, which results in many provisions in civil transactions, including those related to contracts of exchange such as sale and lease, or donation contracts such as gifts and wills, and those related to the rules of guarantee and compensation.

A consumable item is: "an item that perishes upon its first use, or cannot be used again except after a change in its essence."

By "perishes upon its first use," it is meant that using it once leads to its extinction, such as food and drink.

By "cannot be used again except after a change in its essence," it is meant that its use leads to a change in its form, such as fuel that burns to generate energy, seeds that turn into plants, and raw materials that turn into products.

In contrast, a non-consumable item is one that does not perish upon its first use and does not change in essence, such as real estate, land, cars, furniture, and clothing.

It is established that the criterion for describing an item as "consumable" or "non-consumable" is the nature of the item itself. For example, living in a house does not lead to its extinction, whereas consuming food leads to its extinction.

The ruling of the article is not affected if the item is intended for consumption despite its nature not requiring it, such as the sale of rare artifacts or the sale of old machines. In this case, the criterion is the intention of the parties involved.

Explanation of Article 25

This article addresses the distinction between "fungible" and "non-fungible" items, which results in numerous provisions in civil transactions, including those related to contracts of exchange and donation contracts, as well as those concerning the rules of guarantee and compensation.

A fungible item is: "an item whose units and attributes are similar, and each part can substitute another upon fulfillment, and it is measured by count, weight, volume, or measurement."

By "its units and attributes are similar," it is meant that each part resembles the other in quality and type, such as rice, sugar, wheat, gold, silver, and oil.

By "each part can substitute another upon fulfillment," it is meant that delivering any part of it achieves the intended purpose, such as delivering any kilogram of rice fulfills the obligation to deliver a kilogram of rice.

By "measured by count, weight, volume, or measurement," it is meant that its value is determined by its weight, count, volume, or measurement, such as selling rice by weight, selling sugar by quantity, selling wheat by volume, and selling fabrics by measurement.

In contrast, a non-fungible item is one whose units and attributes are not similar, cannot substitute each other upon fulfillment, and is not measured by count, weight, volume, or measurement, such as real estate, land, cars, furniture, rare artifacts, and artworks.

It is established that the criterion for describing an item as "fungible" or "non-fungible" is the nature of the item itself. For example, a car of a specific type, color, and specifications is considered non-fungible, but if cars are similar in type, color, and specifications and produced in large quantities, they are considered fungible.

The ruling of the article is not affected if the item is intended for value despite its nature not dictating so, such as selling rare artifacts or selling old machines; in this case, the intention of the parties involved is the determining factor.

This article has a significant impact on transactions, for instance: if a fungible item is destroyed before delivery, it is permissible to deliver a similar one, whereas if a non-fungible item is destroyed before delivery, compensation is required. Additionally, the rules of mortgage differ depending on whether the mortgaged item is fungible or non-fungible.

Explanation of Article 26

This article addresses the distinction between "public things" and "private things," and this distinction results in many provisions in civil transactions.

Public things are: "things owned by the state or public legal entities, and designated for public benefit."

By "owned by the state or public legal entities," it is meant that ownership is for the state, or one of the agencies, public institutions, or interests that are granted legal personality under statutory texts.

By "designated for public benefit," it is meant that they are prepared to serve the public, such as: roads, bridges, parks, hospitals, schools, universities, and others.

In contrast, private things are those not owned by the state or public legal entities, nor designated for public benefit, such as: private homes, private lands, private cars, private furniture, and others.

It is established that the criterion for describing a thing as "public" or "private" is the nature of the thing itself. For example, a public road differs from a private road owned by a specific person.

The ruling of the article is not affected if the thing is prepared for public benefit despite its nature not requiring that, such as: the sale of rare antiques at public auction, or the sale of old machines at exhibitions. In this case, the criterion is the intention of the parties involved.

This article has a significant impact on transactions. For example, public things cannot be seized, executed upon, or acquired by prescription, unlike private things.

It is noteworthy that this classification of things does not include endowments. If the endowment is for a private entity, it is a private endowment, and if it is for a public entity, it is a public endowment, each having its own specific provisions.

Explanation of Article 27

Rights are divided into two categories: real rights and personal rights. Articles (27 - 50) address these rights, their types, categories, and provisions.

Real rights:

• First: These are rights that pertain to a specific object and grant the holder direct authority over the object, such as: ownership rights, easement rights, usufruct rights, habitation rights, mortgage rights, and others.

• Second: An original real right is a right that is independent by itself and does not require the existence of another right to arise, such as: ownership rights, easement rights, usufruct rights, habitation rights.

• Third: A subsidiary real right is a right that is not independent by itself but arises as an accessory to fulfill another right, such as: mortgage rights, lien rights, and priority rights.

It is worth noting that subsidiary real rights differ from original real rights in that they do not arise except with the existence of another right and cease with the termination of the original right.

Explanation of Article 28

The article clarified that the default rule for original real rights is that they do not arise except through appropriation, which is the act of taking possession of something, provided that the item is not owned by anyone and that the appropriation is with the intent of ownership, such as fishing, hunting birds, and collecting firewood from forests not owned by anyone.

It is worth noting that this ruling does not apply to real estate, as real estate cannot be owned through appropriation; rather, the ownership of real estate requires registration in the real estate register.

The article also clarified that original real rights may arise without appropriation, such as:

• First: Inheritance, which is the transfer of ownership of property to the heir after the death of the deceased.

• Second: Will, which is the transfer of ownership of property to the legatee after the death of the testator.

• Third: Gift, which is the transfer of ownership of property to the donee during the life of the donor.

• Fourth: Sale, which is the transfer of ownership of property from the seller to the buyer for a consideration.

• Fifth: Acquisitive prescription, which is the acquisition of ownership of an item by the passage of time, provided that the item is possessed continuously, peacefully, openly, and with the intent of ownership. Acquisitive prescription differs from extinctive prescription in that the former acquires the right, while the latter extinguishes the right.

• Sixth: Preemption, which is the right to forcibly acquire sold real estate from the buyer, provided that the person is a partner in the property or a neighbor to it, and preemption must be immediate.

• Seventh: Accession, which occurs when something owned by one person becomes attached to something owned by another, making it impossible to separate them, such as when someone builds on land owned by another.

• Eighth: Conditions and descriptions, which mean that the original real right is subject to a specific condition or description, such as the right of usufruct being limited to a certain period, or the right of habitation being limited to a specific person.

The phrase "unless there is a statutory provision to the contrary" means that these methods are the default for acquiring original real rights unless there is a statutory provision that dictates otherwise.

It should be noted that the provisions of this article apply to all original real rights, whether they are real estate or movable.

Explanation of Article 29

This article clarifies the methods of transferring original real rights, which are: the methods that lead to the transfer of the original real right from one person to another, which are:

• First: Transfer of ownership by agreement, which means: the ownership of the thing is transferred from one person to another under a contract, such as: a contract of sale, a gift contract, and a barter contract.

• Second: Transfer of ownership by inheritance, which means: the ownership of the thing is transferred to the heir after the death of the testator.

• Third: Transfer of ownership by will, which means: the ownership of the thing is transferred to the legatee after the death of the testator.

• Fourth: Transfer of ownership by prescription, which means: acquiring ownership of the thing by the passage of time, provided that the thing is possessed continuously, peacefully, openly, and with the intention of ownership.

• Fifth: Transfer of ownership by accession, which means: something owned by one person adheres to another owned by another person, making it impossible to separate them.

• Sixth: Transfer of ownership by preemption, which means: the right to forcibly acquire the sold property from the buyer, provided that the person is a partner in the property or a neighbor to it.

• Seventh: Transfer of ownership by seizure, which means: taking possession of the thing, provided that the thing is not owned by anyone, and the seizure is with the intention of ownership.

• Eighth: Transfer of ownership by other methods stipulated by the system, which means: any other method stipulated by the system, such as expropriation for public benefit or confiscation.

These methods are the same as those previously mentioned in Article (28) concerning the acquisition of original real rights, except that here they address the transfer of the right from one person to another, whereas there they address the initial acquisition of the right.

It is noteworthy that the provisions of this article apply to all original real rights, whether immovable or movable.

Explanation of Article 30

This article addresses the scope of application of the provisions of this chapter. A named contract is one that the system has designated with a specific name and has organized special provisions for it, such as a contract of sale, gift, lease, contracting, and others. An unnamed contract, on the other hand, is one that has not been designated with a specific name in the system and has no special provisions organized for it.

The article states that the provisions contained in this chapter apply to named contracts in this system and in other systems, as well as to other unnamed contracts; thus, the rules outlined in this chapter apply to them, whether in terms of formation, nullity, effects, termination, or otherwise.

This article reaffirms what was previously mentioned in the preamble of this chapter regarding the exercise of the authority of will; and that the system does not confine the validity of a contract to only named contracts.

The end of the article clarifies that the application of the general rules contained in this chapter does not prejudice the special provisions in some contracts under specific statutory texts; the specific text takes precedence over the general. These provisions may include an additional rule, exception, or restriction to what is in the general rules of this chapter, such as the requirement of possession for the conclusion of loan, lending, or deposit contracts without charge, or the gift of movable property; these provisions apply to those contracts of a special nature and not to other contracts.

Explanation of Article 31

This article addresses the statement of the "elements of the contract," and a contract is the agreement of two wills to create a legal effect. The article states that the elements of the contract are three:

• First: Consent, which is the agreement of the two wills to create the legal effect.
• Second: Subject matter, which is what the contract pertains to, such as: the item sold in a sales contract, and the rent in a lease contract.
• Third: Cause, which is the motivating reason for the contract.

These elements are considered part of public order, so it is not permissible to agree to violate them or to waive them. Consequently, if one of these elements is missing, the contract is void and does not produce any legal effect, as will be mentioned in Article (162).

It is worth noting that the system did not stipulate "formality" as one of the elements of the contract, which means that the default in contracts is that they are consensual, and no specific form is required for their conclusion unless the system stipulates otherwise, such as requiring registration in real estate, or writing in some contracts like the mortgage contract, company contract, agency contract in some cases, and the like.

As for "delivery" or "receipt," they are not elements of the contract, but they are conditions for the conclusion of some contracts, such as: loan contract, lending contract, deposit contract without charge, gift of movable property, and the like.

Explanation of Article 32

This article addresses the statement of "freedom of contract," which is one of the most important principles upon which the Civil Transactions System is based. Every person has the freedom to contract as long as they have the capacity to contract, and this freedom includes:

• First: The freedom to conclude a contract or not, as no person can be forced to contract, except by a statutory provision.

• Second: The freedom to choose the other contracting party, as no person can be forced to contract with a specific person, except by a statutory provision.

• Third: The freedom to determine the terms of the contract, as no person can be forced to include certain terms in the contract, except by a statutory provision.

It should be noted that the freedom of contract is not absolute; it is restricted by the limits of public order and public morals. It is not permissible to contract on matters that violate public order or public morals, for example: contracting for the sale of drugs, the sale of unlicensed weapons, gambling, or the sale of human organs, and the like.

The article exempts from this principle "compulsory contracting," which is contracting by virtue of a statutory provision. For example, if the court permits the sale of a minor's property, the guardian is obliged to carry out this sale.

The article also exempts "adhesion contracts," which are contracts where the contracting party does not have the freedom to determine the terms of the contract, but their role is limited to accepting or rejecting the contract terms, such as: insurance contracts, electricity contracts, water contracts, telecommunications contracts, transportation contracts, and others, and their provisions will be detailed in Article (38).

It should be noted that the freedom of contract is a principle that contributes to enhancing economic growth, encourages investment, provides competition, and meets the needs of individuals and companies.

The freedom of contract is considered one of the most important applications of the jurisprudential rule "the original rule in contracts is permissibility."

By "public morals," it is meant a set of ethical values and principles upon which society is based, and they vary from one society to another, and from one time to another, and are determined by statutory texts, customs, and traditions.

The ruling of the article is not affected if the contract is conditional, such as: a mortgage condition, a sale with an option condition, a sale with a trial condition, a sale with a taste condition, a sale with a down payment condition, and the like.

Explanation of Article 33

This article addresses the statement of the "stages of contract formation." A contract does not form suddenly; rather, it goes through several stages, which are:

• The first stage: the "negotiation" stage, which precedes the contracting phase, during which proposals are exchanged between the contracting parties. This stage does not obligate either party and does not result in any legal effect unless the contracting parties agree otherwise, such as agreeing to pay compensation in case of withdrawal from the contract.

• The second stage: the "offer and acceptance" stage, where the intention is expressed clearly and decisively, whether the expression is explicit or implicit, written or verbal, whether it occurs in the contract meeting or through a message, or via modern communication means, whether directed to a specific person or the public, and whether it is associated with a time period or not. Once the offer and acceptance are present, the contract is concluded, and its legal effects are established.

• The third stage: the "completion of the contract" stage, where the elements and conditions of the contract are fulfilled. Once these elements and conditions are met, the contract becomes complete, effective, and binding on the contracting parties.

It is worth noting that the system does not specify "preparation" as one of the stages of contract formation, which means that preparation is not considered a stage of contract formation but rather an activity that precedes negotiation.

The article emphasizes that a contract is not formed unless all its stages are completed. If any of these stages are missing, the contract is void and has no legal effect.

Explanation of Article 34

This article addresses the explanation of the "validity of the offer," which is: the expression of the first contracting party's intention to conclude the contract, and it is the first pillar of the contract.

The article stipulates two conditions for the validity of the offer:

• First: The offer must be "irrevocable," meaning: the expression of intent must be clear and decisive, without any hesitation or ambiguity. For example, if a person says to another: "I will sell you this car if you agree," this is not an irrevocable offer because it is conditional.

• Second: The offer must be communicated to the knowledge of the person to whom it is directed, meaning: the offer must reach the knowledge of the other party to whom it is directed. It is not enough to merely express the intent; the other party must be aware of this offer. For example, if a person sends a message to another offering to sell his car, the offer is not considered valid unless the message reaches the other party and they are aware of it.

It is worth noting that this condition applies to all types of expressions of intent, whether explicit or implicit, written or verbal, whether in the contract meeting or by message, or through modern means of communication, and whether directed to a specific person or to the public.

The failure of either of these two conditions results in the invalidity of the offer, producing no legal effect.

As for "lapse," which is: the expiration of the offer before it is coupled with acceptance, it will be discussed in detail in the following articles.

Explanation of Article 35

This article addresses the explanation of the "stages of expressing will," which is: what is issued by the contracting party in terms of words, actions, gestures, writing, or otherwise, indicating their desire to conclude the contract.

The article states that the expression of will goes through several stages, which are:

• First: The stage of "explicit expression," which is: what clearly indicates the will without any ambiguity, such as: words, writing, gestures, actions, and the like.

• Second: The stage of "implicit expression," which is: what indicates the will indirectly, such as: silence in certain cases, or actions that indicate consent, and the like.

It should be noted that the expression of will is not restricted to a specific form, but it may be in any form that indicates the will, unless the system stipulates otherwise, such as requiring writing in certain contracts.

The article emphasizes that the expression of will must be "decisive in indicating the will," meaning: there should be no doubt or hesitation in its indication of the will. For example, if a person says to another: "I am thinking of selling this car," this is not a decisive expression of will.

Failure to meet this condition results in the invalidity of the expression of will, and it does not produce any legal effect.

As for "silence," which is: not expressing will through words or actions, it will be discussed in detail in Article (36).

As for "withdrawal of the offer," which is: the removal of the offer before it is accepted, it will be discussed in detail in Article (37).

Explanation of Article 36

This article addresses the concept of "silence" in expressing intent, stating that the default position on silence is that it "does not constitute acceptance" because silence is not an expression of intent and does not indicate consent, except in the cases exempted by the article, which are:

• First: If the law stipulates so, for example: if the Companies Law stipulates that a partner's silence on amending the company contract is considered acceptance, then in this case, silence is considered acceptance.

• Second: If silence is a "presumption of acceptance," meaning there is a clear indication that silence signifies acceptance, such as when one person offers something specific to another and requests a response within a certain period, and the other party remains silent within this period, with a prior relationship indicating that silence in this case is considered acceptance.

• Third: If silence is "considered acceptance by custom," meaning there is a specific custom in dealings indicating that silence in a certain situation is considered acceptance, for example: if there is a custom in commercial dealings that a merchant's silence on responding to a specific invoice is considered acceptance, then in this case, silence is considered acceptance.

• Fourth: If silence is "for the necessity of dealings," meaning there is a necessity in dealings that calls for considering silence as acceptance, for example: if a person sends specific goods to another and requests a response within a certain period, and the other party remains silent within this period, with a necessity in dealings that calls for considering silence as acceptance, then in this case, silence is considered acceptance.

It should be noted that these cases exempted by the article do not constitute an exception to the principle that silence does not constitute acceptance, but rather they are special cases where silence indicates acceptance by presumption, custom, or necessity, and they do not violate the rule of the article.

Explanation of Article 37

This article addresses the explanation of "withdrawal of the offer," which is: the termination of the offer before it is accepted. The article clarifies that the default rule regarding the offer is that it "can be withdrawn," meaning: the offeror has the right to withdraw their offer before it is accepted, except in the cases exempted by the article, which are:

• First: If the "offeror specifies a period for acceptance," meaning: the offeror sets a specific period for responding to their offer. In this case, they cannot withdraw their offer before the end of this period. For example, if a person says to another: "I am selling you this car for a week," they cannot withdraw their offer before the week ends.

• Second: If the "offer includes an indication that it cannot be withdrawn," meaning: there is a provision in the offer indicating that it cannot be withdrawn. For example, if a person says to another: "This offer cannot be withdrawn," they cannot withdraw their offer.

It is worth noting that this ruling applies to all types of offers, whether explicit or implicit, written or verbal, whether made in the presence of the contract or through a message, or by modern means of communication, and whether directed to a specific person or to the public.

The withdrawal of the offer results in the termination of the offer, so it does not produce any legal effect.

As for the "lapse of the offer," which is: the termination of the offer before it is accepted, it will be discussed in detail in Article (38).

Explanation of Article 38

This article addresses the statement of the "binding offer," which is: an offer that cannot be retracted. The article stipulates that the offer is binding in two cases:

• First: if the "offeror specifies a period for acceptance," meaning: the offeror sets a specific period for responding to his offer. In this case, he cannot retract his offer before the end of this period. For example, if a person says to another: "I am selling you this car for a week," he cannot retract his offer before the end of the week.

• Second: if the "offer includes an indication that it cannot be retracted," meaning: there is a provision in the offer indicating that it cannot be retracted. For example, if a person says to another: "This offer cannot be retracted," he cannot retract his offer.

It is worth noting that this ruling applies to all types of offers, whether explicit or implicit, written or oral, whether made in the contract session or by message, or through modern means of communication, and whether directed to a specific person or the public.

The consequence of a binding offer is that the offeror cannot retract it, and if he does, his retraction has no legal effect, and the offer remains in effect until it is accepted or lapses.

As for the "lapse of the offer," which is: the disappearance of the offer before it is accepted, it will be discussed in detail in Article (39).

This article is considered one of the most important articles related to offers, as it protects the rights of the other party to whom the offer is directed and provides them with an opportunity to consider the offer before it disappears.

Explanation of Article 39

This article addresses the statement of "lapse of the offer," which is: the termination of the offer before it is met with acceptance. The article stipulates that the offer lapses in two cases:

• First: If "the offer is rejected by the person to whom it was directed," meaning that the other party to whom the offer was directed rejects it, then they may not accept the offer afterward. For example, if a person offers to sell their car to another, and the other party rejects it, they may not accept the offer later.

• Second: If "the specified period for acceptance expires without acceptance being issued," meaning that the period specified by the offeror for responding to the offer expires without acceptance being issued by the other party. In this case, the offer lapses and cannot be accepted afterward.

It is worth noting that this ruling applies to all types of offers, whether explicit or implicit, written or oral, whether made in the contract session or by message, or through modern means of communication, and whether directed to a specific person or to the public.

The lapse of the offer results in the termination of the offer, so it does not produce any legal effect.

Explanation of Article 40

This article addresses the statement of "acceptance," which is: the expression of the will of the second contracting party to conclude the contract, and it is the second pillar of the contract.

The article stipulated two conditions for the validity of acceptance:

• First: The acceptance must be "in accordance with the offer," meaning: the acceptance must match the offer in all its conditions, without any change or modification. For example, if a person offers another to sell his car for a certain amount, and the other party accepts to buy it for a lesser amount, this is not an acceptance in accordance with the offer, and the contract is not concluded.

• Second: The acceptance must "reach the knowledge of the person to whom the offer was made," meaning: the acceptance must reach the knowledge of the other party to whom the offer was directed. It is not sufficient to merely express the will; the other party must be aware of this acceptance. For example, if a person sends a message to another announcing his acceptance of the offer to sell his car, the acceptance is not considered valid unless the message reaches the other party and he becomes aware of it.

It is worth noting that this condition applies to all forms of expression of will, whether explicit or implicit, written or oral, whether at the contract meeting or by message, or through modern means of communication, and whether directed to a specific person or to the public.

Failure to meet either of these conditions results in the invalidity of the acceptance, and it does not produce any legal effect.

As for "withdrawal of acceptance," which is: the disappearance of acceptance before it is coupled with the offer, it will be discussed in detail in Article (41).

Explanation of Article 41

This article addresses the statement of "withdrawal of acceptance," which is: the nullification of acceptance before it is coupled with the offer. The article clarifies that the principle of acceptance is that it "can be withdrawn," meaning: the acceptor has the right to withdraw their acceptance before it is coupled with the offer, except in cases excluded by the article, which are:

• First: If the "acceptor specifies a period for acceptance," meaning: the acceptor specifies a certain period for responding to their acceptance. In this case, they cannot withdraw their acceptance before the end of this period. For example: if a person says to another, "I accept your offer for a week," they cannot withdraw their acceptance before the week ends.

• Second: If the "acceptance includes an indication that it cannot be withdrawn," meaning: there is a provision in the acceptance indicating that it cannot be withdrawn. For example: if a person says to another, "This acceptance cannot be withdrawn," they cannot withdraw their acceptance.

It is worth noting that this ruling applies to all types of acceptance, whether explicit or implicit, written or oral, whether at the contract meeting or by message, or through modern means of communication, and whether directed to a specific person or to the public.

Withdrawing acceptance results in the nullification of the acceptance, so it does not produce any legal effect.

As for the "fall of acceptance," which is: the nullification of acceptance before it is coupled with the offer, it will be discussed in detail in Article (42).

Explanation of Article 42

This article addresses the statement of "lapse of acceptance," which is: the disappearance of acceptance before it is coupled with the offer. The article stipulates that acceptance lapses in two cases:

• First: if it is "rejected by the person to whom the acceptance was directed," meaning: the other party to whom the acceptance was directed rejects it, and thus cannot subsequently accept the offer. For example, if a person offers to sell his car to another, and the other party accepts, then rejects, he cannot later accept the offer.

• Second: if "the specified period for acceptance expires without acceptance being issued," meaning: the period specified by the offeror for responding to his offer expires without acceptance being issued by the other party. In this case, the acceptance lapses and cannot be accepted thereafter.

It is worth noting that this ruling applies to all types of acceptance, whether explicit or implicit, written or oral, whether at the contract meeting or by message, or by modern means of communication, and whether directed to a specific person or to the public.

The lapse of acceptance results in the disappearance of acceptance, and it does not produce any legal effect.

Explanation of Article 43

This article addresses the statement of "capacity of the contracting parties," which is: the ability of a person to acquire rights, bear obligations, and engage in legal acts and transactions, and it is a condition for the validity of the contract.

The article stipulates that the capacity of the contracting parties must be "complete," meaning that the contracting party must be "of sound mind," "not interdicted," and "not afflicted by any impediment to capacity," such as insanity, idiocy, prodigality, negligence, and the like.

It should be noted that the capacity of the contracting parties is not absolute but is restricted by the limits of public order and public morals, so it is not permissible to contract on matters that violate public order or public morals.

The absence of the capacity of the contracting parties results in the "nullity of the contract," which does not produce any legal effect, as will be mentioned in Article (162).

As for "deficiency of capacity," which is: when the contracting party is "discerning," "not of sound mind," "not interdicted," or "afflicted by some impediments to capacity," it will be discussed in detail in Article (44).

Explanation of Article 44

This article addresses the statement of "lack of capacity," which is: that the contracting party is "discerning," "not of sound mind," and "not interdicted," or that they are "afflicted with some impediments to capacity." The article stipulates that a lack of capacity leads to the "nullity of the contract," so it does not produce any legal effect, except in the cases exempted by the article, which are:

• First: If the contract is "purely beneficial," meaning: the contract is beneficial to the contracting party with a lack of capacity and does not result in any harm, such as: accepting a gift, accepting a will, accepting an endowment, accepting an inheritance, and similar cases. In this situation, the contract is "valid" and produces its legal effects.

• Second: If the contract is "purely harmful," meaning: the contract is harmful to the contracting party with a lack of capacity and does not result in any benefit, such as: selling property for a low price, buying property for an exorbitant price, gifting without compensation, bequeathing without return, and similar cases. In this situation, the contract is "void" and does not produce any legal effect.

• Third: If the contract is "between benefit and harm," meaning: the contract is potentially beneficial and harmful, such as: selling, buying, leasing, contracting, and similar cases. In this situation, the contract is "voidable" and produces its legal effects, unless the party with a lack of capacity or their guardian or trustee requests its annulment. In this case, the contract is annulled and does not produce any legal effect.

It is worth noting that these provisions apply to all types of contracts, whether they are contracts of exchange or contracts of donation, and whether they are consensual contracts or formal contracts.

This article is considered one of the most important articles related to the lack of capacity, as it protects the rights of the contracting party with a lack of capacity and provides them with an opportunity to annul the contract if it is harmful to them.

Explanation of Article 45

This article addresses the statement of "acts of a discerning minor," which refers to a minor who has completed seven years of age but has not reached the age of majority (eighteen years). The article stipulates that the acts of a discerning minor are subject to the provisions of Article (44), which are:

• First: If the contract is "purely beneficial," in this case, the contract is "valid" and produces its legal effects.

• Second: If the contract is "purely harmful," in this case, the contract is "void" and does not produce any legal effect.

• Third: If the contract is "between benefit and harm," in this case, the contract is "voidable" and produces its legal effects, unless the person with diminished capacity, their guardian, or trustee requests its annulment, in which case the contract is annulled and does not produce any legal effect.

It should be noted that this provision applies to all types of contracts, whether they are contracts of exchange or donation contracts, and whether they are consensual or formal contracts.

This article is considered one of the most important articles related to the acts of a discerning minor, as it protects their rights and provides them with the opportunity to annul the contract if it is harmful to them.

As for "incapacity," which is the prevention of a person from disposing of their property, it will be discussed in detail in Article (46).

Explanation of Article 46

This article addresses the explanation of "incapacitation," which is: preventing a person from disposing of their property. The article stipulates that incapacitation must be by a "judicial ruling," meaning that a court must issue a ruling to incapacitate the person. It is not sufficient to merely issue an administrative or personal decision, except in cases exempted by the article, which are:

• First: If the incapacitation is "out of necessity," meaning there is an urgent necessity that calls for incapacitating the person. For example, if a person is squandering their wealth and there is a fear of losing it, in this case, it is permissible to incapacitate them by a decision from the competent court.

• Second: If the incapacitation is "for the sake of interest," meaning there is a public or private interest that calls for incapacitating the person. For example, if a person is indebted and there is a fear of their wealth being seized, in this case, it is permissible to incapacitate them by a decision from the competent court.

It should be noted that this ruling applies to all types of incapacitation, whether it is incapacitation of property, incapacitation of disposition, or incapacitation of the person.

Incapacitation results in the "nullification of the incapacitated person's dispositions," so they have no legal effect, except in cases exempted by the article, which are:

• First: If the disposition is "purely beneficial," in this case, the disposition is "valid" and has its legal effects.

• Second: If the disposition is "purely harmful," in this case, the disposition is "void" and has no legal effect.

• Third: If the disposition is "between benefit and harm," in this case, the disposition is "voidable" and has its legal effects unless the person with diminished capacity, their guardian, or their trustee requests its nullification. In this case, the disposition is nullified and has no legal effect.

This article is considered one of the most important articles related to incapacitation, as it protects the rights of the incapacitated person and provides them with the opportunity to nullify the disposition if it is harmful to them.

Explanation of Article 47

After Article (46) clarified the provisions of interdiction and its obligations, this article explained the "acts of the interdicted person," which are: the acts issued by the interdicted person. The article stipulated that the acts of the interdicted person are subject to the provisions of Article (44), which are:

• First: If the act is "purely beneficial," in this case, the act is "valid" and produces its legal effects.

• Second: If the act is "purely harmful," in this case, the act is "void" and does not produce any legal effect.

• Third: If the act is "between benefit and harm," in this case, the act is "voidable" and produces its legal effects unless the person with diminished capacity, their guardian, or their custodian requests its annulment, in which case the act is annulled and does not produce any legal effect.

It is worth noting that this provision applies to all types of acts, whether they are contracts, declarations, discharges, or otherwise.

This article is considered one of the most important articles related to the acts of the interdicted person, as it protects their rights and provides them with an opportunity to annul the act if it is harmful to them.

As for "lifting the interdiction," which is: the removal of the interdiction from the person, it will be discussed in detail in Article (48).

Explanation of Article 48

This article addresses the explanation of "lifting the guardianship," which means the removal of guardianship over a person. The article stipulates that lifting the guardianship must be by a "judicial ruling," meaning a court must issue a ruling to lift the guardianship over the person. It is not sufficient to merely issue an administrative or personal decision, except in cases exempted by the article, which are:

• First: If the lifting of guardianship is "due to necessity," meaning there is an urgent necessity that calls for lifting the guardianship over the person. For example, if the person has regained their sanity and is no longer squandering their money, in this case, the guardianship may be lifted by a decision from the competent court.

• Second: If the lifting of guardianship is "due to interest," meaning there is a public or private interest that calls for lifting the guardianship over the person. For example, if the person has paid off their debts and is no longer indebted, in this case, the guardianship may be lifted by a decision from the competent court.

It should be noted that this ruling applies to all types of guardianship, whether it is guardianship over money, actions, or the person.

The lifting of guardianship results in the "restoration of the person's capacity," so no legal effect is imposed by the guardianship, and the person becomes fully capable, allowing them to manage their money, enter into contracts, and so forth.

This article is considered one of the most important articles related to lifting guardianship, as it protects the rights of the person and provides them with an opportunity to return to their normal life.

Explanation of Article 49

This article addresses the statement of "impediments to capacity," which are: matters that occur to a person and affect their capacity. The article states that the impediments to capacity include:

• First: "Insanity," which is the complete loss of mind, leading to "lack of capacity." Thus, the insane person is not allowed to manage their money, enter into contracts, and the like.

• Second: "Imbecility," which is a deficiency of mind that does not reach the level of insanity, leading to "diminished capacity." Thus, the imbecile is not allowed to manage their money, enter into contracts, and the like, except with the permission of their guardian or trustee.

• Third: "Prodigality," which is the squandering and wasting of money, leading to "diminished capacity." Thus, the prodigal is not allowed to manage their money, enter into contracts, and the like, except with the permission of their guardian or trustee.

• Fourth: "Negligence," which is the ease of being deceived and tricked, leading to "diminished capacity." Thus, the negligent person is not allowed to manage their money, enter into contracts, and the like, except with the permission of their guardian or trustee.

It is worth noting that these impediments do not affect the capacity for obligation but rather affect the capacity for performance, which is the person's ability to directly engage in actions with legal effect.

This article is considered one of the most important articles related to impediments to capacity, as it protects the rights of individuals who suffer from these impediments and provides them with the opportunity to annul harmful transactions against them.

Explanation of Article 50

This article addresses the statement of "effects of dispositions," which are: the consequences that result from the actions of individuals. The article stipulates that the effects of dispositions are subject to the provisions of this system, in matters not addressed by other systems, such as: the Personal Status System, the Companies System, the Commercial Papers System, and the like.

It is worth noting that the effects of dispositions vary according to the type of disposition. For example, the effects of a sales contract differ from the effects of a lease contract, and the effects of a gift contract differ from the effects of a mortgage contract.

The article emphasizes that the effects of dispositions must be "legitimate," meaning they must not violate public order or public morals. For example, a sales contract cannot result in effects that violate public order or public morals, such as the sale of drugs or unlicensed weapons, and the like.

The illegitimacy of the effects of dispositions results in the "nullity of the contract," rendering it without any legal effect.

This article is considered one of the most important articles related to the effects of dispositions, as it protects the rights of the contracting parties and provides them with an opportunity to annul the contract if its effects are illegitimate.

Explanation of Article 51

This article addresses the statement of the "minor with authorized capacity," which is: a minor who has completed fifteen years of age, and whose guardian, custodian, or the court has handed over a portion of his property and authorized him to engage in financial transactions.

The article stipulates that the transactions of the minor with authorized capacity are subject to the provisions of Article (44), which are:

• First: If the contract is "purely beneficial," in this case, the contract is "valid" and produces its legal effects.

• Second: If the contract is "purely harmful," in this case, the contract is "void" and does not produce any legal effect.

• Third: If the contract is "ambivalent between benefit and harm," in this case, the contract is "voidable" and produces its legal effects unless the minor, his guardian, or custodian requests its annulment, in which case the contract is annulled and does not produce any legal effect.

It is worth noting that this ruling applies to all types of contracts, whether they are contracts of exchange or donation contracts, and whether they are consensual or formal contracts.

This article is considered one of the most important articles related to the transactions of the minor with authorized capacity, as it protects his rights and provides him with the opportunity to annul the contract if it is harmful to him.

As for "interdiction," which is: preventing a person from disposing of his property, it will be discussed in detail in Article (46).

It is worth noting that the authorization for the minor with authorized capacity is only in financial transactions and does not include other transactions, such as marriage, divorce, will, and the like.

Explanation of Article 52

After Article (31) clarified the three pillars of the contract: consent, subject matter, and cause, Article (52) and the subsequent articles came to explain the rule of "defects in consent," which refers to:

• First: Defects that affect the will of the contracting party, leading to the invalidity of the contract, such as: mistake, deception, coercion, and the like.

• Second: Defects that affect the contract, leading to its nullity or its susceptibility to annulment.

The article stipulates that defects in consent include:

• First: "Mistake," which is an incorrect perception of reality, leading to the "nullity of the contract," so it does not produce any legal effect, except in cases exempted by the article, which are: if the mistake is "substantial," "non-influential," and "unknown to the other party," in this case, the mistake does not lead to the nullity of the contract.

• Second: "Deception," which is the use of fraudulent means to mislead the other contracting party, leading to the "nullity of the contract," so it does not produce any legal effect, except in cases exempted by the article, which are: if the deception is "non-influential," and "unknown to the other party," in this case, the deception does not lead to the nullity of the contract.

• Third: "Coercion," which is forcing the contracting party to conclude the contract, leading to the "nullity of the contract," so it does not produce any legal effect, except in cases exempted by the article, which are: if the coercion is "non-influential," and "unknown to the other party," in this case, the coercion does not lead to the nullity of the contract.

It is worth noting that these defects do not affect the capacity of the contracting party, but rather affect their consent, which is the agreement of the wills to produce the legal effect.

This article is considered one of the most important articles related to defects in consent, as it protects the rights of the contracting parties and provides them with the opportunity to annul the contract if it is tainted by one of these defects.

Explanation of Article 53

This article addresses the statement of "fundamental mistake," which is: an incorrect perception of reality that leads to the nullification of the contract. The article states that a mistake is considered fundamental in two cases:

• First: If the mistake "affects the will," meaning that the mistake has influenced the contracting party's will, such that if the mistake had not occurred, the party would not have proceeded to conclude the contract. For example, if a person buys a car believing it to be new, and then discovers it is used, in this case, the mistake is fundamental; because if they had known it was used, they would not have bought it.

• Second: If the mistake "relates to a fundamental attribute of the subject matter of the contract," meaning that the mistake pertains to an essential attribute of the subject matter of the contract, such that if this attribute did not exist, the party would not have proceeded to conclude the contract. For example, if a person buys a painting believing it to be original, and then discovers it is fake, in this case, the mistake is fundamental; because if they had known it was fake, they would not have bought it.

It should be noted that a mistake is not considered fundamental if it pertains to a secondary attribute of the subject matter of the contract, or if it pertains to an attribute that does not affect the contracting party's will.

A fundamental mistake results in the "nullification of the contract," so it does not produce any legal effect.

Explanation of Article 54

This article addresses the statement of "non-influential mistake," which is an incorrect perception of reality that does not lead to the nullification of the contract. The article stipulates that a mistake is non-influential in two cases:

• First: If the mistake "does not affect the will," meaning that the mistake has influenced the will of the contracting party, such that if the mistake had not occurred, they would have proceeded with concluding the contract. For example, if a person buys a car thinking it is used, and then discovers it is new, in this case, the mistake is non-influential because if they had known it was new, they would have bought it.

• Second: If the mistake "relates to a non-essential attribute of the subject matter of the contract," meaning that the mistake pertains to a non-essential attribute of the subject matter of the contract, such that if this attribute were not present, they would have proceeded with concluding the contract. For example, if a person buys a painting thinking it is original, and then discovers it has an old frame, in this case, the mistake is non-influential because if they had known it had an old frame, they would have bought it.

It should be noted that a mistake is considered non-influential if it relates to a secondary attribute of the subject matter of the contract or if it relates to an attribute that does not affect the will of the contracting party.

The consequence of a non-influential mistake is the "validity of the contract," and it produces its legal effects.

Explanation of Article 55

This article addresses the concept of "mutual mistake," which is an incorrect perception of reality that occurs with both contracting parties. The article stipulates that a mutual mistake leads to the "nullification of the contract," and thus it does not produce any legal effect.

It is worth noting that a mutual mistake differs from an individual mistake in that an individual mistake occurs with one of the contracting parties, whereas a mutual mistake occurs with both contracting parties.

A mutual mistake results in the "nullification of the contract," and thus it does not produce any legal effect.

Explanation of Article 56

This article addresses the statement of "mistake in the identity of the contracting party," which is an incorrect perception of the other contracting party's identity. The article stipulates that a mistake in the identity of the contracting party leads to the "nullity of the contract," so it does not produce any legal effect, except in the cases exempted by the article, which are:

• First: If the mistake is "non-essential," meaning that the mistake in the identity of the contracting party does not affect the will of the contracting party, such that if the mistake had not occurred, they would have proceeded to conclude the contract. For example, if a person buys a car from a specific person and then discovers that the other person is the brother of the party from whom they intended to buy the car, in this case, the mistake is non-essential because if they had known he was the brother, they would have still bought it.

• Second: If the mistake is "known to the other party," meaning that the mistake in the identity of the contracting party is known to the other party to whom the offer was directed. In this case, the mistake does not lead to the nullity of the contract.

It is worth noting that a mistake in the identity of the contracting party differs from a mistake in a fundamental attribute of the subject matter of the contract; the former relates to the person, while the latter relates to the thing.

A mistake in the identity of the contracting party results in the "nullity of the contract," so it does not produce any legal effect.

Explanation of Article 57

This article addresses the statement of "error in value," which is an incorrect perception of the value of the contract's subject matter. The article stipulates that an error in value "does not affect the validity of the contract," meaning that an error in value does not lead to the nullification of the contract and does not entail any legal effect.

It is worth noting that an error in value differs from an error in an essential characteristic of the contract's subject matter; the former relates to value, while the latter relates to the characteristic.

An error in value results in the "validity of the contract" and its legal effects, except in the cases exempted by the article, which are:

• First: If the error is "caused by deception," meaning that the error in value resulted from the use of fraudulent means to mislead the other contracting party. In this case, the error leads to the "nullification of the contract" and does not entail any legal effect.

• Second: If the error is "caused by coercion," meaning that the error in value resulted from forcing the contracting party to conclude the contract. In this case, the error leads to the "nullification of the contract" and does not entail any legal effect.

• Third: If the error is "caused by exploitation," meaning that the error in value resulted from exploiting the other party's need. In this case, the error leads to the "nullification of the contract" and does not entail any legal effect.

This article is considered one of the most important articles related to error in value, as it protects the rights of the contracting parties and provides them with an opportunity to nullify the contract if the error resulted from deception, coercion, or exploitation.

Explanation of Article 58

This article addresses the statement of "error caused by a third party," which is an incorrect perception of reality, occurring to one of the contracting parties, but resulting from the act of another person other than the contracting parties. The article stipulates that the error caused by a third party "does not affect the validity of the contract," meaning that the error caused by a third party does not lead to the nullification of the contract and does not have any legal effect, except in the cases exempted by the article, which are:

• First: If the error is "known to the other party," meaning that the error caused by a third party is known to the other party to whom the offer is directed. In this case, the error leads to the "nullification of the contract" and does not have any legal effect.

• Second: If the error is "resulting from collusion," meaning that the error caused by a third party resulted from collusion between the other party and the person who caused the error. In this case, the error leads to the "nullification of the contract" and does not have any legal effect.

It is worth noting that this article protects the rights of the other party who did not make the error and provides them with the opportunity to nullify the contract if the error resulted from collusion.

Explanation of Article 59

This article addresses the explanation of "fraud," which is: the use of deceptive means to mislead the other contracting party. The article states that fraud leads to the "nullification of the contract," so it does not produce any legal effect, except in the cases exempted by the article, which are:

• First: If the fraud is "non-influential," meaning: the fraud has affected the will of the contracting party, but even if the fraud had not occurred, they would have proceeded to conclude the contract. For example: if a person buys a car and then discovers that the seller used deceptive means to mislead them, but even if they had not been subjected to this fraud, they would have bought the car, in this case, the fraud is non-influential.

• Second: If the fraud is "known to the other party," meaning: the fraud is known to the other party to whom the offer was directed. In this case, the fraud does not lead to the nullification of the contract.

It is worth noting that fraud differs from mistake in that a mistake relates to an incorrect perception of reality, whereas fraud involves the use of deceptive means to mislead the other contracting party.

This article is considered one of the most important articles related to fraud, as it protects the rights of the contracting parties and provides them with the opportunity to annul the contract if it is tainted by fraud.

Explanation of Article 60

This article addresses the concept of "coercion," which is: forcing a contracting party to enter into a contract. The article stipulates that coercion leads to the "nullification of the contract," so it does not produce any legal effect, except in the cases exempted by the article, which are:

• First: If the coercion is "non-influential," meaning: the coercion affected the will of the contracting party, but if the coercion had not occurred, they would have proceeded to enter into the contract. For example, if a person buys a car under coercion, and then it becomes clear to them that if the coercion had not occurred, they would have bought the car, in this case, the coercion is non-influential.

• Second: If the coercion is "known to the other party," meaning: the coercion is known to the other party to whom the offer was directed. In this case, coercion does not lead to the nullification of the contract.

It is worth noting that coercion differs from mistake and deception in that mistake and deception relate to an incorrect perception of reality, whereas coercion involves forcing a contracting party to enter into a contract.

This article is considered one of the most important articles related to coercion, as it protects the rights of contracting parties and provides them with an opportunity to nullify the contract if it is tainted by coercion.

Explanation of Article 61

This article addresses the concept of "exploitation," which is: the exploitation by one contracting party of the other party's need. The article stipulates that exploitation leads to the "nullification of the contract," rendering it without any legal effect, except in the cases exempted by the article, which are:

• First: If the exploitation is "non-influential," meaning: the exploitation affected the will of the contracting party, but even without this exploitation, they would have proceeded to conclude the contract. For example, if a person buys a car at a low price and later discovers that the seller was in dire need of money, but even without this exploitation, they would have bought the car, in this case, the exploitation is non-influential.

• Second: If the exploitation is "known to the other party," meaning: the exploitation is known to the other party to whom the offer was directed. In this case, the exploitation does not lead to the nullification of the contract.

It is worth noting that exploitation differs from mistake, fraud, and coercion in that mistake, fraud, and coercion relate to defects in will, whereas exploitation relates to the contracting party's exploitation of the other party's need.

This article is considered one of the most important articles related to exploitation, as it protects the rights of the contracting parties and provides them with an opportunity to nullify the contract if it is tainted by exploitation.

Explanation of Article 62

This article addresses the statement of "other defects of consent," which are: the defects that affect the will of the contracting party and lead to the invalidity of the contract. The article states that other defects of consent include:

• First: "Fraud," which is: the use of deceptive means to mislead the other contracting party, leading to the "nullity of the contract," thus it has no legal effect.

• Second: "Moral coercion," which is: the threat that forces the contracting party to conclude the contract, leading to the "nullity of the contract," thus it has no legal effect.

• Third: "Unfairness," which is: the imbalance between the obligations of the contracting parties, leading to the "nullity of the contract," thus it has no legal effect, except in cases exempted by the article, which are: if the unfairness is "gross" and "unknown to the other party," in this case, the unfairness does not lead to the nullity of the contract.

It should be noted that these defects do not affect the capacity of the contracting party but rather affect their consent, which is: the agreement of the wills to produce the legal effect.

This article is considered one of the most important articles related to other defects of consent, as it protects the rights of the contracting parties and provides them with an opportunity to annul the contract if it is tainted by any of these defects.

Explanation of Article 63

This article addresses the statement of the "subject matter of the contract," which is: what the contract pertains to, such as: the sold item in a sales contract, and the rent in a lease contract, and it is a pillar of the contract.

The article stipulates that the subject matter of the contract must be "existent," meaning: the subject matter of the contract must exist in reality, and not be non-existent. For example: it is not permissible to contract for the sale of something that does not exist, or the sale of something non-existent.

It is worth noting that the subject matter of the contract must be "possible," meaning: the subject matter of the contract must be achievable, and not impossible. For example: it is not permissible to contract for the sale of something that is impossible to achieve, or the sale of something that is impossible to deliver.

The article emphasizes that the subject matter of the contract must be "lawful," meaning: it must not be contrary to public order or public morals. For example: it is not permissible to contract for the sale of drugs, or the sale of unlicensed weapons, or to contract for gambling, or to contract for the sale of human organs, and the like.

The failure to meet any of these conditions results in the "nullity of the contract," and it does not produce any legal effect.

Explanation of Article 64

This article addresses the explanation of the "cause of the contract," which is: the motivating factor for entering into the contract, and it is a pillar of the contract.

The article stipulates that the cause of the contract must be "existent," meaning: the cause of the contract must exist in reality and not be non-existent. For example, if a person contracts to buy a car with the intent of using it for an illegal activity, this cause is non-existent.

It is worth noting that the cause of the contract must be "legitimate," meaning: it must not be contrary to public order or public morals. For example, it is not permissible to contract to buy a car with the intent of using it for an illegal activity, or to contract for gambling, or to contract for the sale of human organs, and the like.

The failure of either of these two conditions results in the "nullity of the contract," and it does not produce any legal effect.

Explanation of Article 65

This article addresses the statement of "conditions in the contract," which are: the matters agreed upon by the contracting parties and form part of the contract. The article stipulates that conditions in the contract are of two types:

• First: "Essential conditions," which are the conditions without which the contract cannot exist, such as: the sale price in a sales contract, the rent in a lease contract, and so on. In this case, the contract is "void" if any of these conditions are missing.

• Second: "Secondary conditions," which are the conditions that do not affect the existence of the contract but affect its execution, such as: the place of delivery in a sales contract, the time of delivery in a lease contract, and so on. In this case, the contract is "valid" if any of these conditions are missing, but it results in the right to claim compensation.

It should be noted that the conditions in the contract must be "legitimate," meaning they must not violate public order or public morals. For example, the contract must not include conditions that violate public order or public morals, such as stipulating the sale of drugs or the sale of unlicensed weapons, and so on.

The illegitimacy of the conditions results in the "nullity of the contract," and it does not produce any legal effect.

Explanation of Article 66

This article addresses the statement of the "subject matter of the contract," which is: what the contract pertains to, such as: the sold item in a sales contract, and the rent in a lease contract, and it is a pillar of the contract.

The article stipulates that the subject matter of the contract must be "existent," meaning: the subject matter of the contract must exist in reality, and not be non-existent. For example: it is not permissible to contract for the sale of something that does not exist, or the sale of something non-existent.

It is worth noting that the subject matter of the contract must be "possible," meaning: the subject matter of the contract must be achievable, and not impossible. For example: it is not permissible to contract for the sale of something that is impossible to achieve, or the sale of something that is impossible to deliver.

The article emphasizes that the subject matter of the contract must be "lawful," meaning: it must not be contrary to public order or public morals. For example: it is not permissible to contract for the sale of drugs, or the sale of unlicensed weapons, or to contract for gambling, or to contract for the sale of human organs, and the like.

The failure to meet any of these conditions results in the "nullity of the contract," and it does not produce any legal effect.

Explanation of Article 67

This article addresses the statement of the "illegal subject matter," which is: what cannot be contracted upon. The article stipulates that the subject matter is illegal in two cases:

• First: if the subject matter is "contrary to public order," meaning that the subject matter is against the rules aimed at protecting society, such as: the sale of drugs, the sale of unlicensed weapons, contracting on gambling, the sale of human organs, and the like.

• Second: if the subject matter is "contrary to public morals," meaning that the subject matter is against the ethical values and principles upon which society is based, such as: the sale of pornographic films, the sale of books that promote vice, and the like.

It should be noted that the illegal subject matter does not produce any legal effect, even if the contracting parties agree upon it.

The consequence of the illegal subject matter is the "nullity of the contract," so it does not produce any legal effect.

This article is considered one of the most important articles related to the illegal subject matter, as it protects the rights of society and preserves public order and public morals.

Explanation of Article 68

This article addresses the statement of the "illegitimate cause," which is: what is not permissible to contract upon. The article stipulates that the cause is illegitimate in two cases:

• First: If the cause is "contrary to public order," meaning that the cause is against the rules aimed at protecting society, such as: buying a car with the intent to use it for an illegal activity, contracting for gambling, or contracting for the sale of human organs, and the like.

• Second: If the cause is "contrary to public morals," meaning that the cause is against the ethical values and principles upon which society is based, such as: buying books that promote vice, or contracting for incestuous marriage, and the like.

It should be noted that an illegitimate cause does not produce any legal effect, even if the contracting parties agree upon it.

An illegitimate cause results in the "nullity of the contract," so it does not produce any legal effect.

This article is considered one of the most important articles related to the illegitimate cause, as it protects the rights of society and preserves public order and public morals.

Explanation of Article 69

This article addresses the statement of "contract effects," which are the consequences that result from the contract after it has been validly concluded. The article stipulates that the effects of the contract are subject to the provisions of this system, in matters not covered by other systems, such as: the Personal Status Law, the Companies Law, the Commercial Papers Law, and the like.

It is worth noting that the effects of the contract vary depending on the type of contract. For example, the effects of a sales contract differ from those of a lease contract, and the effects of a gift contract differ from those of a mortgage contract.

The article emphasizes that the effects of the contract must be "legitimate," meaning they must not violate public order or public morals. For instance, a sales contract must not result in effects that contravene public order or public morals, such as the sale of drugs or unlicensed weapons, and the like.

The illegitimacy of the contract's effects results in the "nullity of the contract," so it does not produce any legal effect.

This article is considered one of the most important articles related to the effects of the contract, as it protects the rights of the contracting parties and provides them with the opportunity to annul the contract if its effects are illegitimate.

Explanation of Article 70

This article addresses the explanation of "obligation," which is: the legal bond that connects two persons, one being a creditor and the other a debtor. The article states that the obligation is of two types:

• First: "Natural obligation," which is: the obligation that cannot be claimed judicially, but is fulfilled merely by performance, such as: the obligation to pay a debt that has passed the statute of limitations, or the obligation to fulfill a debt arising from a void contract, and the like.

• Second: "Civil obligation," which is: the obligation that can be claimed judicially, and it is the norm in obligations, such as: the obligation to pay a debt, the obligation to deliver the sold item, the obligation to pay rent, and the like.

It is worth noting that the natural obligation differs from the civil obligation in that the natural obligation cannot be claimed judicially, whereas the civil obligation can be claimed judicially.

This article is considered one of the most important articles related to obligation, as it distinguishes between types of obligations and clarifies the ruling for each type.

Explanation of Article 71

This article addresses the statement of "sources of obligation," which are the events that give rise to an obligation. The article states that the sources of obligation include:

• First: "Contract," which is the agreement of two wills to create a legal effect, and it is the primary source of obligation, such as: a contract of sale, a lease contract, a loan contract, and the like.

• Second: "Unilateral will," which is an act issued by a single will and leads to the creation of an obligation, such as: a will, an endowment, an announcement of a reward, and the like.

• Third: "Harmful act," which is any act that results in harm to others and leads to the creation of an obligation to compensate, such as: damaging someone else's property, causing harm to others, and the like.

• Fourth: "Unjust enrichment," which is when a person is enriched at the expense of another person without a legitimate reason, leading to the creation of an obligation to return what was enriched, such as: a person mistakenly paying money to another person, obligating the other person to return the money.

• Fifth: "Statutory provision," which is the provision that stipulates the creation of an obligation, such as: the obligation to pay taxes, the obligation to pay zakat, the obligation to pay alimony, and the like.

It should be noted that these sources are not exclusive, but rather the most prominent sources from which an obligation arises, and an obligation may arise from other sources stipulated by the system.

This article is considered one of the most important articles related to the sources of obligation, as it clarifies how an obligation arises and the multiplicity of its sources.

Explanation of Article 72

This article addresses the explanation of "fulfillment," which is: the debtor executing their obligation, and it is the natural way for the obligation to be extinguished. The article states that fulfillment is by "performing what the debtor has committed to," meaning that the debtor must execute their obligation in the agreed-upon manner. They cannot refuse to fulfill it except in the cases exempted by the article, which are:

• First: If fulfillment is "impossible," meaning that fulfillment cannot be achieved. The debtor cannot execute their obligation, for example, if the sold item is damaged before delivery, the debtor cannot deliver it. In this case, the obligation is extinguished without fulfillment.

• Second: If fulfillment is "without the creditor's consent," meaning that the debtor executes their obligation, but without the creditor's consent. In this case, the fulfillment is not considered valid, and the obligation is not extinguished.

It is worth noting that fulfillment must be "correct," meaning that it must match what the parties agreed upon, without any change or modification. For example, if the debtor is obligated to deliver a specific car, they cannot deliver a different car.

This article is considered one of the most important articles related to fulfillment, as it clarifies how the obligation is extinguished and enumerates its methods.

Explanation of Article 73

This article addresses the statement of "set-off," which is: the extinguishment of two reciprocal obligations to the extent of the lesser amount. The article stipulates that set-off occurs in two cases:

• First: "Legal Set-off," which is the set-off that occurs by the force of the system, without the need for an agreement between the contracting parties, provided that the debts are "reciprocal," "of the same kind," "due," and "free from dispute." For example, if a person owes another a certain amount, and the other party owes him another amount, in this case, legal set-off occurs between the two debts, and each is extinguished to the extent of the lesser amount.

• Second: "Contractual Set-off," which is the set-off that occurs by agreement of the contracting parties, and it may occur in cases other than those in which legal set-off occurs. For example, if the debts are not of the same kind, or not due, or not free from dispute, in this case, contractual set-off may occur between them.

It should be noted that set-off leads to the "extinguishment of the obligation," so no legal effect is imposed on the debts after the set-off.

This article is considered one of the most important articles related to set-off, as it clarifies how the obligation is extinguished and enumerates its methods.

Explanation of Article 74

This article addresses the concept of "novation," which is the extinguishment of an obligation by creating a new obligation in its place. The article stipulates that novation occurs in two cases:

• First: "Renewal of the debt," which is the extinguishment of a debt by creating a new debt in its place, provided that the debts are "reciprocal," "of the same type," "due for performance," and "free of dispute." For example, if a person owes another a certain amount, and the parties agree to replace this debt with another debt, in this case, the debt is renewed, the old debt is extinguished, and a new debt is created.

• Second: "Renewal of the parties," which is the extinguishment of an obligation by creating a new obligation in its place, provided there is a change in one of the parties to the obligation. For example, if a person owes another a certain amount, and the parties agree to replace the debtor with another debtor, in this case, the parties are renewed, the old obligation is extinguished, and a new obligation is created.

It should be noted that novation leads to the "extinguishment of the obligation," so no legal effect is imposed on the debts after novation.

This article is considered one of the most important articles related to novation, as it clarifies how an obligation is extinguished and the various methods of doing so.

Explanation of Article 75

This article addresses the statement of "delegation in fulfillment," which is: a person executing the obligation of another person. The article stipulates that delegation in fulfillment occurs in two cases:

• First: "Complete delegation," which is: the person replaces the original debtor in executing the obligation, so that the original debtor is no longer responsible for the obligation. For example, if a person owes another a certain amount, and then delegates another person to execute the obligation, and the creditor accepts this, in this case, the delegation becomes complete, and the obligation is extinguished for the original debtor.

• Second: "Partial delegation," which is: the person replaces the original debtor in executing the obligation, but the original debtor remains responsible for the obligation. For example, if a person owes another a certain amount, and then delegates another person to execute the obligation, and the creditor does not accept this, in this case, the delegation becomes partial, and the original debtor remains responsible for the obligation.

It is worth noting that delegation in fulfillment differs from transfer in that transfer involves the transfer of the debt, whereas delegation in fulfillment involves the execution of the debt.

This article is considered one of the most important articles related to delegation in fulfillment, as it clarifies how the obligation is extinguished and the various ways it can occur.

Explanation of Article 76

After Article (31) outlined the three pillars of a contract: consent, subject matter, and cause, Article (76) and the subsequent articles came to clarify the rule of "capacity of the contracting parties," which is: the ability of a person to acquire rights, bear obligations, and conduct legal acts and transactions, which is a condition for the validity of the contract.

The article stipulated that the capacity of the contracting parties must be "complete," meaning that the contracting party must be "of sound mind," "not interdicted," and "not suffering from any impediment to capacity," such as insanity, idiocy, prodigality, negligence, and the like.

It is worth noting that the capacity of the contracting parties is not absolute but is restricted by the limits of public order and public morals, so it is not permissible to contract on what contradicts public order or public morals.

The lack of capacity of the contracting parties results in the "nullity of the contract," which does not produce any legal effect, as will be mentioned in Article (162).

As for "deficiency of capacity," which is: when the contracting party is "discerning," "not of sound mind," "not interdicted," or "suffering from some impediments to capacity," it will be discussed in detail in Article (77).

Explanation of Article 77

This article addresses the statement of "lack of capacity," which is: that the contracting party is "discerning," "not of sound mind," and "not interdicted," or that they are "afflicted with some impediments to capacity." The article stipulates that a lack of capacity leads to the "nullity of the contract," so it does not produce any legal effect, except in the cases exempted by the article, which are:

• First: If the contract is "purely beneficial," meaning: the contract is beneficial to the contracting party with a lack of capacity and does not result in any harm, such as: accepting a gift, accepting a will, accepting an endowment, accepting an inheritance, and similar cases. In this situation, the contract is "valid" and produces its legal effects.

• Second: If the contract is "purely harmful," meaning: the contract is harmful to the contracting party with a lack of capacity and does not result in any benefit, such as: selling property for a low price, buying property for an exorbitant price, gifting without compensation, bequeathing without return, and similar cases. In this situation, the contract is "void" and does not produce any legal effect.

• Third: If the contract is "between benefit and harm," meaning: the contract is potentially beneficial and harmful, such as: selling, buying, leasing, contracting, and similar cases. In this situation, the contract is "voidable" and produces its legal effects, unless the party with a lack of capacity or their guardian or trustee requests its annulment. In this case, the contract is annulled and does not produce any legal effect.

It is worth noting that these provisions apply to all types of contracts, whether they are contracts of exchange or contracts of donation, and whether they are consensual contracts or formal contracts.

This article is considered one of the most important articles related to the lack of capacity, as it protects the rights of the contracting party with a lack of capacity and provides them with an opportunity to annul the contract if it is harmful to them.

Explanation of Article 78

This article addresses the statement of "acts of a discerning minor," which refers to a minor who has completed seven years of age but has not reached the age of majority (eighteen years). The article stipulates that the acts of a discerning minor are subject to the provisions of Article (77), which are:

• First: If the contract is "purely beneficial," in this case, the contract is "valid" and produces its legal effects.

• Second: If the contract is "purely harmful," in this case, the contract is "void" and does not produce any legal effect.

• Third: If the contract is "intermediate between benefit and harm," in this case, the contract is "voidable" and produces its legal effects unless the person with diminished capacity, their guardian, or their trustee requests its annulment. In this case, the contract is annulled and does not produce any legal effect.

It should be noted that this ruling applies to all types of contracts, whether they are contracts of exchange or donation, and whether they are consensual or formal contracts.

This article is considered one of the most important articles related to the acts of a discerning minor, as it protects their rights and provides them with the opportunity to annul the contract if it is harmful to them.

As for "interdiction," which is the prevention of a person from disposing of their property, it will be discussed in detail in Article (79).

Explanation of Article 79

This article addresses the explanation of "incapacitation," which is: preventing a person from disposing of their property. The article stipulates that incapacitation must be by a "judicial ruling," meaning that a court must issue a ruling to incapacitate the person. It is not sufficient to merely issue an administrative or personal decision, except in cases exempted by the article, which are:

• First: If the incapacitation is "out of necessity," meaning there is an urgent necessity that calls for incapacitating the person. For example, if a person is squandering their wealth and there is a fear of losing it, in this case, it is permissible to incapacitate them by a decision from the competent court.

• Second: If the incapacitation is "for the sake of interest," meaning there is a public or private interest that calls for incapacitating the person. For example, if a person is indebted and there is a fear of their wealth being seized, in this case, it is permissible to incapacitate them by a decision from the competent court.

It should be noted that this ruling applies to all types of incapacitation, whether it is incapacitation of property, incapacitation of disposition, or incapacitation of the person.

Incapacitation results in the "nullification of the incapacitated person's dispositions," so they have no legal effect, except in cases exempted by the article, which are:

• First: If the disposition is "purely beneficial," in this case, the disposition is "valid" and has its legal effects.

• Second: If the disposition is "purely harmful," in this case, the disposition is "void" and has no legal effect.

• Third: If the disposition is "between benefit and harm," in this case, the disposition is "voidable" and has its legal effects unless the person with diminished capacity, their guardian, or their trustee requests its nullification. In this case, the disposition is nullified and has no legal effect.

This article is considered one of the most important articles related to incapacitation, as it protects the rights of the incapacitated person and provides them with the opportunity to nullify the disposition if it is harmful to them.

Explanation of Article 80

After Article (79) clarified the provisions of interdiction and its obligations, this article explained "the actions of the interdicted person," which are: the actions issued by the interdicted person. The article stipulated that the actions of the interdicted person are subject to the provisions of Article (77), which are:

• First: If the action is "purely beneficial," in this case, the action is "valid" and produces its legal effects.

• Second: If the action is "purely harmful," in this case, the action is "void" and does not produce any legal effect.

• Third: If the action is "between benefit and harm," in this case, the action is "voidable" and produces its legal effects unless the person with diminished capacity, or their guardian or trustee, requests its annulment. In this case, the action is annulled and does not produce any legal effect.

It should be noted that this provision applies to all types of actions, whether they are contracts, acknowledgments, discharges, or otherwise.

This article is considered one of the most important articles related to the actions of the interdicted person, as it protects their rights and provides them with the opportunity to annul the action if it is harmful to them.

As for "lifting the interdiction," which is: the removal of the interdiction from the person, it will be discussed in detail in Article (81).

Explanation of Article 81

This article addresses the explanation of "lifting the guardianship," which means the removal of guardianship over a person. The article stipulates that lifting the guardianship must be by a "judicial ruling," meaning a court must issue a ruling to lift the guardianship over the person. It is not sufficient to merely issue an administrative or personal decision, except in cases exempted by the article, which are:

• First: If the lifting of guardianship is "due to necessity," meaning there is an urgent necessity that calls for lifting the guardianship over the person. For example, if the person has regained their sanity and is no longer squandering their money, in this case, the guardianship may be lifted by a decision from the competent court.

• Second: If the lifting of guardianship is "due to interest," meaning there is a public or private interest that calls for lifting the guardianship over the person. For example, if the person has paid off their debts and is no longer indebted, in this case, the guardianship may be lifted by a decision from the competent court.

It should be noted that this ruling applies to all types of guardianship, whether it is guardianship over money, actions, or the person.

The lifting of guardianship results in the "restoration of the person's capacity," so no legal effect is imposed by the guardianship, and the person becomes fully capable, allowing them to manage their money, enter into contracts, and so forth.

This article is considered one of the most important articles related to lifting guardianship, as it protects the rights of the person and provides them with an opportunity to return to their normal life.

Explanation of Article 82

This article addresses the statement of "impediments to capacity," which are: matters that occur to a person and affect their capacity. The article states that the impediments to capacity include:

• First: "Insanity," which is the complete loss of mind, leading to "lack of capacity." Thus, the insane person is not allowed to manage their money, enter into contracts, and the like.

• Second: "Imbecility," which is a deficiency of mind that does not reach the level of insanity, leading to "diminished capacity." Thus, the imbecile is not allowed to manage their money, enter into contracts, and the like, except with the permission of their guardian or trustee.

• Third: "Prodigality," which is the squandering and wasting of money, leading to "diminished capacity." Thus, the prodigal is not allowed to manage their money, enter into contracts, and the like, except with the permission of their guardian or trustee.

• Fourth: "Negligence," which is the ease of being deceived and tricked, leading to "diminished capacity." Thus, the negligent person is not allowed to manage their money, enter into contracts, and the like, except with the permission of their guardian or trustee.

It is worth noting that these impediments do not affect the capacity for obligation but rather affect the capacity for performance, which is the person's ability to directly engage in actions with legal effect.

This article is considered one of the most important articles related to impediments to capacity, as it protects the rights of individuals who suffer from these impediments and provides them with the opportunity to annul harmful transactions against them.

Explanation of Article 83

This article addresses the statement of "effects of dispositions," which are: the consequences that result from the actions of individuals. The article stipulates that the effects of dispositions are subject to the provisions of this system, in matters not addressed by other systems, such as: the Personal Status System, the Companies System, the Commercial Papers System, and the like.

It is worth noting that the effects of dispositions vary according to the type of disposition. For example, the effects of a sales contract differ from the effects of a lease contract, and the effects of a gift contract differ from the effects of a mortgage contract.

The article emphasizes that the effects of dispositions must be "legitimate," meaning they must not violate public order or public morals. For example, a sales contract cannot result in effects that violate public order or public morals, such as the sale of drugs or unlicensed weapons, and the like.

The illegitimacy of the effects of dispositions results in the "nullity of the contract," rendering it without any legal effect.

This article is considered one of the most important articles related to the effects of dispositions, as it protects the rights of the contracting parties and provides them with an opportunity to annul the contract if its effects are illegitimate.

Explanation of Article 84

This article addresses the statement of "contracting on behalf of others," which is: when a person contracts in the name of another person. The article stipulates that contracting on behalf of others occurs in two cases:

• First: "Agency," which is: when a person authorizes another person to contract in his name. In this case, the agent is obligated to contract in the name of the principal, and the contract produces its effects in favor of the principal.

• Second: "Guardianship," which is: when a person is a guardian over another person. In this case, the guardian is obligated to contract in the name of the ward, and the contract produces its effects in favor of the ward.

It is worth noting that contracting on behalf of others differs from contracting in the name of others; the former involves contracting in the name of another person, while the latter involves contracting in the name of a non-existent person.

This article is considered one of the most important articles related to contracting on behalf of others, as it clarifies how to contract on behalf of others and enumerates its methods.

Explanation of Article 85

This article addresses the statement of "contracting through an agent," which is: a person contracts in the name of the principal. The article stipulates that contracting through an agent occurs in two cases:

• First: If the agent is "authorized," meaning that the agent has been delegated by the principal to contract in his name. In this case, the contract is "valid" and its effects are binding on the principal.

• Second: If the agent is "unauthorized," meaning that the agent has not been delegated by the principal to contract in his name. In this case, the contract is "voidable" and its effects are binding on the agent, unless the principal ratifies the contract, in which case the contract becomes "valid" and its effects are binding on the principal.

It should be noted that this ruling applies to all types of contracts, whether they are contracts of exchange or donation, and whether they are consensual or formal contracts.

This article is considered one of the most important articles related to contracting through an agent, as it protects the rights of the principal and provides him with the opportunity to annul the contract if the agent is unauthorized.

Explanation of Article 86

This article addresses the statement of "agency limits," which are: the powers granted by the principal to the agent. The article states that the limits of the agency are of two types:

• First: "General Agency," which is: the agency that grants the agent general powers in all actions of the principal, such as: agency for sale, agency for purchase, agency for lease, and the like.

• Second: "Special Agency," which is: the agency that grants the agent specific powers in certain actions, such as: agency for selling a specific car, agency for purchasing a specific property, agency for leasing a specific house, and the like.

It should be noted that the agency must be "explicit," meaning: the agency must be clear and decisive, with no ambiguity or hesitation. For example: the agency cannot be implicit, or conditional, or unknown.

Exceeding the limits of the agency results in the "nullity of the contract," which has no legal effect, except in the cases exempted by the article, which are:

• First: If the excess is "purely beneficial," in this case, the contract is "valid" and produces its legal effects.

• Second: If the excess is "purely harmful," in this case, the contract is "void" and has no legal effect.

• Third: If the excess is "between benefit and harm," in this case, the contract is "voidable" and produces its legal effects unless the principal requests its annulment, in which case the contract is void and has no legal effect.

This article is considered one of the most important articles related to the limits of agency, as it protects the rights of the principal and provides an opportunity to annul the contract if the agent exceeds the limits of the agency.

Explanation of Article 87

This article addresses the statement of the "fate of the contract" concluded by the agent without authorization, or by exceeding the limits of his agency. The article stipulates that this contract is "voidable," meaning that the contract is valid and produces its legal effects unless the principal requests its annulment. In this case, the contract is annulled and does not produce any legal effect.

It is worth noting that this provision applies to all types of contracts, whether they are contracts of exchange or donation contracts, and whether they are consensual or formal contracts.

This article is considered one of the most important articles related to the fate of the contract, as it protects the rights of the principal and provides him with the opportunity to annul the contract if the agent was unauthorized or exceeded the limits of his agency.

As for "ratification," which is the principal's approval of the contract concluded by the agent without authorization or by exceeding the limits of his agency, it will be discussed in detail in Article (88).

Explanation of Article 88

This article addresses the explanation of "ratification," which is: the principal's approval of the contract concluded by the agent without authorization, or by exceeding the limits of his agency. The article states that ratification can be through "any act or statement indicating consent," meaning that the ratification must be clear and decisive, without any ambiguity or hesitation. For example, if the principal becomes aware of the contract concluded by the agent without authorization and does not object to it, this is considered implicit ratification.

It is worth noting that the ratification must be "subsequent" to the conclusion of the contract; it cannot be prior to it, nor can it be conditional or unknown.

Ratification results in the "validity of the contract," and its effects apply to the principal, making the agent not liable for the contract.

This article is considered one of the most important articles related to ratification, as it protects the rights of the principal and provides an opportunity to approve the contract if it is beneficial to him or annul it if it is harmful.

As for "rejection," which is: the principal's non-approval of the contract concluded by the agent without authorization, or by exceeding the limits of his agency, it will be discussed in detail in Article (89).

Explanation of Article 89

This article addresses the concept of "rejection," which is: the principal's disapproval of the contract concluded by the agent without authorization, or by exceeding the limits of his agency. The article stipulates that rejection can be through "any act or statement indicating dissatisfaction," meaning that the rejection must be clear and decisive, without any ambiguity or hesitation. For example, if the principal becomes aware of the contract concluded by the agent without authorization and objects to it, this is considered an explicit rejection.

It should be noted that the rejection must be "subsequent" to the conclusion of the contract; it cannot be prior to it, nor can it be conditional or unknown.

Rejection results in the "nullification of the contract," so it does not produce any legal effect, and the agent becomes responsible for the contract.

This article is considered one of the most important articles related to rejection, as it protects the rights of the principal and provides him with the opportunity to reject the contract if it is harmful to him, or to approve it if it is beneficial to him.

Explanation of Article 90

This article addresses the statement of "termination of agency," which is: the expiration of the agent's authority to contract in the name of the principal. The article stipulates that the termination of the agency occurs in two cases:

• First: "Expiration of the agency period," which means: the period specified by the principal for the agency ends. In this case, the agency is terminated, and the agent is no longer allowed to contract in the name of the principal.

• Second: "Death of one of the parties," which means: the principal or the agent passes away. In this case, the agency is terminated, and the agent is no longer allowed to contract in the name of the principal, nor are the heirs of the principal or the agent allowed to contract in the name of the principal.

It should be noted that this ruling applies to all types of agency, whether it is a general agency or a special agency.

The termination of the agency results in the "expiration of the agent's authority," so he is no longer allowed to contract in the name of the principal. If he does contract, his contract is "void" and does not produce any legal effect.

This article is considered one of the most important articles related to the termination of agency, as it protects the rights of the principal and provides him with the opportunity to terminate the agency if he no longer needs it.

Explanation of Article 91

This article addresses the explanation of "contracting for the benefit of a third party," which is when a person contracts in their own name, but the contract is for the benefit of another person who is not one of the contracting parties. The article stipulates that contracting for the benefit of a third party occurs in two cases:

• First: "Life insurance," which is when a person contracts with an insurance company, commits to paying insurance premiums, and in return, the company commits to paying a certain amount to another person after the death of the contractor. In this case, the contract is for the benefit of a third party.

• Second: "Stipulation for the benefit of a third party," which is when one of the contracting parties stipulates to the other party to perform a certain act for the benefit of another person. In this case, the contract is for the benefit of a third party.

It is worth noting that contracting for the benefit of a third party differs from contracting on behalf of another in that contracting on behalf of another involves contracting in the name of another person, whereas contracting for the benefit of a third party involves contracting in the name of the contractor, but the contract is for the benefit of another person.

This article is considered one of the most important articles related to contracting for the benefit of a third party, as it clarifies how to contract for the benefit of a third party and enumerates its methods.

Explanation of Article 92

This article addresses the statement of "effects of contracting for the benefit of a third party," which are: the consequences that arise from a contract concluded for the benefit of a third party. The article stipulates that the effects of contracting for the benefit of a third party include:

• First: "The right of the third party to claim the right," which means: that the third party has the right to claim the right that has arisen for them under the contract, and the contracting parties may not retract this right except with the consent of the third party.

• Second: "The right of the contracting party to withdraw from the contract," which means: that the contracting party has the right to withdraw from the contract they concluded for the benefit of the third party, provided that the third party has not accepted this contract. In this case, the contracting party may withdraw from the contract without any legal effect.

It is worth noting that this provision applies to all types of contracts, whether they are contracts of exchange or donation contracts, and whether they are consensual contracts or formal contracts.

This article is considered one of the most important articles related to the effects of contracting for the benefit of a third party, as it protects the rights of the third party and provides them with the opportunity to claim the right that has arisen for them under the contract.

Explanation of Article 93

This article addresses the statement of "stipulation for the benefit of a third party," which is: one of the contracting parties stipulates to the other party to perform a specific act for the benefit of another person. The article states that the stipulation for the benefit of a third party occurs in two cases:

• First: If the stipulation is "accompanied by a condition," which means that the stipulation is accompanied by a specific condition. If this condition is fulfilled, the right arises for the third party. For example, if a person stipulates to another to build a house for a third person, on the condition that the third person gets married, in this case, the right arises for the third person if they get married.

• Second: If the stipulation is "not accompanied by a condition," which means that the stipulation is not accompanied by a specific condition. In this case, the right arises for the third party upon the conclusion of the contract.

It is worth noting that the stipulation for the benefit of a third party differs from contracting for the benefit of a third party in that the stipulation for the benefit of a third party relates to a condition in the contract, whereas contracting for the benefit of a third party relates to the entire contract.

This article is considered one of the most important articles related to the stipulation for the benefit of a third party, as it explains how to stipulate for the benefit of a third party and enumerates its methods.

Explanation of Article 94

This article addresses the statement of "contracting for the act of another," which is: when a person contracts with another person and commits that a third person will perform a specific act. The article stipulates that contracting for the act of another occurs in two cases:

• First: If the contracting is "on behalf," meaning that a person contracts in the name of another person. In this case, the contractor is obligated to contract in the name of the other, and the contract produces its effects on the rights of the other.

• Second: If the contracting is "voluntary," meaning that a person contracts in his own name, but the contract is for the benefit of another person. In this case, the contractor is obligated by the contract, and the contract produces its effects on his rights, unless the other approves the contract. In this case, the contract becomes "valid" and produces its effects on the rights of the other.

It is worth noting that contracting for the act of another differs from contracting for the benefit of another in that contracting for the act of another involves the obligation of a third person, whereas contracting for the benefit of another involves the creation of a right for a third person.

This article is considered one of the most important articles related to contracting for the act of another, as it clarifies how to contract for the act of another and enumerates its methods.

Explanation of Article 95

This article addresses the statement of "the effects of contracting on the work of others," which are: the consequences that result from a contract made on the work of others. The article stipulates that the effects of contracting on the work of others include:

• First: "The right of others to demand the work," which means: that others have the right to demand the work that the contractor has committed to, and the contractor may not withdraw from this work except with the consent of others.

• Second: "The contractor's right to withdraw from the contract," which means: that the contractor has the right to withdraw from the contract he made on the work of others, provided that others have not accepted this contract. In this case, the contractor may withdraw from the contract without any legal effect.

It should be noted that this provision applies to all types of contracts, whether they are contracts of exchange or donation contracts, and whether they are consensual or formal contracts.

This article is considered one of the most important articles related to the effects of contracting on the work of others, as it protects the rights of others and provides them with the opportunity to demand the work that the contractor has committed to.

Explanation of Article 96

This article addresses the statement of the "stages of expressing intent," which is: what is issued by the contracting party in the form of words, actions, gestures, writing, or otherwise, indicating their desire to conclude the contract.

The article stipulates that the expression of intent goes through several stages, which are:

• First: The stage of "explicit expression," which is: what clearly indicates intent without any ambiguity, such as: words, writing, gestures, actions, and the like.

• Second: The stage of "implicit expression," which is: what indicates intent indirectly, such as: silence in certain situations, or actions that indicate consent, and the like.

It should be noted that the expression of intent is not restricted to a specific form, but may be in any form that indicates intent, unless the system specifies otherwise, such as requiring writing in certain contracts.

The article emphasizes that the expression of intent must be "decisive in indicating intent," meaning: there should be no doubt or hesitation in its indication of intent, for example: if a person says to another, "I am thinking of selling this car," this is not a decisive expression of intent.

Failure to meet this condition results in the invalidity of the expression of intent, and it does not produce any legal effect.

As for "silence," which is: not expressing intent through words or actions, it will be discussed in detail in Article (97).

As for "withdrawal of the offer," which is: the removal of the offer before it is accepted, it will be discussed in detail in Article (98).

Explanation of Article 97

This article addresses the concept of "silence" in expressing intent, stating that the default position on silence is that it "does not constitute acceptance" because silence is not an expression of intent and does not indicate consent, except in the cases exempted by the article, which are:

• First: If the law stipulates so, for example: if the Companies Law stipulates that a partner's silence on amending the company contract is considered acceptance, then in this case, silence is considered acceptance.

• Second: If silence is a "presumption of acceptance," meaning there is a clear indication that silence signifies acceptance, such as when one person offers something specific to another and requests a response within a certain period, and the other party remains silent within this period, with a prior relationship indicating that silence in this case is considered acceptance.

• Third: If silence is "considered acceptance by custom," meaning there is a specific custom in dealings indicating that silence in a certain situation is considered acceptance, for example: if there is a custom in commercial dealings that a merchant's silence on responding to a specific invoice is considered acceptance, then in this case, silence is considered acceptance.

• Fourth: If silence is "for the necessity of dealings," meaning there is a necessity in dealings that calls for considering silence as acceptance, for example: if a person sends specific goods to another and requests a response within a certain period, and the other party remains silent within this period, with a necessity in dealings that calls for considering silence as acceptance, then in this case, silence is considered acceptance.

It should be noted that these cases exempted by the article do not constitute an exception to the principle that silence does not constitute acceptance, but rather they are special cases where silence indicates acceptance by presumption, custom, or necessity, and they do not violate the rule of the article.

Explanation of Article 98

This article addresses the statement of "withdrawal of the offer," which is: the termination of the offer before it is accepted. The article clarifies that the default rule regarding the offer is that it "can be withdrawn," meaning that the offeror has the right to withdraw their offer before it is accepted, except in cases that the article exempts, which are:

• First: If "the offeror specifies a period for acceptance," meaning that the offeror sets a specific period for responding to their offer. In this case, they are not allowed to withdraw their offer before the end of this period. For example, if a person says to another: "I am selling you this car for a week," they cannot withdraw their offer before the week ends.

• Second: If "the offer includes an indication that it cannot be withdrawn," meaning that there is a provision in the offer indicating that it cannot be withdrawn. For example, if a person says to another: "This offer cannot be withdrawn," they cannot withdraw their offer.

It is worth noting that this rule applies to all types of offers, whether explicit or implicit, written or verbal, whether made in the presence of the contract or through a message, or by modern means of communication, and whether directed to a specific person or to the public.

The withdrawal of the offer results in the termination of the offer, so it does not produce any legal effect.

As for the "lapse of the offer," which is: the termination of the offer before it is accepted, it will be discussed in detail in Article (99).

Explanation of Article 99

This article addresses the statement of "lapse of the offer," which is: the termination of the offer before it is met with acceptance. The article stipulates that the offer lapses in two cases:

• First: If "the offer is rejected by the person to whom it was directed," meaning that the other party to whom the offer was directed rejects it, then they may not accept the offer afterward. For example, if a person offers to sell their car to another, and the other party rejects it, they may not accept the offer later.

• Second: If "the specified period for acceptance expires without acceptance being issued," meaning that the period specified by the offeror for responding to the offer expires without acceptance being issued by the other party. In this case, the offer lapses and cannot be accepted afterward.

It is worth noting that this ruling applies to all types of offers, whether explicit or implicit, written or oral, whether made in the contract session or by message, or through modern means of communication, and whether directed to a specific person or to the public.

The lapse of the offer results in the termination of the offer, so it does not produce any legal effect.

Explanation of Article 100

This article addresses the explanation of "acceptance," which is: the expression of the second contracting party's will to conclude the contract, and it is the second pillar of the contract.

The article stipulates two conditions for the validity of acceptance:

• First: The acceptance must be "identical to the offer," meaning: the acceptance must match the offer in all its terms, without any change or modification. For example, if a person offers another to sell his car for a certain amount, and the other party accepts to buy it for a lesser amount, this is not considered acceptance identical to the offer, and the contract is not concluded.

• Second: The acceptance must be communicated to the knowledge of the person to whom the offer was made," meaning: the acceptance must reach the knowledge of the other party to whom the offer was directed. It is not sufficient to merely express the will; the other party must be aware of this acceptance. For example, if a person sends another a message announcing his acceptance of the offer to sell his car, the acceptance is not considered valid unless the message reaches the other party and he becomes aware of it.

It is worth noting that this condition applies to all types of expression of will, whether explicit or implicit, written or oral, whether at the contract meeting or by message, or through modern means of communication, and whether directed to a specific person or to the public.

The failure of either of these two conditions results in the invalidity of the acceptance, and it does not produce any legal effect.

As for "withdrawal of acceptance," which is: the annulment of acceptance before it is coupled with the offer, it will be discussed in detail in Article (101).

Explanation of Article 101

This article completes the effects of the contract concerning third parties; it clarifies the provisions of "stipulation for the benefit of a third party," where two parties contract, one being the stipulator who contracts in his name, and the other the promisor, in executing the promisor's obligations for the benefit of the third party, who is the beneficiary, without the beneficiary being a party to the contract concluded between the stipulator and the promisor.

Applications of stipulation for the benefit of a third party include: the cooperative health insurance contract concluded by an employer for the benefit of his workers, the cooperative protection insurance contract concluded by a person for the benefit of certain relatives in the event of his death or total disability, and the contract of work, especially with the state, if the employer stipulates conditions for the benefit of his workers, such as setting a minimum wage or compensations, and the sale of a business if the seller stipulates to the buyer to retain the workers and not reduce their wages, or if the seller stipulates to the buyer to retain part of the price as security for another debt on the seller.

The first paragraph clarified that the stipulation for the benefit of a third party must meet three conditions: The first condition: The stipulator must contract in his name, not in the name of the beneficiary, and the beneficiary should not be a party to the contract, thus distinguishing the stipulation for the benefit of a third party from agency. The second condition: The stipulator must stipulate a direct right for the beneficiary against the promisor. If the beneficiary acquires the right indirectly, such as through accident insurance or liability caused by a person to others, or acquires it through assignment or succession, it is not considered a stipulation for the benefit of a third party. The third condition: The stipulator must have a personal material interest, such as an employer insuring health insurance for the benefit of his workers, or a moral interest, such as a person insuring protection for the benefit of his children, thus distinguishing the stipulation for the benefit of a third party from negotiorum gestio; the gestor has no personal interest in the work he performs for the benefit of the beneficiary.

The second paragraph explained the effect of the stipulation for the benefit of a third party. Besides the relationship that binds the stipulator to the promisor and the relationship that binds the stipulator to the beneficiary being governed by general rules like any other contract, what distinguishes the stipulation for the benefit of a third party is that it grants the beneficiary a direct right against the promisor, even though he is not a party to the contract. Therefore, the beneficiary can demand the promisor fulfill his obligation through a direct claim, and the beneficiary becomes a creditor to the promisor like other creditors. Conversely, this right does not fall under the general guarantee for the stipulator's creditors, and they cannot enforce it.

The right acquired by the beneficiary originates from the stipulation contract and is established from that time, not from the time he wishes to benefit from the stipulation. This results in several rulings, including:

1. The promisor can invoke defenses arising from the contract, such as annulment, nullity, and rescission, against the beneficiary because the source of the obligation is the contract.
2. The contracting parties, the stipulator and the promisor, can define this right according to their agreement; for example, the stipulator may have the sole right to demand the promisor fulfill his obligation to the beneficiary, or they may agree to make the beneficiary's right revocable or irrevocable.

• The validity of the stipulation is not affected by the promisor losing his capacity after the stipulation contract and before the beneficiary declares his wish to benefit from it.
• The creditors of the beneficiary have the right to challenge the non-effectiveness of his refusal of the stipulation if it results in his debts encircling his assets.

The third paragraph clarified that the stipulator may demand the promisor to fulfill what was stipulated for the benefit of the beneficiary and may file a direct claim in his name, even if it is not stipulated in the contract. This is because, in stipulation for the benefit of a third party, the stipulator usually has a personal material or moral interest in this stipulation; this interest entitles him to file the claim and demand himself. Moreover, it is permissible to stipulate that he alone has the right to demand the promisor fulfill what was stipulated for the benefit of the third party; for example, a charitable association may stipulate to those contracting with it to provide training programs for low-income individuals and retain the association's sole right to demand the promisor fulfill what was stipulated for others.

Explanation of Article 102

This article completes the explanation of the provisions regarding stipulation for the benefit of a third party, detailing the provisions for revoking the stipulation and its effects. The first paragraph clarifies that the right of the beneficiary, acquired under the contract of stipulation for the benefit of a third party, is not revocable by the stipulator alone. The stipulator has the right to revoke the stipulation, replace the original beneficiary with another, or transfer the benefit to themselves. The right to revoke is a personal right that creditors cannot exercise on behalf of the debtor, nor does it transfer to heirs. If the stipulator dies without revoking the right and before the beneficiary accepts, the heirs cannot revoke it; allowing them to do so would mean revoking a right not revoked by their predecessor for their own benefit.

The right to revoke is nullified by the beneficiary notifying either the promisor or the stipulator of their acceptance of the stipulation. It suffices for the beneficiary to inform either party, not necessarily both, to establish their right. This acceptance is not an acceptance of an offer presented to them, nor does it create a contract, but rather affirms their right under the stipulation contract. Acceptance is considered a unilateral legal act and does not require the other party's consent. The beneficiary must have the capacity to contract at the time of acceptance, which can be explicit or implicit, without any specific form or condition. If the relationship between the stipulator and the beneficiary is a donation, acceptance is valid without possession, as this is not a direct gift requiring possession like a gift contract. If the beneficiary rejects the stipulation, the stipulator retains the rights outlined; they can revoke the stipulation, replace the beneficiary, or transfer the benefit to themselves.

The stipulator cannot revoke the stipulation or replace the beneficiary if it harms the promisor's interest. For example, if a store seller stipulates that the buyer offers discounts to a specific group of consumers or the neighborhood where the store is located or provides suitable housing for workers, replacing the beneficiary would harm the promisor's interest, as they accepted due to the indirect benefit it provides.

Since the source of the beneficiary's right is the stipulation contract, the stipulator and promisor can define this right as they agree, provided it does not violate public order. They may agree at the time of the contract on:

1. The stipulator completely relinquishing their right to revoke the stipulation, thus having no right to revoke or replace the beneficiary. If the beneficiary rejects the stipulation, it is annulled due to impossibility of execution.
2. The right to revoke being solely the promisor's, allowing them to replace the beneficiary with the stipulator or another beneficiary, preventing the promisor from evading their obligation at will.
3. Revocation requiring the consent of both the stipulator and the promisor.
4. The stipulator retaining the right to revoke or replace the beneficiary even after the beneficiary accepts the stipulation or if it conflicts with the promisor's interest. The beneficiary's acceptance does not prevent revocation if it is stipulated, even if the contract between the beneficiary and stipulator is a donation. In a direct gift contract, the donor may stipulate the right to revoke under certain conditions for a legitimate purpose, and the promisor's acceptance that the stipulator alone has the right to revoke, even if it conflicts with the promisor's interest, does not invalidate this condition, as it constitutes a waiver by the promisor of their right.

Thus, what the article stipulates are supplementary rules, indicating the presumed intent of the contracting parties in the absence of an agreement, allowing them to agree otherwise.

The second paragraph clarifies that revoking the stipulation does not discharge the promisor's obligation unless the stipulator explicitly or implicitly releases the promisor from the stipulation, whether this release occurs upon revocation or by agreement at the time of the contract that revocation discharges the promisor.

Therefore, if the stipulator revokes the beneficiary's right without appointing another beneficiary and does not release the promisor or agree at the time of the contract that revocation discharges them, the right reverts to the stipulator themselves. The right is considered established for them from the time of the contract, not from the time of revocation, and the contract is like any ordinary contract, with its effects limited to the parties involved. The right is not transferred from the beneficiary who was replaced but is established by the stipulation contract. The stipulator may also, after revoking the stipulation and reverting it to themselves, appoint another beneficiary, unless there is an agreement between the stipulator and the promisor to the contrary.

Explanation of Article 103

The previous articles determined the provisions of stipulation for the benefit of a third party and its effect. This article establishes that for the stipulation for the benefit of a third party to be valid, it is not required for the beneficiary to be present at the time of the stipulation. It is permissible for the beneficiary to be a future person; for example, a person may enter into a cooperative insurance contract with an insurance company for the protection of his children, whether they are present or born later, whereby he pays insurance premiums, and in the event of his death or total disability and the fulfillment of compensation conditions, the company pays the insurance amount to those present at the time. Similarly, two parties may enter into a contract, and one party may stipulate to the other to provide health insurance, work injury insurance, training programs, or a minimum wage for those who will work for the other party, i.e., the contractor. Such a condition is prevalent in franchise contracts and government franchise contracts. It is also permissible for the beneficiary to be a legal entity not present at the time of the contract, such as when a franchisor stipulates that the franchisee provides services for free or at reduced fees to existing or future orphan associations in a specific area.

The default is for the beneficiary to be specified at the time of the contract, but it is also permissible for the beneficiary to be unspecified at the time of the contract if it is possible to specify them at the fulfillment of the stipulated obligation, whether the person is a natural person; for example, a person may stipulate that the beneficiary is one of his children who is unemployed at the time of fulfilling the obligation, so the deserving one is not known until then, or a legal entity, such as stipulating that the beneficiary is the best university or charity in a specific area according to a classification issued by a specific official body at the time, so that association is not known until fulfillment.

Explanation of Article 104

The article includes three legal rules that the judge must adhere to when interpreting the contract, and the scope of application of each rule varies according to the following:

First case: The contract's wording is clear: The first paragraph outlines the legal rule for this case. If the contract's wording is clear, it is not permissible to deviate from its meaning under the pretext of interpreting it to search for the contracting parties' intent. In this case, the judge does not need to justify his ruling beyond stating that this is the clear meaning that expresses the contracting parties' intent. The clarity of the wording refers to the clarity of its indication of their intent, not the clarity of its terms. If the judge finds that their shared intent contradicts the meaning of the wording they used, because the contracting parties did not choose the wording that expresses their intent, or if their clear wording is surrounded by circumstances that suggest a different meaning, the judge should adopt the shared meaning. In this case, the reasons for abandoning the apparent meaning of the wording must be stated.

Second case: The contract's wording is unclear and can be interpreted: The second paragraph outlines the legal rule for this case. If the contract's wording is ambiguous and there is room for interpretation, it must be interpreted by searching for the contracting parties' shared intent without relying solely on the literal meaning of the terms. Ambiguity may exist even if some of the contract's terms are clear if they conflict with other terms, making the contracting parties' intent unclear. Thus, ambiguity differs from adhering to a meaning that contradicts the apparent wording as previously mentioned. The paragraph outlines several means—not exhaustively—that the judge can use to interpret the contract to reach their true intent. These means are divided into two sections:

First section: Internal means, i.e., from the contract itself, mentioned in the paragraph: A- The nature of the transaction, whether it is a sale, lease, loan, speculation, or otherwise, helps the judge determine the contracting parties' intent from the potential wording. It is reasonable that when the contracting parties did not explicitly state their intent, they intended to leave the contract governed by its nature. B- The circumstances of the contract, including prior or concurrent understandings and agreements related to the contract's subject, as well as the honesty and trust that should prevail between the contracting parties. Honesty is obligatory for the contracting party, and trust is their right. If there is ambiguity or confusion in the expression and it can be discerned or could have been discerned, honesty requires not exploiting this ambiguity or confusion, and trust requires that the person relies on the expression directed to them according to its apparent meaning and that the apparent meaning is what the offeror intended. Thus, the contract's terms are based on honesty and trust between them. The judge also uses general rules in interpretation; if the contract's wording can have more than one meaning and one of these meanings produces a legal effect, the wording is interpreted in this way, applying the rule: "It is better to give effect to words than to disregard them." If it is impossible to give effect to the words in any way, they are disregarded and considered void, applying the rule: "If it is impossible to give effect to words, they are disregarded." The term is interpreted according to its original meaning; a distant figurative meaning is not adopted unless there is something that takes the term out of its reality, applying the rule: "The original meaning of words is their reality." Contract terms must be interpreted in relation to each other; a single term cannot be isolated from the rest, as there may be an unrestricted term that is restricted by a preceding or subsequent term, applying the general rule: "The unrestricted is treated as unrestricted unless there is evidence of restriction by text or indication."

Second section: External means, mentioned in the paragraph: A- Custom, meaning the contract is applied according to the prevailing custom in dealings, as it is assumed that the contracting parties are aware of the established custom in dealings, and their intent is interpreted according to the custom unless they explicitly state otherwise. If the contract's wording is vague, custom is used to interpret it. The conditions for considering custom are outlined in the explanation of Article (720). B- The usual dealings between the contracting parties and their circumstances, which are more specific than custom, as they may be limited to the contracting parties and not a settled custom in the market, thus interpreting the contracting parties' ambiguous intent. For example, if they agree that the price is at the market rate without specifying which market, but their usual dealings consider a specific market, that market is considered. The end of the paragraph states that in interpreting the contract, the contract's terms should be interpreted in relation to each other, giving each term a meaning that does not conflict with other terms, as the contract's terms complement each other, and each term's interpretation must consider the other terms that clarify or restrict it.

Third case: Doubt in the meaning of the wording: The third paragraph outlines the case of doubt in identifying the contracting parties' shared intent, where the wording can be interpreted in multiple ways without a preference for any. In this case, the doubt is interpreted in favor of the party bearing the burden of the obligation or condition. Accordingly: A- Doubt in an obligation is interpreted in favor of the debtor of this obligation; for example, if the contract's wording suggests the obligation to fulfill something of high or medium quality without preference, it is interpreted as medium quality. B- Doubt in a condition is interpreted in favor of the party bearing the burden of that condition, whether they are the creditor or debtor. This includes doubt in conditions modifying contractual liability, such as if the contracting parties agree in a sales contract to increase the seller's liability for warranty or defect, ensuring the value of the sold item upon warranty even if it exceeds the price or ensuring any defect even if it does not reduce the value or benefit of the sold item. The condition is interpreted in favor of the seller in case of doubt, as they bear the burden of this condition. If the contracting parties agree in a sales contract to exempt the seller from warranty or defect liability by waiver or reduction, such as the seller stipulating that only the price is refunded upon warranty without other compensations or stipulating their release from hidden defects, the condition is interpreted in favor of the buyer in case of doubt, as they bear the burden of this condition. The justification for adopting the less binding meaning for the party bearing the burden of the obligation or condition is that the original state is the clearance of their liability from the amount of the obligation or condition in doubt, applying the general rule: "Certainty is not removed by doubt." The party for whom the obligation or condition is beneficial bears the burden of proving the doubtful amount, and if they fail to prove it, only the amount supported by evidence is considered. The application of this rule considers that its scope is in cases of doubt, i.e., equal probabilities. If one probability is favored, it is adopted. The paragraph exempts the application of this rule if the contract is a contract of adhesion, interpreting doubt in favor of the adhering party, as the other party drafted the contract and set its terms. If some of its terms are ambiguous and doubtful, the error is theirs, and they bear their shortcoming, while the adhering party—the weaker party, whether creditor or debtor—has no hand in this ambiguity, as their acceptance is merely submitting to the terms set by the other party. It is important to note in applying this article's ruling to distinguish between the case of contract ambiguity or doubt with the possibility of interpretation and the case where it is impossible for the judge to interpret the contract regardless of the doubt, where it becomes clear that there is no shared intent between the contracting parties, as each intended something different from the other, indicating that the contract was not concluded.

Explanation of Article 105

This article addresses the first reason for dissolving the contractual relationship, which is termination by mutual consent. It is an agreement between the two parties, after the contract has been concluded and before it expires, to cancel it. For example, the seller and buyer may agree to cancel the contract after it has been concluded and before execution, or the lessor and lessee may enter into a lease contract for a year and then agree after six months to dissolve the contract for the remaining period.

Termination by mutual consent is recommended because it involves leniency in dealings. In the Hadith of the Prophet (peace be upon him): "Whoever cancels a transaction with a regretful person, Allah will cancel his slip on the Day of Judgment" (7).

Since termination by mutual consent arises from the agreement of two wills to create a legal effect, it is subject to the general conditions and provisions of the contract. It requires the consent of the contracting parties and their capacity to contract. If there is a defect in consent, it can be annulled. It is concluded by an offer and acceptance, either explicitly or implicitly. The offer and acceptance must match and be connected in a customary manner. The party offering the termination may withdraw from it unless acceptance has been issued.

Since termination by mutual consent is based on the agreement of the contracting parties, they may agree to terminate with the same consideration as the original, less, or more, and with the same conditions as the original contract or with modifications. It can apply to all or part of what the contract covered, such as if the sale involves several items and they agree to terminate the sale for some but not others.

The primary effect of termination by mutual consent is retroactive annulment, returning the parties to their pre-contractual state unless they agree otherwise or circumstances indicate their intention for it not to have a retroactive effect. For example, if the contract is a time-based contract like a lease, the termination applies to the future and not the past, or if the request for termination comes after the contract has been executed and expired, it is considered a new contract. Whether the termination has a retroactive effect or not, it does not affect the rights of third parties. A contracting party cannot invoke the termination against the special successor of the other contracting party if the latter has acquired a real right in good faith.

Explanation of Article 106

This article addresses a second reason for contract termination, which is the option of condition; the first paragraph states the permissibility of the contracting parties agreeing at the time of the contract that one or both of them or a third party has the right to opt out of the contract. For example, a sale may be made with the condition that the seller, the buyer, both, or a third party has the right to withdraw from the contract within ten days. The option of condition differs from the resolutory condition in case of breach of obligation as stated in Article (108); the purpose of the latter is to give the creditor the right to terminate in case of the debtor's breach without the need for a court ruling, while the purpose of the option of condition is to allow the contracting party to deliberate and consider before the contract becomes final and binding on them. This option is not related to breach, as the party with the option can withdraw from the contract at their own discretion even if there is no breach by the other party; however, for the withdrawal to be valid, the other contracting party must be informed within the specified period for the option. Consequently, no effect is attributed to the withdrawal unless the other contracting party is informed. The paragraph clarifies that this withdrawal is considered a termination of the contract; meaning that it results in the effects of termination, such as the contract being nullified retroactively and the parties returning to their pre-contract state, without requiring a warning or breach for withdrawal. This distinguishes the option of condition from earnest money; in the case of earnest money, the contract does not nullify retroactively upon withdrawal, and the parties do not return to their pre-contract state, unlike withdrawal in the option of condition.

The option of condition is supported by the saying of the Prophet, peace be upon him: "The two parties to a sale have the option as long as they have not separated, unless it is a transaction with an option" (8). One of the meanings of a transaction with an option is that the contracting parties agree on the option for both or one of them after separation. The wisdom behind its legitimacy, as previously mentioned, is deliberation, as the contracting party may need to arrange their affairs or test the sold item before the contract becomes binding on them. One of its applications in this system is the sale with a trial condition as stated in Articles (310-312).

Several rulings can be derived from the article:

1. The option of condition is not limited to instantaneous contracts like sales; it is also valid in time-bound contracts like leases, and withdrawal does not have a retroactive effect. It is not limited to consensual contracts either; it is valid even in formal and real contracts, as establishing the right to withdraw does not prevent the contract from being concluded.
2. The option of condition is considered an obligation contingent upon a resolutory condition, not a suspensive one, meaning the contract is effective from the time of its conclusion, and when the party with the option chooses to withdraw, the contract is nullified retroactively, and the creditor must return what they received. The effect of termination relates back to the time the contract was formed unless it is clear from the parties' intent or the nature of the contract that the effect of withdrawal is only at the time the condition is fulfilled. The ruling of the article is not of public order, so if it is clear from the circumstances of the contract that the parties intended the contract's effectiveness to be contingent upon the acceptance of the party with the option, it is valid, and the contract is contingent upon a suspensive condition, which is the acceptance of the party with the option.

The conclusion of the paragraph clarifies that if the contracting parties agree on the option without specifying its duration, this does not invalidate the contract; rather, the contract is valid, and the duration is determined according to custom and the circumstances of the contract. If they disagree on its determination, the court will determine it, as the parties' intent when agreeing on the right to the option without specifying its duration indicates they intended to determine it by custom and the circumstances of the contract; this is merely an interpretation of the parties' intent according to what dealings and the nature of the contract require.

It is clear from the paragraph that the duration of the option of condition is not limited to a specific period, and it is permissible to agree on any duration, even if it is long.

The second paragraph of the article outlines two cases in which the option of condition is forfeited: The first case: If the party with the option issues something indicating the forfeiture of their right to the option, whether by explicit expression, such as saying: "I have forfeited my right to terminate" or "I have confirmed the contract," or by implicit expression, such as making a legal disposition of the item subject to the contract; for example, if a person buys a specific item with an option condition and then sells, leases, gifts, or mortgages it during the option period, this is considered an implicit forfeiture of their right to withdraw. However, merely offering the item for contract, such as offering it for sale or lease without concluding the contract, does not forfeit the option, as this action does not rise to the level of being an indication of forfeiting this right.

The second case: If the option period passes without the party with the option choosing to withdraw, their right to withdraw from the contract is forfeited, and the contract becomes final, with no right to withdraw. This also distinguishes the option of condition from earnest money; the silence of the party with the option until the end of the option period is considered a forfeiture of their option to withdraw, and the contract becomes final for them, while the silence of the earnest money giver until the end of the withdrawal period is considered a withdrawal from the contract.

The conclusion of this paragraph states that if the option is for both contracting parties, the forfeiture of one party's option does not result in the forfeiture of the other party's option unless the contract or custom dictates otherwise, as the default is the independence of each party's right from the other.

It is worth noting that the provisions contained in the article do not apply to statutory provisions established to protect the consumer in certain activities, where the consumer is granted the right to cancel or withdraw from the contract within specific periods, such as consumer financing rules, electronic transactions, and others. The right to cancel or withdraw in those cases originates from those rules, unlike the option of condition, which originates from the agreement of the contracting parties.

Explanation of Article 107

The subject of this article is judicial rescission for breach of obligation; the court may order rescission even if the contract does not include a rescission clause, provided that the conditions for judicial rescission are met. This is because a rescission clause is implicitly assumed in every contract that is binding on both parties. Reciprocal obligations are based on the interconnection between them, so if one party fails to fulfill their obligation, the other party may suspend the execution of their obligation, which is the defense of non-performance, or may be released from this obligation, which is rescission.

To impose judicial rescission, in addition to the common conditions with consensual rescission previously stated, three conditions must be met: The first condition: The part in which the breach occurred must be substantial in relation to the entire obligation. If the contract does not contain a rescission clause for the breach and the request for rescission is based on the implicit rescission clause, rescission cannot be imposed if this breach, according to the court's assessment, is of little importance in relation to the debtor's obligation. This is because such a breach is so insignificant that it was not intended by the contracting parties to rescind the contract for it, and the court limits the creditor's right to compensation if warranted.

Based on what the article has established, which is the general principle in judicial rescission, whenever a statutory provision grants the contracting party the right to request rescission, the court must verify that what the debtor failed to fulfill is substantial; otherwise, it will reject the request for rescission, even if the provision does not restrict the right to request rescission to the part that the debtor did not fulfill being substantial. This is because what the article has established as a general rule applies to any judicial rescission without the need to repeat these conditions in every instance; restricting rescission to a request submitted to the court and not a unilateral rescission requires that the rescission be judicial according to the conditions set forth in this article, which must be met before the court rules on it, unless the system specifies otherwise in a particular case.

The second condition: The creditor must request the imposition of rescission, which can only be done by filing a lawsuit requesting rescission. This right is established for the creditor or their successor, whether general or specific, or the assignee or the payer with the right of subrogation, as well as for the creditor by indirect action.

As a result, the debtor can avoid rescission by fulfilling their obligation before the final judgment is issued, whether the debtor was warned or not, unless the court finds that this late fulfillment harms the creditor.

The creditor, after filing a rescission lawsuit, may switch to requesting specific performance before the judgment, and similarly, if they filed a lawsuit for specific performance, they may switch to requesting rescission unless they have explicitly or implicitly waived the right to rescission. Merely filing a lawsuit for specific performance and then switching to a request for rescission does not constitute a waiver of the rescission request.

As stated in the first condition, based on what the article has established, which is the general principle in judicial rescission, whenever a statutory provision grants the contracting party the right to request rescission of the contract, it does not prevent them from requesting its execution; the provision for the right to request rescission does not negate their right to request execution, unless the system specifies otherwise in a particular case.

The court has the discretionary power to impose rescission, and before ruling on rescission, it may grant the debtor, in exceptional cases, a reasonable period to fulfill their obligation if their situation requires it and if this delay does not cause significant harm to the creditor, according to what is established in Article (275). It may also reject the rescission request if it finds that the part not executed is of little importance or that the rescission requester is also in breach of their obligations.

The rescission lawsuit is subject to a statute of limitations, as previously stated, of ten years from the creditor's right to request rescission, i.e., from the time of non-performance or from the time of warning if required.

The third condition: Issuance of a rescission judgment, which distinguishes judicial rescission from consensual rescission, as in judicial rescission, rescission only occurs by a judge's ruling, which creates the rescission rather than merely confirming it.

The court, along with the rescission or execution judgment, may require the debtor to compensate if warranted; in the case of a rescission judgment due to one of the contracting parties' fault, this party is not only required to return what they received but also to compensate the other contracting party for the damage caused by this fault. In the case of an execution judgment, whether by the creditor's request for execution, or the rejection of the rescission lawsuit due to the debtor's fulfillment after the lawsuit was filed, or because the part in which the breach occurred does not warrant rescission according to the court's assessment, it may require the debtor to compensate the creditor for the damage caused by this breach.

Explanation of Article 108

The subject of this article is the consensual termination, i.e., termination by virtue of a resolutory condition, which is when the contracting parties agree that the creditor has the right to terminate the contract if the debtor breaches his obligations without the need for a judicial ruling. In this case, the termination occurs at the creditor's discretion, and it is not necessary to file a lawsuit as it takes effect once the condition is fulfilled. If practical necessities require the creditor to resort to the judiciary to obtain a termination ruling, the judge's ruling will confirm the termination rather than create it.

The consensual termination requires the four conditions shared with judicial termination mentioned in the introduction of this section (Third - Termination for Breach of Obligation).

It is clear from the article that consensual termination does not occur by the force of law as is the case with dissolution due to impossibility of performance, but the creditor must assert it, and the debtor cannot assert the termination if the creditor does not. The existence of the resolutory condition does not prevent the creditor from requesting the execution of the contract instead of its termination.

Consensual termination differs from judicial termination in that judicial termination assumes the existence of an implied resolutory condition in the contract based on the interdependence of reciprocal obligations in the contract without the contracting parties mentioning the resolutory condition. Therefore, this condition does not necessarily require termination; rather, it is subject to the judge's discretion regarding the extent of the breach's qualification for termination. The judge may grant the debtor a grace period even after a termination lawsuit is filed, and the debtor may avoid termination by fulfilling his obligation before the termination ruling if such late fulfillment does not harm the creditor. However, termination by the resolutory condition necessarily requires termination once the creditor asserts it; the judge has no discretion regarding the breach's qualification for termination concerning the debtor's obligation, nor can he grant the debtor a grace period; nor can the debtor avoid termination. The judge's authority is limited to verifying the availability of the consensual termination conditions and the occurrence of the breach warranting the application of that condition, and the debtor may dispute the fulfillment of the condition.

In consensual termination, the contract's wording must indicate that the creditor has the right to terminate the contract upon the debtor's breach of his obligation without the termination being contingent on a request submitted to the court for a ruling, such as stating that the contracting party has the right to terminate the contract or the right to terminate the contract and similar expressions indicating that termination does not depend on a court ruling. No specific wording is required for this agreement, as anything indicating this meaning achieves the intended purpose. However, if the contract's wording only implies the assumed resolutory condition present in all contracts or indicates that the creditor may request termination from the court upon the debtor's breach, a termination lawsuit must be filed, and the court's ruling will create the termination rather than reveal it, with full authority to assess its occurrence, and the debtor may avoid it before issuance if the court does not find that such late fulfillment harms the creditor.

The existence of the resolutory condition does not exempt from notifying the debtor upon breach unless the contracting parties agree to waive it or one of the cases mentioned in Article (176) is met. This agreement, i.e., the waiver of notification, must be explicit; it cannot be implicit. This is an exception to what is contained in paragraph (A) of the mentioned article, which allowed the waiver agreement to be explicit or implicit; thus, the waiver agreement for notification can be explicit or implicit for entitlement to compensation or transfer of risk of loss, but for the waiver of notification for consensual termination, it must be explicit.

There is no conflict between notifying the debtor and demanding execution even if the waiver of notification is explicitly stipulated and subsequent termination by virtue of the resolutory condition; this does not constitute a waiver by the creditor of his right to terminate.

Limiting consensual termination to some obligations does not extend it to others, nor does it deprive the creditor of the right to assert judicial termination for others.

The resolutory condition cannot be applied if it is found that the creditor has waived it explicitly or implicitly, nor does it prevent its valid application that asserting it is permissible for the creditor alone, as he retains the option between applying its effect and demanding execution.

Explanation of Article 109

The defect is against safety. It refers to anything that diminishes the value or utility of an item according to the intended purpose as stated in the contract or as apparent from the nature of the item or the purpose for which it was prepared. The article establishes a general rule regarding defect liability, which is that contracts of exchange are concluded on the basis of an implicit obligation, namely that the contracting party guarantees the safety of the subject matter of the contract that they are obligated to execute from defects, except for what is customary to tolerate. If it becomes apparent that the execution of the obligation by the contracting party is defective with a defect that is not customary to tolerate and the other contracting party was not aware of this defect and did not consent to it, this is considered a breach by the debtor of their obligation. The article thus confirms that a breach of obligation, just as it can occur by non-execution or delay, can also occur by executing it defectively; thus, the provisions of breach outlined in Articles (107, 108) apply. The assumption that contracts of exchange are based on the principle of being free from defects is because safety is usually the demand of the contracting party in exchange; since their purpose is to benefit from the item subject to the contract, and their benefit is not complete unless it is safe. They did not bear the corresponding obligation except to receive the right free from any deficiency, so safety was implicitly conditioned in the contract; and because contracts of exchange are based on the interconnection between reciprocal obligations, if the execution of one is defective, it is just for the other party to be able to release themselves from their corresponding obligation. Based on what the article has established:

1. The contracting party guarantees the defect in contracts of exchange such as sale, lease, and partnership, even if it is not stipulated in the contract. The stipulation by the buyer, lessee, or partner, for example, in the contract for the seller, lessor, or other partner to guarantee the defect is merely a confirmation of a right established by the system.
2. The contracting party does not guarantee the defect in donation contracts such as gifts, loans, and lending. However, they guarantee the damage that befalls the other contracting party due to the defect if they deliberately concealed it or guaranteed the safety of the contracted item from it.
3. The contracting party does not guarantee the defect that is customary to tolerate, even if it diminishes the value or utility of the item.
4. The contracting party has the right under defect liability to either uphold the contract or request its annulment. The court may reject the request for annulment for the defect and limit the contracting party's right to compensation if the defect is of little importance relative to the total obligation if the annulment is judicial. However, if the annulment is contractual, the court's role is limited to verifying the condition necessitating annulment due to the defect; thus, when a statutory provision grants the creditor the right to request annulment of the contract for the defect, this does not prevent them from requesting its execution if possible.

The defect, according to what the article has established, is of two types: The first type: Non-impactful defect; which is what is customary to tolerate, or does not diminish the value or intended utility of the item; this type is not guaranteed by the contracting party. The second type: Impactful defect; which is anything other than the first type; this defect is guaranteed by the contracting party; and it has two degrees: A. If the deficiency caused by the defect is minor and not significant in view of the total obligation and does not affect the contracting party's consent to the contract; the court, if there is no resolutory condition, may reject the request for annulment and limit the contracting party's right to compensation; applying the rule of judicial annulment for breach of obligation. B. If the deficiency caused by the defect is significant enough to affect the contracting party's consent to the contract; the contracting party has the option to request annulment or execution.

6. The contracting party, whether requesting execution of the contract or annulment, may request compensation for the damage caused by the defect; applying the rule of breach of obligation outlined in Article (107).

It is worth noting that defect liability, in addition to the provisions established for it under this article, is subject to the detailed provisions contained in this system and other systems, including the detailed provisions of defect liability in the contracts of sale and lease, which were not mentioned in the general theory because they do not apply to all contracts; they are more closely related to the contracts of sale and lease than to others such as agency, custody, and deposit contracts, in addition to donation contracts such as gifts, loans, and lending; therefore, the system detailed the provisions of defect liability in these two areas, taking into account the differences in the nature of each, in addition to the application of this general rule to them, and referred similar contracts to them according to their nature, such as partnership contracts.

Explanation of Article 110

This article addresses the rule of contract dissolution, which in this system refers to the dissolution of a contract by the force of the system, whereby the obligation and its corresponding obligation expire when performance becomes impossible due to reasons beyond the debtor's control. The difference between dissolution by the force of the system and contractual or judicial rescission is that dissolution occurs when performance is impossible due to reasons beyond the debtor's control, while rescission occurs when the obligation is not performed due to the debtor's default, whether specific performance remains possible but the debtor refrains from it, or it becomes impossible due to the debtor's default. In the latter case, the contract does not dissolve automatically but remains in effect, and the creditor may request the rescission of the contract as a penalty for the debtor's breach of obligation or seek compensation based on contractual liability. The consequences of dissolution are the same as those of rescission, with the parties returning to the state they were in before the contract. The first paragraph outlines the case of total impossibility of performance due to reasons beyond the debtor's control; in this case, the obligation and its corresponding obligation expire, and the contract dissolves automatically by the force of the system without the need for judicial or contractual rescission. If the corresponding obligation has been partially or fully performed, it is returned to its owner. Applications of this include the sale of a specific item that perishes before delivery due to force majeure as outlined in Article (329), or the total destruction of a specific leased item according to Article (420), or a partner's share in a company being a property right that perishes before delivery as stated in Article (533), or the death of a contracting party in a contract based on personal consideration such as agency and speculation according to Articles (502, 565). This rule applies even if the contract is conditional on a suspensive condition and performance becomes impossible before the condition is fulfilled for reasons beyond the debtor's control, so the condition does not have a retroactive effect in this case according to Article $(Y\cdot Y)$. The second paragraph outlines the case of partial impossibility due to reasons beyond the debtor's control; in this case, the obligation expires only in the impossible part and its corresponding part, whether in instantaneous contracts or temporary impossibility in time-based contracts. An example of the former is the sale of multiple specific items, some of which perish before delivery, and an example of the latter is a lease on a specific property for five years, followed by a regulatory decision prohibiting leasing in that area for two years. In both cases, the obligation expires by the force of the system only in the impossible part, and if the buyer or lessee has paid the full price or rent, the buyer retrieves the corresponding part of the price, and the lessee retrieves the corresponding part of the rent. The end of the article states that in the case of partial impossibility, whether in instantaneous or time-based contracts, the creditor may request the rescission of the contract, i.e., in the non-impossible part. The provision that rescission is not at the unilateral will of the creditor but rather by judicial request allows the court to reject the rescission request if the part that became impossible to perform is of little importance relative to the total obligation, such that it does not affect the contracting party's consent to the contract. The importance of the impossible part relative to the total subject of the contract may be evident from what is stated in the contract or from the nature of the contract's subject or the purpose for which it was intended, such as if the purpose of the sale or lease is not achieved except by that part which became impossible. If the impossible part is not significant, the court may reject the rescission request; this ruling aligns with what is stipulated in Article (107) regarding judicial rescission. This ruling applies as a general rule to applications of partial impossibility mentioned in the named contracts in this system, including partial destruction of the sold item before delivery or the leased item according to Articles (329, 421). The creditor is not entitled to compensation in the case of partial impossibility, whether they uphold the contract for the remaining part or request rescission, because the assumption in this matter is that the impossibility is due to reasons beyond the debtor's control, so they are not liable for compensation. It is evident from the above that the debtor bears the consequence of impossibility or dissolution by the force of the system, as they have no control over the impossibility and are relieved from their obligation, yet they cannot demand the creditor to perform the corresponding obligation, so the loss ultimately falls on the debtor, who bears its consequence. This is the principle of risk-bearing in bilateral contracts, based on the interconnection between reciprocal obligations. However, if the contract is unilateral, such as a gratuitous deposit, and performance becomes impossible due to reasons beyond the debtor's control, such as the deposited item perishing with the depositary due to force majeure, Article (294) stipulates that the debtor's obligation expires if they prove the impossibility of performance due to reasons beyond their control, and the corresponding obligation also expires if it exists. Thus, the one who bears the consequence is the creditor, i.e., the depositor, not the debtor, i.e., the depositary, because the creditor does not have an obligation to be relieved from in exchange for the debtor being relieved from their obligation. Therefore, it is generally correct to say that the one who bears the consequence of impossibility in bilateral contracts is the debtor, and in unilateral contracts, it is the creditor.

Explanation of Article 111

The article addresses the effect of termination regardless of its cause; whether by mutual agreement, by condition option, or due to breach of obligation, and whether the termination is judicial or consensual, as well as the effect of automatic termination due to the impossibility of execution by force of law. The first paragraph clarifies the general principle regarding the effect of termination or automatic termination, which is the dissolution of the contract and the contractual bond retroactively to the time of its conclusion, nullifying all effects generated by the contract, whether for the contracting parties or others, except as will be stated in the following articles (112, 113). The contracting parties return to the state they were in before the contract, each obliged to return what was received in execution of the contract and to return its fruits from the time of judicial demand according to general rules in accordance with articles (675, 676), all in accordance with the provisions of the return of undue payment as stated in article (148).

The creditor who is granted termination, whether restitution is possible or not, can claim compensation from the debtor if the failure to fulfill the obligation is due to his fault according to the general rule established in article (107). That is, if the termination is due to the fault of one of the contracting parties, this party is not only obliged to return what he received but also to compensate the other contracting party for the damage suffered as a result of that termination. However, the contracting party who did not fulfill his obligation cannot claim compensation. If the creditor demands the execution of the contract instead of its termination, he can claim compensation based on contractual liability because the contract remains in effect and its effects are valid for the contracting parties.

The end of the paragraph states that if restitution is impossible in the case of termination or automatic termination, the court shall award compensation. For example, in a sale, if the sold item perishes in the buyer's possession due to his fault, he is liable for compensation. If it is due to an external cause, he is not responsible for the loss of the sold item except to the extent of the benefit he received, and the seller is obliged to return the price according to the rules of undue payment.

The second paragraph outlines an exception to the general principle of retroactive effect of termination or automatic termination concerning time-bound contracts. It explains that contracts are of two types:

The first type: time-bound contracts, which are periodically executed contracts, also known as duration or extended contracts. These are contracts where time is an essential element, serving as the measure by which the subject of the contract is determined, either by its nature, like lease and employment contracts, or by the agreement of the contracting parties, like periodic supply contracts.

The second type: instantaneous contracts, where time is not an essential element, and the subject is determined independently of time, like sales. A contract does not cease to be instantaneous due to the incidental presence of time, either by the nature of the subject, like a contract for work, or by the agreement of the contracting parties, like a deferred sale.

The paragraph states that time-bound contracts do not have a retroactive effect upon termination; these contracts, by their nature, do not accept this effect because what has elapsed cannot be reversed. Consequently, what has elapsed before the termination retains its effects, and the effect of termination applies from the time it occurs. For example, in a lease, the rent due for the period before termination retains the nature of rent, not compensation.

The end of the paragraph stipulates that the court, upon the request of the creditor who is granted the termination of a time-bound contract, may award compensation for the damage suffered if the termination is due to the debtor's breach of obligation. This provision confirms the general rule established in article (107) that the contracting party, when requesting termination, can claim compensation. Time-bound contracts do not differ in this regard from instantaneous contracts; in both, the creditor can claim compensation with his request for termination or execution, and the fact that termination in a time-bound contract does not have a retroactive effect does not prevent this. It is evident that there is no room for compensation if the automatic termination of the contract is due to a cause beyond the debtor's control.

Explanation of Article 112

The default is that rescission removes the effect of the contract both in relation to the parties and the substance of the contract; however, this article and the following article (113) include two exceptions to this default; the first relates to the parties and the second relates to the substance of the contract. The default is that the effect of rescission is not limited to the contracting parties only; rather, it extends to third parties. If the contract is rescinded, its effect is nullified for the contracting parties and third parties retroactively if it is an instantaneous contract, and from the time of rescission if it is a time-based contract. For instance, if the contract was a sale and the buyer established a real right in the sold item, the seller retrieves the item upon rescission free from the real rights established by the buyer. Similarly, if the buyer sold the item to another, the seller retrieves it from the second party. However, the article clarifies that this effect does not extend to the special successor of either party; neither contracting party can invoke rescission against the successor of either party concerning any real right established in the subject matter of the contract, whether through ownership transfer, usufruct right, mortgage, or other real rights. The article stipulates two conditions for protecting the successor upon rescission of the contract: The first condition: The successor must be a special successor, such as a buyer or mortgagee from one of the contracting parties, a beneficiary of a usufruct right, or a legatee of a specific item. As for the general successor, the effect of the contract in terms of rights and obligations extends to them as it does to the contracting party themselves. The second condition: The right must be acquired in good faith, and the successor is considered in good faith based on what is established in article (86) regarding nullification - since rescission is akin to nullification in this context if the successor, at the time of contracting, was unaware of the reason leading to the rescission of their predecessor's contract and could not have known even if they exercised the diligence expected under the circumstances from a reasonable person. This ruling is based on two considerations: The first consideration: Although rescission has a retroactive effect, the right of the third party takes precedence because they acquired the right at a time when the contract was producing its effects, and rescission is an incident to the contract. The second consideration: This achieves stability in transactions; if this effect extended and continued, it would lead to transaction instability, and no person would be safe from having the item taken from them or their right nullified on the grounds that their predecessor or the one before them acquired the right through a contract that was subsequently rescinded. Contrary to contract nullification, where the inability to invoke it is limited to the special successor of the contracting party if they acquired a real right in exchange in good faith, the scope of protection for the special successor of the contracting party whose contract was rescinded extends to include anyone who acquired a right from their predecessor on a specific item, whether through exchange or donation, such as the buyer, the donee, the mortgagee, the beneficiary of a usufruct right, and the legatee of a specific item. The difference between rescission and nullification is evident; the former is an incident to the contract, whereas the latter accompanies the contract from its formation. If the subject of the real right is real estate, the contracting party can invoke it against the successor if they acquired the right after the annotation of the rescission lawsuit in the real estate register, as this is considered negligence on their part in verifying the property's freedom from third-party rights. This is stipulated in article (17) of the Real Estate Registration System, which states that the annotation of the lawsuits referred to in article sixteen of the system results in any right established by a final judgment in these lawsuits being binding on those whose rights were established or whose data was recorded in the real estate register after the mentioned annotation, provided the judgment is registered within (ninety) days from the date the judgment became final.

Explanation of Article 113

The article addresses the second exception to the general principle of rescission, which is that it nullifies the contract and cancels all obligations contained therein; the subject of this exception pertains to the substance of the contract. When a contract is rescinded, all obligations of both parties are nullified, except that the article exempts two types of obligations:

The first type: the dispute resolution clause, which is an agreement between the contracting parties regarding the resolution of disputes that may arise between them. This agreement may be a clause in the main contract or an independent agreement. It usually includes what the contracting parties are obliged to do to resolve the dispute should it arise, including the applicable law, litigation procedures, and alternative methods such as arbitration, mediation, conciliation, negotiation, and other related dispute resolution procedures. This obligation remains in effect between the contracting parties even if the contract is rescinded; because rescission is part of the dispute that the contracting parties presumably agreed to resolve according to the settlement clause between them. Nullifying this condition by rescission renders its stipulation futile, as a contracting party could evade it through rescission. Article (21) of the Arbitration Law in the Kingdom stipulates this concerning the arbitration clause, stating: The arbitration clause in a contract is considered an independent agreement from the other terms of the contract, and the invalidity, rescission, or termination of the contract containing the arbitration clause does not invalidate the arbitration clause itself if this clause is valid in itself.

The second type is the confidentiality obligation; it is an agreement between the owner of trade secrets and the party privy to them to maintain confidentiality. This agreement may occur in the pre-contractual stage, as in negotiation contracts, or it may be included as one of the terms of the contract concluded between the parties. The confidentiality obligation is an obligation to refrain from action, consisting of two main parts: first, refraining from disclosing secrets and ensuring their confidentiality, and second, refraining from exploiting the secrets accessed for personal gain without the owner's permission. For instance, if a contracting party wishes to purchase a certain technology and accesses confidential information about it, they must refrain from disclosing or transferring it to others or exploiting it for personal gain outside the scope of the agreement concluded between them.

Regardless of the legal characterization of this obligation as either an obligation of means or an obligation of result, if the contract includes a confidentiality obligation regarding the information each party obtains from the other, this condition remains in effect between the parties even if the contract is rescinded. The reason for this is evident; confidentiality is not limited to the contract but extends beyond its boundaries, and the nature of this obligation necessitates its continuation even if its source is a rescinded contract.

Explanation of Article 114

This article addresses the statement of the "fate of the contract" concluded by the agent without authorization, or by exceeding the limits of his agency. The article stipulates that this contract is "voidable," meaning that the contract is valid and produces its legal effects unless the principal requests its annulment. In this case, the contract is annulled and does not produce any legal effect.

It is worth noting that this provision applies to all types of contracts, whether they are contracts of exchange or donation contracts, and whether they are consensual contracts or formal contracts.

This article is considered one of the most important articles related to the fate of the contract, as it protects the rights of the principal and provides him with the opportunity to annul the contract if the agent was unauthorized or exceeded the limits of his agency.

As for "ratification," which is the principal's approval of the contract concluded by the agent without authorization or by exceeding the limits of his agency, it will be discussed in detail in Article (115).

Explanation of Article 115

This article addresses the introduction of the Minister of Justice in the context of the Saudi Civil Transactions Law. It discusses some of the provisions related to obligations by unilateral will. It states that an obligation by unilateral will can exist in cases determined by statutory texts.

Among the most important provisions related to obligations by unilateral will are:

1. The will must be definitive.
2. The subject of the obligation must be specific or capable of being specified.
3. The obligation must be future or present.
4. It must not be contrary to public order and public morals.

Explanation of Article 116

This article clarifies that the general provisions of the contract apply to unilateral acts, except for the requirement of two matching wills to create an obligation, and unless the statutory texts provide otherwise. This means that most of the rules related to the expression of will, capacity, defects of consent, subject matter, and cause also apply to obligations arising from a single will.

Explanation of Article 117

This article addresses the promise of a reward to the public, specifying the conditions and effects of this promise, and it is one of the most important applications of unilateral obligation. These conditions include that the promise must be for a specific reward for a particular act, and that the promisor is obliged to give the reward to whoever performs this act, even if it is done without knowledge of the promise. The article also discusses the provisions for revoking the promise and its effects, as well as the statute of limitations for filing a claim for the reward.

Explanation of Article 118

This article addresses the scope of application of the provisions of the chapter on liability for harmful acts. These provisions apply to liability arising from harmful acts by any person, whether natural or legal, taking into account the statutory provisions specific to liability in certain cases.

Explanation of Article 119

This article clarifies the relationship between civil liability and criminal liability. It affirms that civil liability does not affect criminal liability, and that criminal punishment does not influence the determination of the scope of civil liability or the assessment of compensation. It excludes from this the lack of effect of one on the other in certain cases related to the time limits for hearing the case, procedural and judicial aspects, and evidence.

Explanation of Article 120

This article defines the elements of liability for a harmful act, which are three: fault, damage, and causation. These elements are common to both contractual and tortious liability. The article clarifies that fault has two essential components: material (assault or negligence) and moral (awareness). It also states that the damage must be certain and direct.

Explanation of Article 121

This article addresses a simple legal presumption related to the element of causation in liability for harmful acts. It stipulates that if the harmful act is direct, the damage is considered to have arisen because of it, unless evidence to the contrary is provided. This relieves the injured party from the burden of proving causation in cases where the damage is a direct result of the act.

Explanation of Article 122

This article clarifies that a person is liable for a harmful act if it is committed by someone who is discerning. In other words, discernment is the basis of liability. The article also establishes a mitigated liability for those who are not discerning (such as minors who are not discerning and the insane) in exceptional cases, in order to compensate the damage suffered by the injured party, while at the same time taking into account the general rules of liability.

Explanation of Article 123

This article addresses the first case of exemption from or mitigation of liability, which is the case of legitimate defense. The article stipulates that anyone who causes harm while in a state of legitimate defense of oneself, honor, or property shall not be held liable, provided that their defense does not exceed the necessary extent to repel the aggression. If this extent is exceeded, they shall be obliged to compensate to the extent deemed appropriate by the court.

Explanation of Article 124

This article addresses the second situation that requires the mitigation or negation of liability, which is the state of necessity. The article stipulates that a person who causes harm to another in order to avoid a greater imminent harm to themselves or others is not obliged to compensate except to the extent deemed appropriate by the court. This provision aligns with the Sharia rules that consider the judgments of necessity and are measured accordingly.

Explanation of Article 125

This article addresses the cases of exemption from liability in relation to causality. It stipulates that a person shall not be held liable if it is proven that the damage arose from a cause beyond their control, such as force majeure, the fault of another, or the fault of the injured party themselves. The article specifies the most important of these cases: force majeure, the act of another, and the act of the injured party. The burden of proving these cases lies with the person who claims them.

Explanation of Article 126

This article addresses the ruling on a public employee causing harm while executing a mandatory order. It stipulates that the employee shall not be held liable for his actions that harm others if he performed them in execution of a statutory provision or an order issued to him by his superior, provided that obedience to this provision or order was obligatory for him, or he believed with acceptable justification that it was obligatory. He must prove that he had reasonable grounds to believe in the legality of the action and that he exercised caution and prudence in his conduct.

Explanation of Article 127

This article addresses the ruling on the multiplicity of parties responsible for a harmful act. It stipulates that if there are multiple parties responsible for causing a harmful act, they are jointly liable for compensating for the damage. The court determines each party's share of the compensation based on the severity of the fault and the extent of their contribution to causing the damage. If this is not possible, the responsibility is shared equally among them. These provisions apply to cases where two persons contribute to causing the damage without one party's fault completely overshadowing the other's fault.

Explanation of Article 128

This article addresses the ruling on the injured party's participation in the fault that caused or increased the damage. It stipulates that if the injured party's fault contributed to causing the damage or increasing it, their right or part of their right to compensation is forfeited, in proportion to their participation in it. This applies when the injured party's fault causes or increases the damage, or when they fail to take the necessary measures to prevent or mitigate the damage.

Explanation of Article 129

This article addresses the responsibility of the person tasked with supervision for the actions of the one under their supervision, which is one of the two forms of liability for the actions of others. It stipulates that anyone who is required by law, agreement, or judgment to supervise a person due to their young age or mental or physical incapacity is responsible for the damage caused by that person, unless the supervisor proves that they fulfilled their duty with the necessary care or that the damage was inevitable even if they had performed this duty. The article also clarifies the responsibility of the superior for the actions of their subordinate and the right to recourse against the person who caused the damage.

Explanation of Article 130

This article addresses the ruling on liability for damage caused by an animal. It stipulates that the animal's keeper is responsible for compensating for the damage caused by the animal, unless it is proven that the damage was due to a cause beyond their control. This liability is based on presumed responsibility, where fault is assumed on the part of the keeper, and contrary evidence is only accepted by negating the causal relationship.

Explanation of Article 131

This article addresses the liability for damage resulting from the collapse of a building. It stipulates that the custodian of the building is responsible for compensating for the damage caused by the collapse of the building, in whole or in part, unless it is proven that the damage is not due to negligence in maintenance, the age of the building, or a defect in it. This liability is based on presumed liability, where fault is assumed on the part of the custodian, and contrary evidence is only accepted by negating the causal relationship.

Explanation of Article 132

This article addresses the ruling on liability for damage caused by things that require special care. It stipulates that anyone who assumes the custody of things that require special care by their nature or by statutory provisions, to prevent their harm, is responsible for any damage caused by those things, unless it is proven that the damage was due to a cause beyond their control. These things include mechanical machines, technical systems, and others, but do not include animals, buildings, or intangible objects.

Explanation of Article 133

This article establishes the right of anyone threatened by a specific danger to demand that its custodian take the necessary measures to avert the threat. If the custodian does not do so in a timely manner, the person threatened by the danger may obtain court permission to carry out these measures at the owner's expense. In urgent cases, measures may be taken without court permission.

Explanation of Article 134

This article clarifies the concept of the custodian of a thing. The custodian of a thing is the one who has actual authority over it, either personally or through another, even if the custodian is not competent. It is presumed that the owner of the thing is its custodian, unless evidence shows that the custody has been transferred to someone else. These provisions apply to the custodian of animals, buildings, and objects.

Explanation of Article 135

This article establishes a general rule regarding the exercise of the right in public benefits. It clarifies that whoever exercises their right in a public benefit and causes harm to others that could have been avoided is responsible for that harm. This means that the right of use is restricted by the safety of others, and if the use results in harm that could have been avoided, liability is incurred.

Explanation of Article 136

This article addresses the general principle of compensation for damage, which is the full reparation of the damage by restoring the injured party to the position they were in or could have been in if the damage had not occurred. This standard ensures coverage of the obligation arising from tort liability, so that it does not fall short of covering the damage suffered, while at the same time, the compensation does not exceed what is deserved.

Explanation of Article 137

This article clarifies the determination of the damage for which the responsible party is obligated to compensate, consisting of two elements: the loss suffered by the injured party and the gain missed. The article establishes a criterion for the realization of these two elements, which is that the damage must be a natural result of the harmful act and that the injured party could not have avoided it by exerting reasonable effort as required by the circumstances of the case from an ordinary person. It also indicates that the compensation includes both material and moral damage and is not limited to foreseeable damage.

Explanation of Article 138

This article addresses the inclusion of compensation for moral damage. It stipulates that compensation for a harmful act includes compensation for moral damage. It clarifies that moral damage encompasses any sensory or psychological harm inflicted on a natural person as a result of infringement on their body, freedom, honor, reputation, or social status. The article specifies that the right to compensation for moral damage does not transfer to others unless its value is determined by a statutory provision, agreement, or judicial ruling. The court assesses the moral damage, taking into account the type and nature of the damage and the person harmed.

Explanation of Article 139

This article addresses what constitutes compensation and the method of its performance. It stipulates that compensation is generally assessed in money, but the court may, at the request of the injured party, decide on compensation in kind, restoration to the previous state, or order a specific action related to the harmful act. It is also permissible to rule for compensation to be paid in installments or as an annuity, and in these two cases, the court may require the debtor to provide sufficient security.

Explanation of Article 140

This article addresses the ruling on severe damage resulting from a harmful act, which makes it impossible to restore the item intended for use. It stipulates that in such a case, the injured party has the option to either retain the damaged item or leave it to the perpetrator, and in both cases, compensation is claimed. This ruling is specific to cases where the damage is so severe that it is impossible to return the item to its original state.

Explanation of Article 141

This article addresses the rule of preliminary assessment of compensation. It stipulates that if the court is unable to make a final assessment of compensation, it may decide on a preliminary assessment of compensation, while preserving the right of the aggrieved party to request a reconsideration of the compensation assessment within a specified period. This allows the court to assess part of the compensation in cases where the full extent of the damage cannot be determined at the time of judgment.

Explanation of Article 142

This article addresses the provisions for compensation for harm inflicted on the person or lesser injuries (such as to the limbs). It stipulates that the amount of compensation for the injury itself is determined according to the provisions of the estimated guarantee in Islamic law concerning offenses against the person or lesser injuries. This means that compensation in these cases is not subject to the absolute discretion of the judge but is bound by the specific or estimated amounts stipulated in Islamic law.

Explanation of Article 143

This article addresses the limitation periods in a compensation claim for a harmful act. It stipulates that a compensation claim arising from a harmful act is not heard after the lapse of (three) years from the date the injured party became aware of the occurrence of the damage and the responsible matter. In all cases, the claim is not heard after the lapse of (ten) years from the date the damage occurred. The article also exempts the case if the compensation claim arises from a crime; in this case, it is not barred from being heard as long as the criminal case is not barred from being heard.

Explanation of Article 144

This article addresses the general rule of unjust enrichment. It stipulates that any person—even if lacking legal capacity—who enriches themselves without a legitimate reason at the expense of another person, is obliged to compensate that person for the loss incurred, to the extent of the enrichment. This obligation remains even if the enrichment ceases later. The article clarifies the elements of this obligation: the enrichment of one person, the impoverishment of another, the existence of a connection between the enrichment and the impoverishment, and the absence of a legitimate reason for the enrichment. It also states that the amount of compensation is determined by the lesser of the enrichment or the impoverishment.

Explanation of Article 145

This article addresses the general rule regarding undue payment. It stipulates that anyone who receives something as payment that is not rightfully theirs must return it. There is no obligation to return if the person making the payment knows they are paying something not due, unless they are lacking legal capacity or were coerced into making the payment. The article clarifies that this obligation is based on the principle of unjust enrichment.

Explanation of Article 146

This article clarifies three cases in which undue payment may be reclaimed: if the payment was made in execution of an obligation whose cause did not materialize or ceased after its realization, or if the payment was made in execution of an obligation whose term had not yet matured and the payer was unaware of the term's existence. These cases are also based on the principle of unjust enrichment, where the recipient has been enriched without a legitimate cause.

Explanation of Article 147

This article addresses the cases in which the recovery of undue payment is not permissible. It stipulates that there is no basis for recovering undue payment if the payment was made by someone other than the debtor, and as a result, the creditor, acting in good faith, has relinquished the debt instrument or any guarantees obtained, or has abandoned his claim against the original debtor until the expiration of the prescribed period for hearing it. In these cases, the payer may seek recourse against the original debtor for the debt in accordance with the provisions of this system.

Explanation of Article 148

This article addresses the scope of liability arising from receiving what is not due, distinguishing between whether the recipient is in good faith or bad faith. If the recipient is in good faith, they are only required to return what they received, without the fruits of that thing. However, if the recipient is in bad faith, they must return what they received along with the fruits they collected or failed to collect, from the day they became in bad faith.

Explanation of Article 149

This article addresses the limits of liability in cases where the recipient of an undue payment lacks the capacity to contract. It stipulates that the individual is only liable to the extent of the enrichment, meaning to the extent of the benefit that has been legally recognized. This provision is an application of the general principle that a person with limited or no capacity is only obligated to return what they have benefited from.

Explanation of Article 150

This article addresses the definition of "Fodala," which is when a person intentionally undertakes an urgent matter on behalf of another person without being obligated to do so. The article clarifies the conditions for the establishment of Fodala, which are: the undertaking of an urgent matter for another, the intention of benefiting the other, and that the intervenor is not legally obligated to do so.

Explanation of Article 151

This article stipulates that agency by necessity is realized even if the agent has undertaken a matter for himself, in addition to undertaking a matter for someone else, whenever there is a connection between the two matters that prevents one from being carried out separately from the other. This confirms that agency by necessity is not limited to handling a matter purely for others, but can also include cases where there is an overlap of interests.

Explanation of Article 152

This article clarifies the effect of the beneficiary's approval of the actions taken by the interloper, which is the application of agency provisions to this action. If the beneficiary approves the interloper's action, this action is considered an agency from the date it commenced, and it results in all the effects of agency between the beneficiary and the interloper, and between the beneficiary and the third party with whom the interloper contracted in the name of the beneficiary.

Explanation of Article 153

This article addresses the obligations of the intermeddler. It requires him to continue the work he has begun until the beneficiary can undertake it himself, and to inform the beneficiary of his intervention as soon as he is able. This emphasizes the principle of not abandoning the work initiated by the intermeddler for the benefit of others, and the necessity of informing the beneficiary so that he can make a decision regarding this work.

Explanation of Article 154

This article clarifies the extent of due diligence required of the interloper in performing the work. It stipulates that the interloper must exercise the care of an ordinary person and is liable for damage arising from his mistake. The court may reduce the compensation if there is justification for doing so. This means that the liability of the interloper is based on presumed fault, and it can be mitigated considering the nature of his intervention.

Explanation of Article 155

This article stipulates that if the interloper entrusts another person with all or part of the work, he shall be responsible for the actions of the entrusted person, without prejudice to the beneficiary's right to directly claim against the entrusted person. This means that the interloper remains responsible for the actions of the person he entrusted, and the beneficiary has the right to directly demand from the entrusted person.

Explanation of Article 156

This article clarifies the obligations of the intermeddler to return what he has obtained due to the intervention and to provide an account of his actions to the beneficiary. This emphasizes the principle that everything obtained by the intermeddler due to his intervention belongs to the beneficiary, and the necessity of providing an account to ensure transparency and avoid disputes.

Explanation of Article 157

This article clarifies the nature of the relationship between the intermeddler and the beneficiary, and the obligations that arise for the beneficiary. The intermeddler is considered a representative of the beneficiary if he exercises the care of an ordinary person in performing the act, even if the desired result is not achieved. In this case, the beneficiary is required to fulfill the commitments made by the intermeddler on his behalf, compensate him for the commitments he undertook, reimburse him for necessary and beneficial expenses, and compensate him for any damage incurred due to performing the act. The article also states that the intermeddler is not entitled to a fee for his work unless it is part of his profession.

Explanation of Article 158

This article addresses the effect of the death of the intermeddler or the beneficiary on the agency. If the intermeddler dies, their heirs - if they possess the capacity - or their representative, if they are aware of the agency, must promptly inform the beneficiary of the death of their predecessor and take the necessary measures to preserve the property. However, if the beneficiary dies, the intermeddler remains obligated to the heirs as they were obligated to their predecessor.

Explanation of Article 159

This article addresses the statute of limitations for claims arising from unjust enrichment, undue payment, and negotiorum gestio. It stipulates that the claim is not heard after the lapse of (three) years from the date the creditor becomes aware of their right. In all cases, the claim is not heard after the lapse of (ten) years from the date the right arises.

Explanation of Article 160

This article stipulates that obligations arising directly from the system alone are governed by the statutory provisions that created them. This means that the system is the direct source of these obligations and determines their rules and scope.

Explanation of Article 161

This article clarifies the general principle regarding obligations arising from unilateral will, which is the permissibility for a person to commit by their unilateral will, in cases determined by statutory texts. This differs from a contract, which arises from the concurrence of two wills.

Explanation of Article 162

This article clarifies that the provisions of the contract apply to unilateral acts, except for matters related to the necessity of having two matching wills to create an obligation, unless the statutory texts provide otherwise. This means that most of the rules related to the contract also apply to obligations arising from a single will.

Explanation of Article 163

This article clarifies the general rule regarding the compulsory enforcement of an obligation, which is that the debtor must fulfill their obligation when it becomes due. If they refuse, it will be enforced against them compulsorily once the legal conditions for compulsory enforcement are met. The article explains that compulsory enforcement varies according to the nature of the obligation, and that there are substantive and procedural conditions for this enforcement.

Explanation of Article 164

This article addresses the rule of an obligation existing as a matter of conscience. It states that if the obligation does not meet the legal conditions for its enforcement by compulsion, it remains as a moral obligation on the debtor. If the debtor fulfills it voluntarily, the fulfillment is valid and is not considered a donation or a payment to someone not entitled. This means that an obligation that cannot be legally claimed remains a moral obligation on the debtor.

Explanation of Article 165

This article establishes that a religious obligation can serve as a valid basis for the debtor to undertake a statutory (civil) obligation. This means that a moral obligation can be transformed into a legal obligation if the debtor explicitly or implicitly commits to it.

Explanation of Article 166

This article addresses the conditions for specific performance of an obligation. It stipulates that the debtor, after being notified, is compelled to perform his obligation specifically whenever possible. If specific performance is burdensome for the debtor, the court may, upon his request, limit the creditor's right to compensation if this does not cause significant harm to the creditor. This article distinguishes between specific performance and the obligation to compensate.

Explanation of Article 167

This article addresses the method of specific performance in the obligation to transfer a real right. It stipulates that if the right pertains to a thing specified by type and not by individuality, it does not pertain to any specific item of that type until it is segregated. If the debtor fails to fulfill his obligation, the creditor may obtain an item of this type at the debtor's expense with the court's permission, or without it in urgent cases, without prejudice to the creditor's right to compensation.

Explanation of Article 168

This article addresses the effect of non-delivery on the liability for loss or damage. It stipulates that the obligation to transfer a real right includes the obligation to deliver the item and preserve it until delivery. If the debtor fails to deliver it until it is lost or damaged, the liability falls on him. If the subject of the obligation is an act that includes the delivery of an item, and the debtor fails to deliver it after being warned until it is lost or damaged, the liability falls on him, unless it is proven that the loss or damage would have occurred even if the item had been delivered to the creditor.

Explanation of Article 169

This article addresses the provisions of specific performance in the obligation to perform an act. It stipulates that if the agreement specifies or the nature of the work requires that the debtor personally fulfill the obligation, the creditor may refuse fulfillment by anyone other than the debtor. If the debtor fails to fulfill his obligation, the creditor may request permission from the court to execute the obligation at the debtor's expense if such execution is possible. In urgent cases, the creditor may execute the obligation at the debtor's expense without court permission. Additionally, a court ruling may substitute the execution of the work if the nature of the obligation requires it.

Explanation of Article 170

This article addresses the debtor's failure to fulfill their obligation in kind. The debtor is liable for compensation for non-fulfillment if specific performance becomes impossible, including delays that render it futile for the creditor. The article also clarifies that if the debtor delays specific performance, the creditor may set a reasonable period, and if the debtor does not perform, the creditor may request compensation for non-fulfillment. Compensation is not awarded if it is proven that the non-fulfillment is due to a cause beyond the debtor's control.

Explanation of Article 171

This article addresses compensation for delay in execution. It stipulates that if the debtor delays in fulfilling their obligation, they must compensate the creditor for any damage caused by the delay, unless it is proven that the delay was due to a reason beyond their control. This compensation may be combined with specific performance or with compensation for non-fulfillment.

Explanation of Article 172

This article addresses the ruling on the creditor's involvement through their fault in the damage arising from non-performance or delay in performance. It stipulates that if the creditor is involved through their fault in causing the damage or increasing it, the provisions of Article (128) of this system shall apply, which provide for the forfeiture of the injured party's right or part of their right to compensation in proportion to their involvement in the damage.

Explanation of Article 173

This article addresses the provisions of liability-limiting conditions in contractual obligations. It stipulates that it is permissible to agree on exempting the debtor from compensation for damage arising from the non-fulfillment of his contractual obligation or delay therein, except for what results from his fraud or gross error. It is not permissible to agree on exemption from liability arising from a harmful act.

Explanation of Article 174

This article addresses the provisions of stringent liability conditions in contractual obligations. It stipulates that it is permissible to agree that the debtor bears the consequences of force majeure. This means that the parties may agree that the debtor bears the results of events that make it impossible to fulfill his obligation, even if they are beyond his control.

Explanation of Article 175

This article addresses the requirement of notifying the debtor for compensation eligibility. It stipulates that compensation is not due unless the debtor is notified, unless there is an agreement or statutory provision to the contrary. This means that notification is considered a fundamental condition for claiming compensation, except in exceptional cases where notifying the debtor is unnecessary or impossible.

Explanation of Article 176

This article addresses the statement of "incidental descriptions of the obligation," which are: matters that arise concerning the obligation and alter its nature, effects, parties, or subject.

The article stipulates that the incidental descriptions of the obligation include:

• First: "Condition," which is: a future event that may or may not occur, and upon its occurrence, the existence or termination of the obligation is contingent.

• Second: "Term," which is: a future event that is certain to occur, and upon its occurrence, the obligation becomes effective or expires.

• Third: "Multiplicity of the subject of the obligation," which is: when the subject of the obligation consists of multiple items, or there is an alternative obligation.

• Fourth: "Multiplicity of the parties to the obligation," which is: when there is more than one creditor or more than one debtor.

• Fifth: "Indivisibility of the obligation," which is: when the obligation is indivisible.

It should be noted that these descriptions do not affect the existence of the obligation but rather affect its nature, effects, parties, or subject, such as the condition, term, multiplicity of the subject of the obligation, multiplicity of the parties to the obligation, indivisibility of the obligation, and the like.

This article is considered one of the most important articles related to the incidental descriptions of the obligation, as it clarifies the types of incidental descriptions and their impact on the obligation.

Explanation of Article 177

This article addresses the explanation of the "concept of an obligation contingent upon a condition," which is: that the existence or termination of the obligation is dependent on a future event that may occur.

The article states that the obligation is contingent upon a condition in two cases:

• First: If the condition is "suspensive," meaning that the condition is contingent upon the existence of the obligation. If the condition is fulfilled, the obligation exists, and if it is not fulfilled, the obligation does not exist. For example, if a person says to another: "I will sell you this car if you pass the exam," in this case, the obligation is contingent upon a suspensive condition, and the obligation does not arise unless the other party passes the exam.

• Second: If the condition is "resolutory," meaning that the condition is contingent upon the termination of the existing obligation. If the condition is fulfilled, the obligation is terminated, and if it is not fulfilled, the obligation remains. For example, if a person says to another: "I will sell you this car on the condition that the sale is annulled if you fail the exam," in this case, the obligation is contingent upon a resolutory condition, and the obligation is terminated if the other party fails the exam.

It should be noted that the condition is not considered contingent upon the obligation if it is a past or present matter, or if it is an impossible or certain matter. In these cases, the obligation is either immediate or void and is not considered contingent upon a condition.

The article emphasizes that the condition must be "future," meaning that it should not have occurred in the past or present, but rather its occurrence should be in the future. For example, it is not permissible to suspend on a condition: "If the sun rises from the east," as this is a past or present matter.

The article emphasizes that the condition must be "likely to occur," meaning that it should not be impossible or certain. For example, it is not permissible to suspend on a condition: "If a human flies in the air," as this is an impossible matter.

This article is considered one of the most important articles related to the concept of an obligation contingent upon a condition, as it clarifies the types of conditions and their impact on the obligation.

Explanation of Article 178

This article addresses the ruling on obligations contingent upon a certain or impossible event. The article states that an obligation is considered fulfilled if it is contingent upon a certain event, and it is void if it is contingent upon an impossible event.

The article specifies that an obligation is fulfilled if it is contingent upon a certain event, meaning that the event upon which the obligation is contingent has occurred in the past or present, or is certain to occur in the future. For example, if a person says to another: "I will sell you this car if you pass the exam," and the other party had already passed the exam before the contingency, in this case, the obligation is fulfilled and is not considered contingent upon a condition.

The article also states that an obligation is void if it is contingent upon an impossible event, meaning that the event upon which the obligation is contingent is impossible or certain. For example, it is not permissible to make a condition such as: "If a human flies in the air," as this is an impossible event.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, declarations, releases, or otherwise.

This article is considered one of the most important articles related to the ruling on obligations contingent upon a certain or impossible event, as it clarifies the impact of a certain or impossible event on the obligation.

Explanation of Article 179

This article addresses the statement of the "illegal condition," which is: that the condition upon which the obligation is contingent is illegal.

The article stipulates that the obligation does not arise if it is contingent upon a condition intended to encourage an illegal act. This means that the condition is contrary to public order or public morals. For example, it is not permissible to make an obligation contingent upon a condition like: "I will sell you this car if you kill so-and-so," as this is an illegal act.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, declarations, releases, or otherwise.

This article is considered one of the most important articles related to the illegal condition, and it clarifies the impact of the illegal condition on the obligation.

Explanation of Article 180

This article addresses the statement of the "purely voluntary condition," which is: that the condition upon which the obligation is suspended depends solely on the will of the obligor.

The article stipulates that the obligation does not exist if it is suspended on a suspensive condition that makes the existence of the obligation dependent solely on the will of the obligor. For example, if a person says to another: "I will sell you this car if you want," in this case, the obligation does not arise, nor does it produce any legal effect.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, declarations, discharges, or otherwise.

This article is considered one of the most important articles related to the purely voluntary condition, and it clarifies the impact of the purely voluntary condition on the obligation.

Explanation of Article 181

This article addresses the statement of the "effect of the suspensive condition," which is: that an obligation contingent upon a suspensive condition is not effective unless the condition upon which it is contingent is fulfilled.

The article stipulates that an obligation contingent upon a suspensive condition is not effective unless the condition upon which it is contingent is fulfilled. For example, if a person says to another: "I will sell you this car if you pass the exam," in this case, the obligation is not executed unless the other party passes the exam.

It is worth noting that the obligation before the condition is fulfilled is not enforceable, and the creditor cannot demand it from the debtor, nor can he take any enforcement actions. For example, the seller cannot demand the price from the buyer, nor can he seize his assets.

The article emphasizes that the obligation before the condition is fulfilled is a right for the creditor, and he may take measures to preserve his right. For example, he may register the transfer of ownership, place a seal on the debtor's assets after his death, prepare inventory lists, and participate in the division if the subject of the right is a shared asset.

This article is considered one of the most important articles related to the effect of the suspensive condition, as it clarifies the impact of the suspensive condition on the obligation.

Explanation of Article 182

This article addresses the statement of the "effect of the fulfillment of the resolutory condition," which is: that the fulfillment of the resolutory condition results in the termination of the obligation, and the creditor is required to return what he has taken.

The article stipulates that an obligation contingent upon a resolutory condition is terminated if the resolutory condition is fulfilled. For example, if a person says to another: "I sell you this car on the condition that the sale is rescinded if you fail the exam," in this case, the obligation is terminated if the other party fails the exam.

It should be noted that the obligation, after the fulfillment of the resolutory condition, becomes void and does not produce any legal effect, and the creditor is required to return what he has taken from the debtor. For example, if the seller receives the price, and then the resolutory condition is fulfilled, he is required to return the price to the buyer.

The article emphasizes that the administrative acts issued by the creditor remain effective before the fulfillment of the condition. For example, if the creditor rents out the property, and then the resolutory condition is fulfilled, the lease contract remains effective and is not affected by the termination of the original obligation.

This article is considered one of the most important articles related to the effect of the fulfillment of the resolutory condition, and it clarifies the impact of the fulfillment of the resolutory condition on the obligation.

Explanation of Article 183

This article addresses the statement of the "retroactive effect of the condition," which is: that upon the fulfillment of the condition, its effect is attributed to the time when the obligation arose, not to the time when the condition was fulfilled.

The article stipulates that if the condition is fulfilled, its effect is attributed to the time when the obligation arose. For example, if a person says to another: "I will sell you this car if you pass the exam," in this case, if the other party passes the exam, the effect of the sale is attributed to the time when the contract was made, not to the time when the condition was fulfilled.

It should be noted that the retroactive effect of the condition does not apply to all types of obligations, but only to those whose nature allows it. For example, it does not apply to time-bound contracts, such as lease contracts and employment contracts.

The article emphasizes that if the condition is fulfilled, its effect is attributed to the time when the obligation arose, unless it is evident from the will of the contracting parties or from the nature of the contract that the existence or termination of the obligation is at the time when the condition is fulfilled. For example, if the contracting parties agree that the obligation becomes effective from the time the condition is fulfilled, in this case, the retroactive effect does not apply.

This article is considered one of the most important articles related to the retroactive effect of the condition, and it clarifies the impact of the retroactive effect of the condition on the obligation.

Explanation of Article 184

This article addresses the explanation of the "concept of term," which is: that the enforcement or termination of an obligation is contingent upon a future event that is certain to occur.

The article stipulates that an obligation is for a term if its enforcement or termination is contingent upon a future event that is certain to occur. For example, if a person says to another: "I will sell you this car after a month," in this case, the obligation is for a term, and the obligation is enforced after a month.

It is worth noting that the term is not considered a condition for the obligation if it is a past or present event, or if it is an impossible event. In these cases, the obligation is considered immediate or void and is not for a term.

The article emphasizes that the term must be "future," meaning it must not have occurred in the past or present but must occur in the future. For example, it is not permissible to condition on a term: "If the sun rises from the east," as this is a past or present event.

The article also emphasizes that the term must be "certain to occur," meaning it must not be impossible but certain to occur in the future. For example, it is not permissible to condition on a term: "If a human flies in the air," as this is an impossible event.

This article is considered one of the most important articles related to the concept of term, as it clarifies the types of terms and their impact on the obligation.

Explanation of Article 185

This article addresses the statement of "cases of forfeiture of the debtor's right to the term," which is: the debtor loses his right to the term granted to him, and the debt becomes due.

The article stipulates that the debtor's right to the term is forfeited in the following cases:

• First: If he is declared insolvent, meaning: a judicial ruling is issued declaring the debtor insolvent, and the debt becomes due.

• Second: If he does not provide the agreed-upon debt guarantees, meaning: the debtor has committed to providing guarantees for the debt and has not provided them, in which case his right to the term is forfeited.

• Third: If those guarantees are diminished by his action or due to a reason beyond his control, meaning: the guarantees provided by the debtor have decreased in value, have been removed, or have become insufficient for the debt, in which case his right to the term is forfeited unless he promptly completes them.

It should be noted that these cases do not affect the existence of the obligation but rather affect its enforceability, which are: the debtor's insolvency, failure to provide guarantees, and the diminution of guarantees.

This article is considered one of the most important articles related to the cases of forfeiture of the debtor's right to the term, and it clarifies the impact of these cases on the obligation.

Explanation of Article 186

This article addresses the statement of "acceleration of payment," which means that the debtor fulfills the debt before the due date.

The article stipulates that it is permissible to accelerate the payment of the debt by the one for whose benefit the term was set. For example, if the term is for the benefit of the debtor, he may accelerate the payment of the debt. For instance, if the debt is deferred to a specific date and it is for the benefit of the debtor, he may accelerate the payment of the debt before the due date.

It is worth noting that this provision applies to all types of obligations, whether they are contracts, declarations, discharges, or otherwise.

This article is considered one of the most important articles related to the acceleration of payment, and it clarifies the impact of accelerating payment on the obligation.

Explanation of Article 187

This article addresses the statement of "the effect of the death of one of the parties to the obligation on the term," which is: that the death of one of the parties to the obligation on the term results in the debt becoming due or remaining deferred.

The article stipulates that the deferred debt does not become due upon the death of the creditor, but rather upon the death of the debtor. For example, if the debt is deferred to a certain term and the creditor dies before the term is due, the debt remains deferred and is transferred to the heirs of the creditor.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, declarations, discharges, or otherwise.

This article is considered one of the most important articles related to the effect of the death of one of the parties to the obligation on the term, and it clarifies the impact of the death of one of the parties to the obligation on the term on the obligation.

Explanation of Article 188

This article addresses the statement "Effect of the lapse of the term on the increase in debt," which is: that the lapse of the debtor's right to the term results in the court reducing the increase in the debt that was in exchange for the term.

The article stipulates that if the debtor's right to the term lapses, and it is found that the term has an effect on increasing the amount of debt, the court reduces that increase, taking into account the amount of the term that has lapsed, the reason for its lapse, and the nature of the transaction. For example: if the debt was deferred to a certain term, and the term was in exchange for an increase in the amount of debt, then the debtor's right to the term lapses, the court reduces that increase, taking into account the amount of the term that has lapsed, the reason for its lapse, and the nature of the transaction.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, acknowledgments, discharges, or otherwise.

This article is considered one of the most important articles related to the effect of the lapse of the term on the increase in debt, and it clarifies the impact of the lapse of the term on the increase in debt on the obligation.

Explanation of Article 189

This article addresses the statement "agreement on payment when able," which means that the contracting parties agree that the debt will be paid when the debtor is able.

The article stipulates that if it is evident from the agreement that payment will only occur when able, the court shall set a deadline that is likely to allow for the ability to pay, taking into account the debtor's current and future resources and what is required by the diligence of a person keen on fulfilling their obligation. For example, if the contracting parties agree that the debt will be paid when the debtor is able, the court shall set a deadline that is likely to allow for the ability to pay, taking into account the debtor's current and future resources and what is required by the diligence of a person keen on fulfilling their obligation.

It is worth noting that this provision applies to all types of obligations, whether they are contracts, acknowledgments, discharges, or otherwise.

This article is considered one of the most important articles related to the agreement on payment when able, and it clarifies the impact of the agreement on payment when able on the obligation.

Explanation of Article 190

This article addresses the statement of the "concept of alternative obligation," which is: that its subject includes multiple items, and the debtor's obligation is discharged if they fulfill one of them.

The article states that the obligation is alternative if its subject includes multiple items. For example, if a person says to another: "I sell you this car or this house," in this case, the obligation is alternative, and the debtor's obligation is discharged if they fulfill one of them.

It should be noted that the choice in an alternative obligation belongs to the debtor, unless there is an agreement or statutory provision to the contrary. For example, it is permissible to agree that the choice belongs to the creditor, or it may be statutorily provided that the choice belongs to the creditor.

This article is considered one of the most important articles related to the concept of alternative obligation, and it clarifies the impact of alternative obligation on the obligation.

Explanation of Article 191

This article addresses the explanation of the "concept of alternative obligation," which is: that its subject matter includes only one thing, with the debtor having the right to perform something else instead.

The article states that the obligation is alternative if its subject matter includes only one thing. For example, if a person says to another: "I sell you this car, provided that I have the right to perform instead a sum of money," in this case, the obligation is alternative, and the subject of the obligation is the car, and the debtor has the right to perform instead a sum of money.

It is worth noting that the original subject is the obligation, which determines its nature. For example, if the subject of the obligation is a thing, the obligation is real, and if its subject is an act, the obligation is practical. This ruling differs from the optional obligation, where its subject matter is multiple things, and the debtor or creditor has the option to perform them.

This article is considered one of the most important articles related to the concept of alternative obligation, and it clarifies the impact of the alternative obligation on the obligation.

Explanation of Article 192

This article addresses the statement of "sources of solidarity among creditors," which is: there being more than one creditor for a single debt, and each creditor has the right to demand the debtor for the entire debt.

The article stipulates that solidarity among creditors only occurs by agreement or statutory provision. For example, it is permissible to agree that the creditors are in solidarity, or it is permissible to stipulate statutorily that the creditors are in solidarity.

It is worth noting that solidarity among creditors is not presumed; it must be stipulated or agreed upon. For example, if there is more than one creditor for a single debt and solidarity is not stipulated among them, in this case, the creditors are not in solidarity, and none of them has the right to demand the debtor for the entire debt.

This article is considered one of the most important articles related to the sources of solidarity among creditors, and it clarifies the impact of the sources of solidarity among creditors on the obligation.

Explanation of Article 193

This article addresses the statement of the "effect of joint creditors," which is: that each joint creditor has the right to demand the debtor for the full debt, and the debtor's obligation is discharged by paying the debt to any of them.

The article stipulates that joint creditors have the right to demand the debtor for the full debt, whether they are together or individually. For example, if there is more than one creditor for a single debt and they are joint, any of them has the right to demand the debtor for the full debt.

It is worth noting that this provision applies to all types of obligations, whether they are contracts, acknowledgments, discharges, or otherwise.

This article is considered one of the most important articles related to the effect of joint creditors, and it clarifies the impact of joint creditors on the obligation.

Explanation of Article 194

This article addresses the statement of "the effect of what one of the joint creditors receives," which is: what one of the joint creditors receives is part of the right of all of them, and the other creditors are accountable for it.

The article stipulates that everything one of the joint creditors receives is part of the right of all of them, and the other creditors are accountable for it. For example, if there is more than one creditor for a single debt, and they are joint creditors, and one of them collects the entire debt, he is obliged to account to the other creditors for their shares in the debt.

It should be noted that this ruling applies to all types of obligations, whether they are contracts, acknowledgments, releases, or otherwise.

This article is considered one of the most important articles related to the effect of what one of the joint creditors receives, and it clarifies the impact of what one of the joint creditors receives on the obligation.

Explanation of Article 195

This article addresses the statement of the "effect of the death of a joint creditor," which is: that upon the death of a joint creditor, the debt is divided among his heirs, and the solidarity in the debt remains fully among his heirs.

The article stipulates that the death of a joint creditor does not prevent the division of the debt among his heirs. For example, if there is more than one creditor for a single debt, and they are jointly liable, and one of them dies, the debt is divided among his heirs, and the solidarity in the debt remains fully among his heirs.

It is worth noting that this provision applies to all types of obligations, whether they are contracts, acknowledgments, discharges, or otherwise.

This article is considered one of the most important articles related to the effect of the death of a joint creditor, as it clarifies the impact of the death of a joint creditor on the obligation.

Explanation of Article 196

This article addresses the explanation of the "concept of joint debt," which is: when there is more than one creditor for a single debt, and the debt is shared among the creditors, none of them has the right to demand the debtor for the entire debt.

The article stipulates that the debt is considered joint if there are multiple creditors for a single debt. For example: if there is more than one creditor for a single debt, and they are sharing it, none of them has the right to demand the debtor for the entire debt.

It is worth noting that this provision applies to all types of obligations, whether they are contracts, acknowledgments, discharges, or otherwise.

This article is considered one of the most important articles related to the concept of joint debt, and it clarifies the impact of joint debt on the obligation.

Explanation of Article 197

This article addresses the statement of the "effect of joint debt," which is: that each joint creditor has the right to demand from the debtor their share of the debt, and none of them has the right to demand the debtor for the entire debt.

The article stipulates that each joint creditor has the right to demand from the debtor their share of the debt. For example, if there is more than one creditor for a single debt, and they are joint in it, any of them has the right to demand from the debtor their share of the debt.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, declarations, discharges, or otherwise.

This article is considered one of the most important articles related to the effect of joint debt, and it clarifies the impact of joint debt on the obligation.

Explanation of Article 198

This article addresses the statement "Effect of what is collected by one of the joint creditors," which is: what one of the joint creditors collects is part of his right alone, and the other creditors are not accountable for it.

The article stipulates that everything collected by one of the joint creditors is part of his right alone, and the other creditors are not accountable for it. For example, if there is more than one creditor for a single debt, and they are joint in it, and one of them collects his share of the debt, he is obliged to account for the other creditors on their shares in the debt.

It is worth noting that this provision applies to all types of obligations, whether they are contracts, acknowledgments, discharges, or otherwise.

This article is considered one of the most important articles related to the effect of what is collected by one of the joint creditors, and it clarifies the impact of what is collected by one of the joint creditors on the obligation.

Explanation of Article 199

This article addresses the statement of the "effect of the death of a joint creditor," which is: that upon the death of the joint creditor, the debt is divided among his heirs, and the solidarity in the debt does not remain fully among his heirs.

The article stipulates that the death of the joint creditor does not prevent the division of the debt among his heirs. For example, if there is more than one creditor for a single debt, and they are joint in it, and one of them dies, the debt is divided among his heirs, and the solidarity in the debt does not remain fully among his heirs.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, acknowledgments, discharges, or otherwise.

This article is considered one of the most important articles related to the effect of the death of a joint creditor, and it clarifies the impact of the death of the joint creditor on the obligation.

Explanation of Article 200

This article addresses the statement of "sources of joint liability among debtors," which is: that there is more than one debtor for a single debt, and the creditor has the right to demand any of them for the full debt.

The article stipulates that joint liability among debtors only occurs through agreement or statutory provision. For example, it is permissible to agree that the debtors are jointly liable, or it is permissible to have a statutory provision that the debtors are jointly liable.

It is worth noting that joint liability among debtors is not presumed; it must be stipulated or agreed upon. For instance, if there is more than one debtor for a single debt and joint liability is not stipulated among them, in this case, the debtors are not jointly liable, and the creditor does not have the right to demand any of them for the full debt.

This article is considered one of the most important articles related to the sources of joint liability among debtors, and it clarifies the impact of the sources of joint liability among debtors on the obligation.

Explanation of Article 201

This article addresses the explanation of the "concept of joint debt," which is: when there is more than one debtor for a single debt, and the debt is shared among the debtors, the creditor does not have the right to demand any of them to pay the entire debt.

The article stipulates that the debt is considered joint if there are multiple debtors for a single debt. For example, if there is more than one debtor for a single debt and they are sharing it, the creditor does not have the right to demand any of them to pay the entire debt.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, acknowledgments, discharges, or otherwise.

This article is considered one of the most important articles related to the concept of joint debt, as it clarifies the impact of joint debt on the obligation.

Explanation of Article 202

This article addresses the statement of the "effect of joint debt," which is: that the creditor has the right to demand each debtor for their share of the debt, and does not have the right to demand any of them for the entire debt.

The article stipulates that the creditor has the right to demand each debtor for their share of the debt. For example, if there is more than one debtor for a single debt, and they are jointly liable, the creditor has the right to demand each debtor for their share of the debt.

It is worth noting that this provision applies to all types of obligations, whether they are contracts, acknowledgments, discharges, or otherwise.

This article is considered one of the most important articles related to the effect of joint debt, as it clarifies the impact of joint debt on the obligation.

Explanation of Article 203

This article addresses the statement "the effect of what the creditor receives from one of the joint debtors," which is: that what the creditor receives from one of the joint debtors is part of his right alone, and the rest of the debtors are not accountable for it.

The article stipulates that everything the creditor receives from one of the joint debtors is part of his right alone, and the rest of the debtors are not accountable for it. For example, if there is more than one debtor for a single debt, and they are jointly liable, and the creditor collects the entire debt from one of them, he is required to account for the shares of the other debtors in the debt.

It should be noted that this ruling applies to all types of obligations, whether they are contracts, declarations, discharges, or otherwise.

This article is considered one of the most important articles related to the effect of what the creditor receives from one of the joint debtors, and it clarifies the impact of what the creditor receives from one of the joint debtors on the obligation.

Explanation of Article 204

This article addresses the statement of the "effect of the death of the joint debtor," which is: that the death of the joint debtor results in the division of the debt among his heirs, and the solidarity in the debt remains complete among his heirs.

The article stipulates that the death of the joint debtor does not prevent the division of the debt among his heirs. For example, if there is more than one debtor for a single debt, and they are jointly liable, and one of them dies, the debt is divided among his heirs, and the solidarity in the debt remains complete among his heirs.

It is worth noting that this provision applies to all types of obligations, whether they are contracts, acknowledgments, discharges, or otherwise.

This article is considered one of the most important articles related to the effect of the death of the joint debtor, as it clarifies the impact of the death of the joint debtor on the obligation.

Explanation of Article 205

This article addresses the explanation of the "concept of indivisibility of obligation," which means that the obligation is indivisible, whether the subject of the obligation is a thing, an act, or an abstention from an act.

The article stipulates that the obligation is indivisible in two cases:

• First: "By its nature," which means that the nature of the subject of the obligation does not allow for its division. For example: it is not permissible to divide the delivery of a car, the delivery of a house, the painting of an artwork, or the singing of a song.

• Second: "By agreement," which means that the contracting parties agree that the obligation is indivisible. For example: if the contracting parties agree that the delivery of goods should be in one batch, in this case, the obligation is indivisible.

It is worth noting that the indivisibility of the obligation differs from solidarity in that solidarity relates to the multiplicity of parties to the obligation, whereas the indivisibility of the obligation relates to the nature of the subject of the obligation.

This article is considered one of the most important articles related to the concept of indivisibility of obligation, and it clarifies the impact of the indivisibility of obligation on the obligation.

Explanation of Article 206

This article addresses the statement of "the effects of the indivisibility of obligation," which are: the consequences that result from the indivisibility of obligation. The article stipulates that the effects of the indivisibility of obligation include:

• First: "The creditor's right to demand the full obligation," which means: the creditor has the right to demand the full obligation and cannot demand a part of it from the debtor. For example, if the obligation is indivisible, the creditor has the right to demand the debtor to deliver the entire car.

• Second: "The debtor's right to fulfill the full obligation," which means: the debtor has the right to fulfill the full obligation and cannot fulfill a part of it. For example, if the obligation is indivisible, the debtor has the right to fulfill by delivering the entire car.

It should be noted that this ruling applies to all types of obligations, whether they are contracts, declarations, releases, or otherwise.

This article is considered one of the most important articles related to the effects of the indivisibility of obligation, and it clarifies the impact of the indivisibility of obligation on the obligation.

Explanation of Article 207

This article addresses the statement of "how an obligation is extinguished," which are the ways in which an obligation is terminated. The article stipulates that an obligation is extinguished by "fulfillment," which is the debtor executing their obligation, and this is the natural way for an obligation to be extinguished, except in cases exempted by the article, which are:

• First: "Specific Performance," which is when the debtor executes their obligation specifically, meaning the debtor fulfills their obligation as agreed upon, and they are not allowed to refrain from fulfilling it, except in cases exempted by the article, which are: if the fulfillment is "impossible" or "without the creditor's consent," in these cases, the obligation is not extinguished.

• Second: "Fulfillment by Substitute," which is when the debtor executes their obligation by providing something other than what was originally committed to, provided the creditor consents. For example, if the debtor is obligated to deliver a car and instead offers a sum of money, and the creditor accepts, in this case, the obligation is extinguished.

• Third: "Set-off," which is the extinguishment of two opposing obligations to the extent of the lesser amount, and it may be a legal set-off or an agreed set-off.

• Fourth: "Novation," which is the extinguishment of an obligation by creating a new obligation in its place, and it may be a renewal of the debt or a renewal of the parties.

• Fifth: "Delegation in Fulfillment," which is when a person executes the obligation of another person, and it may be a full delegation or a partial delegation.

• Sixth: "Settlement," which is a contract that resolves the dispute, ends the litigation, and leads to the extinguishment of the obligation.

• Seventh: "Release," which is the creditor's waiver of their right to the debt, leading to the extinguishment of the obligation.

• Eighth: "Impossibility of Performance," which is when the execution of the obligation becomes impossible without any action by the debtor, leading to the extinguishment of the obligation.

• Ninth: "Extinctive Prescription," which is the lapse of the right to claim the debt due to the passage of time, leading to the extinguishment of the obligation.

• Tenth: "Death of the Debtor," which is when the debtor dies, leading to the extinguishment of the obligation, unless the debt is related to property, in which case it transfers to the debtor's heirs.

• Eleventh: "Death of the Creditor," which is when the creditor dies, leading to the extinguishment of the obligation, unless the debt is related to property, in which case it transfers to the creditor's heirs.

This article is considered one of the most important articles related to how an obligation is extinguished, and it clarifies the multiple ways an obligation can be extinguished.

Explanation of Article 208

This article addresses the statement of the "effect of fulfillment," which is: that fulfillment results in the extinguishment of the obligation, so the creditor has no right to demand the debt, and the debtor has no right to refrain from fulfillment.

The article stipulates that fulfillment leads to the extinguishment of the obligation. For example, if the debtor fulfills their obligation, the obligation is extinguished, and the creditor has no right to demand the debt again.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, acknowledgments, discharges, or otherwise.

This article is considered one of the most important articles related to the effect of fulfillment, as it clarifies the impact of fulfillment on the obligation.

Explanation of Article 209

This article addresses the statement of "time of fulfillment," which is: the time when the debtor must fulfill the debt. The article stipulates that the time of fulfillment is at the agreed time. For example, if the contracting parties agree that the debt should be fulfilled on a specific date, the debtor must fulfill the debt on that date.

It is worth noting that the time of fulfillment must be "known," meaning it should not be unknown or unspecified. For example, it is not permissible to agree that the debt be fulfilled "at the debtor's convenience" or "upon the creditor's request," as this is not known.

This article is considered one of the most important articles related to the time of fulfillment, as it clarifies the impact of the time of fulfillment on the obligation.

Explanation of Article 210

This article addresses the statement of the "place of performance," which is: the place where the debtor must fulfill the debt. The article stipulates that the place of performance shall be the agreed-upon location. For example, if the contracting parties agree that the debt shall be fulfilled in a specific city, the debtor must fulfill the debt in that city.

It is worth noting that the place of performance must be "known," meaning it should not be unknown or unspecified. For example, it is not permissible to agree that the debt will be fulfilled in "any place" or "an unknown place," as this is not known.

This article is considered one of the most important articles related to the place of performance, as it clarifies the impact of the place of performance on the obligation.

Explanation of Article 211

This article addresses the statement of "method of fulfillment," which is: the manner in which the debtor must fulfill the debt. The article stipulates that the method of fulfillment should be as agreed upon. For example, if the contracting parties agree that the debt should be fulfilled in cash, the debtor must fulfill the debt in cash.

It is worth noting that the method of fulfillment must be "legitimate," meaning it should not be contrary to public order or public morals. For example, it is not permissible to agree that the debt be fulfilled with drugs, unlicensed weapons, or the like.

This article is considered one of the most important articles related to the method of fulfillment, as it clarifies the impact of the method of fulfillment on the obligation.

Explanation of Article 212

This article addresses the statement of "payment expenses," which are the expenses incurred in the fulfillment of a debt. The article stipulates that the payment expenses are borne by the debtor, unless there is an agreement or statutory provision to the contrary. For example, if the contracting parties agree that the payment expenses are to be borne by the creditor, then in this case, the payment expenses will be on the creditor.

It is worth noting that the payment expenses must be "legitimate," meaning they must not be contrary to public order or public morals. For instance, payment expenses cannot be in the form of drugs, unlicensed weapons, or similar items.

This article is considered one of the most important articles related to payment expenses, as it clarifies the impact of payment expenses on the obligation.

Explanation of Article 213

This article addresses the statement of "installment payment," which means that the debtor fulfills the debt in installments. The article stipulates that installment payment is permissible unless there is an agreement or statutory provision to the contrary. For example, if the contracting parties agree that the debt should be paid in a single installment, then in this case, installment payment is not permissible.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, acknowledgments, discharges, or otherwise.

This article is considered one of the most important articles related to installment payment, and it clarifies the impact of installment payment on the obligation.

Explanation of Article 214

This article addresses the statement of "fulfillment before the due date," which means that the debtor fulfills the debt before the due date. The article stipulates that it is permissible to fulfill the debt before the due date unless there is an agreement or statutory provision to the contrary. For example, if the contracting parties agree that the debt may not be fulfilled before the due date, then in this case, the debt may not be fulfilled before the due date.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, declarations, releases, or otherwise.

This article is considered one of the most important articles related to fulfillment before the due date, as it clarifies the impact of fulfillment before the due date on the obligation.

Explanation of Article 215

This article addresses the statement of "partial fulfillment," which is when the debtor fulfills part of the debt. The article stipulates that partial fulfillment is not permissible unless there is an agreement or a statutory provision to the contrary. For example, if the contracting parties agree that partial fulfillment is permissible, then in this case, partial fulfillment is allowed.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, declarations, discharges, or otherwise.

This article is considered one of the most important articles related to partial fulfillment, and it clarifies the impact of partial fulfillment on the obligation.

Explanation of Article 216

This article addresses the statement "fulfillment by a non-debtor," which is when a person other than the debtor fulfills the debt. The article stipulates that fulfillment by a non-debtor is permissible unless there is an agreement or statutory provision to the contrary. For example, if the contracting parties agree that fulfillment by a non-debtor is not allowed, then in this case, fulfillment by a non-debtor is not permissible.

It is worth noting that this provision applies to all types of obligations, whether they are contracts, declarations, discharges, or otherwise.

This article is considered one of the most important articles related to fulfillment by a non-debtor, and it clarifies the impact of fulfillment by a non-debtor on the obligation.

Explanation of Article 217

This article addresses the statement of "proof of fulfillment," which is: proving that the debtor has fulfilled their obligation. The article stipulates that proof of fulfillment can be established by "all means of proof," meaning that fulfillment can be proven by any of the legally prescribed methods of proof, such as writing, testimony, presumptions, acknowledgment, oath, and the like.

It is worth noting that proof of fulfillment must be "correct," meaning that there should be no doubt or hesitation in its indication of fulfillment. For example, fulfillment cannot be proven by the testimony of a single person, a weak presumption, or an unclear acknowledgment.

This article is considered one of the most important articles related to proving fulfillment, as it clarifies how to prove fulfillment and enumerates its methods.

Explanation of Article 218

This article addresses the concept of "performance by substitution," which means that the debtor fulfills their obligation by providing something other than what was originally agreed upon, provided the creditor consents. The article states that performance by substitution occurs in two cases:

• First: If the performance is "something else," meaning the debtor fulfills their obligation by providing something other than what was originally agreed upon. For example, if the debtor was obligated to deliver a car and instead provides a sum of money, and the creditor accepts this, the obligation is discharged in this case.

• Second: If the performance is "a benefit," meaning the debtor fulfills their obligation by providing a different benefit than what was originally agreed upon. For example, if the debtor was obligated to build a house and instead provides another service, and the creditor accepts this, the obligation is discharged in this case.

It should be noted that performance by substitution must be "with the consent of the creditor," meaning the creditor must agree to the performance by substitution. It is not permissible for performance by substitution to occur without the creditor's consent.

This article is considered one of the most important articles related to performance by substitution, as it clarifies how obligations are discharged and the various methods of doing so.

Explanation of Article 219

This article addresses the statement of "set-off," which is: the extinguishment of two reciprocal obligations to the extent of the lesser amount. The article stipulates that set-off occurs in two cases:

• First: "Legal Set-off," which is the set-off that occurs by the force of the system, without the need for an agreement between the contracting parties, provided that the debts are "reciprocal," "of the same kind," "due," and "free from dispute." For example, if a person owes another a certain amount, and the other party owes him another amount, in this case, legal set-off occurs between the two debts, and each is extinguished to the extent of the lesser amount.

• Second: "Contractual Set-off," which is the set-off that occurs by agreement of the contracting parties, and it may occur in cases other than those in which legal set-off occurs. For example, if the debts are not of the same kind, or not due, or not free from dispute, in this case, contractual set-off may occur between them.

It should be noted that set-off leads to the "extinguishment of the obligation," so no legal effect is imposed on the debts after the set-off.

This article is considered one of the most important articles related to set-off, as it clarifies how the obligation is extinguished and enumerates its methods.

Explanation of Article 220

This article addresses the statement of "judicial set-off," which is the set-off that is effected by a court ruling. The article stipulates that the court may adjudicate judicial set-off in cases where the conditions for legal or contractual set-off are not met. For example, if the two debts are not of the same type, not due for performance, or not free from dispute, in such cases, the court may adjudicate judicial set-off between them.

It should be noted that judicial set-off leads to the "extinguishment of the obligation," so no legal effect is imposed on the two debts after the set-off.

This article is considered one of the most important articles related to judicial set-off, as it explains how the obligation is extinguished and enumerates its methods.

Explanation of Article 221

This article addresses the explanation of "debt renewal," which is: the extinguishment of a debt by creating a new debt in its place. The article stipulates that debt renewal occurs in two cases:

• First: "Real Renewal," which is: when there is a change in one of the parties to the debt, or in the subject of the debt, or in the cause of the debt. For example, if a person owes another a certain amount, and then the two parties agree to replace this debt with another debt, or replace the debtor with another debtor, or replace the creditor with another creditor, in this case, the debt is genuinely renewed.

• Second: "Fictitious Renewal," which is: when there is a change in one of the parties to the debt, or in the subject of the debt, or in the cause of the debt, but it is fictitious, meaning there is no real change. For example, if a person owes another a certain amount, and then the two parties agree to replace this debt with another debt, but it is fictitious, in this case, the debt is not renewed, and the old debt remains in effect.

It is worth noting that debt renewal leads to the "extinguishment of the debt," so no legal effect is attached to the old debt after the renewal.

This article is considered one of the most important articles related to debt renewal, as it clarifies how the obligation is extinguished and enumerates its methods.

Explanation of Article 222

This article addresses the statement of "novation of parties," which is: the discharge of an obligation by creating a new obligation in its place, provided there is a change in one of the parties to the obligation. The article states that novation of parties occurs in two cases:

• First: "Debtor novation," which is when a new debtor replaces the old debtor, and the old debtor is no longer responsible for the obligation. For example, if a person owes another a certain amount, and then another person replaces him, and the creditor accepts this, in this case, the debtor is renewed, the obligation is discharged from the old debtor, and a new obligation arises on the new debtor.

• Second: "Creditor novation," which is when a new creditor replaces the old creditor, and the old creditor is no longer responsible for the obligation. For example, if a person owes another a certain amount, and then another person replaces him, and the debtor accepts this, in this case, the creditor is renewed, the obligation is discharged from the old creditor, and a new obligation arises for the new creditor.

It should be noted that novation of parties leads to the "discharge of the obligation," so no legal effect is imposed on the old obligation after the novation.

This article is considered one of the most important articles related to the novation of parties, as it explains how the obligation is discharged and enumerates its methods.

Explanation of Article 223

This article addresses the statement of "delegation in fulfillment," which is: a person executing the obligation of another person. The article stipulates that delegation in fulfillment occurs in two cases:

• First: "Complete delegation," which is: the person replaces the original debtor in executing the obligation, so that the original debtor is no longer responsible for the obligation. For example, if a person owes another a certain amount, and then delegates another person to execute the obligation, and the creditor accepts this, in this case, the delegation becomes complete, and the obligation is extinguished for the original debtor.

• Second: "Partial delegation," which is: the person replaces the original debtor in executing the obligation, but the original debtor remains responsible for the obligation. For example, if a person owes another a certain amount, and then delegates another person to execute the obligation, and the creditor does not accept this, in this case, the delegation becomes partial, and the original debtor remains responsible for the obligation.

It is worth noting that delegation in fulfillment differs from transfer in that transfer involves the transfer of the debt, whereas delegation in fulfillment involves the execution of the debt.

This article is considered one of the most important articles related to delegation in fulfillment, as it clarifies how the obligation is extinguished and the various ways it can occur.

Explanation of Article 224

This article addresses the statement of "settlement," which is: a contract that resolves the dispute, terminates the litigation, and leads to the discharge of the obligation. The article stipulates that the settlement occurs in two cases:

• First: "Settlement upon acknowledgment," which is: the settlement is based on the debtor's acknowledgment of the debt. In this case, the settlement conclusively resolves the dispute and leads to the discharge of the obligation.

• Second: "Settlement upon denial," which is: the settlement is based on the debtor's denial of the debt. In this case, the settlement conclusively resolves the dispute and leads to the discharge of the obligation, but it does not constitute an acknowledgment of the debt.

It is worth noting that the settlement must be "with the consent of both parties," meaning: the settlement must be agreed upon by both parties; it is not permissible for the settlement to occur without the consent of both parties.

This article is considered one of the most important articles related to settlement, as it clarifies how the obligation is discharged and enumerates its methods.

Explanation of Article 225

This article addresses the statement of the "effect of settlement," which is: that the settlement results in the extinguishment of the obligation, so the creditor is not entitled to claim the debt, and the debtor is not entitled to refrain from fulfillment.

The article stipulates that the settlement leads to the extinguishment of the obligation, for example: if a settlement is reached between the creditor and the debtor, the obligation is extinguished, and the creditor is not entitled to claim the debt again.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, acknowledgments, discharges, or otherwise.

This article is considered one of the most important articles related to the effect of settlement, as it clarifies the impact of settlement on the obligation.

Explanation of Article 226

This article addresses the explanation of "discharge," which is: the creditor's waiver of their right to the debt. The article stipulates that the discharge can be through "any action or statement indicating the waiver," meaning that the discharge must be clear and decisive, without any ambiguity or hesitation. For example, if the creditor says to the debtor: "I discharge you from the debt," this is considered an explicit discharge.

It is worth noting that the discharge must be "with the creditor's consent," meaning that the creditor must have agreed to waive their right to the debt; the discharge cannot occur without the creditor's consent.

This article is considered one of the most important articles related to discharge, as it clarifies how an obligation is extinguished and enumerates its methods.

Explanation of Article 227

This article addresses the statement of the "effect of discharge," which is: that discharge results in the termination of the obligation, so the creditor is not entitled to claim the debt, nor is the debtor entitled to refuse fulfillment.

The article stipulates that discharge leads to the termination of the obligation, for example: if the creditor discharges the debtor from the debt, the obligation is terminated, and the creditor is not entitled to claim the debt again.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, declarations, discharges, or otherwise.

This article is considered one of the most important articles related to the effect of discharge, as it clarifies the impact of discharge on the obligation.

Explanation of Article 228

This article addresses the statement of "impossibility of performance," which is: when the performance of the obligation becomes impossible, without any act by the debtor. The article stipulates that the impossibility of performance leads to the extinguishment of the obligation, meaning that the obligation becomes impossible to achieve, and the debtor cannot fulfill their obligation. For example, if the sold item is damaged before delivery, the debtor cannot deliver it; in this case, the obligation is extinguished without fulfillment.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, declarations, discharges, or otherwise.

This article is considered one of the most important articles related to the impossibility of performance, and it clarifies the impact of impossibility of performance on the obligation.

Explanation of Article 229

This article addresses the statement of "extinctive prescription," which is the lapse of the right to claim a debt due to the passage of time. The article stipulates that extinctive prescription leads to the expiration of the obligation, meaning that the right to claim a debt lapses after the period specified by the system. For example, if the period specified by the system for claiming a debt passes, the right to claim lapses, and the obligation expires.

It is worth noting that extinctive prescription differs from acquisitive prescription in that the former extinguishes the right, while the latter acquires the right.

This article is considered one of the most important articles related to extinctive prescription, as it clarifies the impact of extinctive prescription on the obligation.

Explanation of Article 230

This article addresses the statement of "statutes of limitations," which are: the periods during which the right to claim a debt expires with the passage of time. The article states that the statutes of limitations are of two types:

• First: "Long statute of limitations," which is the period determined by the system for public rights. For example: If the period determined by the system for claiming the debt passes, the right to claim expires, and the obligation is terminated.

• Second: "Short statute of limitations," which is the period determined by the system for private rights. For example: If the period determined by the system for claiming the debt passes, the right to claim expires, and the obligation is terminated.

It is worth noting that the statutes of limitations differ depending on the type of right. For example: The statute of limitations for claims for damages from harmful acts differs from the statute of limitations for contract claims, and the statute of limitations for claims of unjust enrichment differs from the statute of limitations for claims of agency without authority.

This article is considered one of the most important articles related to statutes of limitations, as it clarifies the impact of statutes of limitations on obligations.

Explanation of Article 231

This article addresses the explanation of "suspension of the statute of limitations," which means that the calculation of the limitation period is halted without eliminating the time that has already passed. The article stipulates that the suspension of the statute of limitations occurs in two cases:

• First: If there is a "legal impediment," which means that there is a legal barrier preventing the creditor from claiming the debt. For example, if the creditor is a minor, insane, or mentally incapacitated, in this case, the calculation of the limitation period is halted and does not begin until the impediment is removed.

• Second: If there is a "material impediment," which means that there is a physical barrier preventing the creditor from claiming the debt. For example, if the creditor is in prison, at war, or in a natural disaster, in this case, the calculation of the limitation period is halted and does not begin until the impediment is removed.

It is worth noting that the suspension of the statute of limitations does not lead to the elimination of the time that has passed; rather, it leads to the halting of its calculation. For example, if the limitation period is ten years, and five years have passed, then the calculation is halted for two years, and the impediment is removed, the remaining limitation period is three years.

This article is considered one of the most important articles related to the suspension of the statute of limitations, as it clarifies the impact of the suspension on the obligation.

Explanation of Article 232

This article addresses the statement of "interruption of prescription," which means that the elapsed period of prescription is nullified, and a new period begins to be calculated. The article stipulates that the interruption of prescription occurs in two cases:

• First: If the "creditor demands the debt," which means that the creditor demands the debt, whether judicially or non-judicially. For example, if the creditor files a lawsuit to claim the debt or sends a warning to the debtor, in this case, the prescription is interrupted, and a new period begins to be calculated.

• Second: If the "debtor acknowledges the debt," which means that the debtor acknowledges the debt, whether explicitly or implicitly. For example, if the debtor pays part of the debt or requests a grace period to fulfill the debt, in this case, the prescription is interrupted, and a new period begins to be calculated.

It is worth noting that the interruption of prescription leads to the nullification of the elapsed period of prescription, and a new period begins to be calculated. For example, if the prescription period is ten years, and five years have elapsed, then the prescription is interrupted, a new period of ten years begins to be calculated.

This article is considered one of the most important articles related to the interruption of prescription, and it clarifies the impact of the interruption of prescription on the obligation.

Explanation of Article 233

This article addresses the statement of "effects of the discharge of obligation," which are: the consequences that result from the discharge of obligation. The article stipulates that the effects of the discharge of obligation include:

• First: "Release of the debtor," which means that the debtor becomes not responsible for the debt, and the creditor is not entitled to claim the debt again.

• Second: "Removal of guarantees," which means that the guarantees provided for the debt, such as mortgage, surety, and the like, are removed.

• Third: "Removal of interest," which means that the interest that was accruing on the debt, such as delay interest, contractual interest, and the like, is removed.

It should be noted that these effects apply to all types of obligations, whether they are contracts, declarations, discharges, or otherwise.

This article is considered one of the most important articles related to the effects of the discharge of obligation, as it clarifies the impact of the discharge of obligation on the obligation.

Explanation of Article 234

This article addresses the concept of "transformation in obligation," which means that the nature of the obligation, its parties, its subject, or its cause changes without the obligation being extinguished. The article states that transformation in obligation occurs in two cases:

• First: "Assignment," which means that the debt is transferred from one creditor to another, or from one debtor to another, without the original debt being extinguished. For example, if a creditor assigns his debt to another person, the debt is transferred to the other person, and the debtor remains responsible for the debt.

• Second: "Delegation," which means that a person fulfills the obligation of another person. This can be a complete delegation or a partial delegation.

It is worth noting that transformation in obligation does not lead to the extinguishment of the obligation but rather results in a change in its nature, parties, subject, or cause.

This article is considered one of the most important articles related to transformation in obligation, as it clarifies the impact of transformation on the obligation.

Explanation of Article 235

This article addresses the statement of the "concept of assignment of rights," which is: the transfer of a right from one creditor to another, without changing the debtor. The article stipulates that the assignment of rights must be by "agreement between the original creditor and the new creditor," meaning that the original creditor and the new creditor must agree on the transfer of the right, and the assignment cannot occur without the debtor's consent.

It is worth noting that the assignment of rights must be "explicit," meaning that the assignment must be clear and decisive, without any ambiguity or hesitation. For example, the assignment cannot be implicit, conditional, or unknown.

This article is considered one of the most important articles related to the concept of assignment of rights, as it clarifies the impact of the assignment of rights on the obligation.

Explanation of Article 236

This article addresses the statement of the "conditions for the assignment of rights," which are: the conditions that must be met for the validity of the assignment of rights. The article stipulates that the conditions for the assignment of rights include:

• First: "The right must be assignable," meaning: the right must be one that can be assigned. Personal rights or rights that are non-transferable by statutory provision cannot be assigned.

• Second: "The right must be known," meaning: the right being assigned must be known. An unknown right or an unspecified right cannot be assigned.

• Third: "The assignment must be explicit," meaning: the assignment must be clear and decisive, without any ambiguity or hesitation. For example, the assignment cannot be implicit, conditional, or unknown.

• Fourth: "The debtor must be notified of the assignment," meaning: the debtor must be informed of the transfer of the right to the new creditor. The assignment does not have any effect on the debtor's rights until they are notified of it.

It should be noted that these conditions do not affect the existence of the right but rather its assignment.

This article is considered one of the most important articles related to the conditions for the assignment of rights, as it clarifies the impact of these conditions on the obligation.

Explanation of Article 237

This article addresses the statement of "Effects of Assignment of Right," which are: the consequences that result from the assignment of the right. The article stipulates that the effects of the assignment of the right include:

• First: "Transfer of the right to the new creditor," which means: the new creditor becomes the rightful owner and has the right to claim the debt from the debtor.

• Second: "The debtor remains liable for the debt," which means: the debtor remains responsible for the debt and is not discharged from it except by fulfilling it to the new creditor.

• Third: "Transfer of guarantees and accessories," which means: the guarantees and accessories provided for the debt are transferred to the new creditor, such as: mortgage, surety, interest, and the like.

It should be noted that this provision applies to all types of rights, whether they are contracts, acknowledgments, discharges, or otherwise.

This article is considered one of the most important articles related to the effects of the assignment of right, and it clarifies the impact of the assignment of right on the obligation.

Explanation of Article 238

This article addresses the explanation of the "concept of debt transfer," which is: the transfer of debt from one debtor to another, without changing the creditor. The article stipulates that the transfer of debt occurs through an "agreement between the original debtor and the new debtor," meaning that the original debtor and the new debtor agree on the transfer of the debt, provided the creditor consents.

It should be noted that the transfer of debt must be "explicit," meaning that the transfer must be clear and decisive, without any ambiguity or hesitation. For example, the transfer cannot be implicit, conditional, or unknown.

This article is considered one of the most important articles related to the concept of debt transfer, as it clarifies the impact of debt transfer on the obligation.

Explanation of Article 239

This article addresses the statement of "conditions for the transfer of debt," which are: the conditions that must be met for the validity of the transfer of debt. The article stipulates that the conditions for the transfer of debt include:

• First: "The debt must be transferable," meaning: the debt must be such that it can be transferred; debts that are not transferable by statutory provision cannot be transferred.

• Second: "The debt must be known," meaning: the debt being transferred must be known; it is not permissible to transfer an unknown or unspecified debt.

• Third: "The transfer must be explicit," meaning: the transfer must be clear and decisive, without any ambiguity or hesitation. For example, the transfer cannot be implicit, conditional, or unknown.

• Fourth: "The creditor must consent to the transfer," meaning: the creditor must agree to the transfer of the debt to the new debtor; the transfer has no effect on the creditor's rights until they consent to it.

It should be noted that these conditions do not affect the existence of the debt but rather its transfer.

This article is considered one of the most important articles related to the conditions for the transfer of debt, as it clarifies the impact of these conditions on the obligation.

Explanation of Article 240

This article addresses the statement of "Effects of Debt Assignment," which are: the consequences that result from the assignment of debt. The article stipulates that the effects of debt assignment include:

• First: "Transfer of the debt to the new debtor," which means that the new debtor becomes responsible for the debt, and the creditor has the right to demand the debt from them.

• Second: "Discharge of the original debtor," which means that the original debtor is released from the debt, and the creditor does not have the right to demand the debt from them again.

• Third: "Transfer of guarantees and appurtenances," which means that the guarantees and appurtenances provided for the debt transfer to the new debtor, such as: mortgage, surety, interest, and the like.

It should be noted that this provision applies to all types of debts, whether they are contracts, acknowledgments, discharges, or otherwise.

This article is considered one of the most important articles related to the effects of debt assignment, as it clarifies the impact of debt assignment on the obligation.

Explanation of Article 241

This article addresses the explanation of the "concept of debt delegation," which is: when a person fulfills the obligation of another person. The article states that debt delegation occurs in two cases:

• First: "Complete delegation," which is: when a person replaces the original debtor in fulfilling the obligation, making the original debtor no longer responsible for the obligation. For example, if a person owes another a certain amount, and then delegates another person to fulfill the obligation, and the creditor accepts this, in this case, the delegation becomes complete, and the obligation is discharged from the original debtor.

• Second: "Partial delegation," which is: when a person replaces the original debtor in fulfilling the obligation, but the original debtor remains responsible for the obligation. For example, if a person owes another a certain amount, and then delegates another person to fulfill the obligation, and the creditor does not accept this, in this case, the delegation becomes partial, and the original debtor remains responsible for the obligation.

It is worth noting that debt delegation differs from assignment in that assignment involves the transfer of the debt, whereas delegation in debt involves the execution of the debt.

This article is considered one of the most important articles related to debt delegation, as it clarifies the impact of debt delegation on the obligation.

Explanation of Article 242

This article addresses the statement of the "effects of debt delegation," which are: the consequences that result from debt delegation. The article stipulates that the effects of debt delegation include:

• First: "Discharge of the original debtor," which means that the original debtor is discharged from the debt, and the creditor is not entitled to demand the debt from them again, except in the case of incomplete delegation.

• Second: "Responsibility of the delegate," which means that the delegate becomes responsible for the debt, and the creditor is entitled to demand the debt from them.

It is worth noting that this ruling applies to all types of debts, whether they are contracts, acknowledgments, discharges, or otherwise.

This article is considered one of the most important articles related to the effects of debt delegation, as it clarifies the impact of the effects of debt delegation on the obligation.

Explanation of Article 243

This article addresses the statement of "contracting for the act of another," which is: when a person contracts with another person and commits that a third person will perform a specific act. The article stipulates that contracting for the act of another occurs in two cases:

• First: If the contracting is "on behalf," meaning that a person contracts in the name of another person. In this case, the contractor is obligated to contract in the name of the other, and the contract produces its effects on the rights of the other.

• Second: If the contracting is "voluntary," meaning that a person contracts in his own name, but the contract is for the benefit of another person. In this case, the contractor is obligated by the contract, and the contract produces its effects on his rights, unless the other approves the contract. In this case, the contract becomes "valid" and produces its effects on the rights of the other.

It is worth noting that contracting for the act of another differs from contracting for the benefit of another in that contracting for the act of another involves the obligation of a third person, whereas contracting for the benefit of another involves the creation of a right for a third person.

This article is considered one of the most important articles related to contracting for the act of another, as it clarifies how to contract for the act of another and enumerates its methods.

Explanation of Article 244

This article addresses the statement of "the effects of contracting on the work of others," which are: the consequences that result from a contract made on the work of others. The article stipulates that the effects of contracting on the work of others include:

• First: "The right of others to demand the work," which means: that others have the right to demand the work that the contractor has committed to, and the contractor may not withdraw from this work except with the consent of others.

• Second: "The contractor's right to withdraw from the contract," which means: that the contractor has the right to withdraw from the contract he made on the work of others, provided that others have not accepted this contract. In this case, the contractor may withdraw from the contract without any legal effect.

It should be noted that this provision applies to all types of contracts, whether they are contracts of exchange or donation contracts, and whether they are consensual or formal contracts.

This article is considered one of the most important articles related to the effects of contracting on the work of others, as it protects the rights of others and provides them with the opportunity to demand the work that the contractor has committed to.

Explanation of Article 245

This article addresses the explanation of the "concept of fulfillment," which is: the debtor executing his obligation, and it is the natural way for the obligation to be extinguished. The article stipulates that fulfillment is by "performing what the debtor has committed to," meaning: the debtor must execute his obligation in the agreed-upon manner, and he may not refrain from fulfillment except in the cases exempted by the article, which are:

• First: If fulfillment is "impossible," meaning that fulfillment is impossible to achieve, the debtor cannot execute his obligation. For example, if the sold item is destroyed before delivery, the debtor cannot deliver it, and in this case, the obligation is extinguished without fulfillment.

• Second: If fulfillment is "without the creditor's consent," meaning that the debtor executes his obligation, but without the creditor's consent, in this case, the fulfillment is not considered valid, and the obligation is not extinguished.

It should be noted that fulfillment must be "correct," meaning: the fulfillment must match what was agreed upon by the parties, without any change or modification. For example, if the debtor is obligated to deliver a specific car, he may not deliver a different car.

This article is considered one of the most important articles related to fulfillment, as it clarifies how the obligation is extinguished and enumerates its methods.

Explanation of Article 246

This article addresses the statement of the "effect of fulfillment," which is: that fulfillment results in the extinguishment of the obligation, so the creditor has no right to demand the debt, and the debtor has no right to refrain from fulfillment.

The article stipulates that fulfillment leads to the extinguishment of the obligation. For example, if the debtor fulfills their obligation, the obligation is extinguished, and the creditor has no right to demand the debt again.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, acknowledgments, discharges, or otherwise.

This article is considered one of the most important articles related to the effect of fulfillment, as it clarifies the impact of fulfillment on the obligation.

Explanation of Article 247

This article addresses the statement of "time of fulfillment," which is: the time when the debtor must fulfill the debt. The article stipulates that the time of fulfillment is at the agreed time. For example, if the contracting parties agree that the debt should be fulfilled on a specific date, the debtor must fulfill the debt on that date.

It is worth noting that the time of fulfillment must be "known," meaning it should not be unknown or unspecified. For example, it is not permissible to agree that the debt be fulfilled "at the debtor's convenience" or "upon the creditor's request," as this is not known.

This article is considered one of the most important articles related to the time of fulfillment, as it clarifies the impact of the time of fulfillment on the obligation.

Explanation of Article 248

This article addresses the statement of the "place of performance," which is: the place where the debtor must fulfill the debt. The article stipulates that the place of performance shall be the agreed-upon location. For example, if the contracting parties agree that the debt shall be fulfilled in a specific city, the debtor must fulfill the debt in that city.

It is worth noting that the place of performance must be "known," meaning it should not be unknown or unspecified. For example, it is not permissible to agree that the debt will be fulfilled in "any place" or "an unknown place," as this is not known.

This article is considered one of the most important articles related to the place of performance, as it clarifies the impact of the place of performance on the obligation.

Explanation of Article 249

This article addresses the statement of "method of fulfillment," which is: the manner in which the debtor must fulfill the debt. The article stipulates that the method of fulfillment should be as agreed upon. For example, if the contracting parties agree that the debt should be fulfilled in cash, the debtor must fulfill the debt in cash.

It is worth noting that the method of fulfillment must be "legitimate," meaning it should not be contrary to public order or public morals. For example, it is not permissible to agree that the debt be fulfilled with drugs, unlicensed weapons, or the like.

This article is considered one of the most important articles related to the method of fulfillment, as it clarifies the impact of the method of fulfillment on the obligation.

Explanation of Article 250

This article addresses the statement of "payment expenses," which are the expenses incurred in the fulfillment of a debt. The article stipulates that the payment expenses are borne by the debtor, unless there is an agreement or statutory provision to the contrary. For example, if the contracting parties agree that the payment expenses are to be borne by the creditor, then in this case, the payment expenses will be on the creditor.

It is worth noting that the payment expenses must be "legitimate," meaning they must not be contrary to public order or public morals. For instance, payment expenses cannot be in the form of drugs, unlicensed weapons, or similar items.

This article is considered one of the most important articles related to payment expenses, as it clarifies the impact of payment expenses on the obligation.

Explanation of Article 251

This article addresses the statement of "installment payment," which means that the debtor fulfills the debt in installments. The article stipulates that installment payment is permissible unless there is an agreement or statutory provision to the contrary. For example, if the contracting parties agree that the debt should be paid in a single installment, then in this case, installment payment is not permissible.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, acknowledgments, discharges, or otherwise.

This article is considered one of the most important articles related to installment payment, and it clarifies the impact of installment payment on the obligation.

Explanation of Article 252

This article addresses the statement of "fulfillment before the due date," which means that the debtor fulfills the debt before the due date. The article stipulates that it is permissible to fulfill the debt before the due date unless there is an agreement or statutory provision to the contrary. For example, if the contracting parties agree that the debt may not be fulfilled before the due date, then in this case, the debt may not be fulfilled before the due date.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, declarations, releases, or otherwise.

This article is considered one of the most important articles related to fulfillment before the due date, as it clarifies the impact of fulfillment before the due date on the obligation.

Explanation of Article 253

This article addresses the statement of "partial fulfillment," which is when the debtor fulfills part of the debt. The article stipulates that partial fulfillment is not permissible unless there is an agreement or a statutory provision to the contrary. For example, if the contracting parties agree that partial fulfillment is permissible, then in this case, partial fulfillment is allowed.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, declarations, discharges, or otherwise.

This article is considered one of the most important articles related to partial fulfillment, and it clarifies the impact of partial fulfillment on the obligation.

Explanation of Article 254

This article addresses the statement "fulfillment by a non-debtor," which is when a person other than the debtor fulfills the debt. The article stipulates that fulfillment by a non-debtor is permissible unless there is an agreement or statutory provision to the contrary. For example, if the contracting parties agree that fulfillment by a non-debtor is not allowed, then in this case, fulfillment by a non-debtor is not permissible.

It is worth noting that this provision applies to all types of obligations, whether they are contracts, declarations, discharges, or otherwise.

This article is considered one of the most important articles related to fulfillment by a non-debtor, and it clarifies the impact of fulfillment by a non-debtor on the obligation.

Explanation of Article 255

This article addresses the statement of "proof of fulfillment," which is: proving that the debtor has fulfilled their obligation. The article stipulates that proof of fulfillment can be established by "all means of proof," meaning that fulfillment can be proven by any of the legally prescribed methods of proof, such as writing, testimony, presumptions, acknowledgment, oath, and the like.

It is worth noting that proof of fulfillment must be "correct," meaning that there should be no doubt or hesitation in its indication of fulfillment. For example, fulfillment cannot be proven by the testimony of a single person, a weak presumption, or an unclear acknowledgment.

This article is considered one of the most important articles related to proving fulfillment, as it clarifies how to prove fulfillment and enumerates its methods.

Explanation of Article 256

This article addresses the concept of "performance by substitution," which means that the debtor fulfills their obligation by providing something other than what was originally agreed upon, provided the creditor consents. The article states that performance by substitution occurs in two cases:

• First: If the performance is "something else," meaning the debtor fulfills their obligation by providing something other than what was originally agreed upon. For example, if the debtor was obligated to deliver a car and instead provides a sum of money, and the creditor accepts this, the obligation is discharged in this case.

• Second: If the performance is "a benefit," meaning the debtor fulfills their obligation by providing a different benefit than what was originally agreed upon. For example, if the debtor was obligated to build a house and instead provides another service, and the creditor accepts this, the obligation is discharged in this case.

It should be noted that performance by substitution must be "with the consent of the creditor," meaning the creditor must agree to the performance by substitution. It is not permissible for performance by substitution to occur without the creditor's consent.

This article is considered one of the most important articles related to performance by substitution, as it clarifies how obligations are discharged and the various methods of doing so.

Explanation of Article 257

This article addresses the statement of "set-off," which is: the extinguishment of two reciprocal obligations to the extent of the lesser amount. The article stipulates that set-off occurs in two cases:

• First: "Legal Set-off," which is the set-off that occurs by the force of the system, without the need for an agreement between the contracting parties, provided that the debts are "reciprocal," "of the same kind," "due," and "free from dispute." For example, if a person owes another a certain amount, and the other party owes him another amount, in this case, legal set-off occurs between the two debts, and each is extinguished to the extent of the lesser amount.

• Second: "Contractual Set-off," which is the set-off that occurs by agreement of the contracting parties, and it may occur in cases other than those in which legal set-off occurs. For example, if the debts are not of the same kind, or not due, or not free from dispute, in this case, contractual set-off may occur between them.

It should be noted that set-off leads to the "extinguishment of the obligation," so no legal effect is imposed on the debts after the set-off.

This article is considered one of the most important articles related to set-off, as it clarifies how the obligation is extinguished and enumerates its methods.

Explanation of Article 258

This article addresses the statement of "judicial set-off," which is the set-off that is effected by a court ruling. The article stipulates that the court may adjudicate judicial set-off in cases where the conditions for legal or contractual set-off are not met. For example, if the two debts are not of the same type, not due for performance, or not free from dispute, in such cases, the court may adjudicate judicial set-off between them.

It should be noted that judicial set-off leads to the "extinguishment of the obligation," so no legal effect is imposed on the two debts after the set-off.

This article is considered one of the most important articles related to judicial set-off, as it explains how the obligation is extinguished and enumerates its methods.

Explanation of Article 259

This article addresses the explanation of "debt renewal," which is: the extinguishment of a debt by creating a new debt in its place. The article stipulates that debt renewal occurs in two cases:

• First: "Real Renewal," which is: when there is a change in one of the parties to the debt, or in the subject of the debt, or in the cause of the debt. For example, if a person owes another a certain amount, and then the two parties agree to replace this debt with another debt, or replace the debtor with another debtor, or replace the creditor with another creditor, in this case, the debt is genuinely renewed.

• Second: "Fictitious Renewal," which is: when there is a change in one of the parties to the debt, or in the subject of the debt, or in the cause of the debt, but it is fictitious, meaning there is no real change. For example, if a person owes another a certain amount, and then the two parties agree to replace this debt with another debt, but it is fictitious, in this case, the debt is not renewed, and the old debt remains in effect.

It is worth noting that debt renewal leads to the "extinguishment of the debt," so no legal effect is attached to the old debt after the renewal.

This article is considered one of the most important articles related to debt renewal, as it clarifies how the obligation is extinguished and enumerates its methods.

Explanation of Article 260

This article addresses the statement of "novation of parties," which is: the discharge of an obligation by creating a new obligation in its place, provided there is a change in one of the parties to the obligation. The article states that novation of parties occurs in two cases:

• First: "Debtor novation," which is when a new debtor replaces the old debtor, and the old debtor is no longer responsible for the obligation. For example, if a person owes another a certain amount, and then another person replaces him, and the creditor accepts this, in this case, the debtor is renewed, the obligation is discharged from the old debtor, and a new obligation arises on the new debtor.

• Second: "Creditor novation," which is when a new creditor replaces the old creditor, and the old creditor is no longer responsible for the obligation. For example, if a person owes another a certain amount, and then another person replaces him, and the debtor accepts this, in this case, the creditor is renewed, the obligation is discharged from the old creditor, and a new obligation arises for the new creditor.

It should be noted that novation of parties leads to the "discharge of the obligation," so no legal effect is imposed on the old obligation after the novation.

This article is considered one of the most important articles related to the novation of parties, as it explains how the obligation is discharged and enumerates its methods.

Explanation of Article 261

This article addresses the statement of "delegation in fulfillment," which is: a person executing the obligation of another person. The article stipulates that delegation in fulfillment occurs in two cases:

• First: "Complete delegation," which is: the person replaces the original debtor in executing the obligation, so that the original debtor is no longer responsible for the obligation. For example, if a person owes another a certain amount, and then delegates another person to execute the obligation, and the creditor accepts this, in this case, the delegation becomes complete, and the obligation is extinguished for the original debtor.

• Second: "Partial delegation," which is: the person replaces the original debtor in executing the obligation, but the original debtor remains responsible for the obligation. For example, if a person owes another a certain amount, and then delegates another person to execute the obligation, and the creditor does not accept this, in this case, the delegation becomes partial, and the original debtor remains responsible for the obligation.

It is worth noting that delegation in fulfillment differs from transfer in that transfer involves the transfer of the debt, whereas delegation in fulfillment involves the execution of the debt.

This article is considered one of the most important articles related to delegation in fulfillment, as it clarifies how the obligation is extinguished and the various ways it can occur.

Explanation of Article 262

This article addresses the statement of "settlement," which is: a contract that resolves the dispute, terminates the litigation, and leads to the discharge of the obligation. The article stipulates that the settlement occurs in two cases:

• First: "Settlement upon acknowledgment," which is: the settlement is based on the debtor's acknowledgment of the debt. In this case, the settlement conclusively resolves the dispute and leads to the discharge of the obligation.

• Second: "Settlement upon denial," which is: the settlement is based on the debtor's denial of the debt. In this case, the settlement conclusively resolves the dispute and leads to the discharge of the obligation, but it does not constitute an acknowledgment of the debt.

It is worth noting that the settlement must be "with the consent of both parties," meaning: the settlement must be agreed upon by both parties; it is not permissible for the settlement to occur without the consent of both parties.

This article is considered one of the most important articles related to settlement, as it clarifies how the obligation is discharged and enumerates its methods.

Explanation of Article 263

This article addresses the statement of the "effect of settlement," which is: that the settlement results in the extinguishment of the obligation, so the creditor is not entitled to claim the debt, and the debtor is not entitled to refrain from fulfillment.

The article stipulates that the settlement leads to the extinguishment of the obligation, for example: if a settlement is reached between the creditor and the debtor, the obligation is extinguished, and the creditor is not entitled to claim the debt again.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, acknowledgments, discharges, or otherwise.

This article is considered one of the most important articles related to the effect of settlement, as it clarifies the impact of settlement on the obligation.

Explanation of Article 264

This article addresses the explanation of "discharge," which is: the creditor's waiver of their right to the debt. The article stipulates that the discharge can be through "any action or statement indicating the waiver," meaning that the discharge must be clear and decisive, without any ambiguity or hesitation. For example, if the creditor says to the debtor: "I discharge you from the debt," this is considered an explicit discharge.

It is worth noting that the discharge must be "with the creditor's consent," meaning that the creditor must have agreed to waive their right to the debt; the discharge cannot occur without the creditor's consent.

This article is considered one of the most important articles related to discharge, as it clarifies how an obligation is extinguished and enumerates its methods.

Explanation of Article 265

This article addresses the statement of the "effect of discharge," which is: that discharge results in the termination of the obligation, so the creditor is not entitled to claim the debt, nor is the debtor entitled to refuse fulfillment.

The article stipulates that discharge leads to the termination of the obligation, for example: if the creditor discharges the debtor from the debt, the obligation is terminated, and the creditor is not entitled to claim the debt again.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, declarations, discharges, or otherwise.

This article is considered one of the most important articles related to the effect of discharge, as it clarifies the impact of discharge on the obligation.

Explanation of Article 266

This article addresses the statement of "impossibility of performance," which is: when the performance of the obligation becomes impossible, without any act by the debtor. The article stipulates that the impossibility of performance leads to the extinguishment of the obligation, meaning that the obligation becomes impossible to achieve, and the debtor cannot fulfill their obligation. For example, if the sold item is damaged before delivery, the debtor cannot deliver it; in this case, the obligation is extinguished without fulfillment.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, declarations, discharges, or otherwise.

This article is considered one of the most important articles related to the impossibility of performance, and it clarifies the impact of impossibility of performance on the obligation.

Explanation of Article 267

This article addresses the statement of "extinctive prescription," which is the lapse of the right to claim a debt due to the passage of time. The article stipulates that extinctive prescription leads to the expiration of the obligation, meaning that the right to claim a debt lapses after the period specified by the system. For example, if the period specified by the system for claiming a debt passes, the right to claim lapses, and the obligation expires.

It is worth noting that extinctive prescription differs from acquisitive prescription in that the former extinguishes the right, while the latter acquires the right.

This article is considered one of the most important articles related to extinctive prescription, as it clarifies the impact of extinctive prescription on the obligation.

Explanation of Article 268

This article addresses the statement of "statutes of limitations," which are: the periods during which the right to claim a debt expires with the passage of time. The article states that the statutes of limitations are of two types:

• First: "Long statute of limitations," which is the period determined by the system for public rights. For example: If the period determined by the system for claiming the debt passes, the right to claim expires, and the obligation is terminated.

• Second: "Short statute of limitations," which is the period determined by the system for private rights. For example: If the period determined by the system for claiming the debt passes, the right to claim expires, and the obligation is terminated.

It is worth noting that the statutes of limitations differ depending on the type of right. For example: The statute of limitations for claims for damages from harmful acts differs from the statute of limitations for contract claims, and the statute of limitations for claims of unjust enrichment differs from the statute of limitations for claims of agency without authority.

This article is considered one of the most important articles related to statutes of limitations, as it clarifies the impact of statutes of limitations on obligations.

Explanation of Article 269

This article addresses the explanation of "suspension of the statute of limitations," which means that the calculation of the limitation period is halted without eliminating the time that has already passed. The article stipulates that the suspension of the statute of limitations occurs in two cases:

• First: If there is a "legal impediment," which means that there is a legal barrier preventing the creditor from claiming the debt. For example, if the creditor is a minor, insane, or mentally incapacitated, in this case, the calculation of the limitation period is halted and does not begin until the impediment is removed.

• Second: If there is a "material impediment," which means that there is a physical barrier preventing the creditor from claiming the debt. For example, if the creditor is in prison, at war, or in a natural disaster, in this case, the calculation of the limitation period is halted and does not begin until the impediment is removed.

It is worth noting that the suspension of the statute of limitations does not lead to the elimination of the time that has passed; rather, it leads to the halting of its calculation. For example, if the limitation period is ten years, and five years have passed, then the calculation is halted for two years, and the impediment is removed, the remaining limitation period is three years.

This article is considered one of the most important articles related to the suspension of the statute of limitations, as it clarifies the impact of the suspension on the obligation.

Explanation of Article 270

This article addresses the statement of "interruption of prescription," which means that the elapsed period of prescription is nullified, and a new period begins to be calculated. The article stipulates that the interruption of prescription occurs in two cases:

• First: If the "creditor demands the debt," which means that the creditor demands the debt, whether judicially or non-judicially. For example, if the creditor files a lawsuit to claim the debt or sends a warning to the debtor, in this case, the prescription is interrupted, and a new period begins to be calculated.

• Second: If the "debtor acknowledges the debt," which means that the debtor acknowledges the debt, whether explicitly or implicitly. For example, if the debtor pays part of the debt or requests a grace period to fulfill the debt, in this case, the prescription is interrupted, and a new period begins to be calculated.

It is worth noting that the interruption of prescription leads to the nullification of the elapsed period of prescription, and a new period begins to be calculated. For example, if the prescription period is ten years, and five years have elapsed, then the prescription is interrupted, a new period of ten years begins to be calculated.

This article is considered one of the most important articles related to the interruption of prescription, and it clarifies the impact of the interruption of prescription on the obligation.

Explanation of Article 271

This article addresses the statement of "effects of the discharge of obligation," which are: the consequences that result from the discharge of obligation. The article stipulates that the effects of the discharge of obligation include:

• First: "Release of the debtor," which means that the debtor becomes not responsible for the debt, and the creditor is not entitled to claim the debt again.

• Second: "Removal of guarantees," which means that the guarantees provided for the debt, such as mortgage, surety, and the like, are removed.

• Third: "Removal of interest," which means that the interest that was accruing on the debt, such as delay interest, contractual interest, and the like, is removed.

It should be noted that these effects apply to all types of obligations, whether they are contracts, declarations, discharges, or otherwise.

This article is considered one of the most important articles related to the effects of the discharge of obligation, as it clarifies the impact of the discharge of obligation on the obligation.

Explanation of Article 272

This article addresses the concept of "transformation in obligation," which means that the nature of the obligation, its parties, its subject, or its cause changes without the obligation being extinguished. The article states that transformation in obligation occurs in two cases:

• First: "Assignment," which means that the debt is transferred from one creditor to another, or from one debtor to another, without the original debt being extinguished. For example, if a creditor assigns his debt to another person, the debt is transferred to the other person, and the debtor remains responsible for the debt.

• Second: "Delegation," which means that a person fulfills the obligation of another person. This can be a complete delegation or a partial delegation.

It is worth noting that transformation in obligation does not lead to the extinguishment of the obligation but rather results in a change in its nature, parties, subject, or cause.

This article is considered one of the most important articles related to transformation in obligation, as it clarifies the impact of transformation on the obligation.

Explanation of Article 273

This article addresses the statement of the "concept of assignment of rights," which is: the transfer of a right from one creditor to another, without changing the debtor. The article stipulates that the assignment of rights must be by "agreement between the original creditor and the new creditor," meaning that the original creditor and the new creditor must agree on the transfer of the right, and the assignment cannot occur without the debtor's consent.

It is worth noting that the assignment of rights must be "explicit," meaning that the assignment must be clear and decisive, without any ambiguity or hesitation. For example, the assignment cannot be implicit, conditional, or unknown.

This article is considered one of the most important articles related to the concept of assignment of rights, as it clarifies the impact of the assignment of rights on the obligation.

Explanation of Article 274

This article addresses the statement of the "conditions for the assignment of rights," which are: the conditions that must be met for the validity of the assignment of rights. The article stipulates that the conditions for the assignment of rights include:

• First: "The right must be assignable," meaning: the right must be one that can be assigned. Personal rights or rights that are non-transferable by statutory provision cannot be assigned.

• Second: "The right must be known," meaning: the right being assigned must be known. An unknown right or an unspecified right cannot be assigned.

• Third: "The assignment must be explicit," meaning: the assignment must be clear and decisive, without any ambiguity or hesitation. For example, the assignment cannot be implicit, conditional, or unknown.

• Fourth: "The debtor must be notified of the assignment," meaning: the debtor must be informed of the transfer of the right to the new creditor. The assignment does not have any effect on the debtor's rights until they are notified of it.

It should be noted that these conditions do not affect the existence of the right but rather its assignment.

This article is considered one of the most important articles related to the conditions for the assignment of rights, as it clarifies the impact of these conditions on the obligation.

Explanation of Article 275

This article addresses the statement of "Effects of Assignment of Right," which are: the consequences that result from the assignment of the right. The article stipulates that the effects of the assignment of the right include:

• First: "Transfer of the right to the new creditor," which means: the new creditor becomes the rightful owner and has the right to claim the debt from the debtor.

• Second: "The debtor remains liable for the debt," which means: the debtor remains responsible for the debt and is not discharged from it except by fulfilling it to the new creditor.

• Third: "Transfer of guarantees and accessories," which means: the guarantees and accessories provided for the debt are transferred to the new creditor, such as: mortgage, surety, interest, and the like.

It should be noted that this provision applies to all types of rights, whether they are contracts, acknowledgments, discharges, or otherwise.

This article is considered one of the most important articles related to the effects of the assignment of right, and it clarifies the impact of the assignment of right on the obligation.

Explanation of Article 276

This article addresses the explanation of the "concept of debt transfer," which is: the transfer of debt from one debtor to another, without changing the creditor. The article stipulates that the transfer of debt occurs through an "agreement between the original debtor and the new debtor," meaning that the original debtor and the new debtor agree on the transfer of the debt, provided the creditor consents.

It should be noted that the transfer of debt must be "explicit," meaning that the transfer must be clear and decisive, without any ambiguity or hesitation. For example, the transfer cannot be implicit, conditional, or unknown.

This article is considered one of the most important articles related to the concept of debt transfer, as it clarifies the impact of debt transfer on the obligation.

Explanation of Article 277

This article addresses the statement of "conditions for the transfer of debt," which are: the conditions that must be met for the validity of the transfer of debt. The article stipulates that the conditions for the transfer of debt include:

• First: "The debt must be transferable," meaning: the debt must be such that it can be transferred; debts that are not transferable by statutory provision cannot be transferred.

• Second: "The debt must be known," meaning: the debt being transferred must be known; it is not permissible to transfer an unknown or unspecified debt.

• Third: "The transfer must be explicit," meaning: the transfer must be clear and decisive, without any ambiguity or hesitation. For example, the transfer cannot be implicit, conditional, or unknown.

• Fourth: "The creditor must consent to the transfer," meaning: the creditor must agree to the transfer of the debt to the new debtor; the transfer has no effect on the creditor's rights until they consent to it.

It should be noted that these conditions do not affect the existence of the debt but rather its transfer.

This article is considered one of the most important articles related to the conditions for the transfer of debt, as it clarifies the impact of these conditions on the obligation.

Explanation of Article 278

This article addresses the statement of "Effects of Debt Assignment," which are: the consequences that result from the assignment of debt. The article stipulates that the effects of debt assignment include:

• First: "Transfer of the debt to the new debtor," which means that the new debtor becomes responsible for the debt, and the creditor has the right to demand the debt from them.

• Second: "Discharge of the original debtor," which means that the original debtor is released from the debt, and the creditor does not have the right to demand the debt from them again.

• Third: "Transfer of guarantees and appurtenances," which means that the guarantees and appurtenances provided for the debt transfer to the new debtor, such as: mortgage, surety, interest, and the like.

It should be noted that this provision applies to all types of debts, whether they are contracts, acknowledgments, discharges, or otherwise.

This article is considered one of the most important articles related to the effects of debt assignment, as it clarifies the impact of debt assignment on the obligation.

Explanation of Article 279

This article addresses the explanation of the "concept of debt delegation," which is: when a person fulfills the obligation of another person. The article states that debt delegation occurs in two cases:

• First: "Complete delegation," which is: when a person replaces the original debtor in fulfilling the obligation, making the original debtor no longer responsible for the obligation. For example, if a person owes another a certain amount, and then delegates another person to fulfill the obligation, and the creditor accepts this, in this case, the delegation becomes complete, and the obligation is discharged from the original debtor.

• Second: "Partial delegation," which is: when a person replaces the original debtor in fulfilling the obligation, but the original debtor remains responsible for the obligation. For example, if a person owes another a certain amount, and then delegates another person to fulfill the obligation, and the creditor does not accept this, in this case, the delegation becomes partial, and the original debtor remains responsible for the obligation.

It is worth noting that debt delegation differs from assignment in that assignment involves the transfer of the debt, whereas delegation in debt involves the execution of the debt.

This article is considered one of the most important articles related to debt delegation, as it clarifies the impact of debt delegation on the obligation.

Explanation of Article 280

This article addresses the statement of the "effects of debt delegation," which are: the consequences that result from debt delegation. The article stipulates that the effects of debt delegation include:

• First: "Discharge of the original debtor," which means that the original debtor is discharged from the debt, and the creditor is not entitled to demand the debt from them again, except in the case of incomplete delegation.

• Second: "Responsibility of the delegate," which means that the delegate becomes responsible for the debt, and the creditor is entitled to demand the debt from them.

It is worth noting that this ruling applies to all types of debts, whether they are contracts, acknowledgments, discharges, or otherwise.

This article is considered one of the most important articles related to the effects of debt delegation, as it clarifies the impact of the effects of debt delegation on the obligation.

Explanation of Article 281

This article addresses the statement of "contracting for the act of another," which is: when a person contracts with another person and commits that a third person will perform a specific act. The article stipulates that contracting for the act of another occurs in two cases:

• First: If the contracting is "on behalf," meaning that a person contracts in the name of another person. In this case, the contractor is obligated to contract in the name of the other, and the contract produces its effects on the rights of the other.

• Second: If the contracting is "voluntary," meaning that a person contracts in his own name, but the contract is for the benefit of another person. In this case, the contractor is obligated by the contract, and the contract produces its effects on his rights, unless the other approves the contract. In this case, the contract becomes "valid" and produces its effects on the rights of the other.

It is worth noting that contracting for the act of another differs from contracting for the benefit of another in that contracting for the act of another involves the obligation of a third person, whereas contracting for the benefit of another involves the creation of a right for a third person.

This article is considered one of the most important articles related to contracting for the act of another, as it clarifies how to contract for the act of another and enumerates its methods.

Explanation of Article 282

This article addresses the explanation of "the effects of contracting on the work of others," which are: the consequences that result from a contract made on the work of others. The article stipulates that the effects of contracting on the work of others include:

• First: "The right of others to demand the work," which means that others have the right to demand the work that the contractor has committed to, and the contractor may not withdraw from this work except with the consent of the other party.

• Second: "The contractor's right to withdraw from the contract," which means that the contractor has the right to withdraw from the contract made on the work of others, provided that the other party has not accepted this contract. In this case, the contractor may withdraw from the contract without any legal consequences.

It is worth noting that this provision applies to all types of contracts, whether they are contracts of exchange or donation contracts, and whether they are consensual contracts or formal contracts.

This article is considered one of the most important articles related to the effects of contracting on the work of others, as it protects the rights of others and provides them with the opportunity to demand the work that the contractor has committed to.

Explanation of Article 283

This article addresses the explanation of the "concept of fulfillment," which is: the debtor executing his obligation, and it is the natural way for the obligation to be extinguished. The article stipulates that fulfillment is by "performing what the debtor has committed to," meaning: the debtor must execute his obligation in the agreed-upon manner, and he may not refrain from fulfillment except in the cases exempted by the article, which are:

• First: If fulfillment is "impossible," meaning that fulfillment is impossible to achieve, the debtor cannot execute his obligation. For example, if the sold item is destroyed before delivery, the debtor cannot deliver it, and in this case, the obligation is extinguished without fulfillment.

• Second: If fulfillment is "without the creditor's consent," meaning that the debtor executes his obligation, but without the creditor's consent, in this case, the fulfillment is not considered valid, and the obligation is not extinguished.

It should be noted that fulfillment must be "correct," meaning: the fulfillment must match what was agreed upon by the parties, without any change or modification. For example, if the debtor is obligated to deliver a specific car, he may not deliver a different car.

This article is considered one of the most important articles related to fulfillment, as it clarifies how the obligation is extinguished and enumerates its methods.

Explanation of Article 284

This article addresses the statement of the "effect of fulfillment," which is: that fulfillment results in the extinguishment of the obligation, so the creditor has no right to demand the debt, and the debtor has no right to refrain from fulfillment.

The article stipulates that fulfillment leads to the extinguishment of the obligation. For example, if the debtor fulfills their obligation, the obligation is extinguished, and the creditor has no right to demand the debt again.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, acknowledgments, discharges, or otherwise.

This article is considered one of the most important articles related to the effect of fulfillment, as it clarifies the impact of fulfillment on the obligation.

Explanation of Article 285

This article addresses the statement of "time of fulfillment," which is: the time when the debtor must fulfill the debt. The article stipulates that the time of fulfillment is at the agreed time. For example, if the contracting parties agree that the debt should be fulfilled on a specific date, the debtor must fulfill the debt on that date.

It is worth noting that the time of fulfillment must be "known," meaning it should not be unknown or unspecified. For example, it is not permissible to agree that the debt be fulfilled "at the debtor's convenience" or "upon the creditor's request," as this is not known.

This article is considered one of the most important articles related to the time of fulfillment, as it clarifies the impact of the time of fulfillment on the obligation.

Explanation of Article 286

This article addresses the statement of the "place of performance," which is: the place where the debtor must fulfill the debt. The article stipulates that the place of performance shall be the agreed-upon location. For example, if the contracting parties agree that the debt shall be fulfilled in a specific city, the debtor must fulfill the debt in that city.

It is worth noting that the place of performance must be "known," meaning it should not be unknown or unspecified. For example, it is not permissible to agree that the debt will be fulfilled in "any place" or "an unknown place," as this is not known.

This article is considered one of the most important articles related to the place of performance, as it clarifies the impact of the place of performance on the obligation.

Explanation of Article 287

This article addresses the statement of "method of fulfillment," which is: the manner in which the debtor must fulfill the debt. The article stipulates that the method of fulfillment should be as agreed upon. For example, if the contracting parties agree that the debt should be fulfilled in cash, the debtor must fulfill the debt in cash.

It is worth noting that the method of fulfillment must be "legitimate," meaning it should not be contrary to public order or public morals. For example, it is not permissible to agree that the debt be fulfilled with drugs, unlicensed weapons, or the like.

This article is considered one of the most important articles related to the method of fulfillment, as it clarifies the impact of the method of fulfillment on the obligation.

Explanation of Article 288

This article addresses the statement of "payment expenses," which are the expenses incurred in the fulfillment of a debt. The article stipulates that the payment expenses are borne by the debtor, unless there is an agreement or statutory provision to the contrary. For example, if the contracting parties agree that the payment expenses are to be borne by the creditor, then in this case, the payment expenses will be on the creditor.

It is worth noting that the payment expenses must be "legitimate," meaning they must not be contrary to public order or public morals. For instance, payment expenses cannot be in the form of drugs, unlicensed weapons, or similar items.

This article is considered one of the most important articles related to payment expenses, as it clarifies the impact of payment expenses on the obligation.

Explanation of Article 289

This article addresses the statement of "installment payment," which means that the debtor fulfills the debt in installments. The article stipulates that installment payment is permissible unless there is an agreement or statutory provision to the contrary. For example, if the contracting parties agree that the debt should be paid in a single installment, then in this case, installment payment is not permissible.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, acknowledgments, discharges, or otherwise.

This article is considered one of the most important articles related to installment payment, and it clarifies the impact of installment payment on the obligation.

Explanation of Article 290

This article addresses the statement of "fulfillment before the due date," which means that the debtor fulfills the debt before the due date. The article stipulates that it is permissible to fulfill the debt before the due date unless there is an agreement or statutory provision to the contrary. For example, if the contracting parties agree that the debt may not be fulfilled before the due date, then in this case, the debt may not be fulfilled before the due date.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, declarations, releases, or otherwise.

This article is considered one of the most important articles related to fulfillment before the due date, as it clarifies the impact of fulfillment before the due date on the obligation.

Explanation of Article 291

This article addresses the statement of "partial fulfillment," which is when the debtor fulfills part of the debt. The article stipulates that partial fulfillment is not permissible unless there is an agreement or a statutory provision to the contrary. For example, if the contracting parties agree that partial fulfillment is permissible, then in this case, partial fulfillment is allowed.

It is worth noting that this ruling applies to all types of obligations, whether they are contracts, declarations, discharges, or otherwise.

This article is considered one of the most important articles related to partial fulfillment, and it clarifies the impact of partial fulfillment on the obligation.

Explanation of Article 292

This article addresses the statement "fulfillment by a non-debtor," which is when a person other than the debtor fulfills the debt. The article stipulates that fulfillment by a non-debtor is permissible unless there is an agreement or statutory provision to the contrary. For example, if the contracting parties agree that fulfillment by a non-debtor is not allowed, then in this case, fulfillment by a non-debtor is not permissible.

It is worth noting that this provision applies to all types of obligations, whether they are contracts, declarations, discharges, or otherwise.

This article is considered one of the most important articles related to fulfillment by a non-debtor, and it clarifies the impact of fulfillment by a non-debtor on the obligation.

Explanation of Article 293

This article addresses the statement of "proof of fulfillment," which is: proving that the debtor has fulfilled their obligation. The article stipulates that proof of fulfillment can be established by "all means of proof," meaning that fulfillment can be proven by any of the legally prescribed methods of proof, such as writing, testimony, presumptions, acknowledgment, oath, and the like.

It is worth noting that proof of fulfillment must be "correct," meaning that there should be no doubt or hesitation in its indication of fulfillment. For example, fulfillment cannot be proven by the testimony of a single person, a weak presumption, or an unclear acknowledgment.

This article is considered one of the most important articles related to proving fulfillment, as it clarifies how to prove fulfillment and enumerates its methods.

Explanation of Article 294

This article addresses the concept of "performance by substitution," which means that the debtor fulfills their obligation by providing something other than what was originally agreed upon, provided the creditor consents. The article states that performance by substitution occurs in two cases:

• First: If the performance is "something else," meaning the debtor fulfills their obligation by providing something other than what was originally agreed upon. For example, if the debtor was obligated to deliver a car and instead provides a sum of money, and the creditor accepts this, the obligation is discharged in this case.

• Second: If the performance is "a benefit," meaning the debtor fulfills their obligation by providing a different benefit than what was originally agreed upon. For example, if the debtor was obligated to build a house and instead provides another service, and the creditor accepts this, the obligation is discharged in this case.

It should be noted that performance by substitution must be "with the consent of the creditor," meaning the creditor must agree to the performance by substitution. It is not permissible for performance by substitution to occur without the creditor's consent.

This article is considered one of the most important articles related to performance by substitution, as it clarifies how obligations are discharged and the various methods of doing so.

Explanation of Article 295

This article addresses the statement of "set-off," which is: the extinguishment of two reciprocal obligations to the extent of the lesser amount. The article stipulates that set-off occurs in two cases:

• First: "Legal Set-off," which is the set-off that occurs by the force of the system, without the need for an agreement between the contracting parties, provided that the debts are "reciprocal," "of the same kind," "due," and "free from dispute." For example, if a person owes another a certain amount, and the other party owes him another amount, in this case, legal set-off occurs between the two debts, and each is extinguished to the extent of the lesser amount.

• Second: "Contractual Set-off," which is the set-off that occurs by agreement of the contracting parties, and it may occur in cases other than those in which legal set-off occurs. For example, if the debts are not of the same kind, or not due, or not free from dispute, in this case, contractual set-off may occur between them.

It should be noted that set-off leads to the "extinguishment of the obligation," so no legal effect is imposed on the debts after the set-off.

This article is considered one of the most important articles related to set-off, as it clarifies how the obligation is extinguished and enumerates its methods.

Explanation of Article 296

This article addresses the statement of "judicial set-off," which is the set-off that is effected by a court ruling. The article stipulates that the court may adjudicate judicial set-off in cases where the conditions for legal or contractual set-off are not met. For example, if the two debts are not of the same type, not due for performance, or not free from dispute, in such cases, the court may adjudicate judicial set-off between them.

It should be noted that judicial set-off leads to the "extinguishment of the obligation," so no legal effect is imposed on the two debts after the set-off.

This article is considered one of the most important articles related to judicial set-off, as it explains how the obligation is extinguished and enumerates its methods.

Explanation of Article 297

This article addresses the explanation of "debt renewal," which is: the extinguishment of a debt by creating a new debt in its place. The article stipulates that debt renewal occurs in two cases:

• First: "Real Renewal," which is: when there is a change in one of the parties to the debt, or in the subject of the debt, or in the cause of the debt. For example, if a person owes another a certain amount, and then the two parties agree to replace this debt with another debt, or replace the debtor with another debtor, or replace the creditor with another creditor, in this case, the debt is genuinely renewed.

• Second: "Fictitious Renewal," which is: when there is a change in one of the parties to the debt, or in the subject of the debt, or in the cause of the debt, but it is fictitious, meaning there is no real change. For example, if a person owes another a certain amount, and then the two parties agree to replace this debt with another debt, but it is fictitious, in this case, the debt is not renewed, and the old debt remains in effect.

It is worth noting that debt renewal leads to the "extinguishment of the debt," so no legal effect is attached to the old debt after the renewal.

This article is considered one of the most important articles related to debt renewal, as it clarifies how the obligation is extinguished and enumerates its methods.

Explanation of Article 298

This article addresses the statement of "novation of parties," which is: the discharge of an obligation by creating a new obligation in its place, provided there is a change in one of the parties to the obligation. The article states that novation of parties occurs in two cases:

• First: "Debtor novation," which is when a new debtor replaces the old debtor, and the old debtor is no longer responsible for the obligation. For example, if a person owes another a certain amount, and then another person replaces him, and the creditor accepts this, in this case, the debtor is renewed, the obligation is discharged from the old debtor, and a new obligation arises on the new debtor.

• Second: "Creditor novation," which is when a new creditor replaces the old creditor, and the old creditor is no longer responsible for the obligation. For example, if a person owes another a certain amount, and then another person replaces him, and the debtor accepts this, in this case, the creditor is renewed, the obligation is discharged from the old creditor, and a new obligation arises for the new creditor.

It should be noted that novation of parties leads to the "discharge of the obligation," so no legal effect is imposed on the old obligation after the novation.

This article is considered one of the most important articles related to the novation of parties, as it explains how the obligation is discharged and enumerates its methods.

Explanation of Article 299

This article addresses the statement of "delegation in fulfillment," which is: a person executing the obligation of another person. The article stipulates that delegation in fulfillment occurs in two cases:

• First: "Complete delegation," which is: the person replaces the original debtor in executing the obligation, so that the original debtor is no longer responsible for the obligation. For example, if a person owes another a certain amount, and then delegates another person to execute the obligation, and the creditor accepts this, in this case, the delegation becomes complete, and the obligation is extinguished for the original debtor.

• Second: "Partial delegation," which is: the person replaces the original debtor in executing the obligation, but the original debtor remains responsible for the obligation. For example, if a person owes another a certain amount, and then delegates another person to execute the obligation, and the creditor does not accept this, in this case, the delegation becomes partial, and the original debtor remains responsible for the obligation.

It is worth noting that delegation in fulfillment differs from transfer in that transfer involves the transfer of the debt, whereas delegation in fulfillment involves the execution of the debt.

This article is considered one of the most important articles related to delegation in fulfillment, as it clarifies how the obligation is extinguished and the various ways it can occur.

Explanation of Article 300

This article addresses the statement of "settlement," which is: a contract that resolves the dispute, terminates the litigation, and leads to the discharge of the obligation. The article stipulates that the settlement occurs in two cases:

• First: "Settlement upon acknowledgment," which is: the settlement is based on the debtor's acknowledgment of the debt. In this case, the settlement conclusively resolves the dispute and leads to the discharge of the obligation.

• Second: "Settlement upon denial," which is: the settlement is based on the debtor's denial of the debt. In this case, the settlement conclusively resolves the dispute and leads to the discharge of the obligation, but it does not constitute an acknowledgment of the debt.

It is worth noting that the settlement must be "with the consent of both parties," meaning: the settlement must be agreed upon by both parties; it is not permissible for the settlement to occur without the consent of both parties.

This article is considered one of the most important articles related to settlement, as it clarifies how the obligation is discharged and enumerates its methods.

Explanation of Article 301

This article addresses the effect of multiple creditors for a single debt on the suspension of the limitation period, and in this regard, it is necessary to distinguish between two cases:

The first case: When there are multiple creditors for a single debt and the debt is divisible, only the creditor who has a valid excuse benefits from the suspension of the limitation period, without the other creditors. If all creditors have a valid excuse, they all benefit from it.

The second case: When there are multiple creditors for a single debt and the debt is indivisible, if one creditor has a valid excuse, the other creditors benefit from the suspension of the limitation period.

As for the case of multiple debtors for a single debt, whether jointly or due to the indivisibility of the debt, it is organized by Article (230) of the system, which states that the creditor, in the case of joint debtors, cannot invoke the excuse that suspends the limitation period except against the debtor for whom the excuse is applicable.

Explanation of Article 302

The article addresses the cases in which the statute of limitations is interrupted. The interruption of the statute of limitations means: the occurrence of a reason attributable either to the debtor or the creditor during the running of the statute of limitations, leading to the cancellation of the period that was running before this reason occurred. Once this reason is removed, the statute of limitations starts anew without accounting for the period prior to the interruption.

From this definition, the fundamental difference between interruption and suspension becomes clear; suspension does not affect the period prior to the reason for suspension, and the statute of limitations resumes after the reason for suspension is removed. However, in the case of interruption, a new statute of limitations period begins after the reason for interruption is removed, and all effects of the period prior to the interruption are nullified.

The article specifies the reasons for interruption exhaustively, which are:

The first reason: The debtor's acknowledgment of the right, explicitly or implicitly; the acknowledgment issued by the debtor of the right implies a waiver of the statute of limitations that elapsed before its issuance, and thus a new period begins from the date of this acknowledgment.

The debtor's acknowledgment may be explicit, and no specific form is required; it can be verbal or written in an official or ordinary document; it can even be in exchanged messages between the debtor and the creditor, and it can appear in an agreement with a third party, such as entering into a contract of assignment of his debt with another party. The debtor's acknowledgment of a void contract is valid as long as the acknowledgment is not affected by defects that invalidate it.

The acknowledgment may also be implicit, inferred from the debtor's actions that indicate his acknowledgment of the creditor's right. Examples include providing the creditor with a guarantor or possessory pledge as security for payment, requesting a deferment from the creditor, paying an installment of the debt, or requesting a set-off between the debt he owes and what is due to him from the creditor.

It is worth noting that if the debtor files a lawsuit claiming his discharge, it is not considered an implicit acknowledgment of the right.

Determining whether the implicit acknowledgment is an acknowledgment of the right or not falls within the discretionary power of the court, but if it refuses to accept the implicit acknowledgment, it must state the reasons for this in its judgment, ensuring oversight by the higher court.

The second reason: The creditor's demand for his right before the judiciary; a judicial demand is considered evidence of the creditor's insistence on his right, and it negates the presumption of payment, which is one of the bases used to justify the inadmissibility of hearing the lawsuit due to the statute of limitations.

A judicial demand refers to the lawsuit filed by the creditor before the judiciary to claim his right, whether this right is personal or in rem, and any lawsuit filed before bodies with judicial jurisdiction is also considered a judicial demand.

A judicial demand produces its effect even if filed before an incompetent court, as the reason is not to penalize the creditor for his ignorance of jurisdiction rules that may not be known to everyone.

For a judicial demand to produce its effect in interrupting the statute of limitations, it must be explicit and clearly indicate the creditor's insistence on his right against the debtor, and it must relate to the subject of the right.

There are cases where a judicial demand does not produce its effect in interrupting the statute of limitations, which are: -1- If the lawsuit is deemed as if it never existed due to not expediting it after being struck off, according to Article (55) of the Law of Sharia Pleadings. -2- If the proceedings are suspended and no request is made to resume them, and the plaintiff is deemed to have abandoned his lawsuit, according to Article (86) of the Law of Sharia Pleadings. -3- If the plaintiff abandons his lawsuit, according to Article (93) of the Law of Sharia Pleadings. -4- If the lawsuit is dismissed due to the invalidity of the statement of claim. 5- If the lawsuit is dismissed on the merits, due to the creditor's lack of entitlement to what he demands. 6- If the lawsuit is dismissed due to lack of interest or standing.

The third reason: Any judicial procedure undertaken by the creditor to insist on his right, provided that this procedure relates to the right the creditor seeks to enforce against the debtor.

Examples of such procedures include the creditor submitting a counterclaim in a lawsuit filed by his debtor against him to satisfy his right, or the creditor intervening in a lawsuit to claim his right from the debtor.

Examples of judicial procedures also include notifying the debtor of the enforceable title, submitting a request to the execution judge to execute against the debtor's assets, or to take precautionary seizure measures, or to seize what the debtor has with others, and the request submitted by the creditor to join the debtor's bankruptcy or distribute his assets.

Explanation of Article 303

The article clarifies the effect of the transfer of obligation to the successor on the prescribed period of limitation, stating that the transfer of obligation does not lead to the interruption of the limitation period, as it is not one of the reasons for the interruption of the limitation period mentioned in Article $(Y\cdot Y)$. The successor receives the right from the predecessor with its attributes, including its limitation period. This article applies equally to the transfer of the right to a specific successor or a general successor, whether this right is transferred based on a legal act such as the assignment of the right, sale, or will, or based on a legal event such as inheritance. An example of this is the heir, for whom the limitation period that began during the life of the predecessor applies; if the debt is subject to a limitation period of ten years, and the predecessor dies after five years, the heir only has five years to claim the debt.

Explanation of Article 304

The article addresses the effect of interrupting the limitation period; the first paragraph establishes the general rule that if the limitation period is interrupted for any of the reasons outlined in Article (302), a new limitation period, identical to the first, begins to be calculated. This period starts from the end of the effect resulting from the reason for the interruption. If the interruption is due to the debtor's acknowledgment, a new period begins following this acknowledgment. If the interruption is due to a legal claim and the creditor's requests are granted or a judgment of non-jurisdiction is issued, a new period begins after the issuance of this judgment. If the interruption is due to another legal procedure, the new period begins after the effect of this procedure ends. In all these cases, the calculation of the new period starts from the day following the end of the effect resulting from the reason for the interruption, in accordance with the general rule stated in Article (299).

The new limitation period is identical to the previous period; if the right is subject to a ten-year limitation period, the new period will also be ten years. If it is subject to a five-year or annual limitation, the new period will likewise be five years or one year.

The second paragraph exempts two cases from the general rule in the first paragraph, which is that the new limitation period after the reason for the interruption ceases is identical to the previous period:

The first case: If the reason that interrupted the previous limitation ends with the issuance of a judicial ruling on the right, a new period begins from the issuance of this ruling, and this period is ten years, regardless of the previous limitation period, even if the previous limitation period was five years or one year. This is because the issuance of the ruling strengthens the right and negates the presumption of payment, which was a justification for shortening the limitation periods for those rights.

An exception to this case is if the right adjudicated includes periodic obligations that are not due until after the issuance of the ruling, the new limitation period for them is identical to the first period, i.e., five years. For example, if the ruling obliges the tenant to pay the rent due until the issuance of the ruling and what is due from the time of the ruling until execution, the rent due is subject to a ten-year limitation because it has lost its periodic and renewable nature, whereas what is due after the ruling is subject to a five-year limitation because it retains its periodic and renewable nature.

The second case: If the right is among the rights mentioned in paragraph (a) of Article (296) or in Article (297), these rights, according to these articles, are of two types:

The first type: Rights of professionals for work related to their professions and expenses incurred, which are subject to a five-year limitation.

The second type: Rights of merchants for goods and services provided to non-traders, and rights of establishments prepared for accommodating guests and restaurants and similar activities, and rights of workers from daily and non-daily wages and the price of things they provided. This type of rights is subject to a one-year limitation.

In both types of rights, if the limitation period is interrupted due to the debtor's acknowledgment, a new period begins, but contrary to the general rule, it is not identical to the first limitation period, which is five years for the first type of rights and one year for the second type; rather, the new period is ten years starting after this acknowledgment, due to the absence of the presumption of payment, which was a justification for shortening the limitation in these rights. This ruling is consistent with the provision of Article (298).

However, if the limitation of either type is interrupted by means other than acknowledgment, such as a legal claim ending in non-jurisdiction, the new period is identical to the first period according to the general rule established in the first paragraph of the article.

The principle is that the interruption of the limitation does not extend its effect to other creditors or to other rights whose limitation was not interrupted. As for its effect not extending to other creditors, an application of this is if the debt is shared among several creditors, such as heirs, for example, and is divisible among them, and one of them interrupts the limitation, the rest of the heirs do not benefit from it. Another application is if the creditor interrupts the limitation against the original debtor, it does not interrupt against the guarantor, and if it is interrupted against the guarantor, it does not interrupt against the original debtor. If the limitation is interrupted against one of the joint debtors, it does not interrupt against the rest of the joint debtors, but if a joint creditor interrupts the limitation, the rest of the joint creditors benefit from it, applying the principle of mutual representation in what benefits in solidarity.

As for the interruption of the limitation affecting only the right in which the limitation was interrupted, this is the principle; the interruption of the limitation does not extend to other rights existing between the creditor and the debtor. If the creditor has several rights against the debtor, and acknowledges one of them, the limitation is interrupted for that right without affecting the other rights. However, if the right is one but gives rise to two different claims against one debtor, the interruption of the limitation in one of them interrupts the limitation in the other; an example of this is the buyer's right to warranty for defect by requesting rescission or reduction of the price. If the buyer interrupts the limitation in the rescission claim, it is interrupted accordingly in the price reduction claim, and if it is interrupted in the price reduction claim, it is also interrupted in the rescission claim.

Explanation of Article 305

The article in its three paragraphs addresses the ruling on the agreement to shorten or extend the limitation period, and the ruling on the debtor's waiver of his right to invoke the limitation period. The first paragraph states that it is not permissible to agree on shortening or extending the limitation period, whether this agreement is made at the inception of the debt or after its inception, and if such an agreement occurs, it is absolutely void; the court, on its own initiative and without a request from any of the parties, can annul it and not apply it, and apply the limitation period stipulated in the system to the case before it whenever the debtor or the interested party invokes it. The wisdom behind this is that determining the limitation period is a matter related to public order, and the legislator considered in its determination considerations related to the public interest, the stability of transactions, the nature of debts, and the relationships between their parties, and leaving the determination of this period to the agreement of the parties contradicts the purpose intended by the legislator in determining these periods. The second paragraph clarifies that it is not permissible for the debtor to waive his right to invoke the limitation period before his right to it is established; this waiver is considered void as it violates public order; the court, on its own initiative, may not apply its effect and may accept the debtor's or the interested party's plea of non-hearing of the case due to the limitation period. According to what the article contains, if the debtor's waiver of his right to invoke the limitation period occurs after the expiration of the limitation period, it is valid and binding on the debtor, who cannot retract it, as it is a unilateral act that does not depend on the creditor's acceptance. The paragraph does not require the waiver of the right to invoke the limitation period, once the right is established, to be explicit; thus, the waiver can be explicit and does not require a specific form, as it can be written or oral, and it can also be implicit, inferred from the debtor's actions, but this waiver is not presumed as the original state is its absence, and therefore, in case of doubt, it is interpreted in his favor, as he bears the burden of this waiver. The mere delay of the debtor in pleading the limitation period in the face of a lawsuit filed against him is not considered an implicit waiver of the plea unless it is inferred from the circumstances of his delay in pleading it; otherwise, the debtor has the right to plead the limitation period at any stage of the lawsuit. Examples of implicit waiver include the debtor paying part of the debt and requesting a grace period to pay the remainder, or providing a mortgage or guarantor for the debt after the expiration of the limitation period. The waiver of the right to invoke the limitation period results in a new period starting from the date of this waiver, and the new period is according to the nature of the debt; if it is subject to a ten-year limitation, the new period is likewise, and if it is a periodic renewable right, the new period is five years, and if it is a right mentioned in paragraph (a) of Article (296) or in Article (297), which are the rights of free professionals, merchants, accommodation and restaurant owners, and workers' rights, the new period is ten years, due to the absence of the presumption of payment that was the justification for shortening the limitation of these rights. It is worth noting that the debtor may waive his right to invoke the limitation period during the running of the limitation period, and this waiver is valid concerning the period that has elapsed, as it is a waiver of a right established for him; it is void concerning the remaining period for the completion of the limitation, as it is a waiver of a future period for which the debtor has no established right; thus, the period that has elapsed is nullified by waiving it, and it is not considered in calculating the limitation, and a new limitation begins to run from the time of waiving the elapsed period, not from the time of the completion of the previous limitation. The third paragraph states that the debtor's waiver of his right to invoke the limitation period against one of the creditors applies, in principle, to the rest of the creditors, except if this waiver harms the rest of the creditors, such as if this waiver results in the debtor's assets being insufficient to pay all the debts owed if the debt for which the limitation was waived is added. In this case, the debtor's creditors may challenge this waiver through a lawsuit for the non-enforceability of his act against them, and if the judgment is in their favor, they may invoke the limitation of this creditor's right through an indirect lawsuit, as will be explained in the following article (306).

Explanation of Article 306

This period addresses the statement of who has the right to invoke the plea of prescription. The article decided that the court does not have the right to dismiss the case due to prescription on its own initiative, and this results in the following:

-1- Although this plea is based on considerations related to public interest, it is not of public order; rather, it is established for the benefit of the debtor, who is more entitled to invoke it.

-2- If the debtor or the interested party does not invoke this plea before the court, the case is considered according to the usual procedures, and the court does not have the right to alert the parties to this plea, as this would be considered guidance from the court to one of the litigants, which is prohibited.

The article decided that the right to invoke prescription is only established for those who meet one of two conditions:

Firstly: The debtor, who is the original obligor of the debt, and invoking this plea according to this condition is not limited to the debtor alone but extends to include both his general successor, such as the heir, or his special successor, such as the assignee of the debt, taking into account that the transfer of rights to them does not affect the running of the prescription period.

Secondly: The person invoking the prescription must have an interest in doing so, such as the guarantor, the joint debtor, the possessor of the mortgaged property, and the creditor of the debtor if the debt that has prescribed is of a higher rank than the debt of this creditor by mortgage or privilege and the like, or if it competes with his debt in a way that harms him; for example, if the debtor's assets do not cover both debts, the creditor of the debtor has the right in this case to invoke the prescription through indirect action.

The creditors of the debtor also have the right to file an action for the non-effectiveness of the debtor's disposition against them whenever its conditions are met against the creditor to whom the debtor has waived his right to invoke the prescription; so that after the judgment is issued in this action, they can demand the creditor to return the debt through indirect action whenever its conditions are met.

Anyone who has an interest in clearing the debtor's liability from the debt has the right to invoke the prescription.

The temporal scope for the debtor or any interested party to exercise their right to the plea of prescription includes all stages of the case before the court of first instance and before the court of appeal, even if it was not invoked before the court of first instance.

The discussion of the debtor or the interested party on the subject of the case does not waive their right to invoke this plea, as the plea in this case is a substantive plea related to the subject of the case, which is the debt, and it follows that it cannot be invoked for the first time before the Supreme Court as it is one of the substantive pleas that cannot be invoked for the first time before this court unless it was invoked before the court of first instance or the court of appeal.

There is no specific form required for the debtor or the interested party to request the dismissal of the case, as it is sufficient to invoke it in the statement of claim or in the statement of appeal, or in the defense memoranda submitted to the court, or to record this plea in the session minutes.

It should be noted that the court cannot infer this plea implicitly from the actions of the debtor or the interested party; rather, it is necessary for either of them to explicitly invoke it before the court. The wisdom behind this is that the failure of the debtor or the interested party to explicitly invoke this plea establishes a presumption that their failure to invoke it is an implicit waiver of this right as previously stated.

Explanation of Article 307

It is derived from the definition of sale in this article that a contract of sale is a contract of exchange that transfers ownership, and it is a consensual contract that does not require a specific form for its conclusion. The contract of sale is binding on both parties, and neither party can unilaterally rescind it without the consent of the other party. The subject of the obligation in a contract of sale is the transfer of a real right, which may be the right of ownership, as is the norm and most common in sales, or it may be another real right, such as the right of usufruct. The subject may also be an existing personal right, as in the assignment of a right if the assignment of the right is for monetary consideration and the assigned right includes an obligation to transfer a real right. The restriction in the article that ownership must be in exchange for a monetary price excludes the barter contract.

Explanation of Article 308

The first paragraph addresses the necessity for the buyer to be aware of the sold item at the time of the contract, which is an additional requirement to the condition of specifying the subject matter. If the sale occurs without specifying the sold item, neither by its identity nor by its type and quantity, the contract is void. If it is specified by identity, the buyer must be aware of it either by seeing it or by a description that eliminates ignorance, by stating its distinguishing features. Seeing is mentioned because it is the usual means of knowledge, but if other means of perception suffice, they are adequate for establishing knowledge; for example, the touch of a blind person, where touch provides knowledge, suffices instead of sight. If the item's smell or taste is intended, then smell or taste is also sufficient, and so on. Direct sight is not necessary; if the sold item can be seen through modern technology, knowledge is established.

The text states that knowledge is achieved through a description that eliminates ignorance without seeing the sold item, resolving a jurisprudential debate about the validity of selling a specifically identified item if the buyer has not seen it, and whether the buyer has the option of sight or not. The legislator has adopted the validity of the sale, and the buyer cannot request the annulment of the sale when the sold item is described in a manner that eliminates ignorance, even if they have not seen it.

The second paragraph clarifies that the buyer has no right to request the annulment of the sale due to lack of knowledge of the sold item once they have seen it or it has been described to them in a distinguishing manner. It suffices to state in the contract that they are aware of the sold item, and knowledge is considered established by their acknowledgment; they have no right to request annulment due to lack of knowledge unless they prove that the seller deceived them, such as if their acknowledgment of knowledge was based on the seller's description or pictures of the sold item without seeing it, and they prove that the seller misled them in the description or depiction.

It is inferred from the paragraph that if the sold item is specified by identity, the buyer cannot request the annulment of the sale on the grounds of lack of knowledge except in two cases:

The first case: If the sold item is not known to them, neither by sight nor by a description that eliminates ignorance, and it is not stated in the contract that they are aware of it; they can request annulment if the conditions for annulment due to a mistake in a fundamental description of the sold item, without which they would not have agreed to the sale, are met. The provisions established there apply, including what is stated in Article (5): (A contracting party's mistake is not considered unless the other contracting party has made the same mistake, was aware of it, or it was easy for them to recognize it).

The second case: If the buyer proves that the seller deceived them, they can request annulment even if they acknowledged knowledge of the sold item. The provisions for annulment due to deception in a fundamental description of the sold item, without which they would not have agreed to the sale, apply to this case.

Explanation of Article 309

The article addressed the ruling on the sale when the item is specified by providing a sample (model), as the sample is considered a means of achieving the buyer's knowledge of the sold item and dispenses with specifying its descriptions. The first paragraph clarified that the sold item must match the sample, noting that a slight difference between the sample and the sold item does not negate the conformity between them as long as the conformity is achieved in the characteristics intended by the contracting parties, and the difference is in characteristics not intended in the contract. The second paragraph clarified who bears the burden of proving the conformity of the sold item to the sample if the sample is lost or damaged and the buyer claims non-conformity, as follows: First: If the sample is lost or damaged while in the buyer's possession and the seller claims that the sold item matches the sample and the buyer claims non-conformity; the seller's statement is accepted unless the buyer proves non-conformity. Second: If the sample is lost or damaged while in the seller's possession and he claims that the sold item matches the sample and the buyer claims non-conformity; the buyer's statement is accepted unless the seller proves conformity. Based on this, the burden of proof lies with the party responsible for the inability to verify conformity due to the destruction or loss of the sample while in their possession.

Explanation of Article 310

The article addressed the permissibility of sale with a condition of trial, whereby the contracting parties agree that the buyer has the right to use the sold item; such as driving a car or wearing a garment, and so on; to ensure its suitability for the purpose for which it is usually used, or to ensure its suitability for the buyer's desire and personal need. The condition of trial may be explicit, which is the prevalent case, or it may be implicit, inferred from the nature of the sold item or the circumstances of the contract, or custom may establish in certain things that their purchase is conditional on trial. The article clarified that the trial period may be explicitly determined by the contracting parties at the time of the contract, or they may agree that the sale is conditional on trial without specifying its duration; thus, it is assumed to be the usual trial period. The provision that the buyer has the right to rescind the sale indicates that the system considers the condition of trial as a resolutory condition; the ownership of the sold item transfers to the buyer and all effects of the sale are executed immediately upon its conclusion. If the resolutory condition is fulfilled by the buyer rejecting the sold item and notifying the seller of the rejection, the sale is annulled retroactively from the time of its conclusion, and the buyer is considered as if he never owned the sold item, and the seller is regarded as the owner from the beginning. In a sale with a condition of trial, the seller must enable the buyer to try the sold item, and it is not necessary for the buyer to actually try it; it suffices that the seller allows him to do so. The buyer has the right to rescind the sale even if he does not try the sold item, but he is obliged to inform the seller of the rescission during the trial period. The article indicated that a sale with a condition of trial implies, in general, that the buyer's right to reject the sold item is based solely on its unsuitability for him; he alone decides whether the sold item is suitable and meets the need he seeks from purchasing it or not. However, if it becomes clear from the circumstances of the contract that the contracting parties intended the sale to be binding once the suitability of the sold item for the purpose for which it is usually used is established; in this case, the buyer cannot control the outcome of the trial, but the buyer is obliged to complete the sale once the seller proves the suitability of the sold item for the purpose for which it is usually used.

Explanation of Article 311

The article clarifies the cases in which the buyer's right to rescind a sale under the condition of trial is forfeited and the effect of the forfeiture of the right to rescind. These cases are:

1. If the buyer explicitly or implicitly waives their right to rescind. An example of implicitly waiving this right is if the buyer sells the item during the trial period; this action indicates acceptance of the item and waives the right to rescind.

• If the buyer exceeds the limits of trial use of the item, the system considers this as evidence of the buyer's acceptance of the item and forfeiture of the right to rescind. For instance, if using the car sold within the city is sufficient to achieve the purpose of the trial, but the buyer exceeds this by traveling with it outside the city.

3. The destruction or damage of the item by the buyer, even if this occurs before delivery, because the buyer is considered to have taken possession of the item and bears the risk of its destruction if it occurs by their action, according to Article (327), and because the item during the trial period is owned by the buyer; the transfer of ownership does not depend on their acceptance of the item.

4. The destruction or damage of the item after the buyer has taken possession of it, even if the destruction is not by their action, such as by force majeure, because the item is owned by the buyer and the risk of destruction transfers to them upon delivery.

e. The expiration of the agreed trial period without the buyer informing the seller of the rescission of the sale. If the period is not specified by agreement, then by the expiration of the customary trial period, unless the buyer's silence on rescission until the end of the period is due to their inability to trial the item; in this case, their right to rescind does not expire with the end of the period, but they retain a period in which they can trial the item equivalent to the agreed period.

Once the buyer's right to rescind is forfeited in any of the aforementioned cases, the sale becomes binding on them, meaning the contract becomes final and they cannot withdraw from it.

The phrase "based on the time of its conclusion" emphasizes the effectiveness of the sale from the time of its conclusion, and does not mean that the sale was not effective and then became effective retroactively with the forfeiture of the right to rescind; the effect of the forfeiture of the right to rescind is that the contract becomes final, not that its effectiveness begins with the forfeiture of rescission, because the original condition of the trial is a resolutory condition; the effectiveness of the sale does not depend on the fulfillment of the condition.

Explanation of Article 312

It was stated in Articles (10) and (311) that the default in a sale with a condition of trial is that it is a sale contingent upon a resolutory condition; however, this article clarified that whenever it appears from the agreement or the circumstances that the contracting parties intended to suspend the effectiveness of the sale on a suspensive condition, which is the buyer's acceptance of the sold item after trying it, the effectiveness of the sale's effects is suspended until the condition is fulfilled. The sold item remains in the seller's ownership during the trial period, and if the sold item perishes before the condition's outcome is determined, it perishes at the seller's risk because he is the owner. The buyer's receipt of the sold item does not affect the transfer of the risk of loss to him, as this applies in a concluded sale where its effects arise from the time of its conclusion, making the buyer the owner of the perished item.

If the buyer informs the seller of his acceptance of the sold item, the suspensive condition is fulfilled, and the sale is considered effective retroactively, with all its effects arising not only from the time the condition is fulfilled but from the time the contract was concluded. The buyer's ownership of the sold item becomes absolute with retroactive effect from the time of sale, and the seller's ownership is also retroactively nullified.

If the buyer rejects the sold item after trying it, the sale is nullified not from the time of rejection but retroactively, and it is considered as if it never existed. The seller's ownership of the sold item becomes absolute from the beginning.

Explanation of Article 313

The price is one of the two subjects of obligation in a contract of sale, and it is required that it be determined at the time of the contract or capable of being determined; as is the case with any subject of obligation in the contract; otherwise, it would be void, according to Article (72). It is not necessary for the condition of determining the price to be fulfilled that its amount be specified at the time of the contract; as long as it is capable of being determined by the agreement of the contracting parties on valid bases by which it can be determined, this is considered sufficient to fulfill the condition of determination.

The system includes multiple examples of valid bases by which the price can be determined, which are: 1- The basis is the market price, as stipulated in Article (314). 2- The basis is the price that has been customary between the contracting parties, as stipulated in Article (315). 3- The basis is the seller's capital in the sold item, as stipulated in Article (316).

In all these cases, the determination of the price amount can be based on the valid basis by explicit agreement; such as the contracting parties agreeing that the sale be at the market price, or by implicit agreement inferred from the circumstances, as will be explained in Article (315).

The examples mentioned in the system are not exhaustive; anything that is considered a valid basis for determining the price amount can be estimated accordingly.

Explanation of Article 314

The article addresses the provisions of sale at market price and assumes three scenarios for the agreement of the contracting parties on the sale at market price:

The first scenario: The contracting parties agree to choose a specific market at a specific time to be the basis for determining the price between them; the sale is valid, and that market is the reference for determining the price. This is as if they agree that the sale will be at the market price at the time and place where the sold item must be delivered.

The second scenario: The contracting parties agree that the price is the market price, but they did not specify a particular market or a specific time; the article clarifies that the price considered is the market price at the time and place where the sale contract was concluded, as outlined in Article (38). Considering the market price at the time and place of the sale is more appropriate than what some laws have adopted by considering the time and place of delivery of the sold item, because the price becomes due in the buyer's obligation by the contract, not by the delivery of the sold item.

The third scenario: The contracting parties agree that the price is the market price, but they did not specify a particular market, and there is no market at the place of sale that can be a valid basis for determining the price; for instance, if the sale is in the desert or in a village where such goods are not sold, the article clarifies that what is considered in this case is the place where custom dictates that its prices are applicable, and it is usually the nearest market to the place of sale.

Explanation of Article 315

The article clarifies the ruling in the event that the contracting parties have not explicitly agreed on determining the price, and there is no explicit agreement between them to refer to the market price, the price previously agreed upon between them, or any other valid basis for determining it. This situation does not lack two assumptions:

The first assumption: It is possible to infer from the circumstances of the contract the existence of an implicit agreement on determining the price; for example, if the circumstances indicate that their intention was directed towards the market price or the price previously agreed upon between them, then the price is determined based on that price; and the contract is valid and not void because, according to general rules, a contract is concluded by explicit and implicit agreement.

The application of the article's ruling is merely an interpretation of the contracting parties' intention when they remain silent about determining the price, considering the evidence surrounding the contract and its circumstances. Among the evidence is when the seller delivers the sold item and the buyer receives it without mentioning the price; their silence is interpreted as acceptance of the market price. This is one of the forms of sale at the market price mentioned by jurists (9).

Another piece of evidence is when there is a previous transaction between the contracting parties for supplying a specific commodity at a certain price or a price that changes according to market prices; the seller's continued supply of the commodity to the buyer without mentioning the price indicates their implicit agreement that the price is the one previously agreed upon between them.

What the article includes in this assumption is merely an application of Article (73) in the general rules, so anything that can be inferred as an implicit agreement between the contracting parties on determining the subject of the obligation is determined accordingly; and the contract fulfills the condition of determination.

The second assumption: The price is neither determined nor determinable, such that there is no indication of an implicit agreement on the market price or otherwise; the contract is void due to the lack of a sale element, which is the price, as a condition of its validity, which is determination. This assumption is strengthened if the contracting parties indicate a lack of agreement or refusal to refer to the market price; for example, if they make the conclusion of the sale or the delivery and receipt of the sold item contingent upon agreeing on the price, and then a disagreement arises between them in determining it; the contract is not valid, and their silence about determining it at the time of contracting does not constitute implicit acceptance of the market price.

It is necessary to distinguish between this assumption and when the contracting parties agree to conclude the sale without a price, or at a trivial price that it is certain the seller did not conclude the contract to obtain; in this case, the contract is not completed as a sale because the price is an element in the sale that cannot be concluded without it. However, it may be inferred from the circumstances that they intended a gift; thus, the transaction is subject to the rules of gifting, applying the general principle: "In contracts, consideration is given to intentions and meanings, not words and structures."

Explanation of Article 316

The article clarifies one of the scenarios where the price is determined based on valid principles, by relying on the seller's capital in the sold item; the seller's capital in the sold item refers to the price at which the seller purchased the item and any direct costs incurred by the seller in the purchase if the contracting parties agree to add them to that price. This is called a trust sale because the buyer trusts the seller regarding the price mentioned. It is contrasted with "bargaining sale," where the price is not determined based on the seller's capital in the sold item.

There are three forms of trust sale:

1. Murabaha sale, where the seller sells the commodity at the price he bought it with a known profit, such as saying: the commodity cost me one hundred thousand riyals, I sold it to you with a profit of ten thousand riyals, or a profit of 10%.
2. Wadiah sale, where the seller sells the commodity at the price he bought it with a known loss, such as saying: the commodity cost me one hundred thousand riyals, I sold it to you with a loss of ten thousand riyals, or a loss of 10%.
3. Tawliya sale, where the seller sells the commodity at the price he bought it without increase or decrease, such as saying: the commodity cost me one hundred thousand riyals, I sold it to you for one hundred thousand riyals.

The trust sale can be for the entire commodity purchased by the seller, as in the previous examples, or for part of it at its share of the price, called "partnership sale" or "association," such as the seller saying: the commodity cost me one hundred thousand riyals, I partnered with you in half of it for fifty thousand riyals.

The trust sale is characterized by two matters clarified by this article: First: The seller's capital in the sold item is considered essential in the contract; hence, the buyer has the right to request annulment if there is a mistake or deception related to it. This is unlike the bargaining sale, where the seller's capital is not considered essential and is usually not mentioned in the contract. Second: The buyer's right to annulment if the capital is not specified at the contract and the price is found to be unfair.

The first paragraph clarifies that in a trust sale, the seller must inform the buyer, in addition to the price at which he bought the item, of everything that might affect that price, such as terms and deferrals, whether the seller's relationship with whom he bought from affects the price, and whether the seller added other costs to the price he bought it for.

If the seller deliberately conceals anything he must disclose to the buyer regarding his capital in the sold item, the buyer has the right to request annulment of the contract. For example, if the seller bought the commodity at a deferred price higher than its current price and then sold it on a Murabaha basis at a current price, claiming that his capital in it is what he bought it for, concealing that the price he bought it for was deferred, the buyer may request annulment of the sale. This is because the agreement of the contracting parties that the sale is on a Murabaha basis makes the seller's capital essential to the buyer, obliging the seller to disclose everything affecting it. Concealing it is considered deception by concealment, applying Article (61). More so if the seller deliberately misinforms about his capital or colludes with whom he bought from to raise the price, it is deception giving the buyer the right to request annulment.

If the seller makes a mistake in his capital mentioned to the buyer, the general rules of mistake in the contract apply, and the buyer may request annulment under the conditions outlined in those rules. The seller can avoid annulment if he shows readiness to execute the contract as intended by the buyer, according to Article (60).

The principle in a trust sale is that the seller's capital in the sold item is determined at the contract. The second paragraph clarifies that the sale is valid even if the capital amount is not determined at the contract, as long as the profit in a Murabaha sale or the loss in a Wadiah sale is specified, because the price is determinable based on valid principles. However, the buyer has the right to request annulment of the sale if the price is found to be unfair, even if there is no defect in consent as outlined in the general rules. This is one of the exceptions to the general principle established in Article (69) that the contracting party does not have the right to request annulment merely for unfairness.

The reason for this is that the buyer in a trust sale has relied on the seller's capital in the sold item and made it a standard upon which he based his consent to the contract. If the price is found to be unfair, it is a defect affecting this consent, as the price is determined based on the seller's capital. For example, if an agreement is made to supply specific goods by type, with the price being the seller's capital at which he buys them with a specified profit, and the price is found to be unfair to the buyer due to the seller's capital being higher than the market price, the buyer may request annulment. If the unfairness is in a batch of what was agreed to be supplied, the buyer may request annulment of that batch only, unless it is shown that he would not have consented to the contract without it, allowing him to request annulment of the contract, applying Article (84).

The right to annulment for unfairness here is subject to the rules outlined in the general rules for annulment, such as limitation periods, the fall of the right to annulment by explicit or implicit ratification, and the right of any interested party to notify the buyer to express his desire, among other rules.

The end of the second paragraph clarifies that the seller can avoid annulment if he provides what the court deems sufficient to remove the unfairness, such as increasing the sold item or reducing the price to the extent that removes the unfairness, not necessarily reaching the market price but to the extent that it is not considered unfair. For example, if the market price is eighty riyals, and the increase considered unfair is above one hundred riyals, the unfairness is removed by reducing the price to one hundred riyals. The seller's right to avoid annulment applies what Article (69) established in the general rules for unfairness in the contract.

The system has balanced in its ruling on this paragraph between the approach that makes the penalty for not determining the seller's capital at the contract in a trust sale absolute nullity, considering that it is not a valid basis for determining the price as it depends on the seller's effort, and the opposite approach that validates the contract without giving the buyer the right to annulment for unfairness, considering that the seller's capital can be a valid basis for determining the price.

Explanation of Article 317

The first paragraph clarified that the default in a sale is the immediate payment of the price. If the contracting parties do not specify a payment date, the price must be paid immediately, as the contract of sale requires the delivery of the sold item to the buyer and the payment of the price to the seller immediately, unless there is an agreement or custom that dictates otherwise.

The second paragraph clarified that the default for the start of the term, if the price is deferred or in installments, is from the date of the contract. For example, if the sale is concluded on the first day of the month, with the delivery of the sold item on the tenth day of the month, and the payment of the price after thirty days, and it is not mentioned whether this period of thirty days is calculated from the date of the contract or from the date of delivery, the period is calculated from the date of the contract, not from the date of delivery, unless there is an explicit or implicit agreement that dictates otherwise. An implicit agreement could be a custom to the contrary, applying the general rule: "What is known by custom is like a stipulated condition," and the rule: "Designation by custom is like designation by text."

Explanation of Article 318

The first paragraph clarified the general principle in sales, which is that it results in the transfer of ownership of the sold item from the seller to the buyer upon the mere conclusion of the contract, whether the sold item is real estate or movable property. Consequently, all effects resulting from the transfer of ownership rights to the buyer are transferred, and these effects do not depend on delivery. Thus, the buyer has the right to use, exploit, and dispose of the item in various ways, and to obtain its fruits, products, and accessories, as stipulated in Article (60). If the buyer disposes of what he bought by selling it, the disposition is valid, and the person who bought from him does not have the right to annul it, as per Article (359). However, the risk of the sold item perishing does not transfer with the sale but with the delivery of the item. The article restricted the transfer of ownership of the sold item to the buyer upon the conclusion of the contract by what is stated in the articles referred to in the text of the article, and those articles included the following restrictions:

1. The seller must own the sold item at the time of the contract, as indicated by Article (655); because if the seller does not own it, he cannot transfer ownership; one cannot give what one does not have. If the sale occurs on a specific item not owned by the seller, the sale is not effective against the owner unless approved by him, and the buyer may request the annulment of the contract pursuant to Article (359). One of the conditions for the validity of fulfilling the obligation is that the fulfiller, who is the seller here, must own the item with which he fulfilled, as stipulated in Article (602).
2. The sold item must be specifically identified, whether it is real estate or movable. If the sold item is identified by type, ownership does not transfer to any of its individuals until it is separated, as stipulated in Article (656), and the sale contract creates an obligation on the seller to transfer ownership of the sold item to the buyer.
3. The sold item must not be subject to a specific procedure required by the system for the transfer of its ownership; ownership of that item does not transfer until that procedure is completed, as stipulated in Article (657). Requiring a specific procedure for the transfer of ownership does not mean that the sale has not been concluded; the sale contract imposes an obligation on the seller to complete those procedures to transfer ownership of the sold item to the buyer, as explained in Article (319).
4. There must be no agreement between the contracting parties to suspend the transfer of ownership of the sold item on a suspensive condition; ownership does not transfer by the sale contract but after the condition is fulfilled, according to the provisions of suspending the obligation on a condition mentioned in the first section. The second paragraph addresses the rule of "bulk sale," which is the sale of an item that is measured, weighed, or counted without estimation, meaning without measuring, weighing, or counting. It clarified that the sale is considered bulk when the sold item does not depend on estimation for its identification; whether the price is determined or its determination depends on the estimation of the sold item, and whether the sale occurs on the entire specified quantity or a common part of it. An example of a bulk sale where the price is determined is selling all the wheat in a specific warehouse for a thousand riyals, or selling half of what is in a specific warehouse for a thousand riyals. An example where the determination of the price depends on the estimation of the sold item is selling what is in a specific warehouse of fabric, each meter of that fabric for ten riyals, or selling half of what is in a specific warehouse of fabric, each meter of that fabric for ten riyals, or selling a specific truckload of watermelons or half of its load, each piece for ten riyals. In all of this, the sale is considered bulk; the important factor is that the sold item does not depend on estimation for its identification, regardless of the estimation of the price and regardless of whether the sale occurs on the entire quantity or a common part of it. Bulk sale is considered a sale of a specifically identified item, and its ownership transfers upon the mere conclusion of the contract, contrary to sale by estimation, which is the sale where the identification of the sold item depends on its estimation by measuring, weighing, or counting; this is identified by type, and ownership does not transfer by the contract but by separation.

Explanation of Article 319

This article complements the provision of Article (31), which states that ownership of the sold item transfers to the buyer upon the contract, except for other cases included in the articles referred to by that article. When the sold item is such that its ownership does not transfer merely by the contract, it does not mean that the seller is relieved of his obligation to transfer ownership. Rather, the contract of sale establishes an obligation on him to transfer the ownership of the sold item to the buyer by doing what is necessary to transfer ownership and refraining from any act that would make the transfer of the right impossible or difficult. This includes:

1. If the sold item is specified by its type - where ownership does not transfer except by segregation; the seller is obliged to segregate the sold item and may not refuse to do so or perform any act that makes segregation impossible or difficult.

• If the sold item requires certain procedures for its ownership to transfer according to the system; the seller must do what is necessary on his part to enable the buyer to complete that procedure, such as certifying the sale and providing the buyer with the necessary documents and the like.
• If the transfer of ownership is contingent upon a suspensive condition such as delivery or payment of the deferred price or otherwise, the seller must do what is necessary to transfer ownership once that condition is fulfilled.

It is clear from the above that the provision of this article does not apply to the original case of the sale contract where the ownership of the specifically identified sold item transfers immediately upon the conclusion of the sale contract.

Explanation of Article 320

The first paragraph clarified the permissibility of stipulating the suspension of the transfer of ownership of the sold item on a suspensive condition, and that what is contained in Article (318) that the sale, upon its conclusion, implies the transfer of ownership is not of public order; thus, it is permissible to agree otherwise. If the sale is for a deferred price payable at a specific time, or for an installment price in specified installments, and the seller stipulates to the buyer that the sale is suspended on a suspensive condition, which is the buyer's fulfillment of the deferred price at the specified time, or his fulfillment of all installments at the agreed time, then the sale is valid, and the condition is enforceable, whether the seller delivers the sold item to the buyer before fulfilling the price or not. As a result, the ownership of the sold item is transferred to the buyer suspended on a suspensive condition, and if the buyer disposes of the sale or mortgage or otherwise in this suspended ownership before the condition is fulfilled, his disposal is also suspended on a suspensive condition.

There is also nothing to prevent the seller, instead of suspending the transfer of ownership of the sold item to the buyer on a suspensive condition, from making it suspended on a resolutory condition, which is the non-fulfillment of the price. Thus, ownership is transferred to the buyer upon the contract being suspended on a resolutory condition; and if the price is not fulfilled, the seller may rescind the sale without the need for a judicial ruling.

The second paragraph clarified the effect when the suspensive condition is fulfilled by the buyer's payment of the price, which is that the buyer becomes the absolute owner of the sold item and its fruits from the beginning of the contract, and the seller's ownership of the sold item is retroactively removed. The implication of the suspensive condition is that if the condition fails and the buyer delays in paying the price, the buyer's ownership is retroactively removed due to the non-fulfillment of the condition, and the ownership returns absolutely to the seller.

As a result, the seller, upon the non-fulfillment of the condition, can demand compensation from the buyer due to the dissolution of the contract. If the seller stipulates that the compensation is to retain all or some of the installments that the buyer had paid, this is an agreed compensation subject to the provisions of Article (179); the court may reduce it if it is excessive.

The seller, instead of insisting on the dissolution of the contract upon the failure of the condition, can demand the execution of the contract; thus, requiring the buyer to pay the remaining installments due, because this condition is established for the benefit of the seller, and he may waive it.

Explanation of Article 321

The article clarified the second obligation of the seller's obligations under the contract of sale, which is the delivery of the sold item to the buyer, and that this is only achieved by fulfilling three matters: First: The occurrence of delivery, as will be explained. Second: The sold item must be delivered in the condition it was in at the time of the contract, without any alteration, whether by addition or removal. Third: The sold item must be free from any right of a third party unknown to the buyer, such as a usufruct right or a mortgage, for example. The delivery stage is considered essential as it transfers the responsibility for the destruction or damage of the sold item, making the seller responsible before delivery and the buyer afterward. The end of the article clarified that the delivery expenses - if there is no agreement or custom - are borne by the seller because he is the debtor of the delivery; applying the general rule stipulated in Article (27) which states that the expenses of fulfillment are on the debtor, and the delivery expenses of the sold item refer to the expenses related to transporting the sold item to the place of delivery, whether it is the place of the contract or any other place agreed upon for delivery. The article did not specify the place and time of delivery; which means the application of general rules, and that there is no specificity for sale in these two matters; thus, if there is no agreement or custom on the place of delivery, the sold item must be delivered if it is specified in itself at the place where the sold item is located at the time of sale, and if it is specified by type, it must be delivered at the place of sale according to Article (277), and as for the time, delivery must be immediate upon the completion of the sale unless there is an agreement or custom to the contrary according to Article (275).

Explanation of Article 322

The article clarified that the delivery of the sold item includes all its accessories. The accessories of the sold item are not its essence, growth, products, or fruits, but rather those things without which the buyer cannot fully benefit from the sold item. This includes what is permanently attached to the sold item, what is prepared for its permanent use, and what is considered its accompanying accessories. This includes easement rights, a private road connected to the public road, and immature crops, all of which are accessories to agricultural land. If the sold item is a house, its doors, keys, walls, and floors are included as accessories.

The accessories of a factory include the storage facilities within it, the service facilities established on it, and its machinery. Every sold item is accompanied by its documents indicating ownership, as well as insurance, warranty, or mortgage documents, and anything that proves a right in the contract, whether for the buyer or others.

The judgment on whether something is an accessory to the sold item or not is based on the nature of things, as in the case of easement rights, or on custom, as in considering the doors of a house as part of it, unless there is an agreement between the contracting parties to specify the accessories.

Explanation of Article 323

The article clarifies the ruling in the event that a sale is made on a specific item and its quantity is mentioned in the contract; if a deficiency or excess is discovered, the matter may imply that the intention of the contracting parties was directed towards the item in its current state and that mentioning the quantity was an unintended description, since the sale was made on a specific item by itself, not by its type and quantity. It may also imply that mentioning the quantity in the contract is evidence that it was intended by both parties; therefore, the article decided that in such cases, it is necessary to refer to the agreement of the contracting parties if there is an agreement on how to address this, whether the agreement is explicit or implicit. An implicit agreement includes the existence of a custom or prevailing practice between the contracting parties.

If there is no explicit or implicit agreement, paragraph (a) of the article clarifies that if an excess or deficiency in the sold item appears compared to what is mentioned in the contract and the buyer does not have the right to request annulment according to what will be stated in paragraph (b), or if he has the right to request annulment but chooses to execute the contract, the situation does not escape three cases:

The first case: If the sold item is such that division harms it and the price is for the entire item, not by the unit of measurement. The paragraph begins with this case and makes it the default because it is the most common; in this case, the seller cannot demand an increase in the price if an excess in the sold item is discovered, and the buyer cannot demand a reduction in the price if a deficiency in the sold item is discovered. The units of measurement refer to units of length, volume, weight, and the like used in measuring things, such as meters, liters, kilograms, etc. For example, if a ring is sold for a thousand riyals and the contract states that its weight is ten grams, but it turns out to weigh eleven grams, the excess belongs to the buyer, who is not required to pay an additional price for it. If it turns out to weigh nine grams, the deficiency is on him, and he cannot demand a reduction in the price. The reason for this is that the intention of the contracting parties in this case is directed towards the item as a whole, not its quantity, as evidenced by the fact that they set the price for the entire item, not per unit, and it does not accept division.

The second case: If the sold item is not harmed by division, in this case, the seller has the right to reclaim the excess in kind without compensation, while the deficiency is at his expense; because when the sold item is divisible, the contract can be executed according to the quantity mentioned without harm, whether the price is for the entire item or by the unit of measurement. An example of a sold item not harmed by division with the price for the entire item: selling a honey container with a weight of ten kilograms for a thousand riyals for the entire container. An example of a sold item not harmed by division with the price by the unit of measurement: selling a honey container with a weight of ten kilograms at a price of one hundred riyals per kilogram. In both scenarios, if the container's weight turns out to be eleven kilograms, the seller can reclaim the excess weight without compensation, and if the container's weight turns out to be nine kilograms, the buyer can demand a reduction of one hundred riyals from the price in both scenarios.

The third case: If the sold item is harmed by division and the price is by the unit of measurement, the ruling for this case is like the second case in that the excess belongs to the seller and the deficiency is on him; because setting the price by the unit indicates that the quantity of the sold item is intended by both parties. However, in this case, the seller does not reclaim the excess in kind due to the resulting harm; instead, he is entitled to the equivalent amount in price. For example, if he sells a sheep carcass with a weight of twenty kilograms at a price of one hundred riyals per kilogram, and the buyer pays two thousand riyals for it, then it turns out to weigh twenty-one kilograms, the seller can demand the buyer pay an additional one hundred riyals. If it turns out to weigh nineteen kilograms, the buyer can reclaim one hundred riyals from what he paid.

It becomes clear from the above that whenever the sold item is divisible or the price is by the unit of measurement, the actual quantity of the sold item is what matters, not what is mentioned in the contract. However, if the sold item is indivisible and the price is for the whole, the actual quantity's difference from what is mentioned in the contract has no effect when executing the contract.

Paragraph (b) clarifies that the buyer has the right to request annulment if an excess or deficiency in the sold item is discovered compared to what is mentioned in the contract in two cases:

The first case: If the excess in the sold item compared to what is estimated in the contract results in the buyer being obligated to pay a significant increase in the price compared to what is agreed upon in the contract, which is the scenario of excess in the third case mentioned above; in this case, he has the right to refuse to pay the increase and request annulment of the contract.

The second case: If the deficiency in the sold item disrupts the buyer's purpose, and the criterion is that if the buyer had known about the deficiency, he would not have completed the contract.

The system grants the right of annulment to the buyer, not the seller, because the seller is obligated by the sales contract to deliver the sold item as mentioned in the contract without excess or deficiency.

Paragraph (c) clarifies that the buyer's right to request annulment of the sale or request a reduction in the price, and the seller's right to request the completion of the price, is forfeited by prescription if one year passes from the time of delivery of the sold item, not from the time of contracting, because the deficiency and excess in the sold item cannot be known except upon delivery. The general rules of prescription that prevent hearing the lawsuit outlined in the first section apply here. As for the seller's right to reclaim the excess in kind, which is the scenario of excess in the second case, the rules of prescription for undue payment apply, because the buyer received what is not rightfully his as fulfillment.

Explanation of Article 324

This article mentions what constitutes the actual delivery of the sold item; as delivery is of two types: actual delivery through a physical act, and constructive delivery through a legal action or agreement, without a physical act. This article clarifies what constitutes the first type, which is actual delivery; it is only realized with the availability of two elements:

The first element: placing the sold item in the possession of the buyer, or in a situation where he can possess and benefit from it without any obstacle preventing him from doing so, even if he has not physically taken possession of it, in a manner that is consistent with the nature of the sold item; the delivery of each item is according to its nature. For example, in real estate, delivery is achieved by the seller vacating the property, removing his furniture, and handing over its keys and documents. In small movables, it is done by handing over, and in some movables, it may suffice to separate them in the presence of the buyer if the sold item is specified by its type, and in some cases, vacating may suffice as in the sale of animals.

The second element: the seller must inform the buyer that he has vacated the item for him so that he can possess and benefit from it. This notification is obligatory on the seller for the delivery to be realized, and there is no specific form required for this notification, whether it is done in writing, verbally, or otherwise. The burden of proving that he has fulfilled the obligation of notification lies with the seller.

Explanation of Article 325

This article clarifies the second type of delivery of the sold item, which is constructive delivery. It serves as a substitute for actual delivery and is distinguished by the fact that constructive delivery is a legal or agreed-upon action rather than a physical act. This article explains one type of constructive delivery, where delivery is considered to have occurred merely by the legal action taking place, which is the sale. This applies when the sold item was in the possession of the buyer before the sale for any reason or cause, such as lending, deposit, lease, or if it was seized, and the sale occurred during that time. In this case, possession is considered delivery of the sold item, even if no physical act is performed by the seller or buyer, unless the contracting parties agree not to consider that possession as delivery. It can be inferred from the article that the silence of the contracting parties in this situation is sufficient for delivery to occur upon the conclusion of the sale without the need for a special agreement to that effect.

Explanation of Article 326

The article clarified the second type of constructive delivery of the sold item, in which delivery is made by agreement or by the text of the system, not merely by the sale as in the first type of constructive delivery explained in Article (320), and without the elements of actual delivery explained in Article (324) being present.

The article mentioned three cases for this type:

The first case: The two parties to the sale agree that the buyer is considered to have received the sold item in a certain situation, even if the elements of actual delivery are not present, and the sold item was not in the buyer's possession before the sale. This indicates that what constitutes delivery is not a matter of public order, so the parties to the sale may ease or tighten it.

The second case: The buyer is considered to have received the sold item by virtue of a statutory provision, even if the sold item is not in his possession, the elements of actual delivery are not present, and there is no agreement between the seller and the buyer to consider this situation as delivery. Applications of this case will be mentioned in Article (327).

The third case: The seller retains possession of the sold item after the sale with the buyer's consent under a new contract; thus, the seller's possession of the sold item is not as an owner, since the sold item has left his ownership by the sale, but rather as a buyer, a donee, a lessee, a borrower, a pledgee, a depositary, or the like. Instead of the seller delivering the sold item to the buyer and then receiving it back from him, the sold item remains in the seller's possession by agreement of the parties, considering this as delivery from the seller to the buyer and delivery from the buyer to the seller under the new contract.

Explanation of Article 327

This article, along with Articles (32) and (324), addresses the effect of the destruction of the sold item in a contract of sale. If the destruction occurs after delivery, it has no effect because the risk of destruction transfers to the buyer upon delivery, and the buyer may seek recourse against the party responsible for the destruction according to the rules of tort.

If the destruction occurs before delivery, there are three possible scenarios outlined by the three articles, which are:

1. The destruction is caused by the buyer.
2. The destruction is caused by the seller or a third party.
3. The destruction is due to force majeure.

This article explains the first scenario, where the sold item is destroyed before delivery due to the buyer's actions. It states that if the destruction is caused by the buyer, the buyer is considered to have constructively received the item, even if actual delivery has not occurred, because the effect of delivery is the transfer of the risk of destruction to the buyer, which has been achieved through the buyer's actions. This scenario is an application of constructive delivery as stipulated by paragraph (b) of Article (326).

Accordingly, the seller is deemed to have fulfilled their obligation of delivery if the sold item is destroyed by the buyer's actions before actual delivery. This destruction does not affect the dissolution of the sale due to impossibility of performance, and the buyer cannot request dissolution on the grounds of the seller's failure to deliver, as delivery is deemed to have occurred constructively.

The article also clarifies that the destruction caused by the buyer does not affect the seller's right to withdraw from the contract if they have the right to do so under the option condition outlined in Article (106). If the seller has the option condition and the item is destroyed by the buyer during the option period, the seller may choose to either uphold the contract or dissolve it. If the seller chooses to uphold the contract, they are entitled to the agreed price, and if they choose to dissolve it, the contract is nullified retroactively, and it is established that the item remains in their ownership, entitling them to compensation for the destruction according to compensation rules. Undoubtedly, the seller will choose the better option for them, whether it is claiming the price or compensation.

Explanation of Article 328

The article clarifies the ruling on the second scenario of the destruction of the sold item before delivery, which is that the destruction is caused by the seller or by a third party other than the seller and the buyer. The situation is either that the sold item is indivisible or divisible, according to the following details: 1- If the sold item is indivisible, such as a specific car, the buyer, according to the general rules for the seller's breach of his obligation to deliver, has the option to either request the annulment of the sale or its execution. If the buyer chooses annulment, the sale contract is nullified retroactively, and he recovers what he paid of the price, and he is entitled to compensation for any damage he may have suffered due to the annulment. The annulment reveals that the sold item remains in the seller's ownership; thus, the seller has the right to claim compensation for the destruction of the sold item from the party responsible if it was not him. However, if the buyer chooses to execute the contract, the sold item at the time of destruction is considered in his ownership, and he is entitled to claim compensation from the party responsible for the damage, whether it is the seller or another party, according to the rules of compensation. If the seller is the one responsible and the buyer chooses to execute the contract, the seller is obliged to compensate for the destruction, and in return, the buyer must pay the agreed price under the contract.

• If the sold item is divisible, such as several specific cars, and the destruction occurs to all the sold items, the ruling does not differ from the previous paragraph. However, if the destruction occurs to one of the cars, the buyer, in addition to the previous two options in the previous paragraph, can choose to annul the contract for the car that was destroyed only, excluding the others, and claim compensation for the damage suffered due to that, and recover the price corresponding to that car. It is worth noting that if the buyer requests the court to annul the sale of all the divisible sold items due to the destruction of part of them, the court may reject the request if the part that was destroyed is of little importance compared to the total sold items, in application of the general rule in judicial annulment outlined in Article (107).

Explanation of Article 329

The article clarified the ruling on the third assumption of the destruction of the sold item before delivery, which is that the destruction is due to a force majeure, meaning it is not caused by the buyer, the seller, or a third party. The first paragraph clarified that in this case, the destruction is the responsibility of the seller, not the buyer, even though the buyer is the owner of the sold item. This is because ownership does not truly pass to the buyer until delivery; the seller's obligation to deliver completes his obligation to transfer ownership. If the sold item is not delivered, the purpose of transferring ownership is not achieved. Since the seller is obligated to deliver, if the sold item is destroyed before delivery, execution becomes impossible. When execution becomes impossible due to a reason beyond the control of the contracting parties, the contract is automatically dissolved, and the corresponding obligation is terminated.

What is included in the paragraph is an application of the general rule stated in paragraph (1) of Article (110) regarding the total impossibility of executing a bilateral contract due to a reason beyond the control of the contracting parties, resulting in the termination of the obligation and the corresponding obligation, and the contract is automatically dissolved. Therefore, the buyer is entitled to recover the price if it has been paid, but cannot claim compensation because the destruction is due to a reason beyond the seller's control. If the obligation and the corresponding obligation are terminated and the buyer is entitled to recover what he has paid, this implies that the seller bears the risk of destruction.

The second paragraph explained the case of partial destruction, which occurs if the sold item is divisible, such as specific cars, and one of them is destroyed before delivery due to a force majeure. The contract is automatically dissolved for that specific car only, and the seller's obligation to deliver it is terminated due to the impossibility of execution. Consequently, the buyer's obligation corresponding to that car's price is terminated, and he can recover it if it has been paid. The buyer may request the dissolution of the sale for the remaining sold items, i.e., all the cars, and recover the full price.

What is included in the paragraph is also an application of the general rule stated in paragraph (2) of Article (107) regarding the partial impossibility of executing the obligation. Based on what that rule stipulates, if part of the sold item is destroyed and the buyer requests the dissolution of the contract for the remaining sold items, the court may reject the request if the destroyed part is of little significance compared to the total sold items.

From the previous articles and the general rules regarding the seller's obligation to deliver the sold item, we can conclude the following results: 1- The seller's obligation to deliver is an obligation to achieve a result. If this becomes impossible due to a reason beyond his control, the contract is dissolved in whole or in part according to the circumstances without compensation. If it is due to his fault, the buyer may request dissolution or execution with the right to claim compensation for damages, as well as if the seller delays delivery and the sold item is destroyed due to a force majeure before delivery. 2- The risk of destruction of the sold item transfers from the seller to the buyer upon delivery, not upon the transfer of ownership, whether the sold item is specifically identified, like real estate, or identified by type and segregated, like new devices. Segregation alone without delivery indicates the transfer of ownership without the transfer of the risk of destruction. 3- If delivery is made actually or constructively, even by abandonment with notification as stated in Article (324), the risk of destruction transfers without the need for a warning. If the seller is unable to deliver due to the buyer's refusal to perform actions necessary for delivery, the seller can transfer the risk of destruction or damage by warning the buyer to take delivery as stipulated in Article (267) on refusal of performance. 4- The seller's breach of his obligation to deliver according to the provisions outlined in the previous articles, whether by refusal, delay, delivering the sold item in a condition different from that at the time of the contract, delivering it in a different place, or violating any delivery provisions, results in what the general rules on breach of obligation stipulate. The buyer may request the execution of the contract or its dissolution, and compensation in both cases for any damage suffered. The court may reject the request for dissolution if the breach is of little significance compared to the total obligation, and it may grant the seller an extension in exceptional cases to fulfill his obligation as stipulated in Article (275).

Explanation of Article 330

The article clarified the third obligation of the seller in the contract of sale, which is the warranty against eviction and encumbrance. The eviction that the seller is obliged to guarantee may be issued by the seller or by a third party. The first paragraph clarified that the seller guarantees not to evict the buyer from enjoying the sold item in whole or in part. Eviction here refers to any material or legal act issued by the seller that would deprive the buyer of enjoying the sold item wholly or partially. Material eviction is when the seller does not rely on a claimed right, and it may be a purely material act, such as selling a property and then performing an act that limits the buyer's enjoyment of it, or it may be a material act based on a legal reason, such as selling the item twice. The second sale is considered a material act concerning the first buyer, and the eviction is dual; it is issued by a third party and at the same time by the seller because the third party derived their right from the seller.

Legal eviction is when the seller relies on a claimed right, whether prior to or subsequent to the sale contract, such as claiming a real right in the sold item, or selling something not owned by them and then becoming the owner due to a reason of ownership, thus opposing the buyer with this newly acquired ownership after the sale.

The seller's obligation to guarantee non-eviction is an obligation to refrain from an act, and general rules apply to its breach. The buyer may request specific performance by removing the eviction, which is granted if possible, or request rescission with compensation in both cases. The court may refuse the rescission request if the eviction is not severe.

The second paragraph clarified that the seller guarantees the buyer against the sold item or part of it being claimed by a third party. This means the seller guarantees any eviction issued by a third party against the buyer in the sold item in whole or in part, and any resulting confirmation of the sold item or part of it being claimed by a third party. However, this guarantee, unlike the guarantee against eviction issued by the seller, is restricted by two conditions:

The first condition: The third party's eviction must be based on a legal reason, claiming a right in the sold item. This right may be real, such as claiming ownership of the entire sold item or a common part of it, or a non-common part, or a usufruct right, easement, mortgage, and so on. It may also be a personal right, such as a lease right. If the third party's eviction is a material act without relying on a claimed right in the sold item, such as seizing the item from the buyer by force or theft or preventing them from enjoying it, the seller does not guarantee it.

The second condition: The right claimed by the third party must be prior to the sale contract or derived from the seller even if the time it was derived for the third party was after the sale and the buyer could not obtain the sold item for any reason.

An example of a right prior to the sale contract is if the seller arranged an easement right on the property before the sale without the buyer's knowledge. An example of a right derived for the third party from the seller after the sale is if the law requires a specific procedure for transferring ownership by the sale contract, such as registration, and the seller sold the sold item to a second buyer who then promptly registered it before the first buyer. In this case, ownership is established for the second buyer, and the first buyer has a guarantee against the seller.

If the right claimed by the third party is subsequent to the sale contract and not derived from the seller, the seller does not guarantee it.

The seller's guarantee against the sold item not being claimed means the buyer can demand the seller perform specific performance by intervening in the claim of encumbrance filed by the third party to stop their eviction of the buyer. This is the guarantee against eviction. If specific performance is impossible because the third party is awarded the claimed right, the seller must fulfill their obligation through compensation by compensating the buyer for the damage caused by the encumbrance of the sold item. This is the guarantee of encumbrance, which will be detailed in the following articles.

The guarantee against eviction is only required of the seller if the eviction actually occurs, not merely if it is possible. Similarly, the guarantee of encumbrance is only required if the encumbrance is proven, not merely claimed. However, if the buyer has not paid the price and an encumbrance claim is filed against them, they have the right to withhold the price according to what is stipulated in Article (349).

Explanation of Article 331

The first paragraph clarified that the claimant of entitlement may file his lawsuit before the buyer receives the sold item against the seller, the buyer, or both; because each of them has a standing in the lawsuit. The seller is the one who holds the item, and the buyer is the apparent owner. However, after the buyer receives the sold item, according to the rules of litigation, the lawsuit is filed against the one with standing, who is the buyer, as he is the possessor and the apparent owner.

The second paragraph clarified that if the entitlement claim is filed against the buyer, whether the sold item is in his possession or not, he must promptly inform the seller of this. The buyer fulfills his obligation of promptness when he informs the seller in a timely manner, allowing him to defend the right he sold. There is no specific form for informing, but the burden of proof lies on the buyer. Informing includes the buyer requesting to involve the seller in the lawsuit. If the seller is informed of the lawsuit, he must intervene, whether the buyer requested his involvement or not, so that the seller fulfills his obligation by making the third party cease their claim or obtaining a court ruling rejecting their claim.

The third and fourth paragraphs, as well as the following article (332), clarified the cases in which the buyer has the right to revert to the seller for the guarantee of entitlement, and what the seller can do to counter this guarantee. The third paragraph clarified two cases where the buyer's right to revert to the seller for the guarantee is established:

The first case: If the seller is informed by the buyer or others of the entitlement claim in a timely manner, the seller intervenes in the lawsuit, and a judgment is issued in favor of the claimant of entitlement.

The second case: If the seller is informed by the buyer or others of the entitlement claim in a timely manner, but he does not intervene, and a judgment is issued in favor of the claimant of entitlement, the judgment is binding on the seller, and the buyer has the right to revert for the guarantee, even if the seller proves that had he intervened, the judgment would not have been in favor of the claimant; because the buyer did his utmost by informing the seller of the entitlement claim and did not concede to the third party's right. The seller cannot counter the buyer's reversion unless he proves that the judgment in favor of the claimant was due to the buyer's deception or gross error.

The judgment of entitlement in this case is binding on the seller for the buyer, but not binding on the seller for the claimant, as long as the claimant did not involve the seller in the lawsuit for the judgment to be issued against him. Therefore, if the seller fails to prove the buyer's deception or gross error and guarantees the entitlement, he may revert to the claimant if he proves that the claimant was not right in the entitlement claim, and the claimant cannot invoke the judgment issued in his favor against the buyer.

The fourth paragraph clarified the third case of the buyer's reversion to the seller for the guarantee of entitlement, which is if the seller is informed of the lawsuit in an untimely manner, and even more so if he is not informed at all, and a judgment of entitlement is issued. If the seller proves that had he intervened in the lawsuit, it would have been dismissed, the buyer's right to revert for the guarantee is forfeited; if not proven, the buyer's right to revert for the guarantee is not forfeited, because the judgment of entitlement will be established for the claimant even if the seller intervenes.

Explanation of Article 332

The article clarified the fourth case in which the buyer can revert to the seller for warranty of entitlement, which is when the buyer informs the seller of the entitlement claim in a timely manner but the seller does not intervene; then the buyer acknowledges the claimant's right in good faith or reconciles with him in good faith without waiting for the judicial ruling. In this case, the buyer has the right to revert to the seller for the warranty because he has fulfilled his obligation, and because the seller's refusal to intervene is an indication that the claimant is justified in his claim. However, the seller can prevent the buyer from reverting to him for the warranty if he proves that the claimant was not justified in his claim and that the buyer hastened in acknowledging or reconciling. The seller can also prevent the buyer from reverting to him if he proves that the buyer was not acting in good faith in his acknowledgment or reconciliation.

The reason for the mitigation of what the seller can argue to relieve himself from the warranty compared to the second case explained in the previous article (331), even though in both cases the buyer informed the seller in a timely manner and he did not intervene, is that in that case, the buyer did everything in his power; thus, he is not responsible for the issuance of the entitlement judgment unless the seller proves the buyer's deception or gross error. Whereas if the entitlement is established by the buyer's acknowledgment or reconciliation, he bears the responsibility for this acknowledgment or reconciliation; so if he was not justified in what he did, as the seller proves that the claimant was not justified in his claim, the buyer loses his right to revert.

Explanation of Article 333

The article clarifies that if the buyer averts a claim for the entitlement of the sold item, in whole or in part, by settling with the claimant for compensation, whether before or after the lawsuit is filed and before the judicial ruling is issued, and the buyer has the right to revert to the seller for indemnity; if the seller does not prove that the claimant was not justified in their claim, then the seller can relieve themselves of the indemnity obligation by refunding the buyer an amount equivalent to the settlement compensation and its expenses.

The term "settlement compensation" refers to the money with which the buyer settles with the claimant in exchange for the claimant dropping their claim. If the settlement compensation is in cash, the seller refunds the buyer the amount of cash paid and the settlement expenses. If the settlement compensation is something other than cash, the seller refunds the value of that item and the settlement expenses.

The seller's relief from the indemnity obligation in this manner is subject to their choice of what is more beneficial for them by choosing the lesser of the two between the settlement compensation and its expenses or the entitlement indemnity. If the settlement compensation and its expenses are less, the seller is only obligated to that, and the buyer cannot demand full indemnity; because compensating the buyer for the damage caused by the entitlement is achieved by paying the settlement compensation and its expenses; the buyer retains the sold item and recovers their loss, and if more than that is demanded, it would be receiving something not entitled to them, resulting in unjust enrichment. If the entitlement indemnity is less, the seller is only obligated to that; because the seller's obligation under the sales contract is limited to the entitlement indemnity, no more; if the buyer incurs more in their settlement, the seller is not obligated, and this situation may occur if the buyer wishes to retain the sold item and not have it taken by the claimant, so they settle for an amount exceeding the entitlement indemnity they have the right to revert to the seller for.

The article indicates that if a judgment is issued for the entitlement of the sold item, and then the buyer agrees with the entitled party to retain the sold item in exchange for compensation through sale, barter, or otherwise, this agreement does not affect the seller's obligation for the entitlement indemnity; the buyer can revert to the seller for indemnity even if it exceeds that compensation, because the entitlement indemnity is established by the issuance of the judgment.

Explanation of Article 334

The article clarifies that the entitled party may approve the sale that took place between the seller and the buyer; thus, the sold item is transferred to the buyer, and the seller, through subsequent approval, acts as a representative of the entitled party in concluding the sale contract with the buyer, not only from the time of approval but from the time of the contract's conclusion; because the approval has retroactive effect. In this case, the entitled party may claim the sale price from the seller, and the application of this article should consider what is stipulated in Article (359) regarding the sale of another's property; the approval should not harm the rights of others. The buyer has the right to request the annulment of the sale before the approval; if the sale is annulled before the entitled party's approval, it has no effect.

Explanation of Article 335

The article clarified the elements of compensation that the buyer can claim from the seller in the event of total entitlement of the sold item if the entitled party does not approve the sale. The system has detailed these compensation elements in this specific text and did not leave them to general rules due to the special nature of this guarantee. These elements are:

A- The sale price; because it is evident through entitlement that the buyer paid the price for a sale that did not result in the transfer of ownership to him; thus, the seller received what he was not entitled to, and he must return it. The system does not require the value of the sold item at the time of entitlement because it is established through entitlement that the sold item was not in the buyer's ownership to compensate for its value then, as ownership is negated since the inception of the sale.

B- The fruits that the buyer is obliged to return to the entitled party according to what is stipulated in Article (676). The buyer, as a possessor of the sold item who is not the owner, is obliged to return the fruits of the sold item to the entitled party from the time the entitlement claim is raised. If he was aware of the entitlement before the claim was raised, he is also obliged to return the fruits from the time of his knowledge. The buyer can claim from the seller what he was obliged to return to the entitled party from these fruits.

C- Beneficial expenses, such as construction and planting that the buyer made in the sold item, which the entitled party is not obliged to compensate the buyer for, according to the second paragraph of Article (677). The entitled party, as the owner, is obliged to compensate the buyer who made constructions or plantings by paying the lesser of the two values: the expenses incurred by the buyer and the amount by which the value of the land increased. If the increase in the land's value is less than the expenses incurred by the buyer, he recovers from the entitled party the amount of the increase in the land's value and claims the difference from the seller.

As for necessary expenses such as essential repairs, the buyer cannot claim these from the seller because he can claim them from the entitled party according to the first paragraph of Article (677).

D- Luxurious expenses, such as painting, decoration, and similar improvement expenses; the buyer cannot claim these from the entitled party, nor can he claim them from the seller if the seller acted in good faith. In contractual liability, the debtor, who is the seller here, is not responsible for unforeseen damages unless he committed fraud or gross negligence. These expenses fall under that category, so the buyer cannot claim them from the seller unless the seller acted in bad faith, knowing of another's right.

E- Any other damages suffered by the buyer due to entitlement; he has the right to claim them from the seller. This includes any loss suffered by the buyer or profit missed as a direct result of the entitlement. This indicates that the first four elements are the minimum compensation the buyer can claim from the seller. If there is a reason for compensation other than what is mentioned, he can claim it, such as the expenses of the entitlement claim and the guarantee claim, as well as the sale expenses, which, although included in the first item, i.e., the price implicitly, this item includes them in general terms.

In this element, it should be considered whether the seller acted in good faith, in which case he is only responsible for foreseeable damages. However, if he acted in bad faith, he is responsible even for unforeseen damages, which may include the increase in the value of the sold item at the time of entitlement over the price compensated to the buyer if its loss resulted in damage according to compensation rules.

It is worth noting that the entitlement guarantee claim differs from the buyer's claim to annul the sale under the provisions of selling another's property or his claim to rescind it for the seller's failure to fulfill his obligation to transfer ownership of the sold item. The rules established for those claims apply to them in their respective contexts, whether in terms of conditions, limitation, compensation, or otherwise, while the entitlement guarantee claim does not establish the guarantee until entitlement is proven, and the limitation period begins from the proof of entitlement. The system has detailed the amount of compensation in it.

Explanation of Article 336

The article clarifies the ruling on partial eviction warranty; this occurs when it becomes apparent that a part of the sold item, whether undivided or specified, is owned by another party, or when the sold item or a part of it is burdened with a real right such as usufruct, easement, or mortgage, or with a personal right such as a lease contract. In the case of partial eviction, there are two scenarios:

The first scenario: The eviction causes a defect in the remaining part of the sold item, reducing its value or utility according to the intended purpose, as indicated in the contract or as apparent from the nature of the item or the purpose for which it was prepared. It is not necessary for this scenario to occur that the evicted part is the majority; the eviction may be in a small part of the sold item, but it results in the loss of the intended benefit for which the buyer concluded the contract, and had they known of its loss, they would not have completed the contract. For example, a few meters of land are evicted, which in the contract was intended for building a school, leading to a reduction below the legally required area, and similar cases. In this scenario, the buyer has two options:

A- Request the annulment of the sale and the refund of the price, following the rules of annulment for defects; they can also request compensation for the damage caused by the annulment. The court may reject the annulment request if the defect caused is of little importance. If the buyer chooses annulment, they cannot claim the eviction warranty for the evicted part, as the contract's effects, including the warranty against disturbance and eviction, are nullified upon annulment.

B- Retain the sold item and request the execution of the contract, which allows them to claim the eviction warranty for the evicted part from the seller. The provisions of the eviction warranty outlined in this system apply, and the compensation elements are the same as those stated in Article (335) for total eviction, except that the compensation is only for the evicted part, not the entire sold item. For example, they cannot reclaim from the price except what corresponds to the evicted part of the sold item, and so on.

Among the damages for which the seller must compensate, in application of this article, is the reduction in value of the non-evicted part of the sold item due to the defect. The seller is liable for the price difference in that part due to the defect, as will be explained in Article (33).

The second scenario: The eviction does not cause a defect in the remaining part of the sold item, so it does not reduce its value or utility; for example, when the sold item is divisible, such as multiple plots of land, and some are evicted without causing a defect in the rest. In this case, the buyer can only claim the eviction warranty for the evicted part and cannot request annulment.

Explanation of Article 337

The article clarified that the provisions of warranty against eviction and entitlement are generally not of public order; thus, it is permissible to agree on modifying them, whether in the case of eviction by the seller or by others. The first paragraph clarified the permissibility of agreeing to waive or limit the warranty - that is, to decrease or increase it, except when it arises from the seller's act, or when the seller deliberately concealed it. It is needless to say that the exception pertains to the condition of waiver or reduction, whereas the condition of increase does not apply to these two cases. Accordingly, it is permissible to agree to increase the warranty unconditionally, whether in the eviction issued by the seller or by others, such as the buyer stipulating that he may revert to the seller for the higher of the two values: the price or the value of the sold item at the time of entitlement, or that he may revert to him for luxury expenses in all cases, or that he may revert to him for the warranty upon mere knowledge of the cause of entitlement even if eviction has not actually occurred. As for the agreement to waive or limit the warranty, it is prohibited in two cases: The first case: if it arises from the seller's act; this agreement is void, whether the eviction is issued by the seller himself or by others. If the seller stipulates the waiver of the warranty entirely or that it be limited to a certain amount, this condition has no effect if the seller issues eviction to the buyer, or if eviction is issued by others claiming a right that devolved to them by the seller's act; because if the seller stipulates exemption from the warranty or its reduction and then evicts the buyer or causes others to evict him, his act is considered a gross error that cannot be agreed upon for exemption. The second case: if the seller knows of the entitlement and deliberately conceals it; that is, he knows that the buyer is unaware of the right of others and conceals it from him, this agreement is void because it is fraud. Apart from these two cases, it is permissible to agree to waive the warranty entirely, including any total or partial entitlement, or to agree to reduce it, such as the seller stipulating his non-liability for total or partial entitlement only or for a specific case of entitlement, or stipulating that the warranty amount does not exceed a certain limit and the like. The provision contained in the paragraph is considered an application of what is established in articles (174, 175) of the permissibility of exempting the debtor - who is the seller here - from contractual liability or reducing it in cases other than fraud and gross error, and the permissibility of increasing this liability. The second paragraph clarified that if the seller stipulates the waiver of the warranty entirely, and a fortiori its reduction, and the condition is valid - that is, the entitlement was not by his act and he did not deliberately conceal it - the seller remains responsible for refunding the sale price, so he is obliged in total entitlement to refund the full price and in partial entitlement to refund the equivalent part of the price for the entitled portion; the condition only benefits him by exempting him from compensation for other damages, except if the buyer knew at the time of sale the cause of entitlement, such as knowing of a dispute over the ownership of the property, and bought it with the condition of not reverting to the seller for the warranty; he accepted the condition with full knowledge. It is clear from the text of the paragraph that the ruling of this issue is of public order, so it is not permissible to agree otherwise; such as the seller stipulating his exemption from reverting to him even for the sale price in the event of entitlement, and it turns out that the sold item is entitled to others and the buyer was unaware of the cause of that entitlement, he has the right to revert for the price without other compensations despite this condition. It is worth noting in the application of the provisions of this article two matters: First: if there is doubt in interpreting the condition, it is interpreted in favor of the one who bears its burden in application of article (104); in the case of stipulating an increase in the warranty, the doubt is interpreted in favor of the seller, and in the case of exemption or reduction, it is interpreted in favor of the buyer. Second, the agreement mentioned above can be explicit or implicit, such as the contracting parties being aware of the right of others at the time of contracting and taking that into account in the price, and the circumstances of the contract may indicate, even with knowledge of the cause of entitlement, that there is no agreement, so the seller's obligation to the warranty remains as it is.

Explanation of Article 338

This article begins by stating the provisions of the fourth obligation of the seller under the contract of sale, which is the warranty against hidden defects. The contract of sale is based on the premise that the sold item is free from defects without the need for a stipulation, because whoever is obliged to transfer ownership of something must transfer beneficial possession that enables the transferee to use the item for its intended purpose. Therefore, the seller must guarantee the defects that hinder this use.

The first paragraph states that the seller is obliged to guarantee the defect, and the defect that the seller guarantees must be significant. The criterion for this is that it reduces the value of the sold item or its intended benefit. The standard set by the paragraph for the defect is objective, not subjective. Thus, if the defect reduces the value of the sold item, the seller guarantees it even if it does not reduce its intended benefit; similarly, if it reduces its intended benefit even if it does not reduce its value.

To reinforce this standard, the paragraph specifies three things that can define the intended benefit that the seller guarantees its deficiency: it may be explicitly stated in the contract, inferred from the nature of the item, such as a residential house whose nature determines its intended purposes, or inferred from the purpose for which the item is prepared, like a horse prepared for racing or a machine prepared for plowing or harvesting.

The end of the paragraph clarifies that the seller guarantees the defect even if he was not aware of its existence, because the deficiency affects the buyer whether the seller knew of the defect or not.

The second paragraph explains the effect of the seller's warranty for the defect; if a defect appears in the sold item and meets the conditions set forth in Article (334), the buyer has the option between two things:

The first option: Requesting the rescission of the sale, and the general rules of judicial rescission in Article (107) apply to this; the court, at its discretion, may refuse rescission if the deficiency caused by the defect is of little importance, limiting the buyer's right to compensation according to the second option below.

The second option: Retaining the sold item and claiming the price difference from the seller, which is what jurists refer to as "compensation for the defect," meaning the ratio of the value of the item in its sound condition to its value with the defect from the price; if the value of the item in its sound condition is one hundred and its value with the defect is eighty, the ratio is one-fifth; thus, he can claim one-fifth of the price from the seller.

The end of the paragraph states that the seller can avoid rescission or bearing the price difference if he fulfills his obligation specifically by providing a non-defective substitute for the sold item, or if he repairs the defect in a short period without harm to the buyer, as the reason for requesting rescission or the price difference has been removed.

What the paragraph has decided in this regard is merely an application of the general rules, as the debtor - the seller here - can avoid rescission, which is the first option, or execution by compensation, which is the second option, if he fulfills his obligation specifically without delay that harms the buyer.

If the sold item is specified by its type and description, and the seller fails to fulfill the committed specifications, the buyer, according to the general rules of breach of obligation, can request specific performance if possible, in addition to his right to request rescission or execution by way of compensation, which is known among jurists as the "option of substitution in description."

The third paragraph states that the buyer has the right to compensation for any damage caused by the defect, whether he chooses rescission, claims the price difference, or specific performance by providing a substitute or repairing the defect; this is merely an application of the general rules of breach of obligation set forth in Articles (107, 109).

From the above, it is clear that one of the conditions for the defect that the seller guarantees is that it must be significant, and in this regard, it is of two types:

The first type: A non-significant defect, which does not reduce the value of the sold item or its benefit; the seller does not guarantee it.

The second type: A significant defect, which reduces the value of the sold item or its benefit, and the seller guarantees it, and it is of two degrees:

A- If the deficiency caused by the defect is minor, meaning of little importance, the buyer is entitled to compensation without his right to rescission.

B- If the deficiency is substantial, the buyer has the option between rescission and compensation.

In both cases of significant defect, if specific performance is possible, the seller can avoid the request for compensation or rescission by providing a similar substitute, and the buyer can also request specific performance if possible.

Explanation of Article 339

The paragraphs of the article included cases where the seller does not guarantee the defect, even if it is significant and reduces the value of the sold item or its intended benefit, as follows: A- If the defect is not hidden from the buyer; meaning the buyer was aware of the defect at the time of sale or is presumed to have known about it, this paragraph includes two cases where the seller does not guarantee the defect due to the absence of the condition of the defect being hidden, which are: First: If the buyer knew about the defect at the time of sale, even if the defect was not apparent; because accepting the purchase with knowledge of the defect indicates consent to it. Second: If it is presumed that the buyer knew about the defect, meaning he could have discovered it himself if he had examined the sold item with the care of an ordinary person; in this case, the defect is considered apparent and not hidden, and the buyer bears the consequence of his negligence. There are two exceptions to the absence of the seller's guarantee in this case: The first exception: If the buyer proves that the seller assured him that the sold item was free from the specific defect found in it, because the seller's assurance to the buyer that the item is free from that defect is considered an implicit agreement that the seller guarantees this specific defect. The second exception: If the seller deliberately concealed the defect out of deceit, because the seller committed an error that overrides the buyer's negligence in not examining. If the buyer was aware of the defect or is presumed to have known about it, his claim that he thought the defect did not affect the intended benefit of the sold item is disregarded, unless he proves that he believed the defect was not significant and that an ordinary person could not perceive that the defect was significant. B- If the defect is something that customarily is tolerated, even if it is significant, such as fruits whose edible part is inside, like watermelon, melon, squash, and similar items, if customarily tolerated. C- If the defect is not old; meaning it occurred after delivery; the consideration for whether the defect is old or not is the time of delivery, not the time of sale. If the item was sound at the time of sale and then a defect occurred before delivery, the seller guarantees it because the item is under his guarantee before delivery. However, if the defect occurred after delivery, the seller does not guarantee it unless the defect is due to a cause existing in the item before delivery but appeared afterward; such as if the sold item is an animal carrying a disease germ before delivery and the disease occurred after. D- If the sale is at auction by judicial or administrative authorities; because the auction sale has been announced, and bidders have been given the opportunity to ensure its soundness before proceeding with bidding, it is better, after all these procedures have been taken, not to annul the sale for a matter that could have been avoided, so as not to repeat lengthy procedures with new expenses borne by the debtor. As for other non-judicial and administrative auctions, the seller guarantees the defect like other sales.

Explanation of Article 340

The article specifies the period within which the buyer must verify the soundness of the sold item for defects, and the period within which the seller must be informed of the defect if it exists. The article distinguishes between two types of defects:

The first type: Defects that can be discovered through ordinary inspection, such as defects that can be discovered in devices merely by opening their covers or by using them, or defects that appear in a car upon testing or through ordinary inspection.

The second type: Defects that cannot be discovered through ordinary inspection and require an unusual technical examination for such goods.

The first paragraph clarifies what pertains to the first type of defects, stating that if the buyer receives the sold item, they must verify its condition as soon as they are able to do so according to customary dealings. The system does not specify a fixed period for verification due to the variation depending on the nature of the sold item; the customary period for verifying the condition of real estate differs from that for an animal, car, food, and so on.

If the buyer finds a defect in the sold item that can be discovered through ordinary inspection, they must inform the seller within a reasonable period according to customary dealings; otherwise, their delay in informing is considered acceptance of the defect, and their right to recourse against the seller for warranty is forfeited.

Based on what the paragraph stipulates, the buyer is not required to inform the seller of this type of defect immediately upon discovery; their delay in informing is not considered acceptance of the defect if it does not exceed a reasonable period. This is because it is customary in people's dealings that, although a defect can be discovered upon receipt, the buyer may not discover it until after testing or opening the device, and so a reasonable period is given for inspection and informing the seller.

The second paragraph clarifies what pertains to the second type of defects, which cannot be discovered through ordinary inspection; the passage of time before their discovery, even if prolonged, is not considered evidence of the buyer's acceptance of the defect. However, once the defect is discovered, the buyer must inform the seller immediately upon its appearance; otherwise, they are considered to have accepted it. The buyer's excuse for not discovering the defect within a reasonable period due to the nature of the defect does not justify delaying informing the seller once it is discovered.

In both types, there is no specific form required for informing; it can be in writing, orally, or otherwise, and the burden of proof lies with the buyer.

Explanation of Article 341

The first paragraph clarified that the buyer's right to revert to the seller for warranty of defect, whether by rescission or by claiming the price difference, is forfeited when the buyer expresses acceptance of the defect explicitly or implicitly; such as if the buyer knew of the defect and delayed informing the seller within the period stipulated in Article (340).

The second paragraph clarified the cases in which the buyer's right to request rescission of the sale is forfeited while retaining the right to claim the price difference as follows: A- If the buyer disposes of the sold item in a manner that removes it from his ownership, such as by sale or gift; because it is impossible to return the sold item to the seller due to the transfer of its ownership and disposition to another party; and because if the disposition is by sale, the buyer cannot reclaim the sold item from the person to whom it was transferred, as he is liable for eviction; since reclamation and warranty cannot coexist. If the sold item returns to the buyer before he requests the price difference, such as when the second buyer returns the item due to a defect, the first buyer can also return the item to his seller.

B- If the buyer establishes a right for another party on the sold item that does not remove it from his ownership, such as a usufruct or mortgage, and it is impossible to release it within a reasonable period; because the right in the sold item is not solely for the buyer but is shared with another party, and it is impossible to return the sold item to the seller in its original state free of the right.

C- If the sold item is destroyed or damaged by the buyer's action or after he receives it, because destruction makes returning the sold item impossible, and if the destruction is by the buyer's action before actual delivery, he is considered to have received it by judgment; thus, he is liable for it. As for the damage to the sold item, it is a change in the item by a defect that gives the seller the right to refuse it, and this damage is also restricted to being by the buyer's action or after he receives it, because then it is under his warranty, and if the new defect is removed, the buyer's right to rescind for the old defect returns.

The restriction of destruction and damage to being by the buyer's action or after he receives it excludes cases where any of these occur while the seller is responsible, such as if the sold item is destroyed or damaged before delivery without the buyer's action, or after delivery by the seller's action; this does not forfeit the buyer's right to rescind.

D- If the buyer increases the sold item with a connected increase not derived from it before or after receipt, such as constructing a building on the sold item or dyeing it, and so on; because it is impossible to return the sold item in its original state to the seller due to the buyer's actions; however, if the sold item increases with a connected increase derived from it, such as the item growing larger or fatter, or a separate increase derived from it, such as animal offspring, or a separate increase not derived from it, such as rental income from property, this does not forfeit the buyer's right to return the sold item.

Explanation of Article 342

The article clarifies the ruling in the event that multiple items are sold under a single contract of sale and a defect appears in some of them. There are two scenarios:

The first scenario: The sold items are indivisible, such as a set of dishes or marble pieces forming a single artistic decoration, and a defect appears in some of them. In this case, the buyer cannot return only the defective item; rather, they have the option to either return all items and recover the price or keep all items and receive a price difference.

The second scenario: The sold items are divisible, whether they are fungible goods like five generators of the same type, or non-fungible goods like five plots of land, and a defect appears in some of them. Here, the buyer has the option to request the annulment of the sale for the defective part only and recover the corresponding price, or to keep the defective part and claim a reduction in price due to the defect. The buyer cannot request the annulment of the sale for all defective items unless it is shown that the buyer would not have agreed to the contract without the defective part, such as if the generators were for a project requiring that specific number of that type, or if the lands were for building a school requiring the combined area of the lands.

In applying the ruling of the article, the following should be considered:

1. The rules that were previously explained in Article (33) apply to the request for annulment or price difference, whether for all or part of the sold items. This includes the buyer's right to compensation for damages caused by the defect, whether they request annulment or a price difference, and the court's right to reject the annulment request if the defect causes only minor damage, limiting the buyer's right to request a price difference.
2. The criterion for the defectiveness of some of the sold items is objective and does not differ from the criterion for the defectiveness of the sold item previously stated in Article (33). However, the buyer's right to request annulment of the sale for all divisible items due to the defectiveness of some is a subjective criterion related to the buyer's personal situation. If it is proven that they would not have agreed to the contract without the defective part, they have the right to request annulment for all of it.

Explanation of Article 343

The article clarifies that the provisions of defect liability are not of public order, so it is permissible to agree otherwise. The contracting parties may agree to limit defect liability to the extent of complete exemption, such as when the seller stipulates no liability for any defect in the sold item, or stipulates reducing this liability without completely dropping it, such as stipulating that the buyer may only claim a certain amount even if it is less than the sale price. It is also permissible to agree to increase this liability, such as when the buyer stipulates the return of the entire sold item, both sound and defective, if some of it is found to be defective, even if it is divisible and its division does not harm the buyer.

An exception to the agreement on exemption from defect liability or its limitation is if the buyer proves that the seller knew of the defect and deliberately concealed it; in this case, the condition is void because it constitutes fraud.

In applying this article, it should be noted that if there is doubt in interpreting the condition, it is interpreted in favor of the party bearing its burden, in accordance with Article (104). Thus, in the case of stipulating exemption from all liability or its limitation, the doubt is interpreted in favor of the buyer, and in the case of stipulating an increase, the doubt is interpreted in favor of the seller.

Explanation of Article 344

The article clarified that the claim for defect warranty is subject to a statute of limitations of one hundred and eighty days from the date of delivery of the sold item, except in two cases: The first case: If the contracting parties agree to extend the warranty period beyond one hundred and eighty days, the statute of limitations in this case shall be as agreed upon by the contracting parties, provided it does not exceed ten years. The second case: If the buyer proves that the seller deliberately concealed the defect fraudulently; the statute of limitations in this case shall be ten years. The legislator chose to shorten the statute of limitations for the defect warranty claim compared to the general statute of limitations stipulated in Article (295), because if the period is extended, it becomes difficult to determine whether the defect originated before or after delivery; and to prevent the seller from being threatened by this warranty for a long period. It is also a sufficient period for the buyer to inspect the sold item and ascertain its freedom from defects, and thus it begins from the time he is able to do so, which is upon delivery. The provisions stipulated in the general statute of limitations in the first section apply to the statute of limitations for defect warranty, except as mentioned in this article, whether in terms of suspension, interruption, or the inadmissibility of shortening it to less than one hundred and eighty days, or other provisions as stipulated there.

Explanation of Article 345

The payment of the price is the primary obligation of the buyer in a contract of sale in exchange for the seller's obligation to transfer ownership of the sold item. The article clarifies that the buyer is obligated, under the contract of sale, to pay the price, and that payment of the price, in general, requires it to be made immediately upon the completion of the sale, in accordance with the general rule of fulfilling obligations in paragraph (1) of Article (275), which states: "Fulfillment must be immediate upon the obligation being established in the debtor's liability, unless there is an agreement or statutory provision to the contrary." Thus, the payment of the price does not depend on the delivery of the sold item, nor is it linked to it. Whether the delivery of the sold item is immediate or deferred, the buyer is required to pay the price immediately upon the completion of the sale. If both the payment of the price and the delivery of the sold item are deferred to the same time and there is no agreement on who delivers first, the buyer must pay the price first.

The ruling established by the article applies in the absence of an explicit or implicit agreement to the contrary. An implicit agreement may occur if customary practices or dealings between the contracting parties differ from what the article stipulates. Therefore, the exception at the end of the article states that this ruling is not of public order; if there is an agreement to defer the price or to pay it in installments at specific times, and no deadline is set for the delivery of the sold item, the item must be delivered immediately upon the completion of the sale, in accordance with the general rule, even if the price has not been paid. The price must be paid at the agreed-upon time or times.

If there is an agreement or custom that the delivery of the sold item and the price occurs at the contract, and that the item is delivered before the price is paid, this must be adhered to. If part of the price is to be paid immediately at the contract and part is deferred, and the delivery of the sold item is at the contract, the buyer must pay the immediate part of the price upon the completion of the contract, even if the item has not been received.

Explanation of Article 346

The subject of this article pertains to the seller's right to retain the sold item until the price is fully paid. Article (340) stipulates that the buyer is obligated to pay the price before taking possession of the sold item. Consequently, the first paragraph of this article establishes that the seller has the right to retain the sold item until the due price is fully paid. The generality of the article covers whether the entire price or a part of it is due; thus, the seller has the right to retain the sold item until it is paid.

The price is considered due if the time of payment is either before or concurrent with the time of delivery of the sold item. This is applicable in two cases: The first case: If the price is due and the seller has not yet delivered the sold item to the buyer. This also includes situations where it was agreed that the price would be paid upon delivery of the sold item, and the buyer fails to pay. The second case: If the price is deferred to a time after the delivery of the sold item, and the time for delivery arrives before the due date, and the due date has lapsed for one of the reasons stated in the system, and the buyer has not paid the price. In this case, the seller is also entitled to retain the sold item until the price is paid.

If either of these cases is realized, the seller has the right to retain the sold item until the buyer pays the price. The provision of a pledge or guarantee by the buyer does not affect the seller's right to retain.

Conversely, the seller does not have the right to retain the sold item if the time for payment is deferred beyond the time of delivery and the due date for payment has not lapsed for any of the reasons stated in the system. Similarly, the seller does not need to retain the sold item if the time of delivery is after the time of payment, as the seller can demand payment from the buyer without delivering the sold item until the specified delivery time. However, if this time arrives and the buyer has not yet paid the price, the seller may retain the sold item until the price is paid.

The establishment of the seller's right to retain the sold item results in the application of the provisions of the right of retention as stated in articles (191-195), including the requirement for the retainer to preserve the retained item. The seller is required to exercise this level of care; if the item perishes without the seller's fault, the risk of loss falls on the buyer, as stated at the end of this paragraph. Although the default rule is that the risk of loss before delivery is on the seller, since the buyer is responsible for the non-delivery due to their fault, they bear the risk. However, if the loss occurs due to the seller's fault, the seller bears the risk, and the buyer may request the annulment of the sale with compensation according to general rules.

The second paragraph clarifies that the seller's right to retain is forfeited if they accept the deferment of the price, whether voluntarily by granting the buyer a period for payment or in response to the buyer's request for a deferment. The effect of forfeiting the seller's right to retain is that they are obliged to deliver the sold item to the buyer without linking it to the buyer's payment of the price. If the seller refuses, the buyer may demand delivery, and the risk of loss of the sold item in this case falls on the seller.

The deferment mentioned in this paragraph refers to the consensual deferment granted by the seller according to the explicit text of the article. Conversely, if the deferment for payment of the price is granted by the court as a respite or a reasonable deferment for an exceptional situation as provided in articles (209, 275), this deferment does not prevent the seller's right to retain the sold item until the deferment expires and the price is paid, even if the time of delivery precedes the expiration of the deferment. The deferment granted for payment of the price that prevents the right of retention must be a deferment granted by the seller to the buyer according to the explicit text of the second paragraph of the article. The deferment granted by the court to the buyer is not from the seller, and the seller's consent is not required for its granting. It is a deferment aimed at facilitating the buyer, not at depriving the seller of the right to retain the sold item until the price is paid.

Since the right to retain the sold item is a right established for the benefit of the seller and not a matter of public order, it is permissible to agree in the sale contract or any subsequent agreement to waive the seller's right to retain in the event of the buyer's non-payment of the price.

Explanation of Article 347

The subject of the article is the ruling on the buyer taking possession of the sold item before paying the price. The first paragraph clarifies that the buyer's taking possession of the sold item before paying the price is valid under two conditions:

The first condition: The seller must be aware that the buyer has not paid the price and that he has taken possession of the sold item despite not having paid the price. The burden of proving the seller's knowledge of both matters falls on the buyer when the seller demands the return of the sold item due to non-payment, as the default is that the buyer is obligated to pay the price before taking possession of the sold item.

The second condition: The seller must not have prevented the buyer from taking possession of the sold item before paying the price.

If both conditions are met, this is considered an implicit permission from the seller for the buyer to take possession of the sold item, and the buyer's taking possession of the sold item before paying the price is valid and effective, and the seller cannot reclaim it.

The second paragraph clarifies that the seller has the right to reclaim the sold item if the buyer takes possession of it before paying the price without explicit or implicit permission from the seller, whether the buyer took it secretly without the seller's knowledge, forcibly despite his opposition, or if the buyer deceived the seller into believing he had paid the price to take possession of the sold item. This deception taints the seller's consent and makes the possession occur without his permission. If the buyer takes possession of the sold item without the seller's permission, he bears the risk of its destruction or damage, even if it is due to a cause beyond his control. There is no contradiction between the seller's right to reclaim and the buyer bearing the risk of destruction or damage, as the buyer is considered to have wrongfully taken possession. If the sold item is destroyed or damaged in his hands, he is deemed to have taken possession of it by judgment. In this case, the seller has two options:

The first option: To leave it in the buyer's hands, consider him as having taken possession of the sold item, and demand payment of the price regardless of any destruction or damage that may have occurred to the sold item.

The second option: To reclaim it from the buyer in its current state. This scenario only applies in cases of partial destruction or damage. In the case of total destruction, reclamation is not possible due to the impossibility of the subject matter. In the case of reclamation, the seller is entitled to compensation for the damage caused by the buyer's taking possession of the sold item without permission, including any expenses incurred by the seller for reclamation. This compensation does not include the destruction or damage to the sold item, as the item is owned by the buyer, who bears the risk of its destruction or damage and remains obligated to pay its full price unless the seller's reclamation of the sold item is for the purpose of rescinding the sale, and the rescission is completed under its conditions. In such a case, the seller can demand compensation from the buyer for the destruction or damage to the sold item, even if it is due to a cause beyond the buyer's control, as the buyer is deemed to have taken possession of the sold item by judgment, and the risk of destruction or damage falls on him.

Explanation of Article 348

The subject of the article is the place where the buyer is required to pay the price, and the article distinguishes between two cases:

The first case: The price is due at the time of delivery of the sold item, such as when it is agreed to pay the price and deliver the sold item at the time of the contract, or both are deferred to the same term, or the contract is concluded without specifying a time for delivery of the sold item and payment of the price, in which case the default is that both must be fulfilled immediately.

The first paragraph of the article clarifies that if the price is due at the time of delivery, it should be paid at the place of delivery of the sold item. The place of delivery, as previously mentioned, is the location of the sold item at the time of sale if the item is specifically identified, or the place of sale if the item is identified by type, or the agreed place or the customary place if there is an agreement or custom to the contrary.

The ruling contained in the paragraph is an exception to the general rule stated in paragraph (1) of Article (275) that the place of fulfillment in a contractual obligation, except for specifically identified items, is the place where the obligation arises.

The second case: The price is not due at the time of delivery, such as when the price is deferred to a time beyond the delivery of the sold item or when the price is due and the delivery of the sold item is deferred.

The second paragraph of the article clarifies that if the price is not due at the time of delivery of the sold item, the place of payment is the place of the contract, whether the sold item must be delivered at the place of the contract or elsewhere. This ruling is consistent with the aforementioned general rule.

All the provisions contained in the article apply in the absence of an explicit or implicit agreement to the contrary. An implicit agreement includes the existence of a custom or practice between the contracting parties to the contrary; if there is an explicit or implicit agreement, it must be adhered to.

Explanation of Article 349

The article addresses two cases in which the buyer has the right to withhold the price due from him, namely in the event of a claim of entitlement to the sold item or in the event of a defect appearing in it, as detailed below. This is because the buyer is committed to paying the price to obtain ownership and possession of the sold item in a manner that allows him to benefit from it without any obstacle limiting this benefit.

The first paragraph outlines the first case in which the buyer has the right to withhold the price, which is when a claim is made against the buyer by a third party for entitlement to the sold item, either wholly or partially. The right to withhold in this case is necessitated by the seller's obligation to guarantee against third-party claims against the buyer, as stipulated in Article (330). The third-party claim in this case must be one that the seller guarantees, meaning that the third party claims a right in the sold item that predates the sale contract or is derived from the seller even if it is after the sale contract, as previously explained in the explanation of that article.

The paragraph also states that the buyer does not have the right to withhold the price if the seller provides an appropriate guarantee ensuring the buyer the return of the price if the third party's right in the sold item is established. This guarantee may be in rem, such as establishing a mortgage right in favor of the buyer, or personal, such as an agreement with a guarantor to ensure the return of the price to the buyer. The assessment of whether the guarantee is appropriate is left to the court's discretion.

The paragraph grants the seller the right, instead of providing a guarantee, to request the court to require the buyer to deposit the price with the competent authority designated by the Minister of Justice, preventing the seller from receiving the price until the entitlement claim is resolved. If the seller refuses to receive the price, and if the entitlement to the sold item is ruled, the buyer retrieves the price.

Based on the above, the buyer does not have the right to withhold the price if a claim is made against him regarding the sold item that does not relate to what the seller guarantees under the guarantee of exposure and entitlement, nor if the seller provides an appropriate guarantee.

The second paragraph outlines the second case in which the buyer has the right to withhold the price, which is if the buyer discovers a defect in the sold item that the seller is liable for, as stipulated in Articles (332) to (338). The seller's liability for the defect implies that the buyer has the right to revert to the seller; if the defect is discovered before the price is paid, the buyer has the right to withhold the price until the seller fulfills his obligation to guarantee the defect. This is an application of the general rule of the right to withhold as stated in Article (191) as one of the guarantees for the execution of the obligation.

In both of the aforementioned cases, the buyer's right to withhold the price is forfeited in any of the following scenarios:

1. If the reason for which the buyer was entitled to withhold the price ceases to exist, such as if the entitlement claim is rejected, the claimant withdraws it, or the claimed right ceases to exist, such as a mortgage right being fulfilled, or the seller compensates the buyer adequately for the defect.
2. If the buyer explicitly or implicitly waives his right to withhold, as this right is established for his benefit, he may waive it, whether at the time of the contract or in a subsequent agreement. An implicit waiver occurs if the buyer pays the price after knowing the reason for withholding it, in which case he cannot request its return to exercise the right to withhold, but he may revert to the seller for the guarantee of entitlement or defect.
3. If the buyer's right to guarantee against exposure or defect is forfeited according to their respective provisions.

It is worth noting that what is contained in the article does not mean limiting the buyer's right to withhold the price to the two mentioned cases; the buyer may withhold the price in other cases based on the general rules of the right to withhold as one of the guarantees for the execution of the obligation, such as agreeing to pay the price after the delivery of the sold item; the buyer may refrain from paying until delivery is completed.

Explanation of Article 350

The article addresses a specific form of consensual rescission, where the rescission does not depend on notifying the debtor or obtaining a court ruling. It involves setting a specific date for the payment of the price, with the seller stipulating that if the buyer does not pay the price by the specified date, there is no sale between them, i.e., between the seller and the buyer. Once agreed upon in this manner with this phrase or its equivalent, it is considered an agreement between them that the seller can consider the sale rescinded without needing to notify the buyer or request rescission through the courts. The phrase "there is no sale between them" and its equivalents are deemed an explicit agreement that rescission occurs upon the fulfillment of the resolutory condition without requiring notification or a court ruling.

If the buyer is obstinate and disputes the enforcement of the condition, the seller may have no choice but to file a lawsuit for rescission. However, in this case, the court's ruling would reveal the rescission rather than create it; the court cannot grant the buyer an extension to pay the price, and the buyer cannot prevent rescission by depositing the price with the court.

The specified date for payment may be determined by an explicit agreement, which is common in such transactions, or it may be implicit, such as when custom dictates a specific date for payment and delivery of the goods. However, the resolutory condition must be explicit in indicating that rescission occurs upon the fulfillment of the condition without the need for notification, as stated in the article and its equivalents.

It is clear from the article that considering the contract rescinded is at the seller's discretion, as the article ties rescission to the seller's choice, whether the seller has delivered the goods to the buyer or required payment for delivery. The seller may consider the contract not rescinded and demand payment from the buyer, as the condition benefits the seller, who may waive it. The buyer, however, cannot consider the contract rescinded if the seller does not choose to do so, as the breach originated from the buyer; otherwise, the buyer could rescind the contract at will by refusing to pay the price.

The article does not address the seller's breach of obligation, as it follows general rules. If the seller considers the contract not rescinded because the buyer paid the price on time, or did not pay and the seller did not consider it rescinded, and the seller breaches, the buyer may request rescission. However, this would be judicial rescission, with the court's ruling creating rather than revealing it. The court may, at its discretion, grant the seller time to fulfill the obligation or reject the rescission request if the seller's breach is minor relative to the overall obligation.

It is important to note that the condition in the article is a resolutory condition benefiting the seller. However, if the agreement indicates that the sale is contingent upon a suspensive condition, which is the buyer's payment of the price, and if the buyer does not pay, there is no sale between them; the buyer's obligation to pay the price does not exist in this case, as it depends solely on the buyer's will. This condition, although contingent on the debtor's sole will, is valid because it is in a bilateral contract; failure to pay the price results in the buyer losing the corresponding obligation, which is ownership of the goods. Once the price is paid, the contract is considered effective, and the condition in this scenario follows the rules of a suspensive condition, which is outside the scope of the condition mentioned in this article.

Explanation of Article 351

The article clarified the second obligation of the buyer in a contract of sale, which is to take delivery of the sold item, meaning to physically possess it. This obligation corresponds to the seller's obligation to deliver, and generally, both actions—delivery and receipt—occur simultaneously. However, it may happen that the seller vacates the sold item for the buyer so that the buyer can possess it, thus fulfilling the seller's duty of delivery. Yet, if the buyer delays in taking delivery of the sold item and moving it from the seller's location to physically possess it, the buyer is thereby in breach of their obligation. According to general rules, the seller may warn the buyer and compel them to take delivery or request annulment.

The article also specified the location where the buyer must take delivery of the sold item, which is the same location where the seller must deliver it, as the place of delivery and receipt is the same and cannot differ. Accordingly:

1. If the sold item is specifically identified, it must be received at the location where it is found at the time of sale, even if it is not at the place of sale. The article's ruling applies to specifically identified items because their location can be known at the time of sale, whereas items identified by type do not have a determined location until they are segregated after the sale.
2. If the sold item is identified by type, the article did not specify the location for taking delivery, relying on general rules; it is the place where the seller is obligated to deliver the sold item, which is the place of sale according to Article (277).

Regarding the time of taking delivery, the article clarified that the buyer must take delivery of the sold item immediately upon the seller's delivery, as it is the time when the buyer can take possession. The buyer must move it from the seller's location without delay, as taking delivery is only realized by moving the sold item, and any delay required for the usual transportation of the sold item is excused.

This ruling aligns with the general rule in Article (275), which stipulates the obligation to fulfill the commitment immediately upon its establishment in the debtor's liability.

The ruling of the article applies in the absence of an agreement to the contrary; if there is an explicit or implicit agreement, such as a custom dictating a different place or time for taking delivery, it must be followed, as the article's ruling is not of public order, as is evident from its text.

Explanation of Article 352

The article clarifies that the buyer is obligated under the contract of sale to cover the expenses of fulfilling the price, the expenses of receiving the sold item, and the expenses of the contract of sale and its registration. Below is a breakdown of these expenses:

First: The expenses of fulfilling the price, which are related to his obligation to fulfill the price. Since the buyer is the debtor in fulfilling the price, the expenses fall on him. This is an application of the general rule stated in Article (27): (The expenses of fulfillment are on the debtor unless there is a statutory provision or agreement to the contrary). Examples of the expenses of fulfilling the price that the buyer bears include if the fulfillment is made via a bank transfer or an electronic means, the buyer bears the expenses incurred from using this method.

Second: The expenses of receiving the sold item, which are related to the buyer's obligation to receive the sold item. Since the buyer is the debtor in receiving the sold item, the expenses fall on him, in application of the aforementioned general rule. The expenses of receiving the sold item refer to the expenses of physically taking possession of the sold item and transporting it from the seller's location to the location desired by the buyer. If transporting the sold item requires paying customs fees or the like, the buyer bears them.

Third: The expenses of the contract of sale and its registration, which is the third obligation of the buyer under the contract of sale. This obligation is independent of his obligation to fulfill the price and his obligation to receive the sold item. The expenses of the contract of sale include any expenses due to non-contracting parties related to the contract of sale, whether the party entitled to these expenses is a public or private entity.

These expenses include: the expenses of drafting the contract of sale, whether it is written on an ordinary paper or an official paper where the buyer bears the fees of the official paper. They also include the lawyer's fees who prepared the contract of sale, and the expenses of inspecting the sold property in the real estate registration authorities to verify any third-party rights on it. They also include the necessary expenses to prepare the contract of sale for registration according to the real estate registration system and the expenses required for that.

According to what the article contains, any other expenses related to the contract of sale - except for expenses related to the seller's obligations such as the expenses of delivering the sold item - are on the buyer. For example, if the seller and buyer agree to deliver the sold item in a specific warehouse, and this warehouse has a fee, the buyer bears it from the date the seller deposits the sold item in the warehouse and informs the buyer of the delivery.

The ruling contained in the article does not relate to public order but is a supplementary rule to the will of the contracting parties. Therefore, if the contracting parties explicitly or implicitly agree otherwise, it must be adhered to. This includes if the custom or practice of the contracting parties is otherwise, as confirmed by the end of the article.

It is worth noting that if the seller pays all or part of the expenses due on the buyer, the buyer must compensate him for them. Otherwise, the seller may demand them. In fact, according to the general rules of the right of retention, the seller has the right to retain the sold item until the buyer reimburses him for the expenses he paid. The seller may also request the annulment of the sale for the buyer's breach of his obligation to pay the contract expenses. The general rules of annulment apply to this; the court will not grant this request unless it sees in this breach a justification for annulment and that the seller was not abusive in exercising his right.

Explanation of Article 353

The first paragraph defined the illness of death as the illness in which a person is unable to continue their usual activities, where death is likely and connected to it. From the definition, it is clear that for an illness to be considered an illness of death, the following conditions must be met:

The first condition: The illness must incapacitate the person from continuing their usual activities. It is not required for the patient to be bedridden; they may not be, yet still unable to manage their affairs. If a person is unable to manage their affairs due to old age and not illness, it is not considered an illness of death.

The second condition: This illness must naturally lead to death in most cases; the illness may be fatal from the beginning, or it may start as a simple illness and then worsen to the point where the patient's condition is feared to be fatal. If the illness has not reached this level of severity, it is not considered an illness of death, even if it incapacitates the patient from managing their affairs, such as a person suffering from an eye infection that impairs vision, or a disease leading to the amputation of a leg. The assessment of whether the illness naturally leads to death is for specialists, namely doctors.

The third condition: This illness must be connected to death; it is required that the illness ends in death, with the patient dying before recovering from their illness, even if the death is due to another cause. It is not required for the illness to have affected the patient's psyche or cognition. If the illness is chronic and prolonged, such as paralysis, tuberculosis, diabetes, or hypertension, and the patient dies, it is not considered an illness of death if the duration is long without the illness worsening. If the illness worsens for a long period and then the patient dies, it is not considered a death in illness, even if the illness incapacitated the patient from managing their affairs and confined them to bed. The reason is that the prolonged state of the illness prevents the patient from despairing of life and aligns the illness with their usual habits.

The second paragraph of the article clarified what is considered equivalent to the illness of death, which requires the following conditions to be met:

The first condition: The person must be in a situation surrounded by the danger of death, such as in war, floods, earthquakes, volcanoes, or other natural disasters, or a naturally deadly epidemic, or sentenced to death with no chance of exoneration.

The second condition: It is generally expected that such a situation naturally leads to death, making the person believe their end is near, and it is not required for the person to be ill.

The assessment of whether the dangerous situation surrounding the person is equivalent to the illness of death is for the court to decide based on the circumstances and details of the case.

The burden of proving the existence of the illness of death lies with the party interested in proving it, who contests the validity of the action against them.

Explanation of Article 354

The article clarifies the ruling on the sale and purchase by a terminally ill patient, and the necessity to explain that if the sale or purchase by such a patient involves favoritism, the amount of favoritism is treated as a donation. A donation by a terminally ill patient is subject to the rules of a will, in that a will is not valid for an heir, nor is it valid for more than one-third to a non-heir. This is because the actions of a terminally ill patient in this manner are suspect of intending to circumvent the legally established rules of wills, and because the rights of the heirs are attached to the patient's assets; thus, their actions are restricted not due to a deficiency in their capacity or a defect in their will, but to protect the heirs.

The first paragraph clarifies the ruling on the sale or purchase by a terminally ill patient to or from an heir. If the sale or purchase is at the market price, the transaction is valid against the other heirs as if it were a transaction by a healthy person, without issue. However, if it involves favoritism, such as selling to an heir for less than the market price or buying from an heir for more than the market price, the amount of favoritism in the sale or purchase is not valid against the other heirs unless they approve this transaction after death. The amount of favoritism is the difference from the market price when the patient is the seller or the excess over the market price when the patient is the buyer.

The second paragraph clarifies the ruling on the sale or purchase by a terminally ill patient to or from a non-heir. If the sale or purchase is at the market price, the transaction is valid against the heirs as if it were a transaction by a healthy person, without issue. However, if it involves favoritism, such as selling to a non-heir for less than the market price or buying from a non-heir for more than the market price, the transaction can fall into two scenarios:

The first scenario: If the amount of favoritism in the sale or purchase does not exceed one-third of the estate's value at the time of death, including the sold item itself, the sale is valid against the heirs as if it were a transaction by a healthy person. For example, if a terminally ill patient owns a property valued at four million riyals at the time of death and sold it for three million riyals, and the estate's value, including the sold property, is six million riyals, the amount of favoritism is less than one-third of the estate, thus the transaction is valid against the heirs as if it were a transaction by a healthy person.

The second scenario: If the amount of favoritism in the sale or purchase exceeds one-third of the estate's value at the time of death, including the sold item itself, the amount of favoritism exceeding one-third of the estate is not valid against the heirs unless they approve this transaction after death, or the transferee returns to the estate from the amount of favoritism what completes the two-thirds. For example, if a terminally ill patient owns a property valued at four million riyals at the time of death and sold it for one million riyals, and the estate's value, including the sold property, is six million riyals, the amount of favoritism is three million riyals, exceeding one-third of the estate, so the buyer must return one million riyals to the estate if the heirs do not approve the sale.

In applying the provisions of this article in its paragraphs, the following should be considered:

1. The consideration of whether a person is an heir or not is at the time of the patient's death, not at the time of the transaction. The heir, according to this article, is the heir as defined by the Personal Status Law.
2. The heir who has the right to request that the transaction not be valid against them is the one whose share is affected by that transaction. In cases where the system allows a person to bequeath more than one-third, and the heir's share is not reduced by that, such as a will exceeding the share of the husband or wife if there are no other heirs, according to Article (191) of the Personal Status Law, the validity of the transaction involving favoritism exceeding one-third does not depend on the heir's approval, as there is no right affected by the transaction that requires their approval for its validity.
3. The consideration of the estate's value is at the time of death, not at the time of the transaction, and it includes the value of the sold item at the time of death, as the time of death is when the heirs' right to the estate arises, allowing them to demand that the transaction not be valid against them. For example, if a terminally ill patient sells land valued at two hundred thousand riyals at the time of sale for one hundred thousand riyals, and at the time of death its value decreases to one hundred fifty thousand riyals, and there is no other wealth, the amount of favoritism is only fifty thousand riyals, which does not exceed one-third of the estate.
4. The heir's approval of a transaction is a unilateral legal act, subject to the general rules established in the first section of this system, including that it does not depend on the transferee's acceptance, and its effect dates back to the time of the patient's transaction, not the time of approval. It can be explicit or implicit, and implicit approval includes the heir's silence after the death of the testator with knowledge of the contract and not demanding that the transaction not be valid, or if the price is in installments and the buyer continues to pay installments after the testator's death. The conditions for the heir's approval are: The first condition: It must be after the testator's death, as waiving a right before it arises is not considered. The second condition: The approver must be capable of donating, as this approval involves waiving a right, thus falling under transactions that are purely detrimental to the approver. If the approver is also terminally ill, their approval takes the ruling of their will; if the approval is for the benefit of an heir, it is not valid without the approval of the other heirs, and if it is for a non-heir, it is not valid against the heirs for more than one-third of the estate without their approval. The third condition: The heir must be aware of the transaction and its favoritism, and their intention must be to approve it with the favoritism it includes.
5. If some heirs approve the patient's transaction and others do not, the transaction is valid against those who approved it to the extent of their share in the estate, and it is not valid against those who did not approve it.
6. If the heirs do not approve their testator's transaction, the transaction, if involving favoritism with an heir, requires the transferee to return the amount of favoritism to the estate. If the transaction is with a non-heir, the transferee must return to the estate what exceeds the amount of favoritism over one-third of the estate, meaning they must return from the amount of favoritism what completes the two-thirds. In the case of partial approval of the transaction, the return is to the extent of the share of those who did not approve from the estate. The effect of this obligation to return is that the part required to be returned is considered a transaction that is not valid against the heirs who did not approve the sale, and it is considered part of their share of the estate. If the transferee does not return that amount, they may file a lawsuit for the transaction not to be valid against them to recover it and request compulsory execution against it.

Explanation of Article 355

The article clarified the effect of the buyer's transaction from a terminally ill patient with the sold item, and the extent of the heirs' right to pursue the sold item in the hands of the buyer's successor. The article determined that the heirs who have the right to claim the invalidity of the sale by the terminally ill patient against them cannot invoke this invalidity against the buyer's successor if that successor has acquired a real right in the sold item, whether the right acquired by the successor is an original real right such as ownership or usufruct, or a subordinate real right such as a mortgage. For these rights to be considered against the heirs, the successor must acquire that right in a manner recognized by the system.

The article stipulated two conditions for the heirs not to have the right to object against the buyer's successor:

The first condition: The successor must be in good faith, which is the case if, at the time of the contract, they do not know or are not supposed to know about the heirs' right in the sold item. The consideration is the presence of good faith at the time of the transaction, and a person is presumed to be in good faith; they are not required to prove their good faith, but the heirs must prove that they were in bad faith when they concluded the contract under which they acquired that right.

The second condition: The successor must have acquired the right by way of compensation, such as sale or barter, whether at the market price or not. This condition excludes the general successor of the buyer, such as an heir or a legatee, and the specific successor if the right was acquired as a gift. In such cases, the heirs have the right to object to the invalidity against these parties because the heirs' right takes precedence over them.

When these two conditions are met in favor of the successor, the heirs cannot object to the invalidity against them, to protect the stability of transactions and those who deal in good faith. If the buyer from the terminally ill patient sells the sold item to another person, the heirs cannot pursue the item in the hands of the good-faith buyer. Similarly, if the buyer from the terminally ill patient mortgages the item to another person or establishes an easement on it, the heirs cannot claim their right from the item except while it is burdened with that right.

The end of the article states that protecting the good-faith successor does not prevent the heirs from demanding the buyer from their predecessor to pay what is due to them in his liability. They have the right to revert to him for the amount of their right established in his liability, which is only the amount of favoritism because it is the amount to which their right is attached. However, if the buyer is not an heir, they cannot demand the full amount of favoritism but only the amount that completes two-thirds of the estate, i.e., the amount of favoritism exceeding one-third of the estate or the market value.

The ruling contained in the article is consistent with what is established in protecting the good-faith successor, despite the invalidity or annulment of his predecessor's transaction in several instances in this system.

Explanation of Article 356

The article addresses the ruling on the purchase by the agent, intermediary, expert, and those in similar positions for themselves of what they were entrusted to sell or appraise its value: The agent is anyone who acts on behalf of another in contracting, whether the agency is statutory, like a father for his minor son, contractual like an agent, or judicial like a guardian appointed by the court and a judicial custodian. The intermediary is anyone who mediates in the sale of something, and the sale is conducted based on their mediation, and anyone in a similar position who performs mediation work, whether called an intermediary, broker, or otherwise. The expert is anyone entrusted with appraising the value of something for sale, whether engaged by the seller, buyer, or court, like a real estate appraiser, vehicle accident appraiser, and anyone in a similar position entrusted with appraising the value of something, whether called an expert, appraiser, valuer, or otherwise. The article clarifies that these individuals are not allowed to purchase for themselves the assets they were entrusted to sell or appraise, whether the purchase is made in their names or using the names of others, known as "alias," which is a form of simulation, whether the purchase is made directly or through auction, and whether the purchase is at market price, higher, or lower, unless they are authorized to purchase for themselves; and the authorization may be from the principal himself, by statutory provision, or by court permission; if there is no authorization, none of these individuals may purchase for themselves; because purchasing for themselves involves a conflict of their personal interests as a buyer with the interest they are supposed to consider in view of the work entrusted to them. The penalty for the agent, intermediary, or expert violating what the article stipulates is explained in the following article (357). What the article includes is an application of the ruling established in the general rule stated in article (93) prohibiting the agent from contracting with himself by virtue of his agency if he is not authorized to do so.

Explanation of Article 357

The article clarified the penalty resulting from the breach by the deputy, agent, or expert of what was stipulated in Article (356); if any of them purchased for themselves what they were entrusted to sell or appraise its value, the penalty is the non-enforcement of the sale against the person for whom the sale was made; because their purchase exceeds what they were entrusted to do; thus, the sale does not confer a right to the owner nor does it create an obligation upon them, and the sold item remains in their ownership; unless they approve the sale; and if they approve the sale, it becomes effective against them, and their approval, being a unilateral legal act, is subject to the general rules outlined in the first section of this system; it does not depend on the buyer's acceptance, and its effect dates back to the time of sale, not the time of approval issuance, and it can be explicit or implicit, and the approver must have the capacity to sell at the time of approval, among other provisions.

The latter part of the article explained the effect if any of these individuals purchased the item for themselves and then disposed of it in a manner that conferred a real right to a third party in the item; the article stipulated that if the owner did not approve the sale, they cannot object to the non-enforcement of the sale against them towards the buyer's successor if that successor acquired a real right in the sold item in a manner recognized by the system, provided the successor was in good faith and acquired the right through compensation.

The explanation of these two conditions in protecting the good faith successor in the sale of a terminally ill person was previously mentioned in Article (355), and the ruling in both matters regarding this issue does not differ.

The owner's inability to object against the good faith successor does not affect their right to seek compensation from the deputy, agent, or expert for the damage incurred by the owner due to that disposition.

Explanation of Article 358

The article was introduced to establish a prohibition on the purchase of disputed rights by individuals holding judicial positions or those connected to the judiciary. The first paragraph decided to prevent judges, members of the public prosecution, and those in equivalent positions such as investigators in the Oversight and Anti-Corruption Authority, as well as court employees, from purchasing for themselves the disputed right or part of it, whether the purchase is made in their names or using the names of others, which is known as a "pseudonym." The wisdom behind preventing these individuals from purchasing for themselves is to maintain their integrity and to avert suspicions that may surround their actions related to disputed rights in the judiciary.

The second paragraph decided to prevent the lawyer from purchasing in his name or in the name of others the disputed right or part of it whenever he is an agent in that right for one of the parties to the dispute, whether his agency is specific to that right or general including that right. However, if his agency does not include that right, he is not prevented from purchasing, and the dispute must be in the essence of the right or its subject, not in the claim or its execution. The wisdom behind preventing the lawyer from this action is to preserve the integrity of the legal profession and to avoid any suspicion; so that he does not exploit the trust of his client in him to persuade him to refrain from filing the lawsuit or proceeding with it, by misleading his client about the weakness of his position, and then purchasing the right from him at a low price.

The article, in its two paragraphs, clarified that the provisions mentioned in the first and second paragraphs are of public order; and the penalty for violating them is the absolute nullity of the sale contract; so each of the contracting parties and any interested party can invoke the nullity, and the court can rule on it on its own initiative. The general provisions established for nullity outlined in the first section of this system apply to the nullity of the contract.

The third paragraph clarified the meaning of the disputed right mentioned in the previous two paragraphs, which includes two scenarios: The first scenario is that its subject has been the subject of a lawsuit before the judiciary, whether in general or administrative courts, committees with judicial jurisdiction, or an arbitration body, and the lawsuit must be specific to the subject of the right. However, if the right is established and free of dispute, it is not considered disputed, even if the debtor obstructs the owner from obtaining it or complicates the procedures for execution on his property. The right remains disputed as long as the lawsuit is ongoing, and if it ends with a final judgment, the dispute over the right ceases, even if it is subject to appeal by extraordinary means such as cassation or a request for reconsideration, as long as it has not been actually appealed by either of these means. However, if it is appealed by either, the right becomes disputed again.

The second scenario is that a serious dispute has arisen regarding this right, even if no lawsuit has been filed before the judiciary.

Explanation of Article 359

The article addresses the ruling on a person selling a specific item not owned by them; this occurs in practice. A person may sell something owned by their son, father, wife, or relative, not as a representative but as an original party on their own behalf. An heir might sell something not part of the inheritance, or part of it but not in their share. A co-owner in common might sell the entire common property while only owning a share of it. In all these cases, the seller might be unaware that the item is not owned by them or might know it.

The article, in its two paragraphs, explains the effect of selling someone else's property from two perspectives: First: Its effect on the owner's rights. Second: Its effect on the contracting parties and others.

The first paragraph clarifies that such a sale is not effective against the owner; the sale does not transfer ownership of the sold item to the buyer unless the owner approves it. Accordingly: If the owner does not approve the sale, they can file a claim for restitution to recover the sold item from the buyer or whoever possesses it. The provisions of possession outlined in articles (672-677) apply regarding what the buyer, as the possessor of the sold item, must compensate the owner for the fruits of the sold item and what the owner must compensate the buyer for necessary, beneficial, or luxurious expenses incurred by the buyer on the sold item, as well as liability for the destruction of the sold item in the buyer's possession. According to the established rules, possession does not grant the possessor ownership of the item, no matter how long the period; thus, the restitution claim does not prescribe. The owner may also seek compensation from the seller for any damage incurred due to the sale of their property, according to the rules of liability for harmful acts.

If the owner approves the sale, it becomes effective against them, and their approval, as a unilateral legal act, is subject to the general rules established in the first section of this system; the approval does not require the buyer's acceptance, and its effect dates back to the time of sale, not the time of approval. It can be explicit or implicit, and the approver must have the capacity to sell at the time of approval, among other conditions.

The end of the article clarifies that the approval must not infringe on the rights of others established in the sold item before the approval; because the sale was not effective against the owner before the approval. If the owner had established a real right in the sold item, such as a usufruct right or a mortgage right meeting its legal conditions, or a personal right such as a lease contract on the sold item, the ownership of the sold item transfers to the buyer burdened with that right; because it precedes the sale's effectiveness against the owner. The buyer may seek partial compensation for the claim in this case.

The second paragraph explains the effect of selling someone else's property between the contracting parties; it is a contract subject to annulment for the buyer's benefit alone, not the seller's. The buyer exercises their right to annulment either by filing a lawsuit to request the annulment of the sale or as a defense in a lawsuit filed by the seller to claim the price. The annulment of the sale is subject to the provisions outlined in the general rules for annulment.

If the buyer explicitly or implicitly approves the sale, their right to annulment is forfeited. The buyer's approval of the sale does not affect the contract's effectiveness against the owner; whether the buyer approves the sale or not, the sale is not effective against the owner unless they approve it.

The generality of the paragraph indicates that the buyer has the right to annulment whether they were unaware at the time of sale that the seller did not own the sold item or were aware of it. The buyer might have agreed to the sale knowing that the seller did not own the sold item, believing that the seller could persuade the owner to transfer ownership of the sold item. However, once the buyer knows that the sold item is not owned by the seller, the annulment claim prescribes one year from their knowledge, according to the general rules. The annulment claim does not require the owner to challenge the buyer; the buyer can request annulment even if the owner has not actually challenged them.

The generality of the article also indicates that the buyer has the right to annulment whether the seller was in bad faith, knowing at the time of contracting that the sold item was not owned by them, or in good faith, not knowing they did not own the sold item.

The paragraph explains that the buyer's right to request annulment is forfeited, in addition to the causes for forfeiture of the right to request annulment established in the general rules, in two cases: The first case: If the ownership of the sold item transfers to the seller after the sale contract is concluded; whether it transfers to them by purchase, gift, inheritance, will, or otherwise; because the purpose of the right to annulment, which is to protect the buyer who was sold something the seller did not own, is nullified. The second case: If the owner explicitly or implicitly approves the sale.

The buyer's right to request annulment is not forfeited unless either of the two previous cases occurs before they request annulment; if they file an annulment lawsuit and then the seller acquires the sold item or the owner approves the sale before the judgment is issued, the right to annulment is not forfeited; the relevant time is the time of filing the lawsuit, not the time of judgment; the request for annulment, unlike the request for rescission, cannot be preempted after the lawsuit is filed except in the cases specified in the system, and there is no delay in it.

It is important to note the following when applying the provisions of the article: First: The article's ruling does not apply in the following cases: A- If the sold item is specified by type; even if the seller does not own such a type at the time of sale; since a type-specified item cannot have a specific owner at the time of sale; it is not considered a sale of someone else's property. B- The sale of a specific item if it is owned by the seller under a suspensive or resolutory condition; the sold item transfers to the buyer with this condition. C- The sale of a specific item not owned by the seller if the seller conditions the sale on acquiring ownership of the sold item. D- A person's commitment to another that the owner will sell the item to the promisee; this commitment is subject to the provisions of commitment on behalf of another outlined in article (100). E- The sale of an item owned by the buyer, who is unaware of their ownership of that item; such as someone buying something unaware that they inherited it or it was gifted to them; the sale in this case is absolutely void due to the impossibility of the subject matter; it is impossible to transfer ownership of something to someone who already owns it.

Second: The right to annulment in the article is a specific annulment for this issue, in addition to the causes for annulment established in the general rules; this annulment does not require the presence of a defect in consent but is established for the buyer in all cases merely because the sold item is specifically not owned by the seller, and this does not prevent the buyer from requesting annulment for another reason, and they also have the right not to invoke annulment, retaining the right to request rescission for the seller's breach of their obligation to transfer ownership of the sold item, or to uphold the contract and retain the right to seek compensation from the seller for the claim if a claim is filed against them by the owner.

Third: The owner's approval and the buyer's approval of the contract agree in that each is a unilateral legal act subject to the general rules for such acts; the effect of each dates back to the time of contract formation, not the time of approval. However, they differ in that the owner's approval pertains to a contract not effective against them, as they are not a party to it, in accordance with the principle of contract relativity established in article (99); if the owner approves the contract, it becomes effective against them retroactively, while the buyer's approval pertains to a valid contract effective against them, and its effect is the forfeiture of their right to annulment, in accordance with the general rule for the right to annulment established in article (78), and the buyer's approval does not have a retroactive effect, as the contract was effective before its issuance. Therefore, there is no need to restrict the buyer's approval by not harming the rights of others, as the effect of the contract on others is the same before and after approval, unlike the owner's approval, which must not affect the rights of others. On the other hand, the owner's approval of the sale forfeits the buyer's right to annulment, as the purpose of it is nullified; the reverse is not true; the buyer's approval does not affect the owner's right to insist on the sale's ineffectiveness against them. This difference between the two approvals is not due to a difference in the nature of one approval from the other; each is a unilateral legal act, but due to the different legal status of the one from whom the approval is issued. Therefore, the system did not resort to using another term, such as acknowledgment, to express the approval issued by the owner or others who are not parties to the contract in this and other places in the system to distinguish it from the approval issued by one of the contracting parties, as some comparative laws do; instead, the system used the term "approval" in both places, due to their legal nature agreement, and to avoid the confusion of the term acknowledgment with evidence.

Explanation of Article 360

The article clarified that the buyer who purchased a specific item not owned by the seller, if they request the annulment of the sale in accordance with what is stipulated in Article (359) and the annulment is ruled, can demand compensation from the seller for the damage incurred due to the annulment of the sale, whether the seller was in good faith or bad faith. The article stipulated that for the buyer's right to claim compensation, they must be unaware that the sold item was not owned by the seller, and what is considered is the time of the conclusion of the sale contract; if at the time of concluding the contract they did not know that the sold item was not owned by the seller, they have the right to claim compensation, even if they become aware of it later. However, if at the time of concluding the contract they knew this, they can request the annulment of the sale but will only recover the price without any compensation. The source of compensation after the annulment of the contract cannot be the contract itself, as the contract is nullified by the annulment; rather, it is based on tort liability. If the seller was in bad faith - meaning they knew at the time of concluding the contract that they did not own the sold item - the source of compensation is tortious fault, and if the seller was in good faith, meaning they were unaware of their lack of ownership of the sold item at the time of concluding the contract, the source of compensation is the fault in the formation of the contract.

Explanation of Article 361

The article defines the barter contract, which is a contract whereby each of the contracting parties transfers ownership of property to the other by way of exchange, and neither of the properties is money. The definition reveals the characteristics of the barter contract, which are that it is:
A- A contract of exchange.
B- A contract of ownership.
C- A contract binding on both parties.
D- A consensual contract; it is not a formal or real contract.
The general provisions of obligation, previously stated in the first section, apply to the barter contract, and the source of obligation here is the contract; thus, the general rules of the contract specifically apply to it. Moreover, the detailed provisions of the sale contract apply to the barter contract insofar as they do not conflict with the nature of the barter contract as outlined in Article (365).
The fact that neither of the exchanged properties is money distinguishes the barter contract from the sale contract, as one of the exchanged properties in a sale contract must be a monetary price. If a person sells their land for a monetary price, the contract is a sale. If the exchange is for another piece of land, a car, or shares, the contract is a barter. Consequently, each of the contracting parties in a barter contract is considered both a seller and a buyer simultaneously, as each owns one of the exchanged properties in return for owning the other.
From the definition of the barter contract, several provisions become clear:
1- The condition for barter is that neither of the exchanged properties is money, and it makes no difference whether either is a real or personal right; for example, the exchange can be the right of ownership of something other than money or the right of usufruct or easement of that thing, or it can be a personal right as in the assignment of a right if the right and its exchange are not money; such as when a person has a hundred tons of iron owed by a debtor and assigns it to another person in exchange for land given to the assignee.
2- It is not required that the exchanged properties be of the same kind or different kinds; it is valid to barter real estate for a car and a mobile phone for a watch, or to barter a car for two cars or a watch for two watches.
3- It is not required that both exchanged properties be specifically determined or determined by type; it is valid to barter land for a car determined by type, just as it is valid to barter land for another piece of land, or to barter twenty tons of wood determined by type for ten tons of iron determined by type.

Explanation of Article 362

The article clarifies that each of the contracting parties in a barter contract is considered a seller of the item they bartered and a buyer of the item they received in exchange. For example, if a person barters their car for another person's agricultural machine, in this scenario, they are considered a seller of their car and a buyer of the other's machine, while the other party is considered a seller of the machine and a buyer of the car. Each party is obligated, concerning the item they bartered, to fulfill the obligations of a seller. This includes taking necessary actions on their part to transfer ownership of the item they bartered to the other contracting party and delivering it in the condition it was in at the time of the barter. They must also bear the costs of delivering the item they bartered and ensure against eviction, entitlement, and defects in the item they bartered, as outlined in the sales contract.

Conversely, each party is obligated, concerning the item they received in exchange, to fulfill the obligations of a buyer in a sale. This includes taking delivery of the item they received at the location it was at the time of the barter, transporting it without delay except for the time required for transportation, and bearing the costs of receiving it. Neither party has priority in receiving the item they received in exchange before delivering the item they bartered, unless there is an agreement or custom to that effect.

Explanation of Article 363

The article clarifies that if the values of the two exchanged items in a barter differ and a sum of money is added to one of the items to compensate for the difference in value, the contract is considered a barter, not a sale, provided that the item to which the monetary amount is added is equal to or more valuable than the monetary amount added to it. If the value of the item is less than the value of the money, the contract becomes a sale because the consideration for the sold item predominantly consists of a cash price.

For example, if the contract involves exchanging a car worth one hundred thousand riyals for a car worth ninety thousand riyals along with a monetary amount of ten thousand riyals to compensate for the difference in value, this contract is considered a barter. Consequently, the contract expenses—if there is no agreement or custom—are shared equally between the contracting parties according to Article (364), and the provisions of barter apply to the contract.

However, if the contract involves exchanging a car worth one hundred thousand riyals for agricultural equipment worth forty thousand riyals along with a monetary amount of sixty thousand riyals, the contract is a sale, not a barter. Thus, the contract expenses—if there is no agreement or custom—are borne by the party who committed to the agricultural equipment and the monetary amount, and the provisions of sale apply to the contract, not barter.

Explanation of Article 364

The article clarified that the expenses of the barter contract, such as contract registration fees, attorney fees, and other expenses required for concluding the contract, are to be shared equally between the contracting parties. This is one of the differences that distinguishes the rule of the barter contract from the contract of sale; it is necessitated by the nature of the barter contract, where each party is considered a seller of what they bartered and a buyer of what they received in exchange. In a sale contract, the buyer alone bears these expenses. If we apply this rule to the barter contract, each contracting party must be considered a buyer of what they received in exchange, and consequently, these expenses must be divided equally between them.

The difference in the value of the exchanged items and the addition of a monetary rate to one of them does not affect the rule contained in the article. Even if the barter is between two items, one of which is of higher value than the other, and a monetary rate is added to the lesser item or not, the contract expenses are to be shared equally between them.

The rule of this article is not of public order, so if there is an explicit or implicit agreement that one of the contracting parties bears all the contract expenses, or bears more than the other, it must be adhered to. An implicit agreement could be the custom or practice of the contracting parties contrary to what the article's rule stipulates.

Explanation of Article 365

The article clarifies that the default is the application of the provisions of the contract of sale to the contract of barter, due to the agreement between the two contracts in that each is a contract of exchange that requires ownership. The difference between them lies in that both considerations in the contract of barter are like the sold item in the contract of sale, while one of the considerations in the contract of sale is a monetary price.

Accordingly, the provisions related to the sold item apply to both considerations in the barter; in terms of the provisions of knowledge of it and sale by sample, and the same effects related to the sold item arise; each of the parties to the barter is obligated in what they bartered with in the same way the seller is obligated in the sold item in the contract of sale, including the provisions of the transfer of ownership of what was bartered, its delivery, and the guarantee against disturbance, entitlement, and defects, similar to those the seller is obligated to in the contract of sale.

Each of the parties to the barter is obligated in what they bartered for in the same way the buyer is obligated in the contract of sale; except for what relates to their obligations regarding the price; the party to the barter is obligated to receive what they bartered for, transfer it, bear the costs of receiving it, and so on.

The provisions of barter apply to disputed rights, the barter of an agent, intermediary, or expert with themselves, the barter of property belonging to others, and the barter of a person suffering from a terminal illness, as outlined in the contract of sale and other provisions.

The end of the article indicates the necessity of considering the nature of the barter contract, which requires not applying some provisions of the contract of sale to it. As a general rule, it can be said: The provisions of the contract of sale related to the price or the buyer's obligations related to the price do not apply to the contract of barter; due to the conflict of these provisions with the nature of the barter contract. However, if there is a monetary adjustment with one of the considerations, the provisions of the price apply to that adjustment alone to the extent that does not conflict with the nature of the barter contract. Accordingly, the provisions of the contract of sale do not apply to the contract of barter concerning the provisions of the price and the buyer's obligation related to its performance, including bearing the costs of the contract; in the contract of sale, the costs of the contract are borne by the buyer because they bear the price; while in the contract of barter, the costs of the contract are shared equally between the parties to the barter due to the absence of a price. Also, preemption is established in the contract of sale but not in barter as outlined in Article (658) and similar provisions that the nature of the barter contract requires to be distinct from the contract of sale.

Explanation of Article 366

The article defines the contract of gift, and from this definition, the characteristics of the contract are evident, which are:

First: It is a contract of ownership, as the donor grants ownership of the gift to the donee under the contract of gift. The gift may be a real right, such as the right of ownership, usufruct, or easement, or a personal right, as in the assignment of a right if it is without compensation. This distinguishes the contract of gift from other donation contracts that do not involve ownership, such as lending, deposit, or agency without a fee. The expression in the definition of "ownership" implies that the contract of gift in this respect is like a contract of sale, as it generally requires the transfer of ownership of the specified gift upon its conclusion.

Exceptions to this principle include: A- A gift specified by type, whose ownership does not transfer until it is segregated. B- When the system requires a specific procedure for the transfer of its ownership; the contract's conclusion alone is not sufficient, and the procedure must be completed. C- If the transfer of ownership of the gift is contingent upon a suspensive condition, it does not transfer until the condition is fulfilled. In these three cases, the contract of gift does not result in the transfer of ownership but imposes an obligation on the donor to transfer the ownership of the gift.

Second: The ownership occurs during the lifetime; thus, the contract of gift is between living persons, distinguishing it from a will.

Third: The ownership is without compensation; the contract of gift is a donation contract, as it is a pure impoverishment from the donor's side and a pure enrichment from the donee's side. This distinguishes the contract of gift from other ownership contracts such as sale, barter, and settlement, which are exchange contracts. It also distinguishes it from a loan contract; a loan involves the transfer of money ownership but is not a pure impoverishment, as the borrower is obliged to return the loan equivalent at the end of the contract. However, the donor may impose a specific obligation on the donee, as will be mentioned in Article (367).

Once the contract meets the previous characteristics, it is a contract of gift, regardless of the purpose for which the donation was made; it may be for the purpose of drawing closer to God, called charity, or for the purpose of affection and love, called a gift.

The definition's text stating that the gift is a contract confirms the application of general contract rules to the contract of gift, except for what is excluded; based on this:

1- The gift does not conclude except by offer and acceptance, and the requirement of additional conditions for the gift contract, whether formal or material, does not negate the need for offer and acceptance. The rules for offer and acceptance apply to it, and they can be explicit or implicit; for example, the delivery and receipt of a movable item may indicate the intent of gifting, thus concluding the contract without the need for verbal expression.

2- The contracting parties must have the capacity to contract; a gift from a discerning minor is not valid if it does not involve a commitment beneficial to him. If it involves a commitment on the donee that benefits the donor and he is a discerning minor, it is valid and subject to annulment for his benefit. Acceptance of a pure gift by a discerning minor is valid, and if it involves a commitment on him, his acceptance is valid, and the contract is subject to annulment for his benefit.

3- If a promise of a gift is made, the promise is not binding unless the essential matters and the period for concluding the gift contract are specified, and the conditions for the gift contract are met at the time of the promise, including the requirement to document the promise according to the system's provisions. Documenting the promise does not substitute for documenting the gift contract when it is executed or the receipt of the gift if it is movable.

4- The gift must meet the conditions for the subject matter, which are that it must be possible in itself, not contrary to public order, and specified by itself, type, and quantity, or capable of being specified.

5- The defects of consent apply to the contract of gift, making the contract subject to annulment.

6- The effects of the contract of gift arise immediately upon its conclusion; neither party can rescind or modify the contract except by agreement or by system provision. If the gift contract is documented without delivery, or delivery occurs in a movable gift without documentation, the donor cannot retract the gift except in the cases specified in the system.

Explanation of Article 367

The first paragraph clarified the validity of the donor stipulating a certain obligation on the donee; this does not change the contract from being a gift contract. It may be for the benefit of the donee, such as gifting money on the condition that it is spent on his education, or it may be for the benefit of the donor, as stipulated in Article (374), which is to gift something that is pledged as security for a debt owed by the donor, obligating the donee to pay the debt within the limits of the gifted value. The condition may also be for the benefit of a third party, such as gifting money on the condition that the donee takes care of his parents or educates his children.

In all these cases, the condition may be explicit or implicit, inferred from the circumstances; for instance, the gift is based on a reason inferred from the circumstances that the donor gifted the money for that reason.

The second paragraph clarified that if the donor stipulates compensation from the donee in return for the gift, the contract is a barter, even if it is called a gift; because the essence of contracts lies in their purposes and meanings, not their words and structures. If the compensation for the gift is money, the contract is a sale; if it is something other than money, the contract is a barter. The compensation may be allowing the donor to benefit from something, making the contract a lease, and so on.

It is necessary to distinguish between a gift contract that takes the rule of barter and a gift contract that involves an exchange not taking the rule of barter, such as:

1. Reciprocal gifts, like those during occasions and holidays, where each gift is independent of the other and not compensation for it; thus, they do not take the rule of barter.
2. If the contract includes trivial compensation such that it is certain the contracting party did not conclude the contract to obtain that compensation, the contract is a gift even if called a barter, and the rules of gifts apply to it, including formal or tangible conditions.
3. If the compensation is not trivial but its value is less than the value of the gift, the contract is formally a barter; thus, it does not require the formal or tangible conditions of a gift. However, substantively, it depends on what the circumstances indicate; it may become clear that the contracting party intended to donate and favor in the compensation, so the donation or favor portion takes the rule of donation, making the contract a combination of barter and donation. It may also become clear that there is a deception in the contract, so the deception portion does not take the rule of donation.

Explanation of Article 368

The article clarified that a gift contract is not one of the consensual contracts that can be concluded merely by the exchange of offer and acceptance. Instead, it requires an additional formal or tangible condition, and official documentation serves as a substitute for delivery. The wisdom behind this is to protect the donor due to its seriousness; as they are giving away their property without compensation, they need to reflect and deliberate on what they are giving away.

The first paragraph decided that if the gift is real estate, the gift does not conclude except by documenting the contract. The intention is not to prove the contract by any means of proof, but rather to document it according to the statutory texts related to documentation, foremost among them the Documentation System issued by Royal Decree No. M/164 on 19-11-1441 AH. If the gift contract is documented according to the procedures, conditions, and provisions included in the statutory texts, the formal condition is fulfilled, and the contract is considered valid from a formal standpoint, even if the real estate is not delivered physically or constructively. The paragraph considered the documentation of the contract sufficient for its conclusion and serves as a substitute for delivery in this regard.

The documentation deed must include all elements of the gift by specifying the gifted property according to what is stated in the general rules of the contract, specifying the donor and the donee, and any obligations imposed on the donee.

The second paragraph clarified that if the gift is movable, the gift does not conclude except by one of two things: First, documenting the contract according to statutory texts, as in the gift of real estate. Second, the delivery of the gift, which varies according to its nature. It may be by handing over, like a watch or jewelry, depositing the amount in the donee's account, registering securities in their portfolio, handing over bonds of right if the gift is a personal right transferred by the donor to the donee as a donation, or by sorting animals or goods in the presence of the donee and placing them under their control even if not moved. Delivery is achieved in all these cases by the donee themselves or their deputy or agent in delivery or an intermediary for them.

The paragraph did not require delivery and receipt for delivery; if the movable was in the possession of the donee before the gift by lease, loan, deposit, or otherwise, and the gift was completed with the movable remaining in the donee's possession, that suffices for delivery.

It is worth noting that requiring a formal or tangible condition for the conclusion of a gift does not dispense with the need for the contract's pillars and substantive conditions, as stated in the general rules. The formal or tangible condition for the gift applies only to direct gifts where ownership is transferred from the donor to the donee. However, if the donee acquires a real or personal right without compensation through the donor but without ownership transfer from the donor to the donee, documentation or delivery is not required. Examples of this include:

1. Debt forgiveness as contained in Article (370).
2. Stipulation for the benefit of a third party as contained in Article (101).
3. Acceptance by the transferee of a debt transfer without compensation as contained in Article (249).

These actions are considered donations in terms of substantive rules, such as requiring the capacity to donate, non-guarantee of entitlement and defect, and are considered donations in claims of non-enforceability of the action against creditors, as well as against heirs in the disposition of a terminally ill patient, and other rules. As for formal and tangible conditions, these actions are considered indirect gifts that do not involve the transfer of a real or personal right from the donor to the donee, and thus the system did not impose a formal or tangible condition on them.

Explanation of Article 369

The article clarified that the effects of the gift contract are not enforceable if it pertains to a specifically designated gift not owned by the donor unless the owner approves the gift contract. If the owner approves the contract, the effects of the contract are enforced, and its approval is considered a unilateral legal act subject to the general rules established in the first section of this system; thus, its effect is retroactive to the time of the contract, not the time of approval. The approval can be explicit or implicit, and the approver must have the capacity to donate at the time of approval.

If the approval is issued, the contract is executed without requiring acceptance from the donee, provided that the approval does not harm the rights of others. In the sale of another's property, the system requires that the approval does not harm the rights of others, and this is even more so in the case of a gift, which is a principle established in the general rules.

The non-enforcement mentioned in the article includes the non-enforcement of the contract against the contracting parties, the owner, and others unless approved. If the owner does not approve the contract, it is not enforceable against anyone; this distinguishes the gift contract from the sale contract. In the sale of another's property, the non-enforcement of the contract is limited to the owner only, not the contracting parties, and the buyer has the right to annul the contract, which is forfeited if the owner approves the sale or the ownership of the sold item reverts to the seller after the contract. In contrast, in the case of a gift, the contract is not enforceable without approval even if the ownership of the gifted item reverts to the donor after the contract, emphasizing the strictness in enforcing the gift contract due to its seriousness.

The provision of the article is considered an exception to Article (94) in the general rules regarding the effects of the contract, which stipulates that the rights created by the contract are established immediately upon conclusion.

The non-enforcement of the gift contract does not preclude the donee's right to compensation for any damage incurred as a result, in accordance with the rules of liability for harmful acts.

The provision of the article does not apply to gifts designated by type, as the owner of the type-designated item is not determined at the time of the contract to require their approval. Thus, if a person gifts another a sum of money or a car designated by type, not specifically, and documents the gift contract according to the system, and the donor does not own the gifted item at the time of the contract, the contract is valid and enforceable without requiring anyone's approval.

Explanation of Article 370

The article clarified the validity of the gift of debt, whether it is monetary or non-monetary, and it is considered a discharge whether it occurs with the term "gift" or "discharge." Article (293) explained that the discharge is subject to the substantive provisions of donations, and no special form is required; thus, the gift of debt to the debtor is valid even without documentation or delivery, as the gift here is indirect; it does not involve the transfer of a real or personal right from the donor to the donee. It was previously explained in the commentary on Article (36) that the requirement for formality or tangibility applies only to direct gifts where there is a transfer of ownership from the donor to the donee.

The substantive provisions of donation apply to the gift of debt to the debtor, requiring for its validity that the donor has full legal capacity. The donor does not guarantee entitlement or defect, and creditors have the right to challenge its enforceability against them according to the conditions of the action for unenforceability. If it is issued by a person suffering from a terminal illness, it takes the ruling of a will, among other provisions.

Explanation of Article 371

The article clarified the validity of a partner's gift to his partner of his share of the common property, or his gift to someone other than the partner, whether the gifted item is real estate or movable, and whether it is divisible or not. Divisible property is that which can be divided in kind without resulting in the disruption of its use or a significant decrease in its value.

The gift of a partner's share in the common property does not require the consent of the other partners, but his action is restricted to not causing harm to them, as stipulated in paragraph (1) of Article (620): "Every partner in ownership has the right to dispose of, exploit, and use his share; without the permission of the other partners, provided that it does not harm their rights."

The gift of common property requires the same conditions as that of specified property, such as the documentation of the contract if the gifted item is real estate, and documentation or possession if it is movable. Possession is achieved by the donee taking possession of all the common property with the consent of the other partners, or by the donee placing his hand on the gifted common share as the donor used to do; for example, if the partners share the benefit of the property among themselves and the donee shares the benefit of the property with them, this is considered possession of the gifted item.

Explanation of Article 372

The article clarified that the default in a gift contract is that the donor does not guarantee the entitlement of the gifted item, nor does he guarantee its freedom from defects, because the donor is a benefactor; thus, he is not combined with the loss of his property without compensation along with the guarantee. Accordingly, the donor is not obligated to compensate the donee for the decrease in the value of the gifted item due to its entitlement to others, whether wholly or partially; whether the entitlement is by right of ownership, usufruct, easement, or otherwise. Similarly, the donor is not obligated to compensate the donee for the decrease in the value of the gifted item or its benefit due to a defect.

The article clarified that the donor is responsible for the damage caused by the entitlement or defect to the donee in two cases: The first case: If the donor deliberately conceals the cause of entitlement or the existence of the defect from the donee. It is not sufficient for the entitlement that the donor declares to the donee that he owns the gifted item, but he must deliberately conceal the cause of entitlement. Similarly, it is not sufficient for the defect that the donor is aware of the defect, but he must deliberately conceal it. The second case: If the donor guarantees to the donee that the gifted item is free from entitlement or defect.

In these two cases, the donor is responsible for the damages caused by the entitlement or defect to the donee and is not responsible for the entitlement or defect itself; meaning he is obligated to compensate for the damage caused by the entitlement or defect without compensating for the decrease in the value of the gifted item due to the entitlement or defect.

Examples of damage caused by entitlement include the donee incurring beneficial expenses on the gifted item, such as building or planting; he can revert to the donor - if the donor deliberately concealed the cause of entitlement from him - for those expenses that the entitled party is not obligated to compensate the donee for, but he cannot revert to him for the value of the gifted item itself that was entitled.

Examples of damage caused by a defect include the gifted item being an animal with a contagious disease that was concealed from the donee, infecting the donee's animals, or the gifted item being a heater with a defect that was concealed, causing damage to the donee's property. The donor is liable for the damage caused by the defect without being liable for the defect itself.

Attention should be paid to three matters: First: If the gift is with compensation and the contract is subject to the rules of exchange as stated in Article (367), the provisions of guarantee for entitlement and defect in that contract apply. Second: If the gift is conditional upon an obligation on the donee, and the gifted item is entitled or a defect appears in it, the donee is released from his obligation to the extent that the entitlement or defect has caused a decrease in the value of the gifted item. If the entire gifted item is entitled, the donee is released from his entire obligation, and the donor's responsibility ceases at that point unless he deliberately concealed the cause of entitlement or defect, in which case he is responsible for the damage caused by the entitlement or defect. Third: The provisions of guarantee for entitlement and defect are not generally part of public order, so it is permissible to agree in the gift contract to increase the guarantee; for instance, they may agree that the donor's guarantee for entitlement or defect is not limited to the damage it causes but also includes the decrease in the value of the gifted item due to the entitlement or defect.

Explanation of Article 373

This article sets forth the obligations of the donee. The fundamental principle in a gift contract is that it is a unilateral contract binding only on the donor. However, the contract may include obligations on the donee, which are of two types:

The first obligation: If the gift is conditional upon an obligation on the donee, he is required to fulfill it.

The second obligation: Bearing the expenses of the gift contract, delivering the gifted item, and transferring it.

The subject of this article is the first obligation of the donee, which is that the gift is conditional upon an obligation on the donee, and he is required to fulfill it. This condition, as previously mentioned, may be explicit or implicit, inferred from the circumstances. The conditional obligation may be for the benefit of the donee, such as gifting him money on the condition that he spends it on his education, or for the benefit of the donor, such as the donor wishing to have a neighbor and gifting a nearby apartment on the condition that the donee resides in it, or for the benefit of a third party, such as gifting someone money on the condition that he spends it on caring for a relative of the donee, or for the public interest, such as gifting money to a charity on the condition that it builds an orphanage.

In all these cases, the obligation may involve giving something, such as requiring the donee to pay a debt of the donor from the gift, or performing an act, such as gifting a car on the condition that the donee works with it, or refraining from an act, such as gifting money on the condition that the donee quits a bad habit.

In all these cases, the conditions for the validity of the obligation's subject must be met; it must be possible in itself, not contrary to public order, and specified in itself, by its type and amount, or capable of being specified.

The gift does not depart from the rule of donation with this obligation as long as the conditional obligation is not in the nature of a consideration, even if the benefit of this obligation is for the donor.

The consequence of breaching this obligation is that it allows the donor to revoke his gift according to what will be stated in Article (376).

Explanation of Article 374

The article illustrates a specific form of a conditional gift with an obligation on the donee, which is that the gifted item is encumbered with a real right as security for a debt owed by the donor or another person. This right may be a registered mortgage, a possessory lien, a privilege, or otherwise, and the donee is obliged, without the need for an agreement, to pay this debt; because gifting an asset encumbered with a real right implies that the donor intended for the donee to fulfill that right even if it was not explicitly stated, and the donee's obligation to pay the debt is limited to the value of the gifted item.

If the debt is owed by the donor and the donee pays it, the donee does not have the right to claim anything from the donor as long as the debt does not exceed the value of the gifted item. If the debt is owed by another person and the donee pays it, the donee has the right to claim from the original debtor what he paid on their behalf, as well as from the donor.

All the above applies unless agreed otherwise; if it is stipulated in the gift contract that the donee is not obligated to pay the debt, then the donee is not required to pay.

The donor's stipulation that the donee pays the debts owed by the donor is not limited to cases where the gifted item is encumbered with a real right; the donor may stipulate the payment of his debts even if the gifted item is not encumbered, and the condition is valid, and the contract remains a gift. If the donor does not specify the debts, they are assumed to be the debts existing at the time the gift is completed, not debts that arise afterward; this is an interpretation of the obligation in case of doubt in favor of the one bearing the burden, which is the donee. In all cases, the donee is not obligated to pay those debts except within the limits of the value of the gifted item only.

Explanation of Article 375

The subject of the article is the second obligation of the donee in the gift contract, which is his obligation to bear the expenses of the gift contract, including the expenses of its documentation, and the expenses of delivering and transferring the gifted item. What is included in the article is an exception to the general rule stated in Article (274), which reads: "The expenses of fulfillment shall be borne by the debtor; unless there is a statutory provision or agreement to the contrary." The reason for this exception is the particularity of the gift contract, as it is based on donation, and thus the obligation is interpreted for the debtor, who is the donor, in the narrowest scope; so he is not burdened with both the loss of his property and these expenses. The ruling in the article does not relate to public order, but rather is a supplementary rule to the will of the contracting parties. Therefore, the article concludes that if the contracting parties agree otherwise, the agreement is valid.

Explanation of Article 376

The article addresses the cases in which the donor may revoke their gift after it has been concluded, i.e., if the revocation occurs after the contract has been documented or after the donee has received the gift, as per the conditions outlined in Article (368). However, before receipt and before the contract is documented, the contract is not concluded, and the donor has no obligation at all.

The first paragraph clarifies that revocation is permissible by mutual consent between the contracting parties; the donor may revoke their gift if the donee agrees to return the gift. In this case, the revocation is by offer and acceptance, like any legal transaction, and is subject to the general rules in this regard.

If the donor does not have the right to revoke in the cases specified in the second paragraph, the donee's acceptance to return the gift to the donor is considered a donation, as they are not obliged to do so but accept the return voluntarily. This action is subject to the substantive rules of donation; thus, the donee must have the capacity to donate when accepting the return. Creditors have the right to challenge the validity of the transaction under certain conditions, as do heirs if the donee is terminally ill, among other rules. However, formal conditions are not required, as this action is a return of the gift, not a new transfer of ownership.

The second paragraph explains the ruling if the donor revokes their gift and the donee does not accept the return of the gift; the donee cannot be compelled to return it, as the default is that the gift results in the transfer of ownership, and thus cannot be revoked. The paragraph lists three exclusive cases where the donor has the right to revoke their gift and request the court to compel the donee to return the gift. These cases are:

A- A parent revoking their gift to their child if there is justification for it; this ruling is based on a previous prophetic tradition and is specific to the direct parents, not grandparents.

The right of a parent to request the revocation of a gift is not absolute but is contingent upon the existence of justification for the request. The donor must prove an excuse for their request, and this excuse must be sufficient for the court to rule in favor of revocation, such as a disability that occurred to the donor parent after the gift, rendering them unable to work while the donee child is wealthy. Whether the excuse claimed by the donor is sufficient to justify revocation falls within the discretionary power of the court; if not, the donor cannot revoke the gift, as the default is that the gift is a transfer of ownership without revocation.

B- The donor stipulates for themselves the right to revoke the gift in a specific case or cases, such as stipulating the right to revoke if they have a child, need medical treatment, or suffer a disability that prevents them from working. This condition must be made at the time of the contract; otherwise, they have no right to revoke, and the purpose must be legitimate. The purpose is considered illegitimate if it contravenes public order.

C- If the gift is explicitly or implicitly conditional upon an obligation on the donee as outlined in Articles (36) and (373), and the donee fails to fulfill that obligation.

The implicit condition in the gift may be inferred from the motivating reason for it; the gift is established by its existence, and the donor has the right to request revocation upon its removal (12).

It should be noted that the right to revoke in the cases specified in the second paragraph is contingent upon the absence of a waiver of this right as outlined in Articles (377, 379, 380). Additionally, the donor's right to revoke does not preclude their right to request the annulment of the contract as established in the general rules.

Explanation of Article 377

The article clarifies that the donor's right to revoke the gift in the three cases specified in Article (376) is nullified by the death of the donor or the death of the donee before the revocation. The reason for the donor's death is that the right to revoke is a personal right connected to the donor, and only he can assess the considerations for requesting revocation; thus, the right does not transfer to his heirs. As for the death of the donee, the ownership of the gifted item transfers upon death to his heirs, and they did not acquire ownership from the donor, so the donor cannot revoke it from them. Additionally, the change of ownership is like the change of the item itself; thus, the gifted item is considered as if it were another item, and the donor has no claim over it.

Explanation of Article 378

The consequences of revoking a gift, whether by mutual consent or litigation as outlined in Article (376), include several effects. This article specifies three effects of revocation, while Article (381) specifies the fourth effect. The effects addressed in this article are:

First effect: The donor's right to reclaim the gifted item from the donee, and the donor's right to reclaim is nullified by any of the conditions outlined in Article (379), unless the revocation is due to the donee's breach of a condition stipulated in the gift contract; in which case, the donor is entitled to compensation as will be detailed in Article (380).

Second effect: The donor's right to demand the fruits of the gifted item from the donee - such as livestock offspring and house rent from the time the donee accepts the return of the gift if the revocation is by mutual consent, or from the time of filing the lawsuit in cases where the donor is entitled to request revocation, which are the three cases outlined in paragraph (2) of Article (376); because the donee becomes a possessor in bad faith from the time of filing the lawsuit; thus, he does not own the fruits; and hence, he is obliged to return them to the donor from that time.

Third effect: The donee's right to reclaim from the donor the necessary expenses incurred by the donee on the gifted item, and the donee is entitled to reclaim all these expenses. The donee is also entitled to reclaim beneficial expenses such as construction or planting made on the gifted item; however, these expenses cannot exceed the amount by which the value of the gifted item has increased. As for luxury expenses such as decoration or painting incurred by the donee on the gifted item, these cannot be reclaimed from the donor.

All of this is merely an application of the general rules of possession in Article (677). The application of the article takes into account the exceptions to the right of reclamation outlined in the following Article (379).

Explanation of Article 379

The article outlines three cases in which the donor's right to reclaim the gifted item is forfeited, which are:

A- If the donee disposes of the gifted item in a manner that transfers ownership, such as selling, bartering, or gifting; because the donee would not have disposed of the gift except with the donor's authorization; thus, the donor cannot revoke what has been completed by his own action; and because the change of ownership is akin to the change of the item itself; if the disposal is limited to part of the gift, the donor may reclaim the remainder, as there is no impediment to reclaiming this remainder.

B- If the gifted item increases in an inherently significant manner, meaning that the increase occurs by itself and not through an addition made by the donee. The connected increase refers to an increase that cannot be separated from the gifted item without causing damage; such as the fattening of an animal, this increase nullifies the right to reclaim because the increase belongs to the donee, and the right of ownership takes precedence over the right of reclamation.

The right to reclaim is also forfeited if the donee alters the gifted item in a way that changes its name or nature; for example, if the gift was wood and a door was made from it, or if it was a piece of gold and jewelry was made from it; because the gifted item has transformed into another entity, making it inaccessible to the donor.

By the opposite understanding of the paragraph, the donor's right to reclaim the gifted item is not forfeited if the gifted item increases by itself in a minor, insignificant manner, such as a sheep gaining insignificant weight; likewise, the right to reclaim is not forfeited if the donee adds to the gifted item without changing its name or nature; because in this case, the donor is required to compensate the donee for that addition upon reclamation, as outlined in Article (37).

C- If the gifted item perishes while in the possession of the donee, whether it perishes through his action, use, or due to a cause beyond his control; because the gifted item is owned by the donee, he is not liable for its destruction or consumption; if part of it perishes, the donor may reclaim the remainder, as there is no impediment to reclaiming this remainder.

It is important to note that there is no necessary connection between the forfeiture of the donor's right to reclaim the gifted item and the forfeiture of his right to revoke the gift; the right to reclaim may be forfeited while the right to revoke the gift remains, with compensation for the value of the gifted item as outlined in Article (380).

Explanation of Article 380

The article clarified that if the donor has the right to revoke the gift either by consent or by court in the cases specified in Article (376), and thus the right to reclaim the gifted item, it also clarified the forfeiture of his right to reclaim in any of the cases specified in Article (379) such as the destruction of the gifted item, change in its nature, significant increase, or if the gifted item has been transferred to another owner; then the donor's right to revoke the gift is forfeited following the forfeiture of his right to reclaim, except in one case, which is if the donor's revocation is due to the donee's breach of a condition explicitly or implicitly imposed by the donor at the time of the gift contract; in this case, the donor's right to revoke does not lapse; however, due to the impossibility of reclaiming the gifted item, the donor is entitled to compensation from the donee equivalent to the value of the gifted item not at the time of the contract but at the time of the forfeiture of his right to reclaim it, i.e., at the time of its destruction, change in nature, increase, or transfer; because it is the time when the donee deprived the donor of the gifted item.

Based on what the article decided, when the donor's right to reclaim the gifted item is forfeited for any of the cases specified in Article (379), his right to revoke the gift is consequently forfeited; he has no right to reclaim the gifted item nor to compensation for it, provided that the donor's revocation is not due to the donee's breach, i.e., the revocation was in the two cases mentioned in paragraphs (2) / (376) A) and (2/C) of Article (376).

Based on the above, the cases in which the donor's right to revoke the gift is completely forfeited can be summarized as follows; he neither reclaims the gifted item nor is entitled to compensation for its value in three cases: A- The death of the donor or the donee. B- The forfeiture of the donor's right to reclaim the gifted item for any of the cases specified in Article (379), in the case of one of the parents revoking their gift to their child. C- The forfeiture of the donor's right to reclaim the gifted item for any of the cases specified in Article (379), in the case where the donor's revocation is due to a condition stipulated at the contract for specific cases with a legitimate purpose.

Explanation of Article 381

The article addresses the fourth effect of revoking a gift, which is that when the donor has the right to revoke by mutual consent or litigation as stated in Article (376) and the gifted item perishes due to an external cause beyond the control of the donee, the following is considered: If the destruction occurs after the donee is notified to deliver, then the donee is liable for that destruction, and thus must compensate the donor for the value of what would have been recovered if it had not perished; because the donee is at fault for not delivering the gift which the donor has the right to reclaim. It goes without saying that if the destruction in this case is caused by the donee, they are even more liable for the destruction. However, if the destruction occurs before the notification due to an external cause beyond the control of the donee, then the liability for the destruction in this case falls on the donor.

Explanation of Article 382

The article defines a loan contract as a contract by which the lender transfers ownership of a fungible item to the borrower, with the condition that the borrower returns an item similar to the borrowed one. Paragraph (1) of Article (21) clarifies fungible items as: "those whose units are identical or similar enough that they can substitute for each other upon fulfillment without any significant difference according to custom." Examples include money, measurable foodstuffs like dates and wheat, and weighed metals like gold and silver. The article indicates that a loan contract does not apply to valuable assets, which Article (21) defines as: "those whose units vary significantly in characteristics or value according to custom, or those that are rarely found in circulation." Examples include land and used items. The definition of a loan contract highlights its main characteristics, which are: 1 - It is a contract of ownership because the lender transfers ownership of the borrowed item to the borrower. 2 - It is binding on both parties because the contract imposes obligations on both contracting parties. 3 - It is a gratuitous contract because the borrowed item must be returned without any increase; the lender donates the benefit of the borrowed item for the duration of the loan. 4 - It is a real contract, not consensual; it is not concluded except by delivery, as will be explained.

Explanation of Article 383

The article clarified that for a loan contract to be concluded, the exchange of offer and acceptance is not sufficient; rather, it is also necessary for the borrower to take possession of the borrowed item. This is a tangible condition. The reason for this is that a loan contract is a gratuitous contract, and it does not impose an obligation on the lender unless possession is taken. This provides additional protection for the lender, as they are relinquishing the benefit of their money without compensation, and thus need to contemplate and deliberate on what they are giving up. The borrower takes possession of the item by physically receiving it, such as by handover, whether this is done by the borrower themselves, their deputy, an agent for receiving, or an intermediary. Possession can also occur without delivery or receipt, as the article does not require delivery and receipt for possession. For instance, if the item was in the borrower's possession as a deposit before the loan, and the loan was agreed upon with the item remaining in the borrower's possession as a loan, this suffices for possession to be realized. From the above, it is evident that according to this system, a loan contract is a real contract, not a consensual one. It is one of four contracts for which this system requires a tangible or formal condition: gift, loan, lending, and deposit without charge. It goes without saying that requiring a formal or tangible condition for the conclusion of the contract does not negate the necessity of fulfilling the essential elements and substantive conditions of the contract, as outlined in the general rules.

Explanation of Article 384

The first paragraph clarified that for a loan to be valid, the lender must be fully competent; because a loan contract is a donation contract, the lender must have the capacity to donate, which is only the case if they are fully competent. Article (12) defines full competence as: "1- Any person who has reached the age of majority, is of sound mind, and has not been interdicted. 2- The age of majority is the completion of eighteen years." Therefore, a loan from someone with incomplete competence, such as a discerning minor, an insane person, or someone interdicted due to foolishness or negligence, is absolutely void. The paragraph did not address borrowing by someone with incomplete competence on their own liability, relying on general rules; borrowing on their liability is an act that fluctuates between benefit and harm, as they may own the borrowed money but are obligated to return it. Thus, their borrowing is valid but voidable for their benefit; their guardian or the person with incomplete competence, after completing their competence, can request the annulment of the contract. The second paragraph clarified that a guardian or custodian is not allowed to lend or borrow the money of those under their guardianship except in accordance with the provisions of the system, referring to systems related to the actions of guardians and custodians, such as the Personal Status Law, the Litigation Law, the General Authority for Guardianship over Minors' Funds and their equivalents, and others. The restriction of the actions of guardians and custodians in this regard is to ensure the benefit of this action for the interest of those under their guardianship; because although this action involves the meaning of donation, it may be in the interest of those under their guardianship by preserving their money.

Explanation of Article 385

The article clarifies the invalidity of any condition at the time of the loan contract or when deferring repayment that includes an increase in the repayment of the loan that the borrower pays to the lender; as scholars agree that any loan that brings benefit to the lender is considered usury. For example, lending a thousand with the condition to repay a thousand and one hundred, whether the increase is stipulated at the time of borrowing or during the loan period in exchange for deferring repayment. The prohibited increase does not include the borrower's bearing of loan expenses or repayment expenses as will be detailed in Article (390). The basis for prohibition according to the text of the article is that the increase must be conditional and must be for the lender over the borrower; based on that: 1- An increase in loan repayment is permissible if it is not conditional; rather, it is considered good repayment. 2- It is permissible to agree in the loan contract on mutual benefits between the contracting parties that do not result in an increase paid by the borrower to the lender; such as when two or more persons agree that each will lend the other the same borrowed amount without increase. 3- If the loan results in a benefit that the lender receives from someone other than the borrower; it is permissible if it is not a trick to take an increase from the borrower.

Explanation of Article 386

The loan contract is a contract of ownership, and the principle is that it imposes four obligations on the lender, like other ownership contracts, which are the transfer of ownership of the borrowed money, its delivery, the guarantee of entitlement, and the guarantee of defects. However, since the loan is not concluded until the borrower takes possession of the borrowed money, the lender's obligation to transfer ownership of the borrowed money and deliver it is fulfilled immediately upon conclusion. This article addresses the lender's obligation regarding the guarantee of entitlement and defects. The first paragraph clarifies that the lender does not guarantee the entitlement of the borrowed money, nor does he guarantee its freedom from defects, because the lender is a donor; thus, he cannot combine donation with guarantee. Therefore, he is not obliged to compensate the borrower for the decrease in the value of the borrowed money due to entitlement or defect. However, he is responsible for the damage caused by entitlement or defect to the borrower in two cases: the first case is if the lender deliberately conceals the cause of entitlement or defect from the borrower. The second case is if the lender guarantees the borrower that the borrowed money is free from them. In these two cases, the lender guarantees the damage caused by entitlement or defect to the borrower but does not guarantee the decrease in the borrowed money due to either. The second paragraph explains the effect of entitlement on the borrower's obligations, which is that if the borrowed money turns out to be entitled to another while in the borrower's possession, his obligation to return the loan is nullified; for example, if he borrows a gold or silver ingot and it turns out to be entitled to another, his obligation to return it to the lender is nullified. The third paragraph clarifies that if a defect appears in the borrowed money and the borrower chooses to retain the money despite the defect, he is only obliged to return its value as defective; for example, if he borrows a quantity of dates or wheat and it turns out to be defective, he is only obliged to return its value as defective. The paragraph implies the following: A- The borrower is not compelled, even if he chooses to retain the borrowed money after discovering the defect, to return the equivalent, whether sound or defective; he is not obliged to return it sound because the obligation in the loan is to return the equivalent, and he received it defective, not sound. He is not obliged to return its equivalent defective because equivalence is impossible in this case; he is obliged to return the value. B- The borrower may return the borrowed money as soon as he becomes aware of the defect, even if the term is in favor of the lender; the paragraph gives the choice to the borrower in all cases when the defect appears, because obligating him to the term when the lender guarantees the defect is not applicable here. C- The lender is not compelled to repair the defect or replace the defective with a sound one unless there is an agreement on that. The rules of guarantee of entitlement and defect in the loan contract, like other contracts, are not generally part of public policy, so it is permissible to agree on increasing the guarantee; for example, the contracting parties may agree that the lender's guarantee for entitlement or defect is not limited to the damage caused by either but includes the decrease in the value of the borrowed money due to entitlement or defect or that he is obliged to replace it.

Explanation of Article 387

This article sets forth the borrower's obligations in a loan contract; the loan imposes two obligations on the borrower:

The first obligation is to repay the borrowed money. This article specifies the term for fulfilling this obligation, while the following articles (388) and (389) specify the means and place of repayment. The second obligation is to bear the expenses of the loan and its repayment, which is explained in article (390). Regarding the term for loan repayment, this article distinguishes between two cases:

The first case: If a specific term or purpose is set for the loan, the borrower is not required to repay before the term expires or before the usual period for benefiting from the borrowed money for such a purpose. For example, if the repayment term is set for a year, the borrower is not obliged to repay until that term, and the lender cannot demand repayment before then. Another example is if the purpose of borrowing is specified as purchasing certain goods for resale; the repayment period is determined by the usual period for benefiting from it for that purpose. Mentioning the purpose at the time of contracting is considered an implicit condition that the term is as long as the benefit from the money for that purpose. If it is explicitly or implicitly agreed that repayment will only occur when feasible, the condition is valid according to the general rule in article (209). In this case, the court sets a term likely to allow for repayment, considering the borrower's current and future resources and what is required by a diligent person's care to fulfill their obligation. Once the ability is established, the term lapses.

The second case: If no term or purpose is set for the loan, such as when a person borrows money from another without specifying the purpose or repayment term, there are two conflicting possibilities for interpreting the silence of the contracting parties. It could be interpreted that they referred to the usual period for benefiting from such money, or that they intended the loan to be due on demand, which is customary in loan contracts. The second paragraph of the article clarifies that in this case, the silence is interpreted as the loan being due, requiring the borrower to repay upon the lender's request, as the lender is volunteering their money and should not bear additional burdens. What the paragraph stipulates aligns with the general rule in article 9(1,4) that conditions should be interpreted in favor of the party bearing the burden. However, if the borrower proves that repayment would cause harm, they are not obliged to repay until the usual period for benefiting from such borrowed money has passed. The burden of proving harm lies with the borrower, such as if repayment would result in the loss of a deal they made, and so on. In this case, the repayment period extends to the usual period for benefiting from the borrowed money, considering its type and amount, regardless of the purpose for which the borrower used it, as they failed to specify a repayment term or purpose when receiving the money.

The article does not specify the necessity of the term for the borrower, relying on what article (206) of the general rules has established. Based on what that article has established, if the loan is deferred, the borrower may expedite repayment, considering the term is for their benefit, unless expediting causes harm to the lender. If there is doubt whether the term is for the benefit of the borrower or the lender, the default is that it is for the benefit of the borrower.

Explanation of Article 388

The article addresses what constitutes fulfillment in a loan contract; it clarifies that the borrower is obligated to return the equivalent of the borrowed item that he received in terms of quantity, type, and quality upon the expiration of the loan period, without considering any change in its value at the time of fulfillment compared to its value at the time of borrowing. For instance, if one borrowed a kilogram of gold of a certain grade, he must return a kilogram of the same grade, regardless of whether the value of the gold at the time of return has increased or decreased compared to its value at the time of borrowing. The article also clarifies that if it is impossible to return the equivalent, the borrower must return the value as of the day of borrowing, as that is the time when the debt was established in the borrower's liability, and he is required to pay the lender the equivalent of that value.

Explanation of Article 389

The article clarified that the place of performance in a loan contract is the place of the loan. So, if the contract was concluded in Riyadh, and the lender's domicile is in Kuwait, and the borrower's domicile is in Cairo, the place of performance would be in Riyadh. This ruling is merely an application of what is stipulated in Article (277) of the general rules, which states that the place of performance in a contractual obligation, if the subject of the obligation is determined by type and not by identity, is the place where the obligation arose. Determining the place of performance in a loan is not a matter of public order; therefore, it is permissible to agree otherwise, whether by explicit or implicit agreement. An implicit agreement could be that custom dictates performance in a place other than the place of the loan.

Explanation of Article 390

The article clarified the second obligation of the borrower, which is to bear the expenses of the loan contract and the expenses of fulfilling it. The expenses of the loan contract refer to the necessary expenses to complete the loan contract and deliver the borrowed money to the borrower, such as the expenses of registering the contract, attorney fees, the expenses of the mortgage that guarantees the loan if any, and the expenses of receiving the borrowed money. The expenses of fulfilling it refer to the expenses of returning the borrowed money to the lender; for instance, if there is a cost to return the borrowed money, the borrower bears it. The end of the paragraph indicates that the borrower's bearing of the expenses of the loan contract and the expenses of fulfilling it is not a matter of public order; thus, it is permissible to agree otherwise, whether by explicit or implicit agreement. An implicit agreement could be that it is customary for the lender to bear those expenses or some of them, and this is acted upon.

Explanation of Article 391

The article defines a settlement contract as a contract intended by the contracting parties to end an existing dispute or to prevent a potential dispute. This is achieved by each party mutually relinquishing their claim or part of it. From this definition, the elements of a settlement contract are evident, which are: 1- The existence of an existing or potential dispute, meaning there must be a serious existing or potential dispute; whether the dispute is judicial, i.e., a lawsuit has been filed before the judiciary; in this case, the settlement is considered a judicial settlement, as long as it is concluded before the final judgment is issued, or the dispute is potential before reaching the judiciary, in which case the settlement is considered non-judicial. 2- The intention of the contracting parties to resolve the dispute; either by ending it if it exists or preventing it if it is potential. 3- Each party mutually relinquishing part of their claim; if one of them relinquishes all their claims and the other does not relinquish anything, this is an acknowledgment of the claim and not a settlement. The definition highlights the main characteristics of a settlement contract, which are: 1- It is a contract of ownership; because it involves relinquishing some of the rights claimed by the contracting parties, and the relinquishment of the right pertains to its essence, not its products or fruits. 2- It is binding on both sides; because the contract imposes an obligation on both contracting parties. 3- It is a contract of exchange; because the relinquishment of the claim is mutual. 4- It is a consensual contract; no specific form or condition is required for its conclusion. From the above, the difference between a settlement contract and other contracts that may be called settlements but are in fact another contract such as sale or gift becomes clear; for example, if a person relinquishes their right without compensation, or sells the right for a certain price; if there is no mutual relinquishment of claims but one party relinquishes their claim and the other does not, such as when a property holder acknowledges its ownership to the claimant and gives them a sum of money in exchange for dropping the lawsuit, this is not a settlement but a sale, and if the claimant relinquishes their claim without compensation, it is a gift, and the provisions of sale or gift apply, not settlement.

Explanation of Article 392

The first paragraph clarified the capacity required for the conciliator, which is to be competent to dispose of what the settlement contract includes of disputed rights; this is because each of the conciliators waives part of their claim in exchange for the other waiving part of theirs. The established rules in the first section on the capacity of the contracting party apply to this; and the settlement by the guardian or custodian regarding any of the minor's rights requires that it be within the rights they are authorized to dispose of according to the system. The second paragraph clarified the ruling in the event that the settlement contract includes the waiver of some of the claimed rights without compensation from a financial right obtained by the conciliator. In this case, the conciliator who waives their right must have full capacity; thus, the settlement is not valid from a discerning minor, an insane person, a prodigal, or a negligent person if the settlement includes waiving their right without financial compensation. For example, if a dispute arises over a debt owed to the minor by another party, and the minor waives part of their debt on the condition that the other party pays the remaining amount in exchange for the minor waiving their claim to the full debt; this settlement includes the meaning of discharge, and thus is not valid from them.

Explanation of Article 393

This article includes an exception to the ruling in the previous article (392), which established the validity of a settlement by the settler as long as they are competent to dispose of the rights included in the settlement contract. The ruling in that article implies that the settlement by a discerning minor authorized to engage in transactions is valid within the limits of what they are authorized to do. This article clarifies that the settlement by a discerning minor is valid within the limits of what they are authorized to dispose of in terms of rights, provided that the settlement does not cause them clear harm. If the settlement contract includes clear harm to them, it is void; for example, if another party disputes an asset in their possession and they settle for an amount significantly exceeding its value, the contract is void. Anyone with an interest can invoke its invalidity, and the court can rule on it on its own initiative, and the contract cannot be ratified. This article also constitutes an exception to the ruling in article (51), which states that the transactions of a discerning minor authorized within the limits of the authorization are equivalent to those of someone who has reached the age of majority. The reason for this exception is to protect the minor, as a settlement contract is typically made in the presence of an existing or potential dispute; this dispute may lead the minor to agree to a settlement even if it clearly harms them, out of fear of the consequences of the dispute.

Explanation of Article 394

The subject of the settlement must meet the general conditions required for the subject of the contract; it must be inherently possible, not contrary to public order, and must be specified or specifiable. Accordingly, the article stipulates that the right being settled in the settlement contract must be one for which compensation can be legitimately exchanged according to public order. Thus, settlement is not valid for matters that cannot be transacted by nature or by law, such as settlement in matters related to personal status, like the denial or affirmation of paternity, the validity or invalidity of marriage, guardianship, or custodianship, or regarding penalties and punishments and all matters related to public order. It is permissible to settle on financial rights arising from personal status, such as a divorced woman waiving her right to alimony during the waiting period, or someone entitled to alimony waiving their right for a specific period. Similarly, settlement on financial rights arising from a crime, such as settlement on the right to civil compensation under liability for harmful acts, and the like, is permissible.

Explanation of Article 395

The article clarified the validity of the settlement contract even if the rights included in the contract are unknown, under two conditions:
The first condition: the ignorance of the right must not prevent delivery. The second condition: it must be impossible to know it within a short period. The reason for the validity of the settlement despite the ignorance is that the parties intended to resolve the dispute; thus, the ignorance is overlooked to achieve this goal, avoiding the potential or ongoing dispute. It is mentioned in the Sunnah that two men came to the Prophet, peace be upon him, disputing over inheritances between them that had become obsolete with no evidence between them... the hadith, in which he said to them: Go and divide, then seek the truth, then draw lots, then reconcile. An example of this settlement is what is included in Article (39), and also when a creditor claims rights against a debtor arising from several transactions, and it is impossible for them to know their amount within a short period; they avoid the dispute between them by agreeing that the creditor waives these unknown rights in exchange for the debtor paying him a specific amount. However, if the ignorance prevents delivery, the settlement is not valid; because the subject matter would then be unspecified and not capable of specification, thus violating the condition of its validity; for example, agreeing to give compensation in exchange for waiving a percentage of the unknown claimed rights without specifying that percentage; here, the subject matter is unspecified and not capable of specification, as ignorance of the amount waived from these rights prevents the delivery of the remainder that was not waived by the settler; thus, the ignorance inevitably leads to a dispute. The article clarified that the short period in which it is possible to reach knowledge of the unknown disputed right, eliminating ignorance, varies according to the nature of the right; money differs from other movables and real estate, and the period also varies according to the amount of the disputed right; the rights may be intertwined in complex transactions that make it difficult to ascertain the amount of the right, or they may be less than that. The period also varies according to the location of the right; the transactions or rights may be within the country, making it possible to know them in a short time, or the dispute may be in transactions or rights outside the country, making the period to know them longer; and the estimation of this period is up to the court.

Explanation of Article 396

The article clarified the two types of settlement, which are: 1- Settlement upon acknowledgment; such as when the buyer waives his right to request the annulment of the sale in exchange for the seller waiving part of the price. It is not considered a settlement contract if the debtor acknowledges the right claimed by the creditor and there is no existing or potential dispute between them regarding its subject, and they agree to change, transfer, expedite, or delay it, and the like; since the subject of settlement is in disputed rights, and this agreement is governed by the provisions established for it according to its nature. 2- Settlement upon denial; such as when two parties dispute over the ownership of an asset and each denies the other's right, they settle by agreeing that one of them takes it and pays compensation to the other. The article affirmed the validity of the settlement in both types; and the settlement is also valid even if the defendant remains silent without acknowledging or denying the claimed right, and it constitutes a settlement as long as the elements of settlement are present in the contract; which are the existence of an existing or potential dispute that the parties intend to avoid by each waiving their claim or part of it to the other in a reciprocal manner.

Explanation of Article 397

The article addresses several scenarios in which reconciliation is valid, namely:

The first scenario: reconciliation on the claimed debt with part of it. This occurs when a person claims a right owed to him by another, and the other denies it; they reconcile by the claimant relinquishing part of the claimed right in exchange for the other fulfilling the remainder; for example, if a person claims one hundred thousand riyals owed by another, who denies it; they reconcile by agreeing that the other will pay fifty thousand riyals in exchange for the claimant relinquishing the rest of his claim; thus, the contract is valid as reconciliation and not as an exchange of a claimed debt for a paid debt.

The second scenario: reconciliation on a due debt by deferring it. This occurs when a person claims a due debt owed by another; they reconcile by the claimant relinquishing the due date of the entire debt or part of it to a specific term, provided the other pays the claimed debt at the term without any increase in the amount of the debt; for example, if a person claims one hundred thousand riyals due from another, who denies it; they reconcile by agreeing that the other will pay one hundred thousand riyals after a year, or pay fifty thousand immediately and fifty thousand deferred after a year; thus, the contract is valid as reconciliation. If the reconciled right is of a different type than the reconciled right, it is permissible even if its value at the time of reconciliation is higher, as it may decrease at the time of fulfillment; for example, if a person claims a due debt owed by another; they reconcile by the claimant relinquishing the due date in exchange for the other fulfilling a specific property after a term.

The third scenario: reconciliation on a deferred debt with part of it due. This occurs when the claimed right is deferred; they reconcile by the defendant relinquishing the term and hastening fulfillment in exchange for the claimant relinquishing part of the claimed debt; for example, if the claimed debt is one hundred thousand riyals deferred after a year; they reconcile by agreeing that the other will pay seventy thousand riyals immediately.

Explanation of Article 398

The article illustrates a form of reconciliation; it is when two parties dispute over rights each claims against the other, and they reconcile by each retaining the right they possess and the other claims. These rights may be specific, such as when the first party claims a car in the possession of the other, who denies it, and the other claims equipment in the possession of the first, who also denies it. They reconcile by each retaining what is in their possession. Here, the contract is reconciliation, not barter, as it fulfills the elements of reconciliation. However, if the claimed rights are unknown and each party waives their claim to the other in exchange for the other waiving their claim, it is also valid because the ignorance here does not prevent delivery, provided that it is impossible to ascertain them within a short period, as stipulated in Article (395). For example, if they are partners in joint accounts and the funds have become mixed in such a way that it is impossible to determine what each owes the other within a short period, they avoid a potential dispute by each waiving their claimed right against the other in exchange for the other waiving their claimed right.

Explanation of Article 399

The article clarifies that reconciliation does not create a new right for any of the parties involved in the reconciliation regarding the rights included in the reconciliation; meaning that the effect of reconciliation reveals the right rather than creating it. This means that the right obtained by the reconciled party through reconciliation is based on its original source and not on the reconciliation itself. For instance, if two individuals purchase two goods and then dispute over which good each is entitled to, and then reconcile by determining which good belongs to each, each is considered the owner of their respective good not by reconciliation but by the contract of sale. Several consequences arise from the fact that reconciliation reveals rather than creates the right, including: 1- The reconciled party does not receive the right from the other reconciled party nor is a successor to it. 2- The reconciled party does not guarantee the right obtained by the other reconciled party. 3- The guarantees of the right subject to reconciliation remain unchanged; for example, if a creditor reconciles with their debtor to waive part of the debt in exchange for the debtor paying the remainder, the guarantees that were on the debt remain on the remaining part. 4- If a property is obtained by one of the disputants through reconciliation, there is no preemption in it. The article also clarifies that the revealing effect of reconciliation is only on the right subject to reconciliation, whereas the compensation for reconciliation, which is the undisputed right, has a creating rather than revealing effect. For example, if two parties reconcile over a disputed land such that the land is awarded to one in exchange for money or cars to the other, the effect of reconciliation regarding the land is revealing, while regarding the money or cars it is creating or transferring the right; and it is subject to the rules of exchange according to the nature of the right and its compensation.

Explanation of Article 400

Since reconciliation involves a waiver by the reconciler of the right, the article has determined that the waiver terms included in the reconciliation contract should be interpreted narrowly within the limits of the rights that were the subject of the dispute. For example, if a partner reconciles with his partners over what he is entitled to from the company's profits, the reconciliation should only cover what he actually deserved from profits, not what he deserves in the future. Similarly, if a buyer reconciles with the seller over a defect in the sold item, it should only cover the defect that appeared at the time of reconciliation; if a defect appears afterward, it is not included in the reconciliation.

Explanation of Article 401

The article clarified the effect of reconciliation, which is the termination of rights and claims that either of the parties to the reconciliation has waived; neither they nor their heirs can revert to it. This results in two effects:

The first effect: The party to the reconciliation waives their claim; they cannot revert to it. For example, if a creditor reconciles by waiving part of the disputed debt in exchange for the debtor paying the remainder, the creditor cannot revert to what they have waived.

The second effect: The right is established and becomes exclusive to the other party to the reconciliation. It is worth noting that the effect of this on the reconciliation contract does not prevent the application of general rules to this contract; the contract can be annulled if it is associated with a defect in consent, and the reconciliation contract can be conditional on a suspensive or resolutory condition. There can be an agreement on a penalty clause if the party to the reconciliation breaches their reciprocal obligation, and either party to the reconciliation may request either specific performance of the reconciliation or its annulment, with compensation if warranted. The court may refuse the request for annulment if the breach by the party to the reconciliation is of minor importance and may grant the breaching party time to fulfill their obligation according to established rules.

Explanation of Article 402

The article clarified the relative effect of the settlement contract, which is that its effect is limited to the rights included in the settlement contract and the resolution of the dispute therein, and not beyond that. This effect does not differ in the settlement contract from other contracts; however, this effect is more apparent in the settlement contract than in others because the terms of the settlement must be interpreted narrowly. Consequently, the relativity of the contract in terms of its subject must be confined to the rights included in the settlement and not beyond them. For example, if an heir settles with the rest of the heirs on an inheritance, the settlement is limited to the estate existing at the time of the settlement and does not include any other assets that may appear for the deceased thereafter.

Explanation of Article 403

The article defines the contract of competition; it is a contract in which a person commits to offering a reward to whoever wins a race, where winning the race depends on the competitor's effort, not on luck. From this definition, the following can be deduced: First: The parties to the contract in a competition contract are: 1 - The one committed to the reward; there may be one or more. 2 - The competitor; there may be one, such as when the one committed to the reward sets a goal for him, and if he achieves it, he deserves the reward, or there may be multiple competitors, which is more common. In all cases, the parties to the contract must be specified in the competition contract, as in all contracts; if the race is directed to unspecified persons, it is a promise of a prize whose provisions are outlined in the first section; it is a unilateral act, not a competition contract. Second: The subject matter of the contract in the competition from both sides is as follows: 1 - The subject matter of the contract from the side of the one offering the reward is the commitment to offer the reward, and it must be possible, negotiable, and specified either by itself or by type and amount or capable of being specified. 2 - The subject matter of the contract from the side of the competitor is the race, and it must meet three conditions: The first condition: It must be possible in itself; it is not valid for a race that is usually impossible. The second condition: It must not be contrary to public order; it is not valid for the race to be in an unlawful matter, such as betting and gambling; the release of the race in the article indicates the permissibility of offering the reward in any permissible race, such as types of sports, shooting, running, horse and camel racing, and scientific and intellectual competitions. The article requires that the race's victory depends on the competitor's effort; thus, gambling is excluded; it is the amusement intended to obtain money based on luck, necessarily leading to one party's loss and the other's gain, including betting; it is a contest between two or more on predicting something that may or may not happen, and whoever's prediction is correct wins the bet. The third condition: The race must be specified or capable of being specified; the scope of the race, its system, how to win it, and other details must be determined. Third: The definition reveals the characteristics of the competition contract, which are: 1- It is a contract of exchange. 2- It is a contract binding on both sides. 3- It is a consensual contract; no specific form or condition is required for its conclusion. 4- It is a contract of ownership.

Explanation of Article 404

The article clarifies the provisions related to who can commit to the reward in a competition contract, and the competition contract does not lack three scenarios:

The first scenario: Some of the competitors, but not all, commit to the reward; whether the commitment is by one or more; and the ruling for this scenario is permissibility; because every competitor except the one not committed to the reward may lose without gaining the other.

The second scenario: The commitment to the reward is by a person or more who are not competitors, such as when the organizing body of the competition commits to it, and this is the most common in competitions. The ruling for this scenario is permissibility; because all parties to the contract, the one committed to the reward and the competitors, are not at risk of losing or gaining.

The third scenario: All competitors commit to the reward; whereby each competitor commits to give the reward to the other competitor in case of winning, and the ruling for this scenario is impermissibility; because every competitor is at risk of losing or gaining.

It is worth noting that the prohibited scenario in the third case is when all competitors commit to the reward; however, if the competition has expenses and each competitor bears their share of these expenses, it does not fall under the prohibited scenario in the article.

Explanation of Article 405

After the previous article (404) decided that it is not permissible for all competitors to be obligated by the reward, this article clarifies that if the race is between teams and not individuals, each team is considered as one person in terms of the obligation by the reward; thus, it is not permissible for all participating teams in the race to be obligated by the reward, and it is permissible for some teams, but not all, to be obligated by it.

Explanation of Article 406

The article establishes a general rule and a comprehensive principle regarding the nullity of any agreement on gambling; the difference between a competition and gambling is clear. A competition involves benefit, renewal of activity, and motivation, as winning depends on the participant's work and effort. In contrast, gambling is entertainment that relies on luck and necessarily leads to one party's loss and the other's gain, including bets based on luck, where bettors compete to predict something that may or may not happen, and whoever's prediction is correct wins the bet. If an agreement on gambling is made, it is void, and anyone with an interest can invoke the nullity, and the court can rule on it on its own initiative.

Explanation of Article 407

The article addresses the definition of a lease contract, and from this definition, it is clear that a lease contract has several components, including:

First: It is a contract that imposes an obligation on the lessor to enable the lessee to benefit from a non-consumable item, and this enabling must continue throughout the duration of the contract as will be mentioned in Article (416). Therefore, the lease contract establishes a personal right for the lessee against the lessor to enable him to benefit, but it does not establish a real right in the leased property.

The lease contract creates both positive and negative obligations on the lessor; the lessor is obligated to enable the lessee to benefit from the leased property, not merely to allow him to benefit from it, which is a negative obligation, and to deliver the leased property in a condition suitable for benefiting from it. The lessor is also obligated to carry out the necessary repairs to keep the leased property suitable for use and guarantees the lessee against any defects in the leased property that prevent or diminish its use.

Second: The subject of the lease contract is non-consumable items, as consumable items like money and food cannot be the subject of a lease contract.

Third: The lease contract is a time-based contract where time is an essential element. There is a close connection in the lease contract between the duration and the rent; the duration is the measure of benefiting from the leased property, and the rent corresponds to the benefit.

The lease contract is distinguished from other contracts by the following:

• The lease contract pertains to the benefit of the item, which distinguishes it from a sale contract; it pertains to the item itself, not the benefit.
• The benefit in a lease contract is exchanged for rent, which distinguishes it from a loan contract; in a loan, the borrower benefits from the loaned item without paying for it.
• The leased property in a lease contract remains after use and is returned by the lessee itself, which distinguishes it from a loan contract where the borrower returns the equivalent of the borrowed money, not the money itself.
• The lease contract pertains to the benefit of an item, not work, which distinguishes it from contracts related to work such as a contract for work and an agency contract.
• The lessee benefits from the leased property, which distinguishes the lease contract from a deposit contract; in a deposit contract, the depositary does not benefit from the deposit.

The main characteristics of a lease contract can be summarized as follows: 1- It is a consensual contract, as this system does not require a specific form for its conclusion, although a specific system may require a form in some types of lease contracts. 2- It is a contract of exchange. 3- It is a contract binding on both parties. 4- The elements agreed upon in a lease contract: the benefit of the leased property, the duration, and the rent.

Explanation of Article 408

The subject of the lessor's obligation in the lease contract, which is the enabling of utilization, must meet the general conditions for the subject of obligation in any contract. These conditions are that it must be possible in itself, not contrary to public order, and must be specified by itself, by its type and amount, or capable of being specified.

The first paragraph clarifies what can be the subject of the lessor's obligation under the lease contract, which falls into three types: The first type: the leased object is a tangible item, whether it is real estate like renting land or a house, or movable like renting a vehicle or a machine. The second type: the leased object is a benefit, as if the lessee of the property rents it to another lessee. The third type: the leased object is a right, as if the beneficiary who owns the right of usufruct leases this right to others.

In all the aforementioned cases, the leased object can be specified by itself, as if a specific car is leased, or specified by type, as if a car is leased by its type and specifications without specifying it by itself.

The second paragraph establishes the validity of the lease contract in the common share; for example, someone who owns half of a property in common can lease it, and the lessee can utilize the benefit by alternating with the other partners or lease his share of the benefit if he is authorized to do so or if the lessor permits it - to one of the partners or others. The generality of the paragraph indicates the validity of leasing the common share even if the property is divisible; as if the common property were identical cars.

Explanation of Article 409

This article was introduced to clarify the provisions related to determining the amount of rent; the rent in a lease contract is like the price in a sale contract, and it must meet the general conditions for the subject of obligation in every contract. This includes that the rent must be specified either in itself, by type and amount, or be determinable. The default is that its amount is determined at the time of the contract; for example, the contracting parties may agree that the rent for the house is ten thousand riyals for one year.

The article explained that it is valid for determining the amount of rent for the contracting parties to agree on valid bases by which the amount of rent is determined; such as agreeing that the rent will be the equivalent market rent at the time of the contract, or according to a specific, consistent index. The agreement on this may be implicit, such as when the contracting parties remain silent about determining the amount of rent, and the circumstances indicate their intention towards the equivalent market rent or what has been customary between them; thus, the contract is not void for not specifying the rent. Instead, their silence is interpreted based on the circumstances; for instance, if the lessor allows the lessee to benefit from the leased property without specifying the rent for that benefit, their silence indicates that they intended the equivalent market rent. The article provided two examples of valid bases by which the amount of rent can be determined:

The first example: the rent is a specific amount plus a percentage of the output, such as when a person leases agricultural land to another, with the rent being one hundred thousand riyals plus one-third of its output.

The second example: the rent is a specific amount plus a percentage of the profit; such as when a person leases a property to a commercial establishment, with the rent being one hundred thousand riyals plus 10% of the establishment's annual profit.

Explanation of Article 410

The article stipulates the validity of agreeing to advance the rent, meaning paying it in full at the time of the contract, or agreeing to defer it, meaning paying it in full at the end of the rental period, or agreeing to pay it in installments; such as renting a house for sixty thousand riyals per year, with the rent to be paid in monthly installments of five thousand riyals each.

There is no difference in this regard whether the leased object is specified by itself or by type, or whether the lease contract is immediate or deferred to the future.

If there is doubt as to whether the rent is advanced upon delivery or deferred at the end of the contract, the doubt is interpreted in favor of the party bearing its burden, in accordance with Article (104), which in this case is the lessor; because the default for rent is to be upon delivery of the leased object as stipulated by Article (429).

Explanation of Article 411

The article addresses the provisions regarding the deficiency or surplus of rental units compared to what is mentioned in the contract. The first paragraph states that if a lease contract is concluded for a specific item and the number of its units and the total rent amount are specified in the contract without specifying the rent for each unit, and it later becomes clear that the units mentioned in the contract are more or less than they actually are, the rent is determined by what is specified in the contract. This is because, since the rent for each unit is not mentioned, the number of units is considered a description rather than a fundamental element. The principle is that a description does not correspond to any part of the rent amount. Therefore, the lessee is obliged to pay the specified rent without increase or decrease, with the right to request annulment if the units are fewer, as the lessee might have an interest in the number of units. If it turns out to be less, their purpose might be thwarted, thus granting them the right to annulment.

For example, if the owner of an exhibition leases a specific plot of land in the exhibition to someone to display their products, stating that its area is one hundred square meters for a total rent of ten thousand riyals, and it turns out that its area is less or more than that, the lessee is obliged to pay the specified rent without increase or decrease, with the right to request annulment in case of deficiency.

The second paragraph states that if the rent is specified for each unit separately and it becomes clear that the number of units is more or less than specified in the contract, the lessee is obliged, in case of surplus, to pay the specified rent for the additional units, and the lessor is obliged to reduce the specified rent for the deficient units. This is because when the rent for each unit is specified, the number of units is considered a fundamental element in the contract, not a description, and the principle is that it corresponds to the rent. Therefore, if the rented units increase, the lessee must complete the rent according to the increase, and if the rented units decrease, the lessor must reduce the rent according to the decrease, with the lessee having the right to request annulment in both cases of deficiency and surplus. This is because when the rent for each unit is specified, the number of units is considered significant to the lessee, and thus their purpose might be thwarted by the increase or decrease, granting them the right to request annulment whether the units are more or less.

For example, if a person leases a warehouse to another for storing their goods, stating that its area is one hundred square meters and the rent is one hundred riyals per square meter, and it turns out that the warehouse area is more or less than that, the lessee is obliged, in case of surplus, to pay one hundred riyals for each square meter, and the lessor is obliged to reduce one hundred riyals for each square meter in case of deficiency, with the lessee having the right to request annulment in both cases.

After the first and second paragraphs established the lessee's right to request annulment according to the detailed explanation, the third paragraph restricts this right by stating that the lessee does not have the right to request annulment if the deficiency or surplus is minor and does not affect the intended benefit. This ruling is merely an application of the general rule in judicial annulment established in Article (107).

Explanation of Article 412

The article clarifies the time from which the duration of the lease contract begins to be calculated, and it determines its commencement from the date specified by the contracting parties in the contract. If no start date is specified, the commencement is considered to be at the time the contract is concluded with the meeting of offer and acceptance. What this article has determined is merely an application of the principle established by paragraph (1) of Article (275), which states that "fulfillment must occur immediately upon the obligation being established in the debtor's liability, unless there is an agreement or statutory provision to the contrary. Therefore, if the contracting parties in the lease contract agree on a date for the start of the term, it begins from that date; otherwise, from the date the contract was concluded, as it is the time when fulfillment is required."

Explanation of Article 413

The article stipulates that if the contracting parties do not agree on specifying the duration of the lease contract, the contract is not invalidated by this. In this case, the following must be followed to determine the lease duration:

First: If the rent is for a unit of time, that unit is considered the duration of the contract, and the contract is deemed to be concluded until its end. For example, if the agreement is that the rent is ten thousand riyals annually, the contract duration is only one year, whether the rent is paid in advance or deferred until the end of the year.

Second: If the rent is not for a unit of time, such as agreeing that the rent is ten thousand riyals without specifying the corresponding duration, the duration is estimated according to custom and the circumstances of the contract. The silence of the contracting parties on specifying the duration is interpreted as their intention for the usual duration for such rent for that leased property. If the usual duration corresponding to the specified rent for benefiting from that leased property, which is ten thousand riyals, is two years according to custom and the circumstances of the contract, then the contract duration is two years. If the contracting parties disagree on determining the duration based on the above, the court will determine it accordingly.

Explanation of Article 414

The article stipulates the validity of adding a lease contract to a future date, as if the contract was concluded on the first of the month with the lease term starting on the twentieth of the month; thus, the contract is not effective until the twentieth day. Consequently, the lessor is not obliged to deliver the leased property until that date, and the lessee is not required to pay the rent until that date, unless there is an agreement to the contrary. The provisions applicable to obligations added to a future date, as stated in the first section of this law, apply to the contract.

Explanation of Article 415

This article addresses the situation where the lease term has ended and the lessee has an urgent necessity that requires the extension of the lease term. It stipulates that the lease term is extended to the extent of the necessity, with the lessee obligated to pay the equivalent rent for the extended period. For instance, if the lease contract pertains to agricultural land and the lessee has cultivated it, but the lease term ends before they can harvest the crops, the lease term is extended until the harvest is completed. In such a case, the lessee must pay the lessor the equivalent rent for the period from the end of the original lease term until the end of the harvest period.

Explanation of Article 416

The article sets out the obligations of the lessor; the first paragraph stipulates the lessor's obligation to deliver the leased property and its appurtenances in a condition that allows the full intended benefit to be obtained, in accordance with the agreement or custom and the nature of the leased property.

The obligation to deliver the leased property is not limited to delivering the property itself but also includes its appurtenances. The appurtenances of a thing are those that permanently serve the main item, such as easement rights.

Whether something is considered an appurtenance of another thing or not is determined by the agreement between the parties. If there is an agreement between the parties to the lease contract considering this thing as an appurtenance of the leased property, then it is deemed an appurtenance. If there is no agreement, the determination of whether this thing is an appurtenance of the leased property or not is referred to custom and the nature of things, such as considering easement rights as appurtenances, and considering the use of elevators, stairs, and central water and gas tanks as appurtenances of an apartment leased in a building consisting of several apartments, which are shared among all residents.

It should be noted here that some appurtenances are considered necessary for the leased property such that the intended benefit cannot be obtained without them. If all or some of them are missing, the lessor is obliged to provide what is missing and deliver it to the lessee, and it is not sufficient to deliver only what is present; because this is the reasonable interpretation of the contracting parties' intention.

While the first paragraph stipulates the lessor's obligation to deliver the leased property and its appurtenances, the second paragraph states that delivery involves enabling the lessee to benefit from the leased property without any hindrance that obstructs its use, and it is not enough for this to occur only initially, but this enabling must continue until the end of the lease term. The lessor's obligation is positive; it does not stop at vacating the leased property for the lessee and leaving them to benefit from it, but the lessee must be enabled to benefit from the leased property with this enabling continuing until the end of the lease term. Everything necessary for obtaining the intended benefit falls within the lessor's obligations. A house leased for residence must be delivered with doors, windows, floors, walls, and other elements necessary for use in good condition, and the same applies to agricultural land, which must be delivered in a condition suitable for cultivation.

Therefore, if there is a defect in the leased property that prevents obtaining the intended benefit, it is the lessor's obligation to repair this defect in a manner that allows the lessee to obtain the benefit.

Enabling the benefit requires delivering the property free from all obstacles that prevent its use. For example, if the property was leased to a person and the lease term ended, but the lessee remained in the property, and the lessor leased the property to a third party, the lessor is obliged to remove the first lessee to enable the second lessee to benefit from the property.

Ensuring continued enabling of benefit until the end of the lease term requires that the lessor does not make any changes to the leased property or its appurtenances that would impair this benefit.

Explanation of Article 417

When the previous article (416) clarified the obligation of the lessor to deliver the leased property, this article comes to establish the right of the lessor to refrain from delivering the leased property until the lessee pays the rent that was stipulated to be paid in advance. What this article establishes is an application of the right of retention mentioned in article (191), which states that anyone obligated to perform something may refrain from fulfilling it as long as the creditor has not fulfilled an obligation owed to them that arose due to the debtor's obligation and was related to it. Thus, the lessor has the right to refrain from fulfilling their obligation as long as the lessee refrains from fulfilling their corresponding obligation, which is the rent.

Explanation of Article 418

This article stipulates the application of the provisions for the delivery of the sold item to the delivery of the leased property, except in cases where there is an agreement between the lessor and the lessee that differs from the provisions established by the system for the delivery of the sold item; in such cases, the agreement of the contracting parties takes precedence.

Accordingly, the delivery of the leased property can be either actual or constructive; actual delivery of the leased property occurs by placing it at the disposal of the lessee so that they can possess and benefit from it without hindrance, even if they do not physically take possession of it, as long as the lessor has informed them of this. If the leased property is a house, its delivery is by giving the keys to the lessee or enabling them to possess it by any other means, after vacating the house and removing any belongings of the lessor or the previous lessee.

If the leased property is agricultural land, its delivery is by placing it at the disposal of the lessee, after vacating it from the previous lessee and any machinery or equipment that may be present.

If the leased property is a right of passage, its delivery is by delivering the deed of the right if it has a deed, or by authorizing the lessee to use this right and enabling them to do so by removing any obstacles to their passage.

From the above, it is clear that the method of delivery varies according to the nature of the leased property.

Constructive delivery of the leased property substitutes for actual delivery and is achieved by the mere agreement of the contracting parties that the leased property has been delivered from the lessor to the lessee. Constructive delivery differs from actual delivery in that it is a legal action or by virtue of the system, not a physical act.

There are several forms of constructive delivery of the leased property, including:

1- The leased property is in the possession of the lessee before the lease contract, such as if the leased property is in the hands of the lessee by loan or deposit, and then the parties agree on the lease, or if the leased property is in the possession of the lessee under a previous lease contract and then the contract is renewed. In this case, the lessee is actually in possession of the leased property at the time of the contract and does not need a new physical possession to achieve delivery. They only need an agreement with the lessor that the leased property remains in their possession, but not as a borrower, depositor, or previous lessee, but as a lessee under a new or renewed lease.

2- The leased property remains in the possession of the lessor after the lease contract, not as a lessor but as a sub-lessee, borrower, depositor, or otherwise. In this case, the parties agree to dispense with the lessee taking possession of the leased property under the lease contract and then re-delivering it to the lessor again under a sublease contract, deposit contract, loan, or otherwise.

3- The lessee lends the leased property or deposits it or engages in other actions that require taking possession of the leased property before taking possession of it; the third party receives the leased property directly from the lessor. This delivery to the borrower or depositor substitutes for delivery to the lessee; in this case, the leased property is physically transferred to the third party, and after they take actual possession concerning the contract they concluded with the lessee, and constructive possession concerning the lease contract, the first possession substitutes for the second possession.

Explanation of Article 419

The article addresses the second obligation of the lessor's commitments; Article (416) establishes the lessor's obligation to deliver the leased property and its accessories in a condition suitable for the intended benefit to be fully realized. The delivery involves enabling the lessee to benefit from the leased property without hindrance until the lease term expires. Consequently, the first paragraph of this article stipulates the lessor's obligation to carry out necessary repairs to keep the leased property suitable for use, including fixing any defects that affect the intended benefit. The lessor is required to perform necessary repairs that allow the lessee to obtain the intended benefit from the contract, such as repairing elevators, water networks, electrical installations, and other essential repairs for the intended benefit. However, non-essential repairs, such as painting the leased property or improving its facade, are not required of the lessor.

The lessor's obligation to carry out necessary repairs does not include routine maintenance that customarily falls on the lessee, even if it is necessary for the use of the leased property. To clarify this, it is essential to distinguish between three types of repairs: The first type: Necessary repairs for preserving the leased property, which are required to protect the property from imminent danger and usually require urgency. Failure to perform these repairs could lead to the destruction or damage of the property, such as fixing a leaning wall, strengthening a weak foundation, or stopping a water leak that threatens the building's safety. These repairs are the lessor's responsibility and are also a right for them; the lessee cannot prevent the lessor from performing them as will be explained in Article (434).

The second type: Necessary repairs for the use of the leased property, which are essential repairs needed for the lessee to fully benefit from the leased property but are not necessary to prevent its destruction or damage, such as repairing elevator malfunctions or water networks if there is no leak threatening the building. These are the lessor's responsibility, but they are not a right for the lessor; the lessee can prevent the lessor from performing them during the lease term as will be explained in Article (434).

The third type: Routine maintenance, which are tasks necessary for the use of the leased property but are minor and customarily borne by the lessee, such as fixing locks and keys or refilling air conditioner gas. These tasks are the lessee's responsibility, as will be explained in Article (433).

The system has expressed the tasks that obligate the lessor as necessary repairs to include the first and second types, while those that obligate the lessee are referred to as maintenance, meaning routine maintenance that the lessee is customarily responsible for.

The lessor's obligation to carry out necessary repairs for the use of the leased property according to this paragraph's text naturally includes necessary repairs for preserving the leased property; since they are necessary for preserving the property, they are even more necessary for its use.

The second paragraph states that if the lessor delays in performing necessary repairs, the lessee has the option to request specific performance, request performance with compensation by reducing the rent, or request termination. The lessee's right to request any of these options requires that the lessor has been notified, and the notification is as specified in Article (177). The options are detailed as follows:

The first option: Requesting specific performance by applying to the court for permission to repair the defect. If the court grants permission and the lessee performs the repair, they can recover the necessary repair expenses from the lessor, provided it is within the customary expenses; if it exceeds the customary amount, recovery is limited to the customary amount.

Despite the principle that the lessee does not perform necessary repairs unless the lessor fails to do so without court permission, an exception is made for urgent repairs that cannot be delayed or are minor by custom. The lessee may repair the defect without court permission and deduct the expenses from the rent, provided it is within the customary amount. If the lessee performs these repairs without court permission, they do so at their own risk; if they claim these expenses, the court verifies the conditions for performing those repairs without its permission, and the lessee must provide an account of what was repaired in all cases. What the paragraph contains is merely an application of the general rules outlined in Article (167).

If the necessary repairs are costly and disproportionate to the rent, the court may exempt the lessor from specific performance and limit the lessee's right to request a rent reduction or termination if it does not cause significant harm, applying paragraph (2) of Article (164).

The second option: Requesting a rent reduction because the decrease in benefit due to the lack of necessary repairs corresponds to a decrease in rent. When the lessee is awarded a rent reduction, it is reduced not only from the time of the claim but from the time the benefit decreased due to the lack of repairs, as rent corresponds to benefit; when there is a decrease in benefit, there is a corresponding decrease in rent to the extent of the decrease, which is performance with compensation. When the lessor performs the repairs, the rent returns to its original state.

The third option: Requesting contract termination; the general rules of judicial termination apply to this. The court may reject the termination request if the lessor's breach is minor in relation to the overall obligation and limit the lessee's right to compensation, applying Article (107).

In all the previous options, the lessee has the right, according to general rules, to request compensation for damages caused by the lessor's delay in performing those repairs. They may request a rent reduction equivalent to the decrease in benefit until the repairs are completed or termination, as well as compensation for personal or property damage caused by the lessor's delay in performing these repairs, whether the lessee chooses specific performance, rent reduction, or termination. The lessee's entitlement to compensation requires notification, applying Article (175), unless the lessor's fault caused the damage, such as knowing the leased property needs repairs and neglecting them, as performance of the obligation in this case became impossible due to their action, applying paragraph (b) of Article (176).

After the paragraphs established the rules related to the repairs the lessor is obligated to perform and the consequences of not fulfilling them, the third paragraph allows the contracting parties to agree contrary to the provisions of the first and second paragraphs, indicating that these provisions are not of public order. The parties may agree to exempt the lessor from this obligation, so they are not required to perform these repairs, or agree to reduce this obligation, such as agreeing to exempt the lessor from certain types of repairs, not all, or agreeing to limit the lessee's right to a rent reduction without the right to termination. It is also permissible to agree to increase this obligation, such as agreeing that the lessee may perform necessary repairs at the lessor's expense, even if they are not urgent, without needing a court request.

What the paragraph decided is merely an application of what Articles (173) and (174) contain in the general rules allowing the contracting parties to agree to amend the liability provisions imposed on the debtor in the contract by exempting, reducing, or increasing them. When stipulating the exemption or reduction of the lessor's obligation, it must not be due to their fraud or gross negligence, applying those rules.

It is worth noting that if the lessor stipulates exemption from necessary repairs and the lessee performs them at their expense, this does not prevent the lessee from recovering what they spent from the lessor after the lease contract ends according to the rules of unjust enrichment, unless otherwise agreed.

If there is doubt in interpreting the exemption clause from the lessor's obligation to perform necessary repairs and the scope it covers, or in interpreting the clause reducing or increasing this obligation, the doubt is interpreted in favor of the party bearing the burden of this clause, applying Article (104); in the case of exemption or reduction, the doubt is interpreted in favor of the lessee, and in the case of increase, it is interpreted in favor of the lessor.

Explanation of Article 420

The article stipulates that the contract is automatically terminated in the event of total destruction of the leased property during the lease term. This destruction may be physical, such as if the leased property is destroyed due to a lightning strike, fire, or heavy rain, or it may be legal, such as if the ownership of the leased property is expropriated for public interest, or if a decision is issued to vacate the leased property for health reasons. In these cases, the contract is automatically terminated, regardless of whether the destruction is due to force majeure, the fault of the lessee, the fault of the lessor, or the fault of a third party; because the termination of the contract here is due to the impossibility of executing the lease agreement. However, if the total destruction is due to the fault of the lessor, they are responsible for compensating the lessee for the damage caused by the termination of the contract before its expiration. If the total destruction is due to the fault of the lessee, they are responsible for compensating the lessor for the destruction and the termination of the contract before its expiration. If the destruction is caused by a third party, they are responsible for compensating both the lessor and the lessee.

Explanation of Article 421

The article addresses the ruling in the event of partial destruction of the leased property, which may be physical; such as when part of the leased property collapses while the other part remains usable, or it may be regulatory; such as when part of the leased land is expropriated for public interest. Partial destruction occurs with the removal of part of the leased property, and the article clarifies that in the application of this article, partial destruction is considered when the leased property becomes in a state that reduces the benefit for which it was leased, even if some of its parts are not destroyed, such as when water floods the first floor of a two-story building, rendering it unusable while the second floor remains usable. The article distinguishes between two scenarios in the event of partial destruction:

The first scenario: If it is caused by the lessee; the contract remains in effect, and the lessee cannot demand a reduction in rent, annulment, or restoration of the leased property to its original state. The lessee remains bound by the contract until its end and must compensate the lessor for the destruction or deficiency caused in the leased property.

The second scenario: If it is not caused by the lessee, whether due to force majeure, the act of the lessor, or a third party; the lessee has the option to request a reduction in rent because the decrease in benefit corresponds to a decrease in rent. If a reduction in rent is granted, it is reduced not only from the time of the claim but from the time the decrease in benefit occurred. The lessor can restore the leased property to its original state, and once restored, the rent returns to its original state. Instead of requesting a reduction in rent, the lessee can choose to request the annulment of the contract, and the general rules for judicial annulment due to breach or partial impossibility apply; the court may reject the annulment request if the decrease in benefit is not substantial and limit the lessee's right to compensation, in accordance with articles (107, 110). The lessee can request a reduction in rent from the time of partial destruction until annulment.

The article does not mention the lessee's right to request specific performance because, in most cases of partial destruction, specific performance is burdensome. According to general rules, if specific performance is burdensome for the debtor, who is the lessor here, the court may limit the creditor's right, who is the lessee, to compensation. Therefore, if it is found that specific performance in the case of partial destruction is not burdensome for the lessor, the lessee can demand the lessor restore the leased property to its original state before the destruction because the lessor is obligated to deliver the leased property fit for use throughout the lease term, in accordance with the general rule established in paragraph (1) of article (164) that compels the debtor, after being warned, to perform his obligation specifically when possible. The execution is according to the details outlined in paragraph (1) of article (167) and article (419) in case the leased property requires necessary repairs.

If the partial destruction or decrease in benefit is caused by the lessor, the lessee, in addition to his right to request specific performance, reduction in rent, or annulment, can demand compensation from the lessor for the damage caused by his act; for example, if the destruction of part of the leased property results in damage to the lessee's property. As for the loss incurred due to the loss of some benefit, compensation for it is the reduction in rent. This ruling applies if the lessee chooses annulment, demanding compensation for the damage caused to his person or property due to annulment, while for the period preceding annulment, compensation for the loss of its benefit is by reducing the rent.

If the partial destruction or decrease in benefit is not caused by the lessor, the lessee cannot demand compensation from the lessor for the damage in this case.

It becomes clear from the above the difference between the effect of partial destruction and its equivalent mentioned in this article, and the effect of the lessor's failure to carry out necessary repairs, and his guarantee of interference and defect according to articles (419, 423, 425), and the explanation is as follows:

The lessor is obligated to maintain the leased property with the necessary repairs required to keep it fit for use and free from any defect or interference affecting its use. If a decrease in benefit occurs due to the lessor's failure to carry out necessary repairs required of him, or due to a defect or interference he guarantees, the lessor is considered in breach of his obligation. As for partial destruction, the default is that it is due to an unforeseen event, not because the leased property needs repairs or due to a defect or interference. The default is that the decrease in benefit in partial destruction is not a result of the lessor's breach of his obligation. Based on this, the lessor's responsibility in case of a decrease in benefit due to his failure to carry out necessary repairs, or due to the appearance of a defect or occurrence of interference, is not limited to bearing the consequence of the decrease in benefit only, but also guaranteeing the damage resulting from that decrease to the lessee, as the lessor is in breach of his obligation. Therefore, he is required to compensate the lessee not only for the decrease in benefit but also for other damages incurred by the lessee as a result of this breach. In contrast, the lessor's responsibility in case of partial destruction, if not caused by the lessee, is limited to bearing the consequence of the decrease in benefit, without guaranteeing the damage resulting from the destruction or deficiency unless it is proven that it was due to his fault, in which case he is required, in addition to bearing the consequence, to compensate the lessee for the damage incurred, such as if the destruction was due to the lessor's negligence in his obligation to maintain the leased property with repairs or free from defects.

Explanation of Article 422

After the previous three articles clarified what pertains to the necessary expenses required to keep the leased property fit for use, and the effect of total and partial destruction; this article comes to clarify the ruling on other expenses that do not affect the leased property's fitness for use. These expenses are not originally the responsibility of the lessor; however, if the lessee undertakes constructions or repairs on the leased property that do not affect its fitness for use, there are two scenarios:

The first scenario: These expenses are without the lessor's permission; the lessee cannot claim them from the lessor, whether these expenses are for the benefit of the leased property or for the lessee's personal benefit, without prejudice to the lessee's right to claim them from the lessor after the lease contract ends if the lessor chooses to retain them as stipulated in Article (436).

The second scenario: These expenses are with the lessor's permission; this scenario has two cases:

The first case: What the lessee has done is for the benefit of the leased property; such as renewing the doors of the leased property or replacing its windows with more durable ones; the lessee has the right to claim them from the lessor whenever the lessor has permitted them, even if the right to claim was not stipulated, because the lessor's permission for these constructions or repairs is considered an implicit authorization for the lessee to carry them out, and the agent has the right to claim from the principal the expenses incurred in executing the usual agency tasks. The fact that the expenses are for the benefit of the leased property and not for the lessee's personal benefit is evidence that the lessor intended, by permitting the lessee to carry them out, that these constructions and repairs remain after the lease contract ends, obligating the lessor to compensate the lessee for them.

Expenses are considered for the benefit of the leased property and not for the lessee's personal benefit when they meet the general desires of lessees. As for constructions and repairs that suit some lessees but not others, the lessee cannot claim them from the lessor, nor can they claim what is not considered constructions and repairs in the leased property that can be removed after the lease contract ends, such as curtains and shelves and the like.

The lessee's right to claim expenses from the lessor in this case is limited to the customary amount; if it exceeds the customary amount, the lessee cannot claim the excess amount.

The end of the paragraph clarifies that what has been decided is a complementary rule for interpreting the contracting parties' intentions in the absence of an agreement to the contrary. However, if there is an explicit or implicit agreement to the contrary, it must be adhered to, as if the circumstances indicate that the lessor's permission for these expenses is conditional on the lessee not claiming them.

The second case: What the lessee has done is for their personal benefit; such as when a commercial premises lessee divides it to suit the nature of their activity; they cannot claim what they spent from the lessor, and the lessee can claim compensation after the lease contract ends if the lessor chooses to retain them or remove them if the removal does not harm the leased property, according to the details in Article (436). The reason for this is that the lessor's permission for these repairs or constructions does not rise to the level of obligating the lessor to their expenses as long as they are for the lessee's personal benefit and not for the benefit of the leased property, but whenever there is an explicit or implicit agreement contrary to what the paragraph has decided, it must be adhered to.

Explanation of Article 423

The article addresses the third obligation of the lessor, which is his obligation to guarantee the lessee's enjoyment of the benefit throughout the lease term. The article states that the interference guaranteed by the lessor includes two types:

The first paragraph explains the first type of interference guaranteed by the lessor, which is interference by the lessor himself, whether it is physical interference or based on a legal reason. The lessor guarantees physical interference from himself, such as preventing the lessee from using the elevator, or allowing his livestock to enter the leased agricultural land to graze, or making changes to the leased property or its appurtenances that prevent its use or impair the intended benefit, such as demolishing part of the leased property, blocking some of its windows or doors, building on the leased land, uprooting trees or palm trees located there, or other modifications and changes that prevent use or impair the intended benefit.

The lessor also guarantees interference from himself based on a legal reason, such as if a person leases a property not owned by him, then becomes its owner due to a reason of ownership like inheritance, will, or purchase from the true owner, and then the lessor, after becoming the owner, requests the return of the property from the lessee based on the ownership acquired after the lease. The lessor's interference with the lessee in this case is based on a legal reason because the lessor bases his interference on having become the owner of the leased property after the lease, claiming that he has the right to reclaim the leased property in this capacity. In this case, the lessee can refuse to return the leased property based on the fact that the lessor guarantees his personal interference, and recovery is not allowed for one who is obligated to guarantee.

The guarantee of interference is not limited to interference from the person of the lessor but also includes interference from one of his subordinates. The meaning of subordinate in this context is broader than the meaning of a subordinate for whom the superior is liable for tortious liability. The subordinate of the lessor refers to any person who is not foreign to him in executing the lease contract, and the interference from him is due to his connection with the lessor. This includes those who act on his behalf, such as a guardian, executor, curator, and agent, and those who assist him in exercising his rights and fulfilling his obligations arising from the lease contract, such as the building guard appointed by the lessor, and those whose connection with the lessor enabled them to interfere with the lessee, such as the lessor's household, guests, and friends, and those who replace the lessor in exercising his rights and fulfilling his obligations arising from the lease contract, such as the contractor and engineer if they carry out necessary repairs to the leased property instead of the lessor. It also includes his general and specific successors and anyone who received the right from him, such as another lessee from the lessor himself if the interference is related to his status as a lessee.

The second paragraph explains the second type of interference guaranteed by the lessor, which is interference from a third party, provided that the interference is based on a legal reason, such as if a third party claims that he is the owner of the leased property and that the lessor does not own it, or claims that he has a right of usufruct on the leased property. The third party here refers to anyone foreign to the lease contract.

For the guarantee to be realized in both types, the interference must actually occur and not just be a threat. If it is personal interference from the lessor and his interference is physical, it involves a physical act that prevents the lessee from benefiting from the leased property. If the lessor's interference is based on a legal reason, it involves the lessor demanding the return of the leased property or the right that affects the benefit. If it is interference from a third party, the interference actually occurs either through physical acts, such as entering the leased land claiming a right of easement for passage, or the third party limits himself to filing a lawsuit claiming his right without resorting to physical acts that prevent the lessee from benefiting from the property.

Once the interference actually occurs and is guaranteed by the lessor, whether by his interference or one of his subordinates, or by interference from a third party based on a legal reason, the lessee can demand specific performance from the lessor. This means that the lessor or his subordinate must cease the interference if it is from him or one of his subordinates, and if the interference is from a third party, specific performance involves making the third party who interfered with the lessee cease the interference.

Obligating the lessor to specific performance is merely an application of general rules because the lessor is obligated to enable the lessee to benefit from the leased property throughout the lease term. According to the general rule established in paragraph (1) of Article (164), the creditor can compel the debtor, after warning him, to perform his obligation specifically whenever possible.

The third paragraph states that if the lessor does not cease his interference or fails to stop the interference from a third party, such as if the third party wins the claim of entitlement he filed, the lessee can request a reduction in rent proportional to the reduction in benefit. This is specific performance through compensation, and when a reduction in rent is granted, it is reduced not only from the time of the claim but from the time the reduction in benefit occurred. The lessee can also request the termination of the contract, and the general rules of judicial termination apply to the request for termination. The court can refuse the request for termination if the reduction in benefit is not substantial enough to justify termination and limit the lessee's right to compensation, applying Article (107). The lessor can avoid termination if he performs his obligation specifically by stopping the interference, provided that this avoidance does not harm the lessee. The lessee can request a reduction in rent from the time the benefit was reduced until termination, along with the request for termination.

If the interference is from the lessor, the lessee, whether requesting specific performance, a reduction in rent, or termination, can demand compensation from the lessor for any damage caused by the lessor's breach of his obligation to enable the lessee to benefit.

If the interference is from a third party, the lessor is not liable to the lessee if he successfully prevents the interference from the third party, i.e., in the case of specific performance, whether the interference from the third party was through physical acts or by filing a lawsuit against the lessee, because the lessor fulfilled his obligation, and it was shown that the third party was not justified in his claim, meaning his interference was physical, so there is no liability on the lessor. This interference is governed by the provisions of the following Article (424). However, if the lessor fails to prevent the interference, such as if the third party wins the lawsuit, the lessor is liable to the lessee in this case because it was shown that he breached his obligation to enable the lessee to benefit throughout the lease term. The lessee, whether requesting a reduction in rent or termination, can demand compensation from the lessor for any damage caused by this interference.

Explanation of Article 424

The article completes the provisions regarding interference with the tenant's enjoyment of the leased property. The first paragraph clarifies the ruling on interference by a third party if it is not based on a legal reason, stating that the landlord is not liable for such interference. This includes any physical act by a third party without claiming a right to the leased property, such as harming the tenant or preventing them from enjoying the leased property by force, or establishing a factory that disturbs their peace, thereby hindering their full enjoyment.

The reason for the landlord not being liable for interference by a third party is that the landlord has not breached their obligation to enable the tenant to enjoy the leased property. The tenant can counter this interference by filing a lawsuit against the third party.

As for the effect of interference by a third party if it is not based on a legal reason, the paragraph distinguishes between two cases:

The first case: If the interference by a third party does not deprive the tenant of enjoying the leased property but affects the completeness of the enjoyment, in this case, the tenant cannot request the termination of the contract or a reduction in rent; rather, they are obliged to pay the full rent and can demand compensation from the party causing the interference for the damage according to the rules of tort liability.

The second case: If the interference by a third party leads to the tenant being deprived of enjoying the leased property, the tenant in this case can request the termination of the contract or a reduction in rent unless they are the cause of the interference.

The tenant's right in the second case to request termination or a reduction in rent is not considered a guarantee against interference; because guaranteeing interference gives the tenant, in addition to that, the right to demand compensation from the landlord if there is a justification for it. The landlord is not liable for compensation even if the tenant is harmed because the damage was not caused by the landlord, and the tenant can demand compensation from the party causing the damage according to the rules of tort liability.

The second paragraph of the article addresses the ruling on interference by a public authority if it is not based on a legal reason. It clarifies that if an action by a public authority results in a reduction in enjoyment, such as if a public authority evacuates parts of a fully leased commercial market, or carries out works and repairs on the road that lead to a significant reduction in the enjoyment for which the leased property was rented, the tenant has the option to request a reduction in rent because the reduction in enjoyment corresponds to a reduction in rent. If a reduction in rent is granted, it is reduced not only from the time of the claim but from the time the reduction in enjoyment occurred. The tenant, instead of requesting a reduction in rent, can choose to request the termination of the contract, and the general rules of judicial termination apply; the court can reject the request for termination if the reduction in enjoyment is not substantial and can limit the tenant's right to compensation, applying the second paragraph of Article (110). The tenant, along with the request for termination, can request a reduction in rent from the time of the interference until the termination.

The end of the paragraph clarifies that if the interference by the public authority is due to a reason for which the landlord is responsible, such as if the public authority evacuates parts of the leased property due to the landlord's failure to meet certain legal requirements, the tenant in this case, in addition to their right to request a reduction in rent or termination, can demand compensation from the landlord for the damage caused by this. As for the loss incurred due to the loss of some benefit, compensation for it is the reduction in rent, and this ruling applies if the tenant chooses termination; they can demand compensation for the damage caused by the termination, and for the period preceding the termination, compensation for the loss of its benefit is by reducing the rent.

If the landlord is not the cause of the interference by the public authority, the tenant cannot demand compensation from the landlord for the damage in this case, but their right is limited to requesting a reduction in rent or requesting termination as previously stated.

Explanation of Article 425

The article addresses the fourth obligation of the lessor, which is the guarantee against hidden defects; this obligation complements the positive obligations of the lessor. It follows the lessor's obligation to deliver the leased property by enabling the lessee to derive benefit, not merely by vacating it, and his obligation to make necessary repairs. In line with this, is his obligation to guarantee against hidden defects.

The article stipulates that the lessor guarantees defects found in the leased property if these defects prevent the lessee from benefiting from the leased property or diminish that benefit. The intended benefit from the leased property is determined similarly to that in a sale; there is no difference between them in this regard. It may be inferred from what is stated in the contract, what is apparent from the nature of the thing, or the purpose for which it was prepared. If a defect is found in the leased property but does not diminish the benefit, the lessor does not guarantee it.

The article excludes two types of defects that the lessor does not guarantee: The first type: a defect that is customarily tolerated; the lessor does not guarantee it, even if it is significant. The second type: a non-hidden defect, which the lessee is aware of at the time of contracting. The lessee's knowledge of the defect in the leased property, like the buyer's knowledge of a defect in the sale, may be actual or presumed, as follows: 1- Actual knowledge is realized if the defect is apparent at the time of contracting, or if it is hidden but the lessor proves the lessee's knowledge of it at the time of contracting; because the lessee's knowledge of the defect at the time of contracting indicates his acceptance of it, thus waiving his right to the guarantee. 2- Presumed knowledge is realized if the defect is not apparent, but an ordinary person could have identified it himself if he had examined the leased property with the care of an ordinary person; in this case, the defect is considered apparent and not hidden, and the lessee bears the consequence of his negligence. However, the required care here is less than that required in a sale, as the buyer's examination of the sale item is usually more thorough than the lessee's examination of the leased property.

As established in sales, there are two exceptions to the absence of the guarantee for the lessor in presumed knowledge: The first scenario: if the lessee proves that the seller guaranteed him that the leased property was free from the specific defect found in it; because the lessor's assurance to the lessee that the leased property is free from that defect is considered an implicit agreement that the lessor guarantees this specific defect. The second scenario: if the lessor deliberately conceals the defect out of deceit, because the lessor has committed an error that outweighs the lessee's negligence in not examining.

The article indicates that it is not required for the defect guaranteed by the lessor to be old before delivery as in sales; in a lease contract, the lessor guarantees the defect even if it occurs after delivery, as long as it prevents or diminishes the benefit from the leased property.

Explanation of Article 426

The article addresses the effect of the warranty for defects in the leased property, and there is no difference in general between the effect of the warranty for defects and the effect of not carrying out the necessary repairs as stated in Article (419); in both cases, the lessor's liability arises for not delivering the leased property in a condition fit for the intended use throughout the lease period. However, the defect there is due to the age of the leased property and the lack of necessary repairs, while the defect here is due to a flaw in it, not because of neglecting necessary repairs.

The article stipulates that the lessee, upon discovering a defect in the leased property that the lessor is responsible for according to Article (425), may choose to request a reduction in rent proportional to the decrease in benefit due to the defect, which is execution by compensation. Once a reduction in rent is ruled, it is reduced not only from the time of the claim but from the time the decrease in benefit occurred. Once the lessor repairs the defect, the rent returns to its original state. The lessee may also choose to request the termination of the contract, and the general rules apply to the request for termination; the court may reject the request for termination if the decrease in benefit is not substantial enough to justify termination, and may limit the lessee's right to compensation, applying the general rule of judicial termination stipulated in Article (107). The lessor may also prevent termination if they promptly repair the defect before termination, and the court may grant them time to repair the defect if requested, unless such prevention or delay harms the lessee. The lessee, along with the request for termination, may request a reduction in rent from the time the benefit decreased until termination.

If repairing the defect is possible, the lessee, in addition to their right to request a reduction in rent or termination, may compel the lessor to repair it, as the lessor's obligation to warrant defects is like their obligation to carry out necessary repairs; both stem from their obligation to deliver the leased property in a condition fit for the intended use throughout the lease period. According to the general rule stipulated in paragraph (1) of Article (164), the creditor may compel the debtor, after warning them, to perform their obligation in kind if possible. Execution is according to the general rule of specific performance stipulated in paragraph (1) of Article (167). What Article (419) stipulates regarding the lessor's obligation for necessary repairs; the lessee may request court permission to repair the defect at the lessor's expense, and in urgent cases, repair it at the debtor's expense without court permission. However, if repairing the defect is excessively costly and disproportionate to the rent, the lessee cannot compel the lessor to do so, and the court limits their right to execution by compensation, applying paragraph (2) of Article (167), which states: (If specific performance is burdensome for the debtor, the court may, at their request, limit the creditor's right to compensation if it does not cause them substantial harm).

In all previous options, whether the lessee chooses specific performance, rent reduction, or termination, they have the right to request compensation for the damage caused by the lessor's breach of their obligation to ensure the leased property is free from hidden defects. Since the lease contract is considered a contract of exchange based on the leased property's freedom from hidden defects, the lessee, in case of requesting specific performance or termination, may request a reduction in rent proportional to the decrease in benefit until the defect is repaired or termination occurs. They may also request compensation for any personal or property damage caused by the defect, whether they choose specific performance, rent reduction, or termination.

Explanation of Article 427

The article stipulates the nullity of any agreement between the contracting parties to exempt from the warranty against eviction or defect, or to limit it in the case where the lessor deliberately conceals the cause of the warranty. For instance, if the lessor knows of a hidden defect in the leased property and deliberately conceals it from the lessee, and stipulates exemption from the warranty or reduction of his liability, the condition of exemption or reduction is void. Similarly, if the lessor knows that a third party has a right to the leased property that conflicts with the lessee's right and deliberately conceals this right from the lessee, and stipulates exemption from the warranty or reduction of his liability, the condition of exemption or reduction is void.

However, if the lessor knows the cause of the warranty but does not deliberately conceal it from the lessee, and stipulates non-warranty or reduction of his liability, the condition is valid. The lessor may assume that the lessee is aware of the defect or knows of a potential right conflicting with the lessee's right, so the condition is not void in this case.

It can be inferred from this article that the provisions of the warranty against eviction and defect are not of public order, and the contracting parties may agree to contrary terms if the lessor does not deliberately conceal the cause of the warranty. It is permissible to agree on exemption from the warranty against eviction, such as agreeing that the lessor does not guarantee eviction by a third party even if based on a legal reason, or agreeing to reduce the warranty against eviction, such as agreeing that the warranty, if found, is limited to termination only without the lessee having the right to reduce the rent.

Similarly, it is permissible to agree on exemption or reduction from the warranty against defects if the lessor does not deliberately conceal it, such as agreeing that the lessor is only liable if the defect results in a total deprivation of benefit without affecting the reduction of benefit.

It can be said that the agreement to reduce the warranty against eviction or defect includes scenarios such as: 1- The reduction is directed towards actions considered as eviction, such as permitting actions that were considered eviction, or the reduction is directed towards descriptions considered as defects, such as agreeing to exemption from specific defects. 2- The reduction is directed towards the obligations of the warranty, which are the matters the lessor is obliged to in case of eviction or defect, namely termination or reduction of rent with compensation for damage in both cases, agreeing not to demand one or more of the obligations of the warranty.

Just as it is permissible to reduce or eliminate the lessor's liability in the warranty against eviction and defect, it is also permissible to intensify it, such as the lessee stipulating the lessor's warranty for any defect even if it could be detected by usual inspection, or the lessee stipulating his right to terminate the contract upon eviction even if the reduction in benefit is not substantial.

What the article contains is consistent with what is stipulated in articles (173) and (174) of the general rules regarding the permissibility of agreeing to modify the debtor's liability in contractual obligations, whether by intensification or reduction, except in cases of fraud or gross error.

In applying the provision of this article, if there is doubt in interpreting the condition of exemption from the lessor's warranty against eviction or defect and the scope it covers, or in interpreting the condition of reducing or increasing this warranty, the doubt is interpreted in favor of the party bearing the burden of this condition in accordance with article (104); in the case of exemption or reduction, the doubt is interpreted in favor of the lessee, and in the case of increase, it is interpreted in favor of the lessor.

Explanation of Article 428

The article establishes the validity of selling the leased property, transferring its ownership to the buyer subject to the lease contract, and the rights and obligations between the lessor and the lessee transfer to the new owner. This transfer does not mean that the lease contract creates a real right for the lessee in the leased property; rather, it stems from the principle of succession in personal rights as established by paragraph (2) of Article (98), which states: (If the contract creates personal obligations and rights related to an item that later transfers to a specific successor, these obligations and rights transfer to him at the time that item transfers if they are necessary for it and the specific successor is aware of them at the time that item transfers to him). Thus, the lease contract issued by the owner created personal rights and obligations related to the leased property, and the obligations can be considered as defining the leased property and the rights as complementing it; so if the ownership of the leased property transfers to the buyer, the rights and obligations arising from the lease contract transfer with it. Similar to sale, other reasons for the transfer of ownership, such as gifts, inheritance, and wills, also apply. The lease is not enforceable against the new owner unless the lease contract predates the transfer of ownership of the leased property. The validity of selling the leased property does not require the lessee's knowledge of the sale or their consent to it, nor does it require the buyer's knowledge of the lease contract. However, if the buyer is unaware of the lease contract, they have the right to revert to the seller for warranty of entitlement, as stipulated in the sale contract, because the buyer owns the sold item and its benefits. If it becomes apparent that the benefits of the sold item are entitled to another party by a contract preceding the sale contract, they have the right to revert for warranty of entitlement.

Explanation of Article 429

The article addresses the first obligation of the tenant, which is the obligation to pay the rent. The first paragraph of the article stipulates the tenant's obligation to pay the rent on time, and the timing of rent payment is determined in the following order:

First: If there is an agreement between the contracting parties on the timing of rent payment, the tenant is obligated to pay it at those times. The agreement on the timing of rent payment may be explicit or implicit, inferred from the circumstances of the contract, such as when the dealings between the contracting parties or customary practice dictate payment at certain times.

Second: If there is no explicit or implicit agreement on the timing of rent payment, and the lease is divided into time periods, the tenant is obligated to pay the rent at the beginning of each time period. For example, if the lease is for three years and the rent is one hundred thousand riyals annually, the tenant is obligated to pay the rent for each time period at its beginning.

Third: If there is no explicit or implicit agreement on the timing of rent payment, and the lease is not divided into time periods, the tenant is obligated to pay the rent upon the delivery of the leased property. The justification for deviating from the general rule established in paragraph (1) of article (275), which requires immediate fulfillment of the obligation as soon as it is incurred by the debtor, is the nature of the lease contract, where the rent corresponds to the benefit and is collected gradually. The system does not allow the rent to be deferred until the end of the term in the absence of an agreement, because the complete enjoyment of the benefit is what is delayed. Otherwise, the tenant begins to enjoy the benefit from the time the leased property is delivered to him in a manner that allows him to benefit from it, thus obligating him to pay the rent from that time.

The second paragraph stipulates that the landlord is not entitled to rent for the lease period during which he delayed delivering the leased property, because the rent corresponds to the benefit. If the landlord does not enable the tenant to benefit, the rent is waived to the extent that the benefit is reduced. An exception to this is if the delay is due to the tenant, such as if the tenant delays in performing the actions necessary for delivery, in which case the landlord is entitled to rent for that period.

Explanation of Article 430

The article addresses the tenant's obligation to maintain the leased property; the first paragraph establishes the standard of care required from him. The tenant is obliged to maintain the leased property with the care of an ordinary person. The standard here is an objective one linked to the care of an ordinary person, not to the care of a person in their own affairs. Therefore, if a person is extremely cautious, the required care is reduced to that of an ordinary person, and if a person is negligent in their own affairs, they are required to increase their care to the level of an ordinary person. For instance, someone who rents a house is required to take the usual precautions to protect it from damage, and someone who rents a car is required to take the usual precautions to protect it from damage or theft.

The obligation to maintain the leased property is an obligation of diligence, not of achieving a result. Hence, the second paragraph stipulates the tenant's obligation to compensate the landlord for damages to the leased property if they result from the tenant's transgression or negligence, as he failed in his obligation to exercise the care of an ordinary person in maintaining the leased property.

The ruling is the same whether there is one tenant or more. If there is one tenant, he is obliged to compensate the landlord for damages resulting from his transgression or negligence. If there are multiple tenants, each one is obliged to compensate for damages resulting from his transgression or negligence.

The ruling established in this article is merely an application of what is stated in Article (16), which provides: "If what is required of the debtor is to maintain the thing, manage it, or exercise caution in fulfilling his obligation, he has fulfilled the obligation if he exercises the care of an ordinary person in its execution, even if the intended purpose is not achieved, unless the system provides otherwise. However, if what is required is to achieve a result, fulfillment is not considered to have occurred unless that result is achieved."

The tenant's responsibility for maintaining the leased property is not limited to himself but extends to his subordinates, just as the landlord's obligation not to personally interfere or allow any of his subordinates to interfere with the tenant. It is said here, as it was said there, that the concept of subordination in this responsibility—which is a contractual responsibility—is broader than in tort liability, as it includes anyone whose connection to the tenant enabled them to harm the leased property, such as the tenant's household members who live with him, his servants, workers, guests, and the like. It is not necessary for the subordinate's harmful act to have occurred during the performance of his work; any harmful act committed by the subordinate under this broad concept makes the tenant contractually liable for it.

Explanation of Article 431

The paragraph establishes an obligation on the lessee regarding the use of the leased property; if the contracting parties specify the intended benefit of the lease in the contract, the lessee is obliged to use the leased property within the limits of that benefit. However, if they leave the contract open without specifying the intended benefit, the lessee is obliged to use the leased property according to what it was prepared for. For example, someone who rents a house for a family to live in cannot house two families in it, and someone who rents a car intended for riding cannot use it to transport equipment, and someone who rents a car intended for transporting light equipment cannot use it to transport heavy equipment.

If the lessee breaches their obligation to use the leased property as agreed in the contract, or uses the property for purposes other than what it was intended for, they bear the responsibility resulting from the breach of obligation according to general rules. The lessor has the right to request specific performance, by stopping the lessee from using the property in an unauthorized manner if possible. The lessor may also request the termination of the contract if the damage caused to the lessor or the leased property is severe enough to justify termination, with the assessment of this left to the court.

In all cases, the lessor has the right to request compensation for the damage suffered due to the lessee's breach of obligation.

Explanation of Article 432

The article stipulates the tenant's obligation not to make any changes to the leased property without the landlord's permission. The change here refers to physical alterations, such as opening new windows in the house, closing them, or constructing new rooms. An exception to the prohibition set by the article is if the change is necessary for repairs to the leased property and does not cause harm to it. Repairs refer to those other than essential repairs that the landlord is obliged to perform, such as beneficial repairs to the leased property and repairs of defects not guaranteed by the landlord, as if the tenant was aware of them at the time of the contract.

The absence of harm justifying the change does not only pertain to damage to the leased property at the time of the change; rather, what the tenant has done must be removable without causing damage to the leased property after its removal. The tenant is required to restore the leased property to its original state after the lease term ends if the landlord requests it, and this usually applies to items that can be easily disassembled and reassembled.

If the change meets the mentioned criteria, the change does not require the landlord's permission, such as if the tenant places adhesive tiles over damaged tiles that can be removed, or replaces transparent glass with opaque glass that can be restored to its original state without damage after the lease term ends, or installs a wooden partition to divide a large room, and similar actions. The burden of proof that this change is not harmful to the leased property falls on the tenant.

If the landlord stipulates that the tenant must not make any changes to the leased property, the tenant is not allowed to make any changes without the landlord's permission, even if the change is necessary for beneficial repairs to the leased property and does not cause harm to it.

The article indicates that the tenant may make changes to the leased property even if the mentioned criteria are not met, provided the landlord permits it, whether with explicit or implicit permission.

Explanation of Article 433

The article stipulates the tenant's obligation for maintenance that customarily falls under the tenant's responsibilities, such as minor maintenance of household sanitary tools, water taps, air conditioning units, lighting, locks, keys, and similar items. The tenant is obliged to carry out maintenance as dictated by custom, even if it is proven to result from normal use. However, the tenant can be relieved of this obligation if it is proven that the maintenance is due to force majeure or a defect in the leased property, in which case the landlord is responsible, as it is necessary for the enjoyment of the leased property.

Reference is made to the explanation of Article (419), which distinguishes between "routine maintenance" and "necessary repairs." Routine maintenance refers to minor repairs required by the normal use of the leased property, determined by custom, and is the tenant's responsibility. Necessary repairs are essential for keeping the leased property fit for use, including repairs needed to preserve the leased property and those necessary for its use, and these are the landlord's responsibility.

If there is doubt about whether a type of work is routine maintenance, which the tenant is responsible for, or necessary repairs, which the landlord is responsible for, the doubt is interpreted in favor of the tenant. The default is that the landlord performs everything necessary to keep the leased property fit for use, except for routine maintenance, as it is minor and borne by the tenant; thus, routine maintenance is an exception, and exceptions are not expanded upon.

If the tenant fails to perform routine maintenance of the leased property, general rules on breach of obligation apply. The landlord may request specific performance or contract termination, and the court may assess the termination request, which is rarely accepted, as failure to perform this maintenance usually does not cause harm to the landlord justifying termination. The harm is typically on the tenant for not fully enjoying the leased property. The landlord may always seek compensation for damages caused by the tenant's breach of obligation, including maintenance costs if the tenant does not perform them, and any damage to the leased property due to untimely execution. The tenant cannot reclaim the compensation amount even if it is proven that the landlord did not use it for maintenance after the lease ended, as there may be no need for it.

The end of the article clarifies that the tenant's obligation for routine maintenance is not a matter of public order; it is permissible to agree to reduce this responsibility by exempting the tenant from routine maintenance if it results from normal use, for example, or by exempting them entirely, even if it arises from their fault. However, the exemption should not cover cases of fraud or gross negligence. It is also permissible to agree that the tenant bears routine maintenance even if it arises from force majeure.

What the article contains is merely an application of the general rules established in Articles (173) and (174), allowing for the modification of contractual liability provisions except in cases of fraud or gross negligence.

In applying this condition, if there is doubt in interpreting the exemption clause from the tenant's obligation for routine maintenance, or in interpreting the clause reducing or increasing this obligation, the doubt is interpreted in favor of the party bearing the burden of this condition, in accordance with Article (104). In cases of exemption or reduction, the doubt is interpreted in favor of the landlord, and in cases of increase, it is interpreted in favor of the tenant.

Explanation of Article 434

The article addresses the tenant's obligation not to prevent the landlord from carrying out necessary repairs to preserve the leased property; because these repairs, as previously explained in Article (419), require urgency; they are an obligation on the landlord and at the same time considered a right for him to preserve his property, as delaying them exposes the leased property to destruction or damage. Examples of such repairs include fixing a leaning wall, strengthening a weak foundation, or stopping a water leak that threatens the building's safety, and so on.

As for the necessary repairs for the utilization of the leased property, if they are not necessary for its preservation, such as fixing a malfunction in the elevator or the garage door, and so on; these are the tenant's right, who can require the landlord to perform them, but they are not an obligation on him; the tenant can prevent the landlord from carrying them out during the lease term as long as they are not necessary to prevent damage to the leased property if delayed.

The first paragraph establishes the tenant's obligation not to prevent the landlord from carrying out necessary repairs when two conditions are met: The first condition: These repairs must be necessary for the preservation of the leased property, and this description does not apply to repairs even if they are necessary for the utilization of the leased property if they can be postponed until after the lease term without posing a threat to the leased property. The burden of proving that these repairs are necessary for the preservation of the leased property lies with the landlord.

The second condition: The landlord must inform the tenant before starting them within a reasonable period.

Once these two conditions are met, the landlord is allowed to carry out these works even with the tenant's opposition, even if it leads to vacating the leased property or part of it. The landlord must exercise due diligence and practice this right in good faith without abuse; choosing the easiest way to carry them out, and only taking the necessary time without delay, to cause the tenant the least possible harm.

The second paragraph states that if the landlord is allowed to carry out necessary repairs to preserve the leased property, the tenant has the right to request termination or reduction of the rent in proportion to the decrease in utilization; because a decrease in utilization corresponds to a decrease in rent. The general rules of judicial termination apply to the request for termination; the court may reject the request for termination if the decrease in utilization is not substantial as determined by Article (107).

The tenant is not entitled to request compensation for damage due to decreased utilization unless these repairs are due to the landlord's fault or negligence, such as if they result from damage caused by him or take longer than necessary.

Explanation of Article 435

The article stipulates the tenant's obligation—upon the termination of the lease contract—to return the leased property in the condition in which it was received at the beginning of the lease contract. This requires returning the same leased property that the tenant received; the tenant is not allowed to return something else to the landlord without their consent, even if it is better than the leased property. It also requires returning everything received from the leased property and its attachments, in the condition and attributes in which they were received. If the condition of the leased property at the time of return differs from its condition at the time of receipt, the tenant is considered to have breached their obligation, except for changes in the condition of the leased property that are necessitated by normal use.

This obligation necessitates knowing the condition of the leased property at the time of receipt, and the burden of proof lies with the tenant; they must prove at the time of return that its condition is the same as at the time of receipt. It is presumed—if the tenant does not prove otherwise—that the tenant received the leased property in good condition. The justification for this presumption is that the landlord is obligated, according to Article (416), to deliver the leased property in a condition suitable for fully obtaining the intended benefit. If the tenant received it in a lesser condition, it would have been easy for them to prove it, either by a receipt report or by describing it at the contract; if they did not do so, it is considered evidence that they received the leased property in good condition, and this presumption is rebuttable by any means of proof.

If the condition of the leased property at the time of return differs from its condition at the time of receipt, either because it differs from the condition recorded at the time of receipt or because the tenant could not prove that they received the leased property in an unsound condition, the responsibility falls on the tenant. If the leased property at the time of return has changed due to destruction, damage, or defect, such as the tenant returning the leased property with broken windows, they are considered to have breached their obligation. This obligation is related to their obligation to preserve the leased property, which is an obligation to exercise care. Therefore, the tenant can avoid responsibility if they prove that they exercised the care of an ordinary person in preserving the leased property or prove that this change is due to normal use. If they cannot prove that they exercised the care of an ordinary person or that the change is due to normal use, or if the landlord proves that the tenant did not exercise the care of an ordinary person, the tenant has another way to avoid responsibility by proving that the change occurred due to a cause beyond their control, such as force majeure or the age of the leased property, as if they proved that the glass broke due to cold weather.

It should be noted that the obligation to return the leased property in the condition in which it was received actually includes two obligations: the obligation to return the leased property itself and the obligation to return it in the condition in which it was received. The second obligation exempts the tenant from responsibility, as mentioned earlier—if they prove that they exercised the care of an ordinary person or that the change is due to normal use or proved the foreign cause; because this obligation is an obligation to exercise care. As for the first obligation, which is to return the leased property itself, it is an obligation to achieve a result; if the leased property is returned without some of its attachments, or if the leased property is movable and lost, the responsibility falls on the tenant, and they cannot avoid it by proving that they exercised the care of an ordinary person or that they used it in the usual manner; rather, they must prove the foreign cause, as with any obligation to deliver or return, according to general rules.

The return of the leased property, if it is specified by itself, should be in the place where it is located at the time of the contract's conclusion, and if it is specified by type, then in the place of the contract's conclusion, unless there is an agreement to the contrary; applying the general rule established in Article (277).

The second paragraph clarified the penalty resulting from the tenant's delay in returning the leased property, which is that they bear compensation consisting of two parts: First: The equivalent rent for the period between the end of the lease contract and the time of return, which may be the same as the rent estimated in the contract or less or more, and it is paid as compensation and not as rent in the contract. Second: Compensation to the landlord for the damage incurred due to the tenant's delay in returning, such as the expenses of the claim incurred by the landlord in demanding the tenant to return.

Explanation of Article 436

The article completes the provisions regarding the return of the leased property. After Article (435) stipulated the obligation to return the leased property in the condition in which the lessee received it, this article clarifies the ruling on what the lessee has constructed or planted on the leased property. There are two scenarios:

The first scenario: There is an explicit or implicit agreement between the lessor and the lessee regarding the ownership of the construction or planting made by the lessee after the lease contract ends; this agreement must be adhered to, whether the construction or planting benefits the leased property or the lessee. For example, if it is agreed or customary for the lessee to leave what they have constructed for the lessor without compensation, or for the lessor to compensate them for its value upon return.

Article (433) indicates that one form of implicit agreement is when the lessor permits the lessee to construct or plant for the benefit of the leased property, which aligns with the general desires of lessees and not for the lessee's benefit. This is considered an implicit authorization from the lessor to the lessee for construction or planting, and the lessee then has the right to own the planting or construction, even if they did not stipulate compensation from the lessor, as long as the leased property is not damaged. If the lessor required the lessee to remove what they constructed after the lease contract ends, what the lessee constructed or planted becomes the property of the lessor, and the lessee cannot remove it after the lease contract ends, nor can the lessor compel the lessee to remove it.

The second scenario: There is no explicit or implicit agreement between them regarding the ownership of the construction or planting after the lease contract ends. The lessee constructs or plants with or without the lessor's permission for their personal benefit and not for the benefit of the leased property, without any agreement on the retention of what was constructed after the lease contract ends. For example, if a commercial premises lessee divides it according to the nature of their activity, the lessor's permission in this case is not considered implicit consent for the retention of what was constructed after the lease contract ends, because this construction or planting aligns with the lessee's personal benefit and not with the general desires of lessees, which is evidence that the lessor did not intend for this permission to mean the retention of the construction or planting, as long as there is no explicit or implicit agreement indicating that.

This scenario also applies if the lessee constructs or plants for the benefit of the leased property without the lessor's permission; the reason being that the lessee is obligated to return the leased property in the condition in which they received it. If they construct or plant without the lessor's permission, they have breached this obligation.

The first paragraph of the article decided the ruling for this second scenario; if there is no explicit or implicit agreement between the contracting parties on the retention of what the lessee constructed or planted,

the lessor has the right at the end of the lease contract to choose one of two options:

The first option: To request the removal of the construction or planting made by the lessee at their expense, with compensation if warranted, such as if the construction or planting caused damage to the leased property.

The second option: To retain the construction or planting, and pay the lessee compensation equal to the lesser of two values:

A- Its value subject to removal, which is the value minus demolition costs, because they have the right to request its removal, so they can retain it at its value subject to removal.

B- The value of the increase that occurred in the leased property due to the construction or planting.

It is noted here that the compensation the lessee is obligated to pay is not based on the rules of unjust enrichment; the rules of unjust enrichment do not apply, as the lessor must pay the lesser of the two values: the value of what they enriched, which is the value in paragraph (B), and the value of what the lessee spent, which includes the cost of materials and labor, which is higher than the value in paragraph (A).

The reason for deviating from the rules of unjust enrichment is that the lessee is obligated to return the leased property in the condition in which they received it; if they obtained explicit or implicit consent from the lessor to retain the construction or planting, they have returned to the system, breaching their obligation, and are thus treated as a bad faith improver for what they retained after the lease contract ends.

The second paragraph decided the lessor's right to request the removal of the construction or planting if its retention causes damage to the leased property, even if the lessor objects to that removal because it is their property, and the owner is not prevented from their property as long as it does not harm others.

What the article contains is consistent with what the general rule of accession stipulated in Article (650).

Explanation of Article 437

The article addresses the ruling on subleasing and the ruling on the tenant's assignment of the lease contract to others. The difference between them is that in subleasing, there are two independent contracts: the original lease contract between the landlord and the tenant, and the sublease contract between the original tenant and another tenant. The relationship between the original tenant and the subtenant is determined by the sublease contract, which may differ from the original contract in terms of duration, rent amount, or contract terms. The rights and obligations under both contracts—the original lease and the sublease—remain in effect between their respective parties.

As for the assignment of the contract, there is only one contract, which is the original lease contract between the landlord and the tenant. The tenant assigns their rights and obligations in this contract to the assignee, and these rights and obligations become between the landlord and the new tenant (assignee).

The default is the permissibility of subleasing and the permissibility of assigning the contract to others, whether the assignment is for consideration or without consideration.

The article stipulates that the tenant may not sublease the leased property or assign the lease contract to others without the landlord's consent, whether by prior permission for the transaction or subsequent approval. This is because, although the lease contract is not fundamentally based on personal consideration, the tenant's identity is often taken into account. For practical reasons, the system has moved to restrict the tenant's rights in this regard while expanding the scope of consent as will be explained. The rule established in the article is merely supplementary to the contracting parties' intent in the absence of any indication to the contrary. If it becomes clear from the circumstances of the contract that the landlord has waived this right and the tenant's identity was not considered at the time of contracting, the landlord's right to prevent is forfeited.

The general permission in the article indicates that the landlord's consent can be valid at the time of concluding the sublease or assignment contract, where the landlord is aware of the subtenant's or assignee's identity. It is also valid for the consent to be granted in advance at the time of the original lease contract or afterward in a subsequent agreement, even if the landlord is not aware of the subtenant's or assignee's identity at the time of consent. It is also valid for the consent to be a subsequent approval after the sublease or assignment contract is concluded, making the contract enforceable against the landlord not from the time of approval but from the time the contract was concluded.

There is no specific form required for the consent; it can be written or verbal, explicit or implicit, whether prior or subsequent to the transaction. Examples of prior implicit consent include when dealings between the contracting parties or a specific custom indicate that the landlord's failure to state a prohibitive condition at the time of contracting is evidence of consent. Examples of subsequent implicit consent include when a long period passes after the sublease or assignment contract with the landlord's knowledge without objection, or when the landlord accepts rent from the subtenant or assignee.

Consent can be implicit even if the landlord required it to be in writing, as the landlord may waive any condition stipulated in the contract. The requirement for writing is for proof, not for the validity of the consent, and the burden of proof lies with the tenant.

The scope of prohibition in the article does not include actions and transactions that do not constitute subleasing or assignment of the contract. It does not include cases where the tenant lends the leased property to others, houses a friend without them being a tenant, houses a relative or a follower instead, or brings in partners to exploit the leased property as long as they are not subtenants, unless there is a prohibitive condition against these actions.

The article ensures that the landlord is not abusive in exercising their right to prevent the tenant from subleasing or assigning the contract. Examples of abuse are stated in paragraph (2/b) of article (29): (If the benefit from exercising it—i.e., the right—does not correspond at all with the harm caused to others). If the tenant has a need for subleasing or assigning the contract, and it is evident that the landlord has no interest in preventing the tenant from doing so and is only insisting on this right out of obstinacy, and there is no prohibitive condition between them, the court may, at its discretion, prevent the landlord from abusing their right and authorize the tenant to sublease or assign as long as they are jointly liable with the assignee in their obligation as determined by article (256).

The article's provision that subleasing or assignment is subject to permission and approval indicates that the prohibition is not of public order, and the penalty for violation is not nullity, as a void contract cannot be ratified. Instead, the tenant is considered in breach of their contractual obligation, and general rules apply. The landlord may seek specific performance by requesting the subtenant or assignee to vacate the leased property, or the landlord may request the termination of the original contract with the original tenant. Judicial termination rules apply, and the court may, at its discretion, refuse the termination request and suffice with obligating the subtenant or assignee to vacate the property if the breach does not warrant termination. However, if the original contract contains a resolutory condition, the court cannot refuse the termination request, as the resolutory condition must be enforced, and the court's authority is limited to verifying the occurrence of the condition upon which termination is contingent.

Whether the landlord seeks specific performance or termination, they may claim compensation from the tenant for damages resulting from the breach of their obligation.

Explanation of Article 438

When Article (437) decided on the permissibility of the tenant subletting or assigning the lease contract if it was with the landlord's permission or approval, this article came to restrict the actions of the tenant authorized to sublet or assign with the limits of the benefit he has under the original lease contract, in terms of type and duration. The tenant authorized to sublet may not lease to another what exceeds the limits of the type of benefit or its duration. For example, someone who rents a property for personal residence for a year cannot sublet it as hotel apartments, as this exceeds the agreed type of benefit. Similarly, he cannot lease it to others for personal residence for more than a year, as it exceeds the benefit limits in terms of time.

If the tenant violates and enters into a sublease contract or assigns the contract to others beyond the agreed type of benefit with the landlord, the tenant is considered in breach of his obligation, and general rules apply. The landlord may request specific performance by asking for the eviction of the subtenant or the assignee from the leased property. The landlord may also request the termination of the original contract concluded between him and the original tenant, and the rules of judicial termination apply. The court, at its discretion, may refuse the termination request and suffice with obligating the subtenant or the assignee to vacate the leased property if the breach does not warrant termination.

If the tenant enters into a sublease contract that exceeds the duration of the original contract, the sublease contract does not take effect for the excess period against the landlord unless he approves it. The lease for the excess period approved by the landlord is considered an independent lease from the sublease contract, concluded directly between the landlord and the subtenant.

Explanation of Article 439

The article addresses the effect of the lessee's assignment of the lease contract to another party, which is that the assignee lessee replaces the assignor lessee in all rights and obligations arising under the assigned lease contract. This is because if the assignor lessee assigns the lease contract to another, his status in the assigned contract, along with his rights and obligations, is transferred, thus establishing the relationship between the assignor's lessor and the assignee lessee.

By assigning the lease contract, the assignor lessee transfers his rights against the assignor's lessor; he is no longer a creditor for the delivery of the leased property, nor for necessary repairs, nor for protection against eviction, nor for the warranty of hidden defects. The creditor of these rights becomes the assignee lessee. The assignor lessee also transfers his obligations towards the assignor's lessor; he is no longer a debtor for paying the rent, maintaining the leased property, performing usual maintenance, using it in the customary manner, or returning it. The debtor of these obligations becomes the assignee lessee.

It should be noted, as stated in Article (256) of the general rules, that if the assignor's lessor agrees to the assignment, the assignor is discharged towards the assignor's lessor concerning the future. However, the obligations that preceded the assignment are not discharged for the assignor lessee, such as the rent for the period before the assignment and any compensations due to the lessor for the lessee's breach of any of his obligations before the assignment.

According to the general rules in Article (257), the assignment of the lease contract results in the assignee lessee being able to invoke defenses related to the debt against the assignor's lessor, such as the defense of debt extinction, nullity, or rescission. However, the assignee lessee cannot invoke defenses specific to the person of the assignor lessee, such as the defense of set-off or merger.

Conversely, the assignor's lessor may invoke all defenses against the assignee lessee that he could have invoked against the assignor lessee. The reason for this is that the assignment of the contract involves the transfer of its provisions and implications between the creditor and the debtor, along with their attributes and defenses.

Explanation of Article 440

The first paragraph of the article stipulates that the lease contract ends upon the expiration of its specified term in the contract, except when the contracting parties agree on its automatic renewal; in such a case, the contract is considered renewed after the specified term has expired. For example, if a person rents out his house to another for a year and the contracting parties agree on its automatic renewal, the contract does not end at the end of the first year but renews automatically.

In practical reality, it is common to agree that the contract renews automatically unless one party notifies the other of their unwillingness to renew a specified period before the contract ends, such as a month or similar. If one party delays notifying the other of their unwillingness to renew until after the specified period has passed, the contract is considered renewed for them after the existing contract ends, and they are bound by the new contract.

Since the first paragraph determined the time of the lease contract's termination, the second and third paragraphs address the rules for the tenant's continued use of the leased property after the lease contract ends. The second paragraph states that if the tenant's continued use of the leased property after the term ends is based on the explicit consent of the landlord, such as when the tenant requests to continue using the leased property after the contract ends and the landlord explicitly agrees, or if the tenant's continued use is with the landlord's implicit consent, such as when the lease contract ends and the tenant remains in possession of the leased property with the intention of renewal without objection from the landlord, knowing this, in these two cases of explicit and implicit consent, the contract is considered renewed with its conditions and guarantees established in the original contract.

For example, if the landlord or tenant had provided an official or possessory mortgage in the original contract, this mortgage transfers to the renewed contract. However, the term of the new contract is not the same as the first contract; instead, the rules of a lease contract without an agreed term apply as outlined in Article (413). If the rent is for a specified time unit, the new lease contract is considered concluded until the end of that time unit; otherwise, the lease term in the new contract is determined according to custom and contract circumstances.

Exempt from the transfer of guarantees are those provided by third parties; for instance, if the landlord or tenant provided a personal or real guarantor to secure their obligations in the original contract, these guarantees do not transfer to the renewed contract without the consent of the provider; the new contract does not impose an obligation on a third party without their consent.

The third paragraph addresses the ruling if the contract is not renewed according to the first and second paragraphs and the landlord requested a specific increase in the rent specified in the original contract, such as if the rent was sixty thousand riyals annually and the landlord requested it to be seventy thousand riyals annually, and the tenant continued to possess the leased property after the contract ended without objecting to that increase. The tenant's lack of objection, along with their continued possession of the leased property, is considered implicit acceptance of renewing the contract with its original conditions and that increase, binding them to that increase in a new contract with the original contract's conditions and guarantees, except for guarantees provided by third parties. The new contract term begins from the end of the original contract, and its duration is determined as previously stated in Article (413). However, if the tenant objects to the rent, the contract is not renewed even if they continue to possess the leased property, and their possession in this case is considered an infringement on the landlord's rights, as the tenant is obligated to return the leased property. If they do not return it, they are liable for the equivalent rent for the period from the contract's end until the leased property is returned and must compensate the landlord for any damage caused by the delay in return, in accordance with Article (435).

Explanation of Article 441

The article addresses the effect of the death of one of the contracting parties on the lease contract; the first paragraph states that the lease contract does not terminate upon the death of one of the contracting parties, which necessitates the transfer of rights and obligations arising from the contract to the heirs, as the lease contract is not originally based on personal consideration.

If the deceased is the lessor, the lessee remains obligated to pay the rent to the heirs, and the rent is divided among them according to each one's share in the inheritance. Conversely, the heirs, upon the death of their predecessor, become obligated to fulfill all the lessor's obligations within the limits of the estate. These obligations are divided among them according to each one's share in the inheritance, such as compensation arising from guarantees. However, obligations that are indivisible, such as the obligation to deliver and the obligation to guarantee eviction, remain undivided among them and are subject to the general rules of indivisible obligations.

If the deceased is the lessee, the heirs are obligated to the lessor to pay the rent within the limits of the estate, and the rent is divided among them according to each one's share in the inheritance. The same applies to other divisible obligations. Conversely, the heirs are entitled to receive the lessee's rights from the lessor, each according to their share in the inheritance, except for what is indivisible.

The aforementioned is the general rule regarding the termination of the lease contract upon the death of one of its parties; however, the article exempts several cases where the heirs may request termination upon the death of the lessee or lessor, which are:

The first case: If the lessee's heirs prove that the burdens of the contract have become, due to the death of their predecessor, heavier than their resources from the estate can bear, or that the contract exceeds their needs, such as if the predecessor had rented a house at a high rent due to their social status and then died, leaving the heirs without need for the house and unable to pay its rent after the loss of their predecessor's income, especially if the rent consumes a significant portion of what they inherited. In this case, the heirs may request the court to terminate the contract, provided that this is done within a reasonable period from the death of their predecessor.

It is not required for both conditions to be met, either the burdens being heavier than their resources can bear or exceeding their needs; it suffices for one of them to be realized.

The second case: If the lessee's heirs prove that the contract was concluded based on considerations related to their predecessor's person, such as if a lawyer rented an office or a doctor rented a clinic and then died, in these cases, the heirs may apply to the court to terminate the contract, provided that they apply within a reasonable period from the death of their predecessor.

The determination of the reasonable period in both cases is subject to custom and circumstances.

The third case: If the lessor rented the leased property only for a special consideration related to the lessee, such as renting agricultural land to a skilled agricultural engineer who was to improve it and then the lessee died, the lessor may request the court to terminate the contract.

Explanation of Article 442

The article establishes the right of each contracting party to approach the court to request the termination of a lease contract if an unforeseen excuse related to them occurs; for example, if a tenant of a house for a year works in a city and a decision is issued to transfer them to another city after two months from the start of the lease contract.

The termination of the lease contract due to an unforeseen excuse, as stipulated by the article, requires three conditions:

The first condition: The existence of the excuse, which refers to an event that makes fulfilling the obligation burdensome, not impossible; if an event occurs that makes fulfilling the obligation impossible due to a reason beyond the control of the contracting party, the contract is terminated automatically without compensation, according to the general rule of impossibility of performance stipulated in Article (110). This excludes situations where an event occurs due to the act of the contracting party, which is not considered an excuse; for example, if a person retires from their job by choice and wishes to move to another city.

The second condition: The excuse must be unforeseen, meaning it should not be something a typical person could anticipate. What can be anticipated is not considered unforeseen; for instance, a tenant's loss in their business does not entitle them to terminate the lease of a commercial property.

The third condition: The excuse must be related to the contracting party, meaning it is not a general exceptional event, as general exceptional events are governed by Article (97).

If the court responds to the contracting party's request to terminate the contract, they are required to compensate the other contracting party for the damages incurred due to this termination. If the landlord is the one requesting the termination and their request is granted, the tenant has the right to retain the leased property until they receive compensation for the damage caused by the termination or obtain sufficient security to cover the compensation.

The general rules of compensation for damage apply to compensation for terminating the contract due to an unforeseen excuse; compensation includes the loss incurred by the other contracting party due to the termination and the profit lost from the contract that was terminated, to the extent that it could not be avoided by exerting reasonable effort as required by the circumstances from a typical person.

If the lease contract is terminated, the termination does not have a retroactive effect because the lease is a time-based contract; the terms and conditions of the contract and its rent apply until the termination, and the rules of compensation for the damage incurred by the contracting party due to the termination of the contract before its term ends apply.

Explanation of Article 443

The article stipulates the validity of leasing land for agriculture, and the general rules apply to the lease contract; thus, the subject matter of the contract must be inherently possible, not contrary to public order, and specified or capable of being specified. The article clarified that the condition of specifying the subject matter is fulfilled by specifying the leased land, and it is not necessary to specify what is to be planted on it; therefore, leasing land for agriculture is valid whether the contracting parties agree on what is to be planted on it, in which case the lessee is required to adhere to this condition, or the contract can be absolute without specifying what is to be planted on it; in this case, the lessee is free to plant whatever they wish.

Explanation of Article 444

The article stipulates the nullity of a land lease contract for agriculture if the lease contract is immediate, meaning it starts from the date of the contract, and the land at the time of the contract is occupied with crops belonging to someone other than the lessee, and the time for its harvest has not yet come, and the occupation of the land with the crops is rightful. The reason for the nullity is the failure of the condition of the validity of the subject matter, which is that it must be possible in itself; thus, the subject matter of the lessor's obligation in this case is inherently impossible, as he cannot enable the lessee to cultivate the land as long as it is occupied with the crops of others. However, if the crops have reached the time of harvest, or were planted without right, then the contract is valid and the owner of the crops is obliged to remove them.

Explanation of Article 445

When Article (444) decided the invalidity of leasing land for agriculture as an immediate lease if it was occupied with crops belonging to someone other than the lessee and the harvest had not yet been completed and was planted rightfully, this article came to establish the validity of leasing land occupied with crops as a lease deferred to a time when the land would be free of crops. For instance, if the land was occupied with crops belonging to someone other than the lessee and was planted rightfully, and the harvest time would occur three months after the contract; then the contract is valid in this case. The provisions of the obligation deferred to a term specified in Article (204) apply to the contract in this situation.

Explanation of Article 446

The article addresses what is included in the lease of land for agriculture; it stipulates that if a person leases land for agriculture, the lease includes the appurtenances of the agricultural land, such as easement rights, like the right of passage, drainage, and watercourse, and what is permanently attached to it, such as unripe crops, pumps, greenhouses, and everything customarily considered as its appendages. The contract does not include tools like sickles, axes, and sieves, nor agricultural machinery like plows and harvesters, nor anything not permanently attached to the land, such as a parked vehicle; these items are not included in the lease contract unless there is an explicit or implicit agreement to that effect. An implicit agreement may be established if it is customary for the lease to include them.

Explanation of Article 447

The article establishes the tenant's right to cultivate the land for agriculture throughout all seasons of the year, in the event that the type and kind of crops are not specified in the contract, even if it harms the land. The article implies that if the contract specifies a certain type or types of crops that are only planted in specific seasons of the year, this indicates the contracting parties' intention for cultivation to occur in those seasons only; therefore, the tenant is not permitted to plant other types in other seasons of the year.

Explanation of Article 448

The article establishes the tenant's right to remain on the land for agriculture after the contract period ends until the harvest is completed, in the event that the lease period ends before the harvest time, provided that the delay in the harvest is due to an external reason beyond the tenant's control. In this case, the tenant must pay the equivalent rent for the period they remained. The implication of the article is that if the lease period expires before the harvest time and this is due to the tenant, such as if they delayed planting, resulting in a delayed harvest, the landlord is not obliged to allow them to remain on the land.

Explanation of Article 449

The lease contract of land for agriculture does not differ in general from other lease contracts in terms of the obligations of the contracting parties; the lessor is obliged to deliver the land suitable for deriving the intended benefit from it and to enable the lessee to do so throughout the lease term, and to carry out necessary repairs and ensure protection against disturbance, and to guarantee against hidden defects. In return, the lessee is obliged to pay the rent, maintain the leased property as a prudent person would, use the land in the usual manner, and perform regular maintenance.

The article addresses matters related to repairs and maintenance in the lease of land for agriculture and who among the contracting parties is responsible for them. The first paragraph stipulates the lessor's obligation to carry out repairs necessary for enabling the lessee to exploit the land; such as performing necessary repairs in existing buildings, like workers' buildings, and repairing substantial damages in water tanks and the like.

The second paragraph stipulates the lessee's obligation to perform maintenance required for exploiting the land, such as maintaining wells, water channels, drainage systems, and roads. If the lease contract of land for agriculture includes tools and agricultural machinery, the lessee is obliged to perform regular maintenance of these tools and machinery according to customary practice and to use them in the usual manner according to custom.

The third paragraph clarifies that what is stipulated in paragraphs (1) and (2) are supplementary rules to the will of the contracting parties in the absence of an agreement between the lessor and lessee to the contrary, and it is not part of public order; if there is an explicit or implicit agreement to specify the types of repairs and maintenance that the lessor or lessee is responsible for contrary to what is stipulated in the article, it must be adhered to. An implicit agreement could be that custom or the dealings of the contracting parties differ from what is stipulated in the article, and what custom or the usual dealings of the contracting parties dictate should be followed.

The permissibility of agreeing to amend the obligations of the contracting parties is consistent with the general rules stipulated in articles (173) and (174) allowing for the amendment of contractual liability provisions except in cases of fraud or gross error.

Explanation of Article 450

The first paragraph of the article establishes the tenant's right to approach the court to request the full waiver of rent in a land lease contract for agriculture if the crops are destroyed before harvest due to force majeure, such as rain, hail, or insects that devastate the crops. This is because the tenant does not derive the benefit of the land merely by producing the crops, but rather by harvesting them, and the rent corresponds to the benefit of the land, not the production of the land. Therefore, if the tenant does not harvest the crops and they are destroyed, he has not received the benefit.

The second paragraph establishes the tenant's right to approach the court to request a reduction in rent if some of the crops are destroyed due to force majeure, resulting in a significant decrease in the land's yield. The consideration here is the decrease in the land's yield, not the decrease in the quantity of crops. The tenant may have planted part of the land with fruit or flowers and the other part with ordinary crops. In this case, the destruction of all the ordinary crops may not significantly decrease the land's yield, whereas the destruction of half or a third of the fruit or flowers may cause a significant decrease in the land's yield.

The third paragraph provides an exception to the previous two paragraphs by establishing that the tenant is not entitled to request a waiver or reduction of rent as long as he can obtain compensation for the damage caused by the destruction of the crops from any source, such as insurance companies or governmental entities. The tenant's right is not waived unless the compensation fully covers the damage incurred. If the compensation is minimal and does not cover the damage, the tenant retains the right to request a reduction in rent to the extent that compensates for the damage incurred.

Explanation of Article 451

The article addressed the concept of the loan contract, which is one of the donation contracts intended for benevolence, where the lender does not receive compensation for the loaned item. This distinguishes the loan contract from the lease contract, as the loan contract, although it pertains to the benefit of the item like a lease contract, is executed without compensation, unlike the lease contract which is executed for a fee, thus making it a contract of exchange. The loan contract is similar to the lease contract in another aspect, as it is defined by a specific period after which the subject of the contract is returned to its owner, whether it is a lessor or a lender. Just as the loan contract is similar to the lease contract in some aspects and differs in others, it is also similar to the gift contract in one aspect, as it is a donation contract executed without compensation, and differs in another aspect, as it pertains to the benefit of the item while its essence remains in the ownership of the lender, unlike the gift where the donor transfers ownership of the gifted item to the donee, enabling them to benefit from it accordingly. The article clarified that the purpose of the loan contract is to enable the borrower to benefit from a non-consumable item, such as vehicles, equipment, and utensils. If the essence of the item is consumed, it cannot be loaned, such as money and food. The article explained the obligation of the lender in the loan contract, which is to enable the borrower to benefit from the loaned item through possession, whether the lender is the owner or a representative of the owner, such as an agent, guardian, or trustee, or has the right of usufruct, allowing them to loan the item for which they have the right of usufruct. The general rules established for the actions of each of these parties in the system apply to their actions concerning the loan. The lender may be the owner of the benefit of the loaned item even if they are not the owner of its essence. The article also clarified that the loan contract includes a specific duration or purpose, as addressed in Article (453), and it imposes an obligation on the borrower to return the loaned item after the specified duration or purpose ends. All general rules related to contracts apply to the loan contract, except those specific to the loan contract, such as its formation being contingent upon the possession of the loaned item, as explained in Article (452).

Explanation of Article 452

The article clarified the condition for the conclusion of a loan, which is the possession of the loaned item. There is no effect of the loan before possession, so the lender may retract the loan before possession. Once the borrower takes possession of the loaned item, the contract becomes binding on both parties, and all its effects and provisions, which will be mentioned in the following articles, apply. The ruling of this article is an exception to paragraph (2) of Article (94) of the system, which stated that the rights created by the contract are established immediately upon its conclusion without being contingent on possession or otherwise, unless a statutory text dictates otherwise. Thus, the text of this article specifies that paragraph, as is the case with gifts, loans, and deposits without charge. Possession is determined by the nature of each item, whether possession is by the borrower himself, his deputy, an agent for possession, or an intermediary. The article did not require delivery and receipt for possession; if the loaned item was already in the borrower's possession before the contract due to a lease, deposit, or otherwise, and the loan was concluded with the item remaining in the borrower's possession, this suffices for possession. The requirement of possession for the conclusion of the loan does not negate the need for the contract's pillars and substantive conditions, as outlined in the general rules.

Explanation of Article 453

In the definition of the loan contract in Article (451), it is stated that it can be for a specific period or for a specific purpose, meaning that the loan period may be explicitly determined by mentioning the duration or implicitly by specifying the purpose for which the loan was made. The first paragraph clarifies that if the loan contract specifies the loan period or the purpose for which the borrower borrowed the loaned item, the borrower is obliged to return the loaned item after the specified period ends or after the customary period for benefiting from the loaned item for that mentioned purpose ends, and is not obliged to return the loaned item before that.

For example, if a person borrows a car from another and a specific period is set for the loan, the borrower is obliged to return the car within that period. If a person borrows a book from another to benefit from it for researching a specific topic and the parties did not agree on a period for the loan to end, the period is determined by the customary duration for benefiting from the book for researching that topic according to the norms, in accordance with the general rule (custom is authoritative), and this is subject to the court's assessment.

The second paragraph of the article clarifies that if no period or purpose is specified for the loan, the borrower is obliged to return the loaned item upon the lender's request, considering that the contract is intended as a favor and benevolence from the lender's side, unless returning the loaned item upon the lender's request causes harm to the borrower. In such a case, the borrower may retain the loaned item until the customary period for borrowing that item ends. For instance, if a person lends a computer to another without agreeing on the period or purpose of the loan, and the borrower contracts with an entity to complete some research or designs using this computer for a reasonable period according to the customary borrowing of such a device, and then the lender requests the borrower to return the device, and returning the device would harm the borrower and prevent them from fulfilling their obligation towards that entity, the borrower may retain the device until the customary period for borrowing such a device ends.

The article also states that if the borrower exceeds the customary period for benefiting from the loaned item, they are liable for the equivalent rent for the period exceeding the customary benefit. The assessment of damage, its cessation, and the equivalent rent is left to the court, which is guided by customary norms, in accordance with the general rule: what is known by custom is like a stipulated condition.

Explanation of Article 454

The article addresses the lender's obligation to guarantee the entitlement of the lent item or its freedom from defects. It states that the lender does not guarantee the entitlement of the lent item, nor does he guarantee its freedom from defects, because the lender is a donor; thus, he cannot combine donation with guarantee. Therefore, he is not obligated to compensate the borrower for the reduction in the value of the lent item due to entitlement or defect. However, he is responsible for the damage caused by the entitlement or defect to the borrower in two cases: the first case is if the lender deliberately conceals the cause of entitlement or defect from the borrower. The second case is if the lender guarantees the borrower that the lent item is free from them. In these two cases, the lender guarantees the damage caused by the entitlement or defect to the borrower but does not guarantee the reduction in the lent item due to either of them. For example, if a person lends another a defective construction crane, the lender does not guarantee this defect. If the borrower uses it and the defect results in it falling on some of the borrower's properties and damaging them, the lender does not guarantee that damage unless he deliberately concealed the defect from the borrower or guaranteed him that the crane was free from defects. In these two cases, he is obligated to compensate the borrower for the damage to his properties due to the crane's fall, not for the defect of the crane itself. The rules of guarantee for entitlement and defect in the loan contract, like other contracts, are generally not part of public policy, and the general rules for amending the provisions of contractual liability stipulated in articles (173, 174) apply, allowing for the agreement to amend the provisions of contractual liability except in cases of fraud or gross error. It is permissible to agree to increase the lender's guarantee, for example, by agreeing that the lender's guarantee for entitlement or defect is not limited to the damage caused by either but includes the reduction in the value of the lent item due to entitlement or defect, or that he is obligated to replace it.

Explanation of Article 455

The article clarifies that the loan contract imposes an obligation on the borrower to preserve the borrowed item, and the standard for this is that the borrower must exercise the same care in preserving the borrowed item as they would in preserving their own property. This is because the borrowed item is a trust in their hands, and they should not exercise less care than what an ordinary person would typically exercise in preserving property. If the borrower fails to meet this obligation, the rules of contractual liability outlined in the general provisions of the contract apply. The parties to the contract may agree to mitigate or intensify the liability or restrict the use of the borrowed item.

What the article contains is an exception to the general principle established in Article (168), which states: If the debtor is required to preserve the item... they have fulfilled the obligation if they exercise the care of an ordinary person in its execution, even if the intended purpose is not achieved unless a statutory provision dictates otherwise. The statutory provision here intensifies the borrower's liability compared to the general principle; thus, the borrower, even if they exercise more care in preserving their property than an ordinary person, cannot reduce the care they exercise in preserving their property.

Explanation of Article 456

The article addresses three obligations on the borrower, which are:

1. The necessary expenses for using the borrowed item; these are borne by the borrower and cannot be claimed back from the lender, such as car fuel expenses and operating expenses for agricultural machinery.
2. The usual maintenance expenses for the borrowed item; such as conducting routine maintenance for the vehicle when borrowed, or the expenses required to preserve a borrowed manuscript book. However, necessary repair expenses, such as unexpected breakdowns not caused by the borrower, are borne by the lender, and the borrower can claim them back from the lender if incurred.
3. The expenses for returning the borrowed item to the lender; because the borrower is the debtor of this obligation. According to Article (453), the borrower is obligated to return the borrowed item, including its accessories and attachments, in the condition it was in at the time of receipt, except for what is necessitated by normal use. The borrowed item should be returned to the place where it was received by the borrower, unless otherwise agreed.

Explanation of Article 457

The article addresses the borrower's obligation to use the borrowed item according to the agreed terms regarding time, place, and type. If there is no agreement, the borrower is obliged to use it in the usual manner.

The first paragraph clarifies that if the loan is not restricted by time, place, or type of use, the borrower is obliged to use the borrowed item in the usual manner according to its nature. For example, if the borrowed item is a car intended for riding, it cannot be used to transport equipment. If it is designed for city driving, it cannot be used off-road on sand. If the borrowed item is a machine not typically used for more than three consecutive hours, the borrower cannot exceed this usage.

However, if the loan contract specifies the type, place, or time of use, the borrower must adhere to these conditions, even if the usual use would require more. For instance, if the lender stipulates that the borrower should not use the car on sand, the borrower cannot use it on sand, even if the car is typically equipped for such use.

If the borrower exceeds the use specified by the lender or goes beyond the usual manner, they are liable to compensate for any damage caused to the lender due to this breach of obligation.

Explanation of Article 458

The article addresses another obligation on the borrower, which is an obligation to refrain from action; the borrower is not entitled to dispose of the borrowed item in a legal manner that establishes a right for others, whether this right pertains to the object of the borrowed item or its benefit. Examples of what pertains to the object of the borrowed item include selling, gifting, or mortgaging the borrowed item. Examples of what pertains to its benefit include establishing a usufruct right on the borrowed item, leasing it, or lending it to others. The borrower's dispositions of the borrowed item that establish a right for others are not effective against the lender unless approved by the lender.

Explanation of Article 459

The article clarifies a situation in which a loan contract is terminated by the system, which is the death of one of the contracting parties, whether the lender or the borrower, because it is a contract based on personal consideration. In this case, the term expires and the loan contract ends. If the deceased is the borrower, the right to use the borrowed item does not transfer to his heirs, because his personality is considered by the lender. In this case, the heirs are required to return the borrowed item to the lender, and the obligations related to compensation, return, or expenses of the borrowed item are established in the estate of the deceased.

Explanation of Article 460

The first paragraph clarified that the loan contract ends upon the expiration of the term agreed upon by the contracting parties, which is the default. The borrower must return the borrowed item in this case upon the expiration of the term. If no term is specified for the loan, the loan contract ends upon the fulfillment of the benefit for which the loan was made, i.e., upon the end of the usual period for benefiting from the borrowed item, according to the details outlined in Article (453).

The second paragraph clarified that the borrower may return the borrowed item before the expiration of the term agreed upon by the contracting parties, as the term is established for his benefit, and he may waive it. The lender is obliged to receive the borrowed item in this case, unless receiving it would cause harm, such as incurring the cost of depositing or storing the borrowed item, or if the lender is traveling and not prepared for it. What is included in the paragraph is merely an application of the general rule stated in paragraph (1) of Article (206), which reads: (It is permissible to expedite the fulfillment of a debt by the one for whose benefit the term was set, provided that the expedition does not cause harm to the other party).

Explanation of Article 461

The article defines the contract of work, and from this definition, it is inferred that the contract of work is a consensual, reciprocal contract binding on both parties, where mutual consent is reached regarding the work to be performed and the remuneration for this work. It is a contract that does not require a specific form for its conclusion. The definition mentions the subject of the contract as an obligation to create something or perform work, distinguishing it from the lease contract mentioned earlier in the second chapter, as it pertains to benefit.

The contractor's obligation in a contract of work may involve physical work such as construction contracts, mechanical works, freelance contracts, furniture making, plumbing and electrical works, and maintenance. It may also involve intellectual work such as contracting with a lawyer, trainer, accountant, doctor, design engineer, or supervising engineer. The work may concern something existing at the time of contracting or something that can come into existence.

The article clarifies that the contract of work is an obligation for compensation, distinguishing it from donation and volunteer work, as even if its subject is to create something or perform work, it is not considered an obligation without remuneration.

The article introduces a restriction that the contractor is not subordinate to the employer, to distinguish the contract of work from the employment contract. The contract of work pertains to the work in terms of its result, whereas the employment contract pertains to the work in terms of itself, with each contract having different rules, including issues of bearing mistakes and the responsibility of the superior for the subordinate's work, among others.

The article also introduces the restriction "nor a representative thereof" to distinguish the contract of work from the agency contract, as the agent performs work for compensation and is not subordinate to the employer but rather acts as a representative of the principal. From the above, we deduce the characteristics of the contract of work, which are:

First: It is a reciprocal contract binding on both parties. Second: The contractor is not subordinate to the employer but is obligated to execute the contract according to the agreement, and thus his actions do not extend to the employer. Third: The contractor is exposed to loss, and the employer is not responsible for that or for injuries arising from the work, and the contract does not change except by agreement or by a statutory provision according to general rules such as the theory of force majeure and general exceptional circumstances. Fourth: The default position is that the personality of the contracting party is not considered, so the contract does not terminate upon the death of the contractor or the employer, but it must be executed at his expense, except in some contracts of work where the contractor's personality is considered, and the contract ends with his death.

Explanation of Article 462

The article refers to the two types of contract of work, which are:

The first type: The contractor is obligated to execute the work and provide the materials, which is known in jurisprudential classifications as the "contract of manufacture," a mixture between contracting and sale. The sale applies to the materials, so its provisions apply to the materials, and the contracting applies to the work, and its provisions apply to it. Thus, the contractor is responsible for the quality of the materials and must guarantee them to the employer, because in this type, the contractor is a seller of the materials and is responsible for guaranteeing them.

The second type: The contractor is obligated to execute the work, and the materials are provided by the employer. This type is purely a contract of work, known in jurisprudential classifications as "lease of works."

An example of this can be sewing a garment: if the fabric is provided by the tailor, it is of the first type, and if it is provided by the employer, it is of the second type. Both fall under the contract of work. If the tailor works in a commercial establishment for a specific salary to sew clothes, the contract between the tailor and the establishment is an employment contract. If the clothes are pre-made and offered for sale, it is a contract of sale.

Explanation of Article 463

The article refers to the contractor's obligations concerning the materials provided in the contract of work, whether these materials are provided by the contractor or the employer. The first paragraph clarifies the ruling if the employer requires the contractor to provide the materials related to the contract of work, whether he requires him to provide all or some of the materials. The article explains that the matter does not lack two cases:

The first case: The contracting parties agree on specific conditions and specifications for the materials, and the contractor is responsible for ensuring that these conditions and specifications are met in the materials as agreed upon.

The second case: There is no agreement between the contracting parties on the conditions and specifications, and the contractor is obligated to provide materials that fulfill the intended purpose according to the conditions and specifications dictated by the principles, customs, and traditions of the craft. For example, if the employer requests a carpenter to make a door from wood, and the agreement is that the materials related to making the door are to be provided by the contractor without agreeing on the conditions and specifications of the wood, the carpenter is obligated to provide wood that fulfills the purpose according to the conditions and specifications dictated by the principles, customs, and traditions of the craft.

Based on what the paragraph has determined, the contractor is responsible for the quality of the materials he provides; he guarantees any hidden defects that appear in them, especially if it is found that the agreed-upon conditions and specifications are not met, or if there is a defect that reduces its value or usefulness according to the intended purpose. The provisions of the guarantee of hidden defects in the contract of sale, which are suitable for the contract of work, apply to this guarantee, whether related to the scope of this guarantee, its effects, its extinguishments, or the agreement to modify the provisions of liability therein, whether to tighten or ease it, or other detailed provisions there, taking into account any specific text such as the guarantee of the building contractor.

The second paragraph clarifies the contractor's responsibility if the materials are provided by the employer, whether the employer delivers them to the contractor in reality or pays their value to him. The paragraph explains that the contractor must do three things in this case:

First: He must exercise the care of an ordinary person in preserving them. If preservation requires expenses, the contractor bears them, as they are considered part of the general expenses he included in his account when estimating the wage.

Second: He must observe the technical principles in his work, using the necessary amount to complete the required work without excess or deficiency. Observing the technical principles includes informing the employer of the unsuitability of the materials for the intended work, such as if the materials have a defect or are not suitable for the required work, like if the wood provided by the employer is not suitable to be used as a door.

Third: He must return to the employer what remains of them, which requires the contractor to provide the employer with an account showing what materials he used and return the remainder to him.

Explanation of Article 464

The article clarified that one of the obligations of the contractor, following his commitment to complete the work, is to bear any expenses required to complete the work, such as machines and tools. For example, if the contract is for making wooden doors for a certain fee, the contractor bears the cost of providing carpentry tools like hammers, saws, cutting and pressing machines, and the like. If the contract is a construction contract, the contractor bears the cost of the tools and machines used in construction, such as ladders, scaffolding, digging tools, and others, whether the materials are from the employer or the contractor. The article did not differentiate between the two types, all unless there is an explicit or implicit agreement to the contrary. An implicit agreement could be that the custom or prevailing practice among the parties is contrary to what is mentioned.

Explanation of Article 465

The article addresses the contractor's obligation to complete the work, and according to the text of the article, this obligation includes two commitments:

The first commitment: The contractor's obligation to complete the work according to the conditions agreed upon in the contract. If no specific conditions are agreed upon, it should be completed according to the conditions and specifications dictated by the principles and customs of the trade. The contractor's obligation to complete the work may either be an obligation to achieve a result or to exert due diligence. If the obligation is to achieve a result, the contractor has not fulfilled his obligation unless that result is achieved. For example, if the subject of the contract is to build a wall, make doors, or sew clothes, the contractor has not fulfilled his obligation unless the wall is built, or the doors or clothes are delivered. If the work is not completed, it is considered a breach of obligation, and the contractor is not relieved of liability unless he proves that the failure to fulfill was due to a foreign cause beyond his control, such as force majeure or the act of a third party. The foreign cause must meet certain conditions to be considered, including being unforeseeable. If it is foreseeable, like winter cold or summer heat, it is not a valid basis for exemption from liability. If the contractor's obligation is to exert due diligence, he fulfills his obligation if he exerts the care of an ordinary person, even if the result is not achieved, such as a doctor's contract for treatment, which does not necessarily require curing the patient. Based on what the paragraph states, the contractor is responsible for any defect or flaw in his work if it turns out that the work does not comply with the agreed-upon conditions and specifications or the customary principles, as the case may be. The employer, if he discovers the defect before delivery, may request specific performance by repairing the defect or request termination, with compensation in both cases if warranted. This is governed by the general rules of specific performance, judicial termination, and compensation. If the employer discovers the defect after delivery, he may revert to the contractor for warranty of the defect, and his recourse is according to the general rules.

The second commitment: The contractor's obligation to complete the work within the agreed-upon period. If there is no agreement on a specific period, the contractor must complete the work within a reasonable time that allows for its completion according to the nature of the work. The contractor's obligation to complete the work within the agreed-upon period is an obligation to achieve a result; thus, he is not relieved of liability in case of delay, even if he proves that he exerted the care of an ordinary person to complete the work on time but was unable to. Instead, he must prove the foreign cause, such as force majeure or the act of a third party, and the foreign cause must not be preceded by his fault, otherwise, he is responsible for the delay, unless the delay is due to the employer, such as delaying in providing work materials if they are from him or requesting an unagreed modification. Similarly, if the employer delays in paying the contractor's dues, the contractor may refrain from completing the work in execution of his right to retention, as stipulated in Article (191): "Anyone obligated to perform something may refrain from fulfilling it as long as the creditor has not fulfilled an obligation in his debt that arose due to the debtor's obligation and was related to it."

Explanation of Article 466

The article addresses what the employer is entitled to do if it becomes apparent during the course of work that the contractor is in breach of the contract terms. Although the delivery date has not yet arrived, the employer has the right to accept the work if it complies with the terms or to reject it. However, the article grants the employer the right to consider the contractor in breach if a defect appears in his work, even before the completion of the work or before the delivery date. This is to save both the employer and the contractor effort and time if the work is completed defectively or contrary to the terms.

The article stipulates that if it becomes apparent to the employer during the course of work that the contractor is in breach of execution, including breaching some of the contract terms and specifications, deviating from professional standards, executing the work defectively, or delaying execution, there are two scenarios:

The first scenario: The defect can be remedied, and the terms can be fulfilled. The second scenario: The defect cannot be remedied, and the terms cannot be fulfilled.

The first paragraph explains the ruling for the first scenario, which is if it is possible to remedy the defect and fulfill the terms. The employer can notify the contractor to comply with the contract terms and set a reasonable period for doing so. The notification can be by any agreed means or any legally prescribed means for notification, including filing a lawsuit or any other legal procedure as stipulated in Article (177), without requiring a specific form.

If the reasonable period set by the employer passes and the contractor does not correct the defect, the employer may choose one of the following two options:

The first option: Request specific performance according to Article (167) in the general rules, by asking the court to authorize him to complete or correct the work through another contractor at the expense of the first contractor. In urgent cases, such as if the contract involves repairing a building at risk of collapse, the employer may execute the work at the expense of the first contractor without court authorization. This is also permissible if there is an agreement between the parties that if the contractor delays, the employer may execute the work at the expense of the first contractor, even in non-urgent cases. If the employer executes the work without court authorization, whether in urgent cases or by agreement, he does so at his own risk. If he claims these expenses, the court verifies the conditions for executing the work specifically without its authorization and that the claimed expenses are within the customary limits.

The second option: Request contract termination. The general rules for judicial termination apply. The court, at its discretion, may refuse the termination request if the breach is not serious, applying Article (107). The court may also grant the contractor a grace period if circumstances require it in exceptional cases as stipulated in Article (275). The contractor may also avoid termination by promptly correcting the defect, unless there is a resolutory condition. If a resolutory condition exists, the court does not have the authority to assess the seriousness of the defect but rather to verify the occurrence of the resolutory condition, and its judgment would then reveal the termination, not create it.

The second paragraph explains the ruling for the second scenario, where it is impossible to remedy the defect. This scenario has two forms:

The first form: The work is executed defectively or contrary to the terms in a way that cannot be remedied, such as constructing a building with defective foundations that can only be corrected by demolishing the building.

The second form: The contractor delays starting or completing the work to the extent that it cannot be completed by the agreed date, whether the date was explicitly agreed upon or implicitly inferred from the contract circumstances.

In these two forms, the employer has the right to request immediate contract termination because the contractor has already breached his obligation in a definitive manner. The employer does not need to notify the contractor due to its futility or wait until the work is delivered defectively or late because the breach has already occurred. The court assesses whether the employer is justified in claiming that it is impossible to remedy the defect and whether the defect or delay is significant enough to justify termination.

In all the above, whether in the first or second scenario, the employer has the right to request compensation for the damage suffered due to the contractor's failure to fulfill his obligation, delay, or defective execution, whether the employer requests contract execution or termination. This is according to the general rules regarding the right of the contracting party to request execution with compensation for breach of obligation as stated in Articles (107, 170, 171).

Explanation of Article 467

The article addresses the effect of the destruction or damage of the contracted item before it is delivered to the employer. The first paragraph explains the effect of the destruction or damage before delivery on what the contractor deserves in terms of wages and what expenses they bear; the contractor is not entitled to wages for the work done if the item is destroyed or damaged before delivery to the employer, even if the destruction or damage is due to reasons beyond the contractor's control, such as the premises catching fire with the furniture required to be customized before delivery to the employer; thus, the contractor is not entitled to wages for the work done whether the materials were theirs or the employer's, and the contractor cannot demand compensation from the employer for any expenses incurred. If the work materials belong to the contractor, their destruction or damage is their responsibility because the contractor is required to achieve a goal, which is to complete the work and deliver it to the employer; since this goal was not achieved, the contractor is not entitled to anything from the employer, except if the employer was in breach of their obligation to receive the work at the time of destruction or damage; in this case, the contractor is entitled to the full agreed-upon wage because they fulfilled the requirement and the breach was on the part of the employer.

The second paragraph explains the scenario where the materials are provided by the employer and are destroyed or damaged due to reasons beyond the contractor's control, such as force majeure or the actions of others; the contractor is not responsible for the destruction or damage of these materials, and thus the employer cannot demand their value from the contractor unless the contractor was in breach of their obligation to deliver the work at the time of destruction or damage, and it was not proven that the item would have been destroyed or damaged had it been delivered without breach of obligation; because the contractor's obligation regarding these materials is to preserve them, which is an obligation of care, not of achieving a goal; the materials remain the property of their owner, the employer, even if they are in the contractor's possession, and the item is destroyed at the owner's risk according to general rules, except if the employer proves that the contractor was in breach of their delivery obligation at the time of destruction or damage, and that the employer had warned them about delivery; both breach of delivery and warning must be present for the contractor to be considered negligent and liable for compensation. The paragraph exempts the contractor from liability in this case if it is proven that the destruction or damage would have occurred to those materials even if they had been delivered on time, such as delaying the delivery of the customized furniture and a flood affecting the village where the employer's place is located; the damage would have affected the furniture even if it had been delivered to the employer. This ruling is merely an application of the general rule established in paragraph (2) of Article (166), which states: "If the subject of the obligation is an act involving the delivery of an item and the debtor fails to deliver it after being warned until it is destroyed or damaged, the liability falls on them unless it is proven that the destruction or damage would have occurred even if the item had been delivered to the creditor."

The scenario addressed in this paragraph is when the destruction or damage is due to reasons beyond the contractor's control, but if the destruction or damage is due to the contractor's fault, such as failing to preserve the materials provided by the employer, resulting in their destruction or damage, the contractor is liable for compensation in this case, and the liability does not depend on warning; because the subject of the obligation, which is preserving the materials, has become impossible due to their action, so warning is futile; applying paragraph (b) of Article (176).

Based on what the paragraph stipulates, the contractor is required to compensate the employer for the value of the materials provided and for any damage suffered in two cases:

1. If the contractor is in breach of delivery and has been warned, even if the destruction or damage occurred due to reasons beyond their control.
2. If the destruction or damage is due to the contractor's fault, even without warning. In both cases, the contractor does not receive wages for their work nor recover their expenses.

What the article contains in its two paragraphs establishes that the contractor is obligated to deliver the completed work to the employer, and the contractor's breach of this obligation results in liability. It is clear from the article that the risk of destruction or damage after delivery falls on the employer, and the contractor is entitled to their full wage, with delivery being according to Article (468) by placing the completed work at the employer's disposal and notifying them of this, even if it is not in their physical possession.

Explanation of Article 468

The article clarified the first obligation of the employer, which is to receive the work from the contractor. The article stipulated two conditions for this obligation to be fulfilled:

The first condition: The contractor must have completed the entire work. If the agreement on receiving the work is to be done in stages or parts, the employer is required to receive what the contractor has completed of those stages or parts according to the agreement.

The second condition: The contractor must place the completed work at the employer's disposal and inform him of this.

The article explained the effect of the employer's breach of this obligation by refusing to receive the work without a legitimate reason, despite the contractor informing the employer of the completion and execution of the work. In such a case, the risk of loss or damage is transferred to the employer. If the item is lost or damaged while in the contractor's possession, and the contractor has not exceeded or neglected its preservation, the contractor is not liable for that loss or damage and is not obligated to compensate the employer for it, because the employer breached his obligation to receive the agreed-upon work.

The implication is that if the employer's refusal to receive the work is for a legitimate reason, either due to the contractor's breach of obligations or because the work does not conform to the agreed-upon terms and specifications, the contractor is responsible for the loss or damage and is obligated to compensate the employer for any deserved compensation.

It is evident from the article that delivery in contracting is like a sale; it is achieved by completing the work and enabling the employer to possess it, with the employer being informed of this. There is no specific form required for notification, whether it is done in writing, verbally, or otherwise. The contractor bears the burden of proving that he has informed the employer.

Once delivery is completed in this manner, the risk of loss or damage transfers from the contractor to the employer, even if the physical possession has not been transferred to the employer.

Explanation of Article 469

The article refers to the second obligation of the employer, which is to pay the contractor the agreed-upon wage. The first paragraph clarifies that the employer is obligated to pay the wage, and specifies that the obligation arises once the work conforming to the agreed-upon terms and specifications is received. The employer's receipt of the work implicitly indicates inspection and acceptance of it. If the work does not conform to the terms and specifications, the employer may withhold the wage until the contractor rectifies the defects in the work, applying the principle of non-performance defense stipulated in Article (114); because paying the wage is an obligation on the employer, which corresponds to the contractor's obligation to complete the work as agreed. If the employer refuses to receive the work without a legitimate reason, this does not exempt him from paying the wage; because the contractor deserves the wage upon completing the work and placing it at the employer's disposal without any obstacle preventing its use, even if it is not in his actual possession. The second paragraph specifies the time for paying the wage if the agreed-upon work consists of multiple distinct parts, such as when the employer agrees with the contractor to make a thousand boxes for a thousand riyals; if he delivers a hundred boxes, he deserves a hundred riyals. Similarly, if the wage is based on the unit, even if the work is not composed of distinct parts; such as agreeing to extend pipes at a rate of one hundred riyals per meter; once the contractor completes a section that is significant to the overall work, he deserves the wage for what has been completed after inspection and acceptance, provided that what has been completed is distinct or significant to the overall work. The provisions contained in the article with its two paragraphs complement the will of the contracting parties in the absence of an explicit or implicit agreement to the contrary, and an implicit agreement is when custom or prevailing practice between the contracting parties differs from what is mentioned; if there is an agreement to the contrary, it must be adhered to.

Explanation of Article 470

The article refers to a situation that may arise in a contract for work, resulting in a modification of the contractor's due payment. This occurs when the contract is concluded based on an estimate per unit, such as when the employer agrees with a contractor to build the concrete structure of a house at a price of one thousand riyals per unit, according to an agreed design, with a total of one thousand units in the design. After the contractor begins work, it becomes necessary to deepen the excavation due to the nature of the land on which the house is being built, requiring an excess of the agreed units. The provisions of the article apply under the following conditions: The first condition: The contract must be concluded on a per-unit basis and not for a total fee. If it is for a total fee, Article (471) applies. The second condition: The excess of the estimate must be apparent for a reason unknown at the time of the contract. The excess refers to quantities, not prices. If the excess is minor, not apparent, or expected at the time of the contract, or could be anticipated, the fee increases by the amount of the excess, and the employer has no option. The third condition: The contractor must immediately inform the employer of the excess, indicating the expected increase in the fee. If the contractor does not inform the employer, delays in informing, or does not specify the expected increase in the fee, the right to claim expenses exceeding the estimate is forfeited. If the three conditions are met, there are two possible scenarios: The first scenario: The noticeable excess is not significant, obligating the employer to increase the contractor's fee by the amount of the excess, with no option for the employer. The second scenario: The excess is significant, giving the employer two options: The first option: To remain in the contract and increase the fee in proportion to the significant excess. The second option: To withdraw from the contract, requiring the employer to request the contractor to halt execution without delay, while compensating the contractor for the value of the completed work as per the contract terms, regardless of the actual expenses incurred by the contractor. The contractor cannot claim compensation for potential earnings had the work been completed. This is considered partial execution of the contract, not a termination. Since this article is supplementary, the contracting parties may agree to terms contrary to those mentioned in it.

Explanation of Article 471

The article refers to situations that may arise in a contract for work concluded on the basis of a lump sum rather than a unit-based estimate. The first paragraph clarifies the ruling in cases where the prices of materials used in the work increase, labor wages rise, or additional expenses are incurred during the course of the work, and the contract is based on an agreed design for a lump sum fee. In such cases, the contractor is not entitled to claim any increase in the agreed fee, even if the prices of materials used in the work rise, labor wages increase, or other expenses occur. This is because the contractor has accepted the work on this basis and bears the costs that may exceed the agreed fee between them, and because the intention of the contracting parties was to complete the work for the agreed lump sum without regard to price changes or cost increases.

The second paragraph clarifies the ruling in the event of a modification to the design or an addition required by the work, such as discovering that the land on which the building is to be constructed requires more excavation. The contractor is not entitled to claim an increase in the fee, even if the increase is apparent, because the assumed situation here is contrary to the situation outlined in Article (470) - where the fee is agreed upon as a lump sum and not by unit measure. Therefore, this fee is not subject to modification, neither increase nor decrease, as this reflects the will of the contracting parties. The employer intended for the fee to be lump sum to ensure a stable position without being surprised by any increase, and the contractor accepted this for the same reason; the intention of the contracting parties in determining the fee as a lump sum is that if the actual costs increase for the contractor, he cannot revert to the employer, and conversely, if those costs decrease, the employer cannot demand a reduction in the fee.

The paragraph exempts two cases where the contractor is entitled to claim an increase in the fee if a modification or addition to the design occurs, which are: The first case: If the modification or addition is due to the employer's error, such as providing the contractor with incorrect information about the dimensions desired for the building. The second case: If the employer authorizes the modification or addition, and in this case, he must agree with the contractor on the fee for that modification or addition; otherwise, the contractor is not entitled to claim an increase in the fee.

The third paragraph explains the impact of general exceptional circumstances on the contract for work; as the contract for work is one of the contracts to which the theory of "general exceptional circumstances" or "emergency circumstances" applies, due to its deferred nature, given the time gap between the conclusion and execution of the contract. If general incidents occur, and these circumstances are exceptional, such as war, epidemic, or sudden regulation, and it was not possible to foresee these exceptional incidents at the time of the contract's conclusion, leading to increased costs for the contractor or loss for the employer, and making the fulfillment of the obligation burdensome for either party without becoming impossible, causing the contractual balance to collapse between the employer and the contractor, and changing the basis on which the fee was estimated in the contract for work, the ruling in this case, respecting the contract between the parties and the binding force of the contract, is that the court restores the burdensome obligation to a reasonable extent to achieve a rebalancing of the parties' obligations, including ruling to extend the execution period, or ruling to increase or decrease the contractor's fee, and it may rule to annul the contract between the parties if the contractual balance cannot be restored between them.

What is included in the third paragraph is merely an application of the general rule of this theory stipulated in Article (97); and in applying the provisions of the emergency circumstance to the contract for work, the provisions of that article must be taken into account; noting that the contract for work is distinguished from other contracts in that the system grants the court the authority to annul the contract, unlike other contracts, due to the nature of this contract, which may not allow for restoring the contractual balance between the parties.

According to what is stipulated in Article (97), the provisions of the general exceptional circumstances established in the system are of public order, which cannot be agreed upon otherwise.

Explanation of Article 472

The article completes the statement of the provisions related to the second obligation of the contractor, which is the payment of wages. The article clarifies the ruling in the event that the contractor completes the work without the contract specifying the amount of his wage; the contractor is entitled to the customary wage for the work done, along with the value of the materials provided that are required for the work.

It is clear from the article that the contract in this case is valid and not void, despite the absence of a wage estimate; not because estimating the wage is not a condition for the validity of the contract, but because the issue is assumed in the article in the case where the employer enables the contractor to work and he does so without specifying the wage amount. The system considers this an implicit agreement between them on the customary wage along with the expenses required for the materials.

The issue is common in contracting agreements; it is usual for the contracting parties not to specify the wage amount at the time of the contract, but to defer it until after the completion of the work, especially if the work is not precisely defined at the time of contracting. For example, a person may contract with a mechanic to repair a fault in his car or with a plumber to fix water pipes, and the contractor begins the work without determining the wage, which will be set upon completion of the work. The contractor is entitled to the customary wage for the work done, taking into account the effort exerted, his qualifications, technical competence, and the expenses paid for the materials required for the work.

The ruling of the article is consistent with general principles; determining the contractor's wage in this manner is merely an interpretation of the presumed will of the contracting parties in the absence of a specified wage, making the wage amount determinable even if it is not actually determined.

However, if the contracting parties discuss the wage at the time of contracting and fail to agree on its determination, the contract is void, and neither party can compel the other to the contract on the grounds that the contract has been concluded and the wage has been determined against their will as decided by the article. This is due to the absence of a condition for the validity of the subject matter, which is that it must be specified or determinable; such contracting circumstances cannot be relied upon to imply an agreement or that the wage is determinable.

Explanation of Article 473

The article refers to the provisions related to subcontracting. The first paragraph clarifies that the contractor may delegate the execution of the entire work or part of it to a subcontractor who will carry out the agreed-upon work. The default is that the contract allows the original contractor to subcontract the work assigned to them to a subcontractor, except in four cases:

The first case: If the regulatory provisions prohibit this, such as when there is a specific provision prohibiting subcontracting in certain works.

The second case: If there is an explicit or implicit agreement between the employer and the contractor that prohibits delegating the execution of the work to a subcontractor.

The third case: If the nature of the work requires that it not be delegated to another contractor.

The fourth case: If the contract is based on personal considerations of the contractor, such as the person of a doctor or engineer, and it can be inferred from the circumstances and conditions that the employer intended the original contractor personally based on their personal competence.

The second paragraph clarifies that if the original contractor delegates the work to a subcontractor, the original contractor remains responsible for the work towards the employer and is not relieved of their obligations by delegating the work to the subcontractor. The original contractor bears responsibility towards the employer for any breach, whether in the agreed-upon terms and specifications, delay in delivering the work beyond the agreed time, failure to complete all the work, or any other breach of obligations.

The article does not address the assignment of the contract, relying on the general rules for contract assignment in the first section.

Explanation of Article 474

The article stipulates that the subcontractor is not entitled to demand from the employer any of the obligations that the employer owes to the original contractor; whether it is the obligation to enable the contractor to complete the work, the obligation to receive the work, or the wages due to him before the original contractor. This is because the obligations owed by the employer arise from the contract between the employer and the original contractor, and the subcontractor is not a party to the contract concluded between them, so he cannot demand any of his rights from the employer, as he has no direct relationship with the employer. However, the article makes an exception if the original contractor assigns some of his rights under the original contract, which are obligations on the employer, to the subcontractor. In this case, the subcontractor may demand from the employer what the original contractor is entitled to, based on the assignment of rights, not on the basis of the right to direct action under the subcontract, but rather under the assignment of rights; and the provisions established in the assignment of rights apply to this transaction. It goes without saying that the subcontractor can exercise the rights of his debtor, the original contractor, in demanding from the employer in the name of the original contractor through indirect action, and likewise, the employer can exercise the rights of his debtor, the original contractor, in demanding from the subcontractor in the name of the original contractor through indirect action.

Explanation of Article 475

The article clarified the usual reason for the termination of a contract of work, which is the completion of the agreed-upon work. The contract of work ends when the contractor completes the agreed-upon work and delivers it to the employer, whether the subject of the contract is to make something with materials from the contractor or from the employer; for example, if it is agreed that the contractor will make doors or sew garments with materials from him or from the employer. Once the contractor delivers the agreed-upon work and the employer receives it, the contract of work ends.

The principle in a contract of work, even if it stipulates the completion of work within a certain period, is that it is not a time-based contract; time is not an essential element in it such that the remuneration is determined by the duration. However, it may be stipulated in a contract of work that time is an essential element, and it expires with the expiration of its term; as if the employer contracts with a contractor for the maintenance of electrical devices or equipment or elevators for a year; here the contract is a work contract for a year and time is an essential element in it; thus, the contract ends with the expiration of its term.

Explanation of Article 476

The article clarifies that each of the contracting parties has the right to request the court to annul the contract of work in the event of a specific unforeseen excuse that prevents the execution of the contract, with compensation to the other contracting party for any damage resulting from this annulment, whether it be a loss or a missed gain.

The article indicates that there are three conditions for requesting annulment due to an unforeseen excuse: The first condition: The excuse must prevent the execution of the contract or make its execution burdensome for the contractor, excluding the following: A- If an event occurs that makes the fulfillment of the obligation impossible due to a reason beyond the contractor's control, the contract is annulled automatically without compensation in accordance with Article (110), and the contractor is entitled to compensation for what he has worked on, as specified in the following Article (477). B- If an event occurs due to the contractor's action that makes the fulfillment of the obligation burdensome for him, he cannot request annulment; as the description of the event allowing for annulment due to an excuse implies that it was not caused by him.

The second condition: The excuse must be unforeseen after the contract, meaning it should not be something that a reasonable person could have anticipated at the time of the contract's conclusion. What can be anticipated is not considered unforeseen.

The third condition: The excuse must be specific to the person of the contractor, meaning it is not a general exceptional event; as general exceptional events are governed by Articles (97) and (471).

Once these three conditions are met, the contractor, whether the employer or the contractor, may request the annulment of the contract. For instance, if an employer contracts with a contractor to build student housing near a university, and then the university relocates before the construction begins, the execution in this case becomes burdensome for the employer, as he would be spending money without benefit. Thus, the employer has the right to request the annulment of the contract, with compensation to the contractor for the loss incurred and the missed gain from the annulled contract, taking into account what the contractor could have earned by using the time he was supposed to spend on the work in another job.

An unforeseen excuse may also apply to the contractor if the contract was concluded for reasons related to his person, and an excuse arises that makes fulfilling the obligation burdensome, not impossible, for him; he may request annulment with compensation to the employer for the loss incurred and the missed gain due to the annulment.

The contractor's excuse may not be conceivable if the contract was not concluded for reasons related to his person, as he could delegate the work to someone else; thus, there is no excuse preventing the execution or completion of the work as stipulated in the article.

The above clarifies the difference between the court's ruling to annul a contract of work due to a general exceptional event, which does not involve compensation, and its ruling to annul due to a specific unforeseen excuse of the contractor, which requires compensation. It also shows the difference between annulment for breach of obligation, which is requested by the non-breaching contractor and requires a warning, and annulment for an unforeseen excuse, which is requested by the contractor who has an excuse preventing execution or completion without a warning.

If the annulment is by the employer, he must compensate the contractor for all expenses incurred, completed works, and the missed gain from the annulled contract, taking into account what the contractor could have earned by using the time he was supposed to spend on the work in another job.

If the annulment is by the contractor, he must compensate the employer for the loss incurred due to the annulment, including any additional costs for completing the work with another contractor, and the missed gain due to the annulment to the extent that could not be avoided by reasonable effort.

Contrary to the theory of general exceptional circumstances, the system does not stipulate in the three instances where annulment for an unforeseen excuse is permissible—namely, the contract of work in this article, lease in Article (443), and agricultural partnership in Article (577)—the invalidity of agreements contrary to the provisions of these articles. Therefore, the contracting parties may agree at the time of the contract that neither party has the right to annul the contract for an unforeseen excuse, or agree to limit this right to certain types of excuses.

Explanation of Article 477

The article clarifies the ruling in the event that the contractor begins execution and then becomes unable to complete the work due to a reason beyond their control. This scenario only applies if it is stipulated that the contractor must perform the work personally, or if the contract was concluded based on considerations related to the contractor's person; such as being a painter and losing a hand, or a doctor and losing sight, and so on. However, if it is not stipulated that the contractor must work personally and the contract was not concluded based on personal considerations, it is inconceivable that the contractor would be unable to complete the work, as they could delegate the completion to someone else.

If it is stipulated that the contractor must work personally or the contract was concluded based on personal considerations and the contractor becomes unable to complete the work, the contract is automatically dissolved due to the impossibility of execution. The contractor is entitled to the lesser of two values, which are:

The first value: The value of the work completed and the expenses incurred by the contractor for the work that was not completed.

The second value: The value of the benefit returned to the employer.

This compensation is not based on contractual liability; if the contract is dissolved, it has no effect. Rather, the contractor is entitled to it in accordance with the principles of unjust enrichment.

Explanation of Article 478

The article addresses the effect of the contractor's death in a contract for work; it differentiates in judgment between whether the contract stipulated that the contractor must work personally or if the contract was concluded based on considerations related to his person, or if the contract lacked such stipulations.

The first paragraph clarifies the judgment in cases where the contract stipulated that the contractor must work personally or if the contract was concluded based on considerations related to his person; this is often the case in contracts that require special technical skills, such as contracts with a doctor, lawyer, designer, trainer, and the like, if the person of any of them was intended in the contract for their expertise in that work; the contract for work is automatically dissolved upon the contractor's death due to the impossibility of execution, and this does not require a court ruling.

The second paragraph clarifies the judgment in cases where the contract did not stipulate that the contractor must work personally and the contract was not concluded based on considerations related to his person; this is often the case in small contracts that do not require special technical skills, or large contracts that do not rely on the contractor's own competence for execution; the contract does not dissolve automatically; however, the employer has the right in this case to request dissolution if the heirs do not provide sufficient guarantees for the proper execution of the work, such as lacking sufficient expertise to execute the work appropriately; but if they provide sufficient guarantees for proper work, the court will reject the employer's request, and the contract remains in effect, with the contract rights transferring to the heirs and the obligations transferring to them within the limits of the estate.

The third paragraph clarifies the effect of the contract dissolving automatically according to the first paragraph or its dissolution based on the employer's request according to the second paragraph, which is that the heirs are entitled to compensation similar to the compensation the contractor would be entitled to in case of his inability to work in Article (477), by compensating them with the lesser of two values: the first value is the value of the work completed and what their predecessor spent on the unfinished work. The second value is the benefit returned to the employer.

This compensation is not based on contractual liability; if the contract is dissolved or annulled, it has no effect, but the heirs are entitled to it by applying the rules of unjust enrichment.

The article does not address the effect of the employer's death in a contract for work, relying on general rules; his death has no effect on the contract, and his rights in the contract transfer to the heirs, and the obligations transfer to them within the limits of the estate.

Explanation of Article 479

The system refers, with regard to the employment contract, to the specific regulations related to it; given the existence of systems specifically concerning this contract, the most important of which is the Labor Law. The theory of obligation applies to the employment contract in general, and in particular, the general rules of the contract; since the source of obligation in the employment contract is the contract itself. Exceptions to these provisions are those stipulated otherwise by statutory text; in addition to any special provisions that these systems may contain regarding the employment contract, which are then applied to it.

Explanation of Article 480

The article addressed the definition of the agency contract, from which it is derived that the agency contract is a consensual contract, where the agent performs a legal act on behalf of the principal. The legal act is the original subject of the agency, and this act may be followed by material acts that are considered annexed and subordinate to it. This is what distinguishes the agency contract from other contracts, especially from the contracts of work and employment, as the subject in these is a material act. In a contract of work, the contractor undertakes to make something or perform a task for a fee without being a subordinate or representative of the employer, and in an employment contract, the worker undertakes to work under the management or supervision of the employer for a fee; thus, the subject in these contracts is a material act, unlike the agency contract where the subject is a legal act.

It is evident from the definition that the agency has several characteristics that distinguish it from others, including:

First: The legal act performed by the agent is on behalf of the principal; thus, the principal becomes a creditor if the agent lends from the principal’s money to others or a debtor if he borrows for him or performs other acts.

Second: The default in the agency contract is that it is a gratuitous contract, as will be explained, unless the agent and the principal agree on a fee or if the agent is accustomed to working for a fee.

Third: The subject of the agency contract is a legal act in principle; however, the agent may perform a material act following the legal act, such as someone appointed to sell something who may need to transport and deliver it.

Fourth: The agent is not a subordinate of the principal but acts in his place in a legal act, contrary to the employment contract where the worker is a subordinate of the employer and works under his management or supervision. Consequently, the principal is not liable for the acts of his subordinates in the agency contract, as the principal does not have actual authority to supervise and direct the agent.

Fifth: The default in the personality of the agent or the principal is that it is of consideration, so the contract ends with the death of either or the loss of capacity.

Explanation of Article 481

The forms of agency vary, as it can be absolute, restricted, conditional, or deferred to a term.

First Form: Absolute Agency

This is where there are no restrictions regarding time, place, or otherwise. An example is when a person authorizes another to sell a car without specifying the price or place of sale. This agency is valid in principle.

Second Form: Restricted Agency

This is where there are restrictions regarding time, place, or otherwise. An example is when a person authorizes another to sell a car for a specific price or in a specific place. This agency is valid in principle.

Third Form: Conditional Agency

This is where its establishment is contingent upon a condition. An example is when a person authorizes another to sell his car if he travels abroad. The agency does not come into effect unless this condition is met. If the agency is contingent upon his travel, he cannot sell it before that.

Fourth Form: Deferred Agency

This is where its establishment is deferred to a term. An example is when a person authorizes another to sell a car at the beginning of the next month. He cannot sell it before that term arrives. Once the term arrives, the agent is permitted to sell it.

The article clarifies in these forms that the agency is valid whether it is absolute, restricted, conditional, or deferred to a term.

Explanation of Article 482

The article refers to the first type of agency, which is the general agency, meaning: an agency that is expressed in general terms without specifying a particular legal act, whether the subject of the act is specified or not.

For example, if the owner tells the agent: Act on the property or the farm, this is a general agency, just as if a person appoints another as a general agent in all legal acts without specifying them.

The article clarifies the invalidity of an agency that does not specify the legal acts it covers. The subject of the act must be capable of being specified or known, and it does not include the gifting of owned money or the renunciation of rights, because the owner's intention when creating the agency does not extend to those acts.

Also, the invalidity of the form if the agency is in general administrative acts, as will be mentioned in Article (484).

Explanation of Article 483

The article refers to the second type of agency, which is the special agency, meaning: an agency that is defined by specific legal actions, such as when a person is authorized by another to sell or buy, or to reconcile or gift.

The article has clarified the permissibility of limiting the special agency to a specific type of legal actions, such as when a person is authorized by another to sell a specific property or to gift it. A general agency is not valid in a type of action when it is specific, such as being authorized to sell owned property or to conduct an action other than selling, like gifting, as these actions fall under the specific type of action.

The article has exempted the validity of a special agency in a specific type of legal actions without specifying the subject of the action if the action is a donation like a gift. The agency must be special in the type of action and its subject, and an absolute agency for gifting without specifying the gifted property is not valid, as this opens the door to harm and uncertainty for the principal, as one might be authorized to donate property that they do not have the right to dispose of.

The difference between a gift and a sale is that a gift is ownership without compensation, while a sale is ownership with compensation. If the price is not specified in the agency contract, the agent is obliged to sell at the equivalent value and is not allowed to sell for less, as will be discussed in the agent's obligations.

Explanation of Article 484

The article indicates that legal acts are divided into two sections:

Section One: Legal acts related to administrative tasks, which are actions that do not involve a fundamental change or modification in the item prepared for a specific purpose, such as preservation, maintenance, and short-term leasing.

Section Two: Legal acts not related to administrative tasks, which are acts aimed at creating a legal effect, such as selling, buying, gifting, reconciliation, waiver, transferring ownership, or modifying or terminating it, and they show their deviation from administrative tasks.

The article clarified that the default is that agency in all legal acts is specific to determining the legal act and what it entails, such as agency in selling or buying.

A general agency in administrative tasks deviates from this default, as a general agency in administrative tasks is valid without specifying the type of acts, such as when a person authorizes another to manage a property, allowing the agent to perform the legal acts included in ordinary administrative tasks, such as leasing, maintenance, preservation, and the like, without engaging in non-ordinary administrative acts, such as selling the crop or goods.

It is noted that agency varies with the seriousness of the acts, as in donations, it is required that the agency be specific in the type and subject of the act, whereas in administrative tasks, a general agency is valid without specification, and in acts generally, a specific agency in the type and subject of the act is valid.

Explanation of Article 485

This article establishes a general rule regarding subsequent ratification of an act. If the principal ratifies the agent's act, this ratification takes the status of prior agency and applies to the act.

An application of this rule is found in Article (152) of the Agency Rules: "If the beneficiary ratifies what the interloper has done, he is considered an agent for it."

If the beneficiary becomes aware of the act and remains silent or does not object, he is considered to have ratified it. In the event of his refusal of the act, the rules of unjust enrichment apply. If he ratifies it, the beneficiary is bound by what the interloper has done.

If the interloper borrows without a legitimate reason or without representation, he is considered a debtor, and ratification in this case is considered an exoneration of the interloper. The effects between the beneficiary and the interloper revert to the time the act commenced.

Explanation of Article 486

The article refers to the first obligation of the obligations on the agent, which is not to exceed the limits of his agency. The article clarifies the scope within which the agent is entitled to act under his agency without being considered as exceeding its limits.

The first paragraph states that the agent is entitled, under the agency contract, to act in the following:

First: To act in the legal transactions mentioned in the agency.

Second: To perform necessary material acts according to the nature of the transaction, the intention of the contracting parties towards a specific method of execution, or customary practice.

For example: If a person appoints another to rent a house, the agent is entitled, under the agency contract, to act in renting, entering the leased property, handing over its keys, and other necessary acts related to the transaction, determined by the nature of the transaction, the intention of the contracting parties, and custom. However, the agent is not entitled to collect rent, sell the house, or mortgage it. Similarly, if appointed to sell a car in another country, the agent is entitled to act in selling and follow the sale transaction according to the contracting parties' intention to transfer the sold item to the country specified in the agency contract. The agent is obliged to perform the acts covered by the agency and its necessary consequences as an agent, not as an employee bound by an employment, contracting, or guarding contract. Consequently, the rules of these contracts do not apply to the acts performed by the agent. If the agent is injured while performing agency acts, the rules of worker injury in an employment contract do not apply; instead, the rules of agency apply.

The second paragraph states that what the agent receives from his principal's money is considered a deposit with him, and the rules of the deposit contract, as specified from Article (506) to (516), apply. As a result, the agent is not allowed to use his principal's money or create a right on it for others without permission; otherwise, the agent must compensate the principal for the damage. The agent is not allowed to deposit his principal's money with others without permission unless necessary, and he must retrieve it after the reason ceases. The agent is obliged to return what remains of his principal's money after the agency contract ends.

The third paragraph states that what is mentioned in the first paragraph about the agent's right to act within the agency does not mean that the agent cannot contract in a way that is more beneficial to the principal; this is not considered exceeding the limits of the agency. For instance, if a person appoints another to sell a house to a specific person for a deferred price, the agent can contract with the buyer for an immediate price or a closer term than specified in the agency if it is more beneficial to the principal, unless the principal has a purpose in specifying the agency, such as considering the buyer's condition.

Explanation of Article 487

The article refers to the second obligation of the agent's commitments; which is the obligation to exercise care in executing the agency. The article differentiates the standard of care that the agent must exercise, between those who are agents for a fee and those without a fee.

The first paragraph clarifies the standard of care if the agency is without a fee, which is the agency where the interest is for the principal without the agent. In this case, the agent is obligated to exercise the care he exercises in his personal affairs without being required to exert more than the care of an ordinary person.

The second paragraph clarifies the standard of care if the agency is for a fee, which is the agency where the interest is for both contracting parties. In this case, the agent is obligated to exercise the care of an ordinary person.

The agent's liability in the agency is as follows:

First Liability: Agent's Liability for Fraud and Gross Error

The agent is liable for his gross error and fraud whether the agency is for a fee or without a fee; for example, if a person is appointed to sell goods and the agent sells them to himself without the principal's permission or sells them at a low price in collusion with the buyer.

Second Liability: Agent's Liability for Ordinary Error

If the agency is without a fee, the agent is not liable in its execution except for exercising the care he exercises in his own affairs if his care for himself is less than that of an ordinary person. Here, the standard of liability is personal. However, if his care is higher than that of an ordinary person, he is not required to exert more than the care of an ordinary person, making the standard of liability objective. Thus, an agent without a fee is not liable for more than his personal care, nor for more than the care of an ordinary person, being liable only for the lesser of the two cares; because the agent without a fee is volunteering and favoring the principal, and because the agency is in the interest of the principal. An example of this is if a person is appointed to sell goods and the agent neglects to attend the contract appointment until it is missed; he is not liable for that if it is known that he is negligent in his appointments and that this is the level of care he exercises in his personal affairs and private work.

What is included in the paragraph is an exception by the text of the system to what is included in Article (164) of the general rules, which states: "If what is required from the debtor is to preserve the thing or manage it or exercise caution in executing his obligation, he has fulfilled the obligation if he exercises the care of an ordinary person even if the intended purpose is not achieved unless a statutory text provides otherwise."

If the agency is for a fee, the agent is obligated to exercise the care of an ordinary person in its execution; thus, the standard of liability here is objective. The care the agent exercises in his personal affairs is not considered here, whether it is less than or more than that of an ordinary person; because the agency for a fee is in the interest of both contracting parties. An example of this is if a person is appointed to sell goods that need preservation and they are damaged due to his negligence, he is liable for failing to exercise the care of an ordinary person.

The distinction in liability between an agency for a fee and an agency without a fee considers the custom that does not require from a volunteer the same care as is required from someone who takes a fee and practices it professionally.

Third Liability: Agent's Liability for Foreign Cause:

The agent is not liable for a foreign cause such as force majeure, the fault of others, or the fault of the principal whether the agency is for a fee or without a fee.

Explanation of Article 488

After Articles (487) and (488) clarified the agent's obligation not to exceed the limits of his agency and to exercise due diligence in its execution, this article comes to clarify the limits of what the agent can do in the case of multiple agents and the scope of his responsibility for the other agents.

The first paragraph clarified that if there are multiple agents and each has an independent agency contract, then each has the right to act independently in what he was appointed for unless the principal stipulates otherwise. If each agent was appointed to sell or buy, and each has an independent agency contract, then each of them can act in selling and buying without referring to the other agents. This is due to the presumption of the principal's intention for each to act independently by making each agent in an independent contract. This presumption is nullified if the principal explicitly states otherwise, requiring the agents not to act independently; thus, none of them can act alone without the others.

The second paragraph clarified that if there are multiple agents appointed in a single contract without the principal allowing any of them to act independently, they must act collectively unless the principal explicitly permits any of them to act independently. If they are appointed to sell, buy, or lease, the action must be issued by all of them after they all agree on it. If the action is issued by one of them without referring to the others, it is invalid due to the lack of authority in that; because the authority is only valid when they are together. The appointment of all agents in a single contract is a presumption indicating the principal's intention for the agents to work collectively.

The third paragraph came to clarify the responsibility of the agents when they are multiple; the principle is that each agent is responsible for his actions and what he issues, and they are not jointly responsible except in only two cases:

The first case: If the agency is indivisible, such as when a person appoints two agents together to sell a specific house, it is inconceivable for each agent to sell independently, thus they are jointly responsible for executing the agency.

The second case: If the damage to the principal results from a joint error between the agents, such as when a person appoints several agents to purchase goods, and they purchase defective goods due to not exercising the required diligence; in this case, they are jointly responsible for the error occurring among them.

Even if the agents are jointly responsible as in the previous two cases, they are not responsible for what one of them does exceeding the limits of the agency, such as when a person appoints agents to sell a property for an immediate price, and one of them sells it for a deferred price. They are also not jointly responsible for what one of them does if he was abusive in executing the agency, such as when a person appoints agents to sell a property without specifying whether the price is immediate or deferred, and one of them sells it for a deferred price while it could have been sold immediately, thereby considering the buyer's interest over the principal's interest.

Explanation of Article 489

The article addresses the ruling on an agent appointing another agent and the effect of this delegation.

The first paragraph clarifies the principle that an agent is not permitted to appoint another agent for the matter they were appointed for, unless the principal has authorized this. Such authorization by the principal constitutes a delegation for the agent to enter into a legal transaction represented by an agency contract, whereby the second agent becomes the principal's original agent and representative under this contract.

The second paragraph explains that an agent authorized to appoint another without specifying the person is not liable for the actions of the appointed agent except in two cases:

First Case: The agent's liability for their error in selecting the second agent, determined according to Article (48); if the agency is without compensation, the agent is obliged to exercise the care in selecting the second agent that they would in their personal affairs, without being required to exert more than the usual person's care; if they fail to exercise such care, they are liable for their error in selection. If the agency is for compensation, the agent is obliged to exercise the care of the usual person in selection; if they fail to exercise such care, they are liable for their error in selection.

Second Case: The agent's liability for any instructions given to the second agent that caused damage.

It is understood from the article that if an agent authorized to appoint a specific person does so, or is authorized to appoint an unspecified person and does so, and does not err in their selection or issue instructions that caused damage, they are not liable for the actions of the second agent.

The third paragraph clarifies that the principal may dismiss the second agent, as the agency is originally for their benefit. Likewise, the agent may dismiss the second agent they appointed, as the right to appoint an agent includes the right to dismiss them. It also clarifies that the dismissal of the first agent results in the dismissal of the second agent, in accordance with the general rule: "If the principal falls, the subsidiary falls."

Explanation of Article 490

After Articles (487) and (488) determined the agent's obligation not to exceed the limits of the agency and to exercise due diligence, Articles (490 - 496) came to clarify some applications of these two obligations in the most important legal transactions that are the subject of the agency, namely, the agency in purchasing and the agency in selling. Articles (490 - 493) addressed the applications of these two obligations in the agency in purchasing, and Articles (494 - 496) addressed their applications in the agency in selling.

This article determined that if an agent is commissioned to purchase something without the principal specifying its price, the agent is obliged to purchase it at the fair market price and is not allowed to buy it for more than the fair market price, even if the increase in price is slight, provided that the item has a known and defined value, like goods that have organized markets where prices are announced. In this case, the principal has the right to claim compensation from the agent for that increase. If the item does not have a defined value, it is permissible to purchase it with a slight increase, as this usually occurs in transactions, but it is not permissible to purchase it at a loss, which is an amount exceeding the fair market price beyond the usual. This is because the agent is required to exercise care in executing the agency, and his actions are tied to the interest of his principal, as the principal places the agent in his own position in legal transactions.

It is understood from the article that the agent purchasing for less than the fair market price, or purchasing for more than the fair market price with the principal's approval, is considered a valid purchase and its legal effects ensue. This is because the purchase in the first case is in the interest of the principal, and in the second case, it is validated by his approval.

Explanation of Article 491

The article addresses a number of actions that involve a conflict between the agent's interest in purchasing and the principal's interest; the agent is prohibited from these actions by virtue of his obligation to exercise care in executing the agency and not to exceed its limits.

The first paragraph clarifies that the agent in purchasing is not allowed, if tasked with purchasing a specific item, to buy it for himself; because the purchase of this item is intended for the principal, and the requirements of the agency dictate that the agent adheres to the limits of his agency and acts in the interest of the principal. If the agent is tasked with purchasing a specific item and buys it for himself, the purchase is considered for the principal even if the agent declares at the time of purchase that he is buying it for himself, with consideration to the exception mentioned in Article (492).

There is no conflict between what this article contains and what is contained in Article (91) of the general rules, which states that "if the contracting deputy does not inform the other party at the time of contract formation that he is contracting in his capacity as a deputy, the effect of the contract is not attributed to the principal as a creditor or debtor unless it is assumed that the party contracting with the deputy knows of the agency or it is indifferent to him whether he deals with the principal or the deputy"; Article (91) addresses the relationship between the deputy, who is the agent here, and the other contracting party; the contract is not attributed to the principal if the agent does not clarify at the time of contracting with others that he is contracting in his capacity as an agent. As for the relationship between the principal and the agent, it is governed by the agency contract concluded between them; the agent is not entitled to claim for himself the effects of what he was tasked with in terms of rights, and the agent refers back to the principal for obligations arising from the contract as long as they are within the limits of his agency. The relationship remains dual among the three parties: a relationship between the agent and the seller governed by the sales contract, and a relationship between the principal and the agent governed by the agency contract; if the agent does not declare his agency to the party he contracted with, his relationship with his principal does not differ from that of an agent who declared it; there is no difference between them in terms of the agent's duties and responsibilities towards his principal and not claiming the deal he concluded for himself.

The second paragraph clarifies that the agent in purchasing is not allowed to buy for his principal from his own money or from the money of his ascendants, descendants, spouse, or from someone with whom the transaction would bring gain or avert loss for the agent, except with the permission of his principal.

Explanation of Article 492

The article addresses two cases in which the agent's contract in purchasing is attributed to the agent and not to the principal:

The first paragraph addresses the first case, which relates to the effect of the agent's violation of his obligations stated in Article (490) by not purchasing for more than the equivalent price if the principal has not specified the price, and by not purchasing for more than the price specified by the principal if the price has been specified;

The paragraph states that if the agent purchases for his principal at a loss, meaning at a price higher than the usual equivalent price when the principal has not specified the price, or if the agent purchases for more than the price specified by the principal;

In both cases, whether purchasing at a loss or for more than the specified price, the principal has the option between two choices:

The first option: The principal does not approve the agent's action; in this case, the purchase is attributed to the agent and not to the principal, even if the agent mentioned in the contract that he is purchasing in his capacity as an agent for his principal; because he violated his obligation to exercise due diligence in executing the agency and not to exceed the limits of the agency; thus, the contract is not executed in favor of the principal.

The execution of the purchase in favor of the agent and not the principal does not prevent the other contracting party who contracted with the agent from requesting the annulment of the contract due to a mistake in the identity of the contracting party if the conditions for annulment due to mistake are met.

The second option: The principal approves the agent's action; in this case, the contract is attributed to the principal, and he has the right to demand compensation from the agent for the excess over the price specified if the price was specified, or compensation for the amount of the loss, which is the excess beyond the usual without the minor excess if the price was not specified and the item sold did not have a known and determined market value.

It is understood from the paragraph that if the principal did not specify the price and the agent's purchase was not at a loss, meaning not at an excess beyond the usual; the principal cannot insist on the contract not being executed in his favor, and two scenarios are excluded from this:

The first scenario: If the principal did not specify the price, and the item sold had a known and determined market value; and the agent purchased it with a minor excess; the principal can demand compensation from the agent for that excess in application of Article (490) and cannot insist on the contract not being executed in his favor.

The second scenario: If the principal did not specify the price, and the item sold did not have a known and determined market value; and the agent purchased it with a minor excess; the principal cannot request compensation or insist on the contract not being executed in his favor; because such occurrences in dealings among people are customary.

The second paragraph addresses a second case in which the agent's contract in purchasing is attributed to the agent and not to the principal, which is when the agent explicitly states in the purchase that he is buying the item for himself in the presence of the principal, the purchase is for the agent; because the principal's silence with knowledge that the agent is buying for himself is considered implicit approval that what the agent purchased is for himself and not for the principal, and what the paragraph contains is an exception to the rule established in paragraph (1) of Article (591); so if the agency is for purchasing a specific item and the agent explicitly states at the time of purchase that he is buying the item for himself in the presence of the principal without objection from him; the purchase is for the agent.

Explanation of Article 493

The article clarifies the ruling in the event that the agent in a purchase pays the price of the sold item from his own money, not from the money of his principal;

The default is that the purchasing agent buys with the principal's money within the limits contained in the agency, but the agent may take the initiative - despite not being obligated to pay the price from his own money nor expected to wait for the principal to pay the price;

Thus, the article decided that the purchasing agent, when executing the agency within the prescribed limits, has the right to claim from the principal the price of the sold item that he paid, and all the expenses he incurred in executing the agency to the customary extent, such as purchase tax, brokerage commission, and travel expenses if executing the agency required the agent to travel. He also has the right to claim compensation for any damage incurred in the course of executing the agency in the usual manner as will be mentioned in Article (500), and the principal cannot refuse the agent's claim on the grounds that the agent hastened to pay the price, or on the grounds that the purchase was for the agent due to the presumption of him paying the price from his own money, or that he is a donor; as donation is not presumed.

What the article has decided is considered an application of the general principle established by Articles (96 - 99) in the general agency in any legal transaction.

Explanation of Article 494

The article, along with the following two articles (495, 496), begins to explain some applications of the agent's obligation in a sale not to exceed the limits of the agency and to exercise due diligence.

The first paragraph clarifies that the agent's obligation in a sale not to exceed the limits of the agency and to exercise due diligence means that the agent is not permitted to sell the item for less than the price set by the principal. If the principal has not set a price, the agent is not allowed to sell it for less than its usual market price, even if the reduction is slight, provided the item has a specific market value. If the item does not have a specific market value, the agent may sell it with a slight reduction, but not at a loss, which is defined as selling for less than the usual market price by an unusual amount.

The reason for prohibiting the agent from selling for less than the specified price or the usual market price is that it constitutes exceeding the limits of the agency and a breach of the due diligence required of the agent, as the agent's actions are tied to the principal's interest; the principal places the agent in their own position in the sale.

The second paragraph explains the consequence of the agent's breach of the obligation set by the first paragraph in a sale. If the agent sells for less than the price set by the principal or less than the usual market price without the principal's permission, the principal has two options:

The first option: The principal may not approve the sale, in which case the sale is not binding on them, as the agent's action is outside the limits of the agency. However, the article makes an exception if the buyer from the agent is in good faith; the sale is binding on the principal to protect the apparent situation and ensure transaction stability, as the principal is the one who authorized the agent to act on their behalf, leaving the principal with only the second option in this case.

A buyer is considered in good faith if, at the time of contracting, they did not know that the agent was exceeding the limits of the agency and could not have known even if they exercised the diligence expected of an ordinary person under the circumstances.

The second option: The principal may approve the sale, in which case the sale is binding on them, and they have the right to claim compensation from the agent for the reduction from the price set if a price was set, or compensation for the reduction from the usual market price if no price was set, according to the details in the first paragraph. They are compensated for the reduction from the usual market price, even if the reduction is slight, if the item has a specific market value, and compensated for the amount of loss, which is the unusual reduction, not the slight reduction, if the item does not have a specific market value.

The article implies that it is permissible for the agent to sell for more than the price set by the principal or more than the usual market price if no price is set, and such a sale is considered valid and its legal effects ensue, as the sale in both cases benefits the principal, unless the principal has a purpose in setting the price, as explained in Article (486), which states: The agent's action that is more beneficial to the principal is not considered exceeding the limits of the agency, unless the principal has a purpose in setting the agency.

Explanation of Article 495

The article addresses a number of actions that involve a conflict between the interest of the agent in the sale and the interest of the principal; the agent is prohibited from these actions by virtue of his obligation not to exceed the limits of the agency and to exercise care for the benefit of his principal.

The first paragraph clarifies that the agent in the sale is not allowed to purchase for himself what he was appointed to sell unless with the principal's permission; because purchasing for himself what he was appointed to sell raises suspicion of prioritizing his own interest over that of his principal, and because the prohibition is based on a legal presumption that when the principal appointed someone else to sell and did not authorize him to purchase for himself through the contract, he did not intend to expand the agency to the extent that would allow the agent to purchase for himself, as this involves a conflict of interest that is not necessitated by the mere representation.

What is contained in the paragraph is an application of the provision of Article (93) prohibiting the agent from contracting with himself if he is not authorized to do so, and Article (356) prohibiting the agent from purchasing for himself if he is not authorized to do so.

The second paragraph clarifies that just as the agent in the sale is prohibited from purchasing for himself, he is also prohibited from selling to his ascendants, descendants, spouse, or anyone whose purchase would bring a benefit to the agent or relieve him of a burden, such as his manager at work, unless with the principal's permission; because selling to any of these parties involves suspicion that the agent aims to derive a benefit for himself or them from this transaction, and thus does not safeguard the principal's interest in what he sells; the guarantees for protecting the principal's interest are not sufficiently available in this transaction.

The principal's permission for the sale, whether in the agent's purchase for himself or his sale to his ascendants, descendants, spouse, or anyone who would bring him a benefit or relieve him of a burden, makes the contract binding on the principal whether the permission was prior to the transaction or was a subsequent approval; because the prohibition was for his benefit, he is allowed to waive it, and if the principal approves the sale, the approval is retroactive to the time of the sale, not the time of the approval.

The principal cannot argue the non-effectiveness of the sale against the buyer's successor if that successor acquired a real right in exchange in good faith, in application of Article (357).

Explanation of Article 496

The article addresses another application of the agent's obligation in sales not to exceed the limits of the agency and to exercise due diligence;

The first paragraph clarifies that the agent is not permitted to sell the principal's property for a deferred price unless explicitly or implicitly authorized to do so. For instance, if a person is appointed to sell a car without specifying whether the sale is immediate or deferred, the agent may only sell it immediately unless the principal permits a deferred sale, whether the permission is explicit or implicit. Implicit permission may be inferred if the agent is known to only engage in deferred sales, or if it is customary for such property to be sold only on a deferred basis.

If the agent is restricted to selling on a deferred basis, they may sell immediately if it is at the same price, as this is in the principal's interest, in accordance with Article (486): "An agent's action that is more beneficial to the principal is not considered exceeding the limits of the agency unless the principal has a specific purpose in defining the agency."

The second paragraph clarifies that the agent, in deferred sales, may take a mortgage or guarantor from the buyer even if not authorized by the principal, as this is in the principal's interest and provides assurance and security for the deferred price. This is an action that is more beneficial to the principal, in accordance with Article (486).

Explanation of Article 497

The article clarified another obligation of the agent, which is to provide the principal with two things. The first is the necessary information related to the agency.

The second is to provide an account of the agency. The agency often takes a long time, and obligating the agent to provide the principal with the necessary information obtained during the execution of the agency is a protection for the principal's interest; as it allows the principal to be aware of the agency and its consequences, and to be informed about the agency in terms of the beginning of execution, end of execution, stages of execution, the outcome of actions, and when the action ends; thus enabling the principal to make an appropriate decision.

Moreover, the agent's obligation to provide an account of the agency after completing the work, or after the period specified by the principal in the agency contract, serves the principal's interest; as it clarifies the rights owed to and by the principal, and allows the principal to seek compensation from the agent for any damage caused by the agent's failure to deliver what was received from the principal for the agency's tasks. The agent is exempted from the obligation to provide the principal with necessary information and to provide an account if the agreement or the nature of the transaction dictates otherwise; such as if the agreement exempts the agent from providing information or an account, or if custom dictates so, or if the nature of the transaction does not require providing the principal with information or an account.

The agent fulfills their duty by executing the work agreed upon in the agency contract; if the agent's work is to be performed at a specific time, they must deliver what they received to the principal at that time.

The second paragraph clarified that the sales agent does not have the right to withhold the principal's money received on their behalf as an agent unless they agreed on that, or if there is a custom of withholding; because the ownership of the price belongs to the principal.

Explanation of Article 498

The article stipulates that the agent must deliver to their principal what they have received in the course of their agency work;

The agent is obligated to deliver what they have received to their principal with the care of an ordinary person and to deliver what they have received to their principal at the agreed delivery time. If no delivery time is agreed upon, the delivery should occur when the agent completes their work or at the end of the agreed period in the agency.

The agent must also deliver to their principal any money, sale proceeds, documents, or identification papers, and other movable items received by the agent in the course of their agency work, whether as an original agent for the principal or as a commission agent. Delivering what the agent has received in the course of their agency work is considered a primary obligation arising from the agency contract, and this obligation differs from the agent returning a deposit at the end of the agency contract if the agency involves a trust with the agent.

The delivery by the agent of what they have received includes everything related to the money subject to the agency, such as its increase or the fruits it produces, and also the benefits the agent gains from the principal's money. If the agent buys something for the principal at less than the usual price, the price difference is included in what the agent has received for the principal and returns to the principal.

One of the effects of the agency obligation is that the agent must deliver everything they have received to their principal until the end of the agency contract, as the termination of the agency contract results in the termination of all actions issued by the agent concerning it.

Explanation of Article 499

The article addresses the principal's obligation to pay the agreed fee to the agent, after the previous articles outlined the agent's obligations.

The first paragraph clarified that the principal is originally obligated to pay the agreed fee to the agent once the agent has performed his work, and the principal cannot refrain from paying the fee on the grounds that the agent did not deliver what he received from the principal for his agency work;

This is because the two obligations are independent of each other, so the non-fulfillment of one does not affect the other, unless the parties agree otherwise, or there is a custom that gives the principal the right to withhold the agreed fee until the agent delivers what he received from the principal for his agency work.

The agent's performance of his work is realized by executing the work agreed upon in the agency contract; if the agent's performance of his work is at a specific time, he must deliver what he received to his principal at that time.

Explanation of Article 500

The article clarified the effect of the principal's breach of the obligation to pay the agent's fee on their relationship.

The first paragraph explained that if the agent has earned the fee upon completion of the work, and the principal refrains from paying the fee, the agent then has the right to retain what he has received on behalf of his principal from funds related to his agency work until he receives his fee. This is on the condition that the fee is due, and what he has received from the agency is related to the agency. It does not matter whether what he received is cash or in kind, and he is not allowed to retain what he received from another agency unrelated to the agency for which the principal did not pay the fee. If the agent retains what he received for his agency work, he is not liable for any loss unless it is due to his negligence or misconduct. He is also not allowed to retain the principal's funds except to the extent necessary to cover the due fee. If the agent collects his fee from the retained funds, he must return the remaining funds to the principal.

What the paragraph decided is an application of the non-performance defense rule stipulated in Article (114), which states that the principal is not obligated to pay the fee until what the agent received for his agency work is delivered; this is due to the connection between the principal's obligation to pay the agent's fee and the agent's obligation to deliver what he received for his agency work to his principal; each is a cause for the other's obligation.

The second paragraph clarified that the agent is allowed to resort to the judiciary to claim his fee from the principal, and he has the right to claim compensation for the damage he suffered due to the principal's failure to pay the agreed fee. The compensation here is estimated based on the damage suffered by the agent as a result, such as loss of opportunity, missed profit, and incurred loss.

In the case of an agency for a fee, the principal is not allowed to refrain from paying the agent's fee if the agent has earned the fee upon completion of the work. The principal has the right to claim compensation from the agent for the damage he suffered due to the agent's failure to deliver what he received from the principal for his agency work.

Explanation of Article 501

The article clarified that the general rules established in the provisions of contracting by agency, as stated in the first section of this system in articles (87-93), apply to the relationship between the principal and the agent with the third party who contracted with the agent.

According to article (87), agency in contracting can be conventional, judicial, or statutory, and conventional agency includes representation.

The application of the provisions of contracting by agency to the relationship between the principal and the agent with the third party does not affect the relationship between the principal and the agent; the provisions of agency apply to their relationship.

Explanation of Article 502

The article outlines a number of reasons that terminate the agency contract, which are:

The first reason: The agent completes the work assigned to them. For example, if the work assigned to the agent is to litigate a specific case, the agency ends with the conclusion of the case, whether the agent succeeds in what they were assigned or not.

The second reason: The expiration of the specified term of the agency. For instance, if a person appoints another to manage their property for a year, the agency ends with the end of the year. If the agent continues to work after the term has expired with the knowledge of the principal and without their objection, this is considered an implicit renewal of the agency.

The third reason: The death of the agent or the principal, as the agency contract is based on the consideration of the personalities of the principal and the agent, whether the agency is for a fee or not. The agency contract ends with the death of either party. However, if the principal dies, the agent must bring the works they started to a state where they are not exposed to damage, and the agency remains in effect concerning the works performed for this purpose. The termination of the agency due to the death of the principal or the agent is not a matter of public policy; it is permissible to agree otherwise, and it becomes an obligation within the limits of the estate.

The fourth reason: If the agent or the principal loses their legal capacity; if the principal loses their legal capacity, the agency contract ends because the effect of the transaction conducted by the agent cannot be attributed to them due to the loss of capacity. If the agent loses their legal capacity, the agency contract ends because the agent cannot directly perform the transaction for which the principal appointed them.

Explanation of Article 503

The article refers to one of the reasons for the termination of the agency, which is the principal's dismissal of the agent; the principal may dismiss the agent from the agency, whether the agency is for a fee or without a fee. The principal may also restrict the powers granted to the agent. For instance, if the principal authorized the agent to sell, purchase, and receive the price, and then wanted to restrict it to selling and purchasing without receiving the price, the agent's powers would be limited to selling and purchasing without receiving the price.

The principal has the right to dismiss the agent and restrict his authority at any time he wishes, and the dismissal and restriction can be explicit or implicit. It is explicit when the principal explicitly states the dismissal of his agent, and it is implicit, for example, when the principal appoints another person for the task that can only be performed by one person, which implies implicit dismissal, and the same applies to restriction.

The principal's right to dismiss his agent and restrict him is limited in two cases. This article specifies the first case, which is when the agency is issued for the benefit of the agent or a third party. An example of an agency that involves the agent's interest is when co-owners appoint one of them to manage the common property; here, the agency is not only in the principal's interest but also in the agent's interest. An example of an agency involving a third party's interest is when a person is appointed to sell a house and receive its price to pay off a debt owed to a third party; here, the agency involves a right for the third party, who is the principal's creditor. When the agency is for the benefit of the agent or a third party, the principal cannot terminate the agency by dismissing the agent or restricting it without the consent of the interested party. If the interested party does not consent, the agency remains in effect, and the effect of the action is attributed to the principal.

The following article (496) refers to the second case. The article clarifies that the principal, in all cases, if he dismisses his agent or restricts his powers in the agency, must inform the agent of the dismissal or restriction. If the principal does not inform the agent of the dismissal or restriction, the dismissal or restriction does not take effect, and the agency remains in effect. If the agent contracts after being dismissed and before being informed with a person in good faith, the effect of the contract is attributed to the principal.

Explanation of Article 504

The article refers to the second situation where the principal's right to dismiss or restrict their agent is limited; which is when the agency is for a fee and the principal dismisses the agent at an inappropriate time or without an acceptable justification. In such cases, the dismissal is valid, and the agent is relieved from the agency; however, the principal is required to compensate the agent for any damage incurred due to this dismissal, such as being awarded the full fee or part of it as determined by the court, because the dismissal in this situation involves an abuse that necessitates compensation.

The difference between this situation and the one mentioned in Article (503) is that in this case, the dismissal is valid and the agent is relieved, with the principal being obligated to compensate; whereas in that situation, the agent is not relieved, their agency remains in effect, and the consequences of their actions are attributed to the principal.

Explanation of Article 505

The article refers to one of the reasons for the termination of the agency, which is the agent's renunciation of their agency.

The first paragraph of the article clarifies that the agent may renounce the agency if it does not concern the interest of others, provided that the agent informs their principal of the renunciation.

The second paragraph clarifies that if the agency involves the interest of others, such as when the agent is entrusted with settling a debt owed by the principal from the principal's funds held by the agent, the agent may not renounce the agency unless three conditions are met: the first condition is the existence of serious reasons justifying the agent's renunciation. The second condition is that the agent informs the third party whose interest is involved in this agency of the renunciation. The third condition is that the agent grants the third party sufficient time to take appropriate measures to protect their interest involved in this agency. If these three conditions are not met, the agent may not renounce their agency.

The third paragraph establishes a general rule that the agent, in all cases where they renounce the agency, must continue to perform the tasks they have started until reaching a stage where there is no risk of harm to the principal. This paragraph generally includes all cases of agency without compensation, whether or not they involve the interest of others, or if they involve the interest of others and the three conditions outlined in the second paragraph are met; because those conditions relate to the interest of others, not the principal's interest. Even with those conditions met, the agent remains obligated to their principal to continue performing the tasks they have started until reaching a stage where there is no risk of harm to the principal. The consequence of the agent violating this paragraph by renouncing the agency at a stage where harm befalls the principal is that the renunciation is valid, but the agent must compensate the principal for the damage caused by their renunciation before reaching a stage where the principal is safe from danger.

The fourth paragraph clarifies that if the agency is for compensation and the agent renounces it at an inappropriate time or without an acceptable justification, the renunciation is valid, and the agency contract ends. However, the agent must compensate the principal for the damage caused by this, as the agent's renunciation in this case is arbitrary and warrants compensation. It becomes clear that the scope of compensation the agent owes to their principal in the case of renouncing a compensated agency is broader compared to an uncompensated agency; in a compensated agency, the agent is required to compensate if the renunciation occurs at an inappropriate time, even if the renunciation is from a task not yet started, or if the renunciation is without an acceptable justification. In contrast, in an uncompensated agency, the agent is only required to compensate if they renounce the agency in a task they have started and have not reached a stage where there is no risk of harm to the principal, and it is not required that the renunciation be for an acceptable justification; if the agent renounces the agency without an acceptable justification at a stage where there is no harm to the principal if they do not continue the tasks they started, they are not required to compensate.

Explanation of Article 506

The article defines the contract of deposit; it is a contract between two parties, the depositor and the depositary, whereby the depositary is obliged to preserve the depositor's property, which is the deposit, and return it in its original form upon the termination of the deposit contract.

It is clear from this definition that the contract is not considered a deposit contract unless its primary purpose is preservation. If the contract includes preservation of the property but this is not the main purpose of the contract, it is not a deposit contract. For example, lease, loan, agency, partnership, speculation, and contracting if the materials are provided by the employer, and other such contracts include an obligation on the contracting party to preserve what is in their possession for the other contracting party, but they are not considered deposit contracts because the obligation to preserve in these contracts is incidental and not fundamental.

If a person leaves their belongings with another without the latter explicitly or implicitly committing to preserve them, it is not a deposit contract. For instance, if a servant leaves their belongings in their employer's house, or a person leaves their coat in a restaurant or removes their clothes in a sports club, unless the circumstances indicate the other's commitment to preservation, it is considered an implicit contract of deposit. For example, if the restaurant or club owner allocates a place to secure these items, or a person allocates a parking space to preserve cars and the like.

It is clear from the definition that it is not required for the deposit contract that the deposit be a valuable or fungible asset; the contract can apply to fungible assets like gold bars or new devices and also to valuable assets like used items. It is also not required that the asset be non-consumable; it is permissible to deposit food such as grains or fruits, provided that the depositary returns them in their original form.

The characteristics of the deposit contract can be summarized as follows: The first characteristic: it is essentially a gratuitous contract; if the deposit is for a fee, it is considered a contract of exchange. The second characteristic: it is a real contract if it is without a fee, and if it is for a fee, it is a consensual contract. The third characteristic: it is primarily a unilateral obligation, binding only on the depositary, and if it is for a fee, it is binding on both parties. The fourth characteristic: personal consideration predominates in this contract, especially on the part of the depositary. The fifth characteristic: it is a non-binding contract from the depositor's side; they have the right to request the return of the deposit at any time unless it is clear that the term is for the benefit of the depositary.

Explanation of Article 507

The article clarified that the default in a deposit contract is that it is gratuitous; the depository does not receive a fee for keeping the deposit. However, it is permissible to agree that it will be for a fee, whether the agreement is explicit or implicit. An implicit agreement can be when custom dictates that certain types of deposits are kept for a fee, or when the depository is someone who keeps deposits professionally, which is considered an implicit agreement on the fee; the depository is entitled to a fee for keeping the deposit, even if it is not explicitly stated.

Explanation of Article 508

The article clarified the condition for the conclusion of a deposit contract if it is without compensation, which is the receipt of the deposit;

Accordingly, the deposit contract is of two types:

The first type: The deposit contract is with compensation; in this case, the contract is consensual; it is sufficient for its conclusion to exchange offer and acceptance explicitly or implicitly; without the conclusion of the contract being dependent on receipt.

The second type: The deposit contract is without compensation; in this case, the contract is real, not consensual; it is not sufficient for its conclusion to exchange offer and acceptance, but in addition, the deposit must be received by the depositary; there is no effect of the deposit before receipt; the depositary may refuse to accept the deposit before receipt; and he will have no obligation towards the depositor; and once the depositary receives the deposit, the contract is concluded and its effects are established, and the ruling of this article is an exception by statutory text.

Explanation of Article 509

The article addresses the first obligation of the depositary, which is the safekeeping of the deposit. The first paragraph explains the level of care that the depositary must exercise in safeguarding the deposit, distinguishing between paid and unpaid deposits as follows:

First: If the depositary does not receive a fee, the applicable standard is the personal standard, meaning that the depositary is only required to exercise the same level of care as they would in safeguarding their own property, if this care is less than that of an ordinary person. However, if it is higher, they are only required to exercise the care of an ordinary person. This paragraph constitutes an exception by statutory text to what is contained in Article (16), which states: "If the debtor is required to preserve the thing, manage it, or exercise caution in fulfilling their obligation, they have fulfilled the obligation if they exercise the care of an ordinary person, even if the intended purpose is not achieved, unless a statutory text provides otherwise."

Second: If the depositary receives a fee, the applicable standard is the objective standard. Therefore, the general rule that imposes the care of an ordinary person on the debtor applies, including when the deposit is in the sole interest of the depositary. This distinction respects the custom that does not require the same level of care from a volunteer as it does from someone who is paid and professionally engaged in the task.

The second paragraph applies the difference between the types of care required from the depositary, stating that if the deposit is unpaid, the depositary may safeguard the deposit themselves or entrust it to someone they trust to safeguard their own property, such as a family member, if necessary, even without the depositor's permission. The depositary is not considered negligent in safeguarding the deposit in this case, as they are not required to exercise more care than they would in safeguarding their own property, which includes this scenario. The justification for deviating from the predominance of the personal standard in the deposit contract in this case is the indication of the circumstances; if the depositor does not stipulate that the depositary must safeguard it themselves and the deposit is unpaid, the system considers this as an implicit acceptance by the depositor that the depositary may safeguard the deposit in the same manner they safeguard their own property. This includes situations where they safeguard their property with family members. Therefore, the term "safeguarding" is used in this article instead of "depositing," contrary to Article (510), to indicate that safeguarding it with a family member is a material act inherent in safeguarding it, and not a formal act of depositing with a third party. The paragraph clarifies that if the deposit is paid, the depositary may not safeguard the deposit with someone they trust to safeguard their own property, such as a family member, because the required care in this case is that of an ordinary person, which does not include this scenario.

These provisions are not of public order; the contracting parties may agree to modify them, whether by increasing, decreasing, or exempting the depositary's liability. For example, increasing liability could involve stipulating the care of an ordinary person even if the deposit is unpaid, decreasing liability could involve stipulating the depositary's own level of care in a paid deposit, and exemption could involve stipulating that the depositary is not liable for their mistake. All of this is valid unless it involves fraud or gross negligence, in accordance with Articles (173, 174) of the general rules. If there is doubt in interpreting any condition, it is interpreted in favor of the party bearing the burden; in the case of increased liability, doubt is interpreted in favor of the depositary, while in the case of limiting or exempting liability, doubt is interpreted in favor of the depositor, in accordance with Article (104).

Explanation of Article 510

The article clarified the second obligation of the depositary, which is the obligation not to substitute another in the deposit; he is not allowed to deposit the item with another person, whether the deposit is for a fee or without a fee. This obligation, as is apparent, is a negative obligation to refrain from an act; the reason for this obligation is that the deposit contract is based on personal consideration, as is the case with other contracts based on personal consideration, such as agency and lending contracts.

The article exempts two cases in which the depositary is allowed to deposit the item with another:

The first case: if the depositor permits it; with explicit or implicit permission, as the article does not restrict the permission to being explicit.

The second case: if the depositary is compelled to do so; such as being surprised by a situation where he cannot return the deposit nor seek the depositor's permission to deposit it with another; like a sudden trip or being confronted by someone, and the like; in this case, he must retrieve it as soon as the reason ceases; in application of the general rule: "necessity is measured by its extent."

Explanation of Article 511

The article clarified the third obligation of the depositary, which is not to use the deposit or to establish any right for others on it; such as selling, renting, lending, or mortgaging it, and the like. This obligation is derived from his original obligation to preserve the deposit; one of the requirements of preserving the item is not to use it or establish a right for others on it. This obligation, as is evident, is a negative obligation to refrain from action.

An exception to this is if the depositor permits the depositary to use it, then he may use it, and the contract does not cease to be a deposit as long as the primary purpose of the contract is preservation and not use; for example, if a person deposits his car or watch with another and permits him to use it whenever he wishes. However, if the primary purpose of the contract is use, and preservation is secondary, it is not considered a deposit but rather a loan if it is something non-consumable or a loan if it is something consumable.

Explanation of Article 512

The article clarified the first obligation of the depositor under the deposit contract, which is to pay the agreed fee if the deposit is for a fee. It also explained the time at which the fee must be paid, which is the time when the deposit is concluded. If there is an explicit or implicit agreement to pay the fee at a different time, such as agreeing to pay it at the time of deposit, then that agreement is to be followed. An implicit agreement could be the existence of a specific custom contrary to what the article has stipulated; in such a case, that custom is to be followed.

Explanation of Article 513

The article refers to the second obligation of the depositor; the first paragraph clarifies that the depositor is obliged to compensate the depositary for the usual expenses required for the safekeeping of the deposit. This applies to items that require maintenance expenses, such as deposits of animals that need feeding, or goods that require storage in a rented warehouse or the employment of a guard, and so on. The depositary has the right to claim these expenses from the depositor, as there is an implicit permission from the depositor from the outset, because the nature of the deposit necessitates this. These expenses must be reasonable and not exaggerated.

The second paragraph explains a situation that may occur to the depositary during the safekeeping of the deposit; which is the absence of the depositor and the inability of the depositary to reach him, while the deposit requires unusual expenses. These expenses fall into two scenarios:

The first scenario: If the expenses are necessary, the depositor is obliged to compensate the depositary for them even if the depositor has not explicitly authorized them, because they prevent harm to the depositor, applying the principle of public interest. Custom and tradition dictate that the depositary covers necessary unusual expenses on the deposit. This is contrary to what is stipulated in Article (69) regarding the rule of payment by a third party, which states: "The payer cannot claim reimbursement from the debtor for what he has paid unless he has paid the debt at the debtor's request, or with his approval, or if he has the right to claim reimbursement by virtue of a statutory provision." In that article, the depositor is not obliged to compensate except in the mentioned cases, unlike this article which does not require reimbursement unless the expenses are necessary. Therefore, the depositary's claim for unusual expenses on the deposit, even without the depositor's permission, is considered an exception to the general rule stipulated in Article (69).

The second scenario: If these expenses are unusual, the depositary may refer the matter to the court to decide on the deposit, whether by authorizing him to spend on the deposit, sell it, or take other measures to protect the deposit from destruction or loss. This deviates from what is customary and traditional; the depositor is not obliged to compensate for them except after court authorization or implicit permission from the depositor.

Explanation of Article 514

The article clarified the third obligation of the depositor, which is to receive the deposit upon the termination of the deposit contract. The depositor cannot refuse to receive the deposit if the depositary offers it when the deposit contract ends.

If the depositor refuses to receive the deposit without a legitimate reason, the depositary may refer the matter to the court to order its sale or to deposit it with another entity if the deposit is at risk of perishing, damage, requires expenses for its preservation, or if its retention in the possession of the depositary causes harm. The depositary has the right to claim from the depositor all expenses incurred due to the depositor's failure to receive the deposit and to claim compensation for the damage suffered as a result.

For example, if the deposit consists of animals that require feed and expenses, and the depositor refuses to receive them, the depositary may refer the matter to the court to order their sale and deposit the proceeds in the court. The depositary can claim the expenses incurred for feed and care from the depositor.

If the depositary sells the deposit with the court's permission, they are obliged to return the proceeds to the depositor. If the deposit is not at risk of perishing or damage, does not require expenses for its preservation, and its retention in the possession of the depositary does not cause harm, the depositary is not entitled to sell it. Instead, they may deposit it in a place deemed appropriate by the court, at the depositor's expense.

If the depositary sells the deposit without the court's permission, the sale is not enforceable against the depositor, and the depositor may seek recourse against the depositary for indemnity, within the limits of what is guaranteed if the depositary is neither negligent nor at fault.

Explanation of Article 515

The article clarifies the effect of the depositor's breach of the obligation to pay the agreed-upon fee or customary expenses. If the depositor refuses to pay the agreed-upon fee or customary expenses, the depository has the right to retain the deposit until their right is fulfilled. The depository is not allowed to retain the deposit if the expenses are unusual and no court permission has been obtained for them.

Furthermore, the depository may retain the deposit to the extent necessary to cover the fee or expenses, but they may not retain the entire deposit if the amount due is small, as the depositor's interest is given priority. The right to retain the deposit is subject to the provisions of Article (404) of the general rules, which stipulate that the right claimed by the depository must be due and there should be no legal impediment to this retention.

This article is an application of the principle of non-performance defense stipulated in Article (114), which states that the depositor is not obligated to pay the fee and expenses until after receiving the deposit. This is due to the interconnection between the depository's obligation to deliver the deposit to the depositor and the depositor's obligation to pay the fee and expenses; each is a reason for the other's obligation.

This article differs from other guarantees that apply to the deposit, such as a possessory pledge, because the right of retention is not a real right over the deposit but a guarantee for the execution of a personal obligation by the depositor. This right does not prevent the depositor from disposing of the deposit, and the parties may agree to terms contrary to this provision, such as agreeing that the depository does not have the right to retain the deposit even if the depositor refuses to pay the fee or expenses, or their equivalent, such as a gift contract.

Explanation of Article 516

The article clarified the reasons for the termination of the deposit contract, which are:

First reason: The expiration of the agreed term in the deposit contract, whether the deposit is for a fee or without a fee.

Second reason: The request of the depositor, whether the deposit is for a fee or without a fee;

Since the deposit contract is based on the benefit derived from the depositor, the depositor has the right to terminate the contract whenever he wishes.

Third reason: The request of the depositary, and this scenario is detailed as follows:

First case: If the deposit is without a fee, the depositary has the right to request the termination of the deposit whenever he wishes; since a deposit contract without a fee is based on the donation from the depositary, he can terminate it whenever he wishes without the depositor obliging him to a specific period; this is contrary to when the deposit is for a fee, where the depositary can request the termination of the deposit if no period is specified in the deposit contract; this is if there are legitimate reasons justifying it, such as if keeping the deposit causes him harm, or if he wishes to occupy the place where the deposit is kept. If there are no legitimate reasons for requesting the termination of the deposit, the deposit contract remains in effect until it ends with the completion of the work. This ruling differs from the ruling of Article (405) of the general rules, which states "the lender can reclaim the loan whenever he wishes"; in that article, the lender is not required to state the reason for terminating the loan; unlike this article, which requires stating the reason if the depositary deposits the deposit for a fee.

Fourth reason: The death of the depositor or the depositary; because the deposit contract is based on personal consideration; if the depositor or the depositary dies, the deposit contract ends accordingly; therefore, if the depositary dies, the deposit contract ends with his death, and his heirs are obliged to return the deposit to the depositor. If the depositor dies, the deposit contract ends with his death, and the depositary is obliged to return the deposit to the depositor's heirs. In the event of the depositor's death, the depositary must exercise the required care in preserving the deposit until the depositor's heirs can receive it; this is contrary to when it is a deposit for a fee, where if the term is not specified, the deposit does not end at the request of the depositary except with the completion of the work.

Explanation of Article 517

The article clarified that the deposit contract can be proven by all means of proof; this is because the deposit contract is a gratuitous contract; thus, it does not require a specific form, nor is writing required to prove it; and the depositor can prove the deposit by all means of proof.

Explanation of Article 518

The article clarifies the ruling on hotel deposits or their equivalents, such as hospitals, sanatoriums, cafes, restaurants, commercial stores, sports clubs, and the like. It stipulates that the owners of these places are considered responsible for any deficiency that occurs to the guests' belongings, whether this deficiency is due to theft or loss.

The owners of these places are held responsible for the deficiency whenever three conditions are met:

First Condition: The belongings must be inside the hotel or its affiliated places, such as guest rooms, restaurants, parking lots, and other areas associated with the hotel. If the belongings are outside the hotel, the owners of these places are not responsible for them.

Second Condition: The deficiency that occurred to the guest's belongings must be due to an error or negligence by the hotel owners or one of their employees. If the deficiency is due to theft from outside or loss not caused by an error from the hotel owners, the owners of these places are not responsible.

Third Condition: The guest must have informed the hotel owners of the presence of the belongings at the time of arrival or when they became aware of it. If the guest did not inform the hotel owners of the presence of the belongings, the owners of these places are not responsible for them, as the lack of notification is an indication of the guest's lack of intention to place them under the hotel's protection, and because the hotel may not be able to exercise the required care in safeguarding without knowing of the deposit's presence.

The article exempts two cases from this ruling where hotel owners are not responsible for the deficiency that occurs to the guests' belongings:

First Case: If the deficiency that occurred to the guest's belongings is due to the guest's own error or that of someone accompanying them or visiting them, such as the guest forgetting to lock their room or leaving their belongings outside the room, exposing them to loss or theft, the hotel owners are not responsible.

Second Case: If the deficiency that occurred to the guest's belongings is due to a force majeure, such as earthquakes, volcanoes, and the like, the hotel owners are not responsible.

What is stated in this article is considered public policy; therefore, hotel owners are not allowed to stipulate the negation of their responsibility for the deficiency that occurs to the guests' belongings. This ruling also applies to hospitals, cafes, restaurants, and commercial stores. If the items placed by customers in the custody of these places are subjected to deficiency due to an error by the employees, the owners of these places are responsible for them, and in this case, the cost is borne by the homeowners.

Explanation of Article 519

The article clarifies the effect of the depositary's breach in preserving the deposit in case the breach is due to his fault or the fault of one of his employees;

The first paragraph states that if the deficiency that occurred to the deposit is due to the fault of the depositary, or due to the fault of one of his employees, the depositary is responsible for that deficiency;

The fault here is determined according to what is stated in Article (509), which obligates the depositary to exercise the care in preserving the deposit that he would exercise in preserving his own property, without being required to exercise more than the care of an ordinary person. If the deposit is for a fee, he must exercise the care of an ordinary person in preserving it.

What is stated in this paragraph is an application of the general rules of tort liability, as stated in Article (140) of this system:

"Every fault that causes harm to others obligates the perpetrator to compensate."

The second paragraph clarifies that if the deficiency that occurred to the deposit is due to the fault of the depositor himself, or someone with him, or someone who visited him, the depositary is not responsible for that deficiency;

For example, if a person deposits a sum of money with another, and then another person who does not have the right to dispose of it comes and steals the amount, the depositary is not responsible for that, because the damage arose from the fault of another. What is stated in this article is not of public order; it is permissible to agree on what contradicts it, and it is permissible to agree to exempt the depositary from liability for his fault, or to increase his liability, unless it is due to fraud or gross negligence.

The ruling contained in this article places tort liability on the depositary, not contractual liability, because this article does not address the contract between the depositary and the depositor, but rather addresses the liability that arises from the depositary's act in the deposit.

One of the effects of liability here is that hotel owners are not responsible if the deficiency is due to theft from outside or loss not caused by the depositary's fault. This implies that if the damage arises from a foreign cause such as force majeure, the fault of the depositor, or the fault of another, the depositary is not responsible for the damage that occurred to the deposit. This liability is contractual on the depositary and relates to the negative aspect of the depositary's obligation, as he is not obligated to anything he did not commit to; this is because the deposit contract here is one of the guarantee contracts. However, if it is one of the deposit contracts, he is obligated to guarantee any deficiency that occurs to the deposit, regardless of the cause, unless there is an agreement to the contrary between the depositary and the depositor.

Explanation of Article 520

The article addresses an obligation on the depositary, which is to return the deposit to the depositor upon the termination of the deposit contract;

The depositary is obliged to return the deposit to the depositor in the condition in which it was received; he is not liable for any diminution that occurs to the deposit due to its normal use, or due to its destruction or damage, unless this is due to his negligence or fault, or due to his violation of the instructions issued by the depositor; and he shall deliver the deposit to the depositor or to the person authorized by the depositor to receive it;

For example: if the deposit is a car, the depositary is not liable for any diminution that occurs to it due to its normal use, or due to its destruction, unless this is due to his negligence or fault, or due to his violation of the instructions issued by the depositor;

If the depositary violates the instructions issued by the depositor regarding the safekeeping of the deposit, he is liable for any diminution that occurs to it, even if he was not negligent or at fault;

For instance: if a person deposits a car with him and requests that it not be parked in a certain place, and he parks it in that place and the car is damaged, he is liable for it even if he was not negligent or at fault.

The second paragraph clarifies that the depositary is obliged to return the deposit and its benefits to the depositor; if the deposit is something that yields benefits, such as an animal or a tree, he is obliged to return it with its benefits. This includes cases where the deposit is a sum of money and the depositary invests it; he is obliged to return the principal with the profits earned from its investment. If he does not invest it, he is not obliged to return the profits unless otherwise agreed, or if there is a custom that obliges the depositary to return the profits without investing them, as custom is considered here, and custom.

Explanation of Article 521

The article clarifies the effect of the depositary's breach of the obligation to return the deposit; the first paragraph states that if the depositary refuses to return the deposit to the depositor without a legitimate reason, he is liable for any loss or damage to the deposit, even if it is due to an external cause.

For example: if the depositor requests the deposit from the depositary and he refuses to return it, and then the deposit is stolen, the depositary is liable for it because the loss of the deposit was due to his refusal to return it. If the depositary retains the deposit rightfully, such as in the case of the depositor's refusal to pay the fee or expenses, he is not liable for what is lost without any transgression or negligence on his part, because his retention was rightful.

The second paragraph clarifies that if the depositary is requested to return the deposit by more than one depositor, he is not obliged to return the deposit to any of them until the original depositor is identified, or he is authorized to return the deposit.

In this case, the depositary may refer the matter to the court to decide on the deposit as it sees fit.

For example: if a person deposits a sum of money with another, and then another person comes and claims to be the owner of the money and requests its return, the depositary is not obliged to return the money to any of them until the original depositor is identified, or he is authorized to return the money. In this case, the depositary may refer the matter to the court to decide on the deposit as it sees fit.

What is stated in this article is not part of the public order; it is permissible to agree on what contradicts it. It is permissible to agree to exempt the depositary from liability for the loss or damage of the deposit, even if it is due to his refusal to return it without a legitimate reason, or to increase his liability. It is also permissible to agree that the depositary is liable for what is lost without any transgression or negligence on his part, or if it is due to the depositary's violation of the instructions issued by the depositor; and the deposit is delivered to the depositor or to whom the depositor authorized to receive it, unless otherwise agreed or a custom requires the depositary to return the profits without investing them, as custom is considered here, as contained in the article.

Explanation of Article 522

The article, along with the following two articles (523, 524), sets forth the contract of custody, which is one of the contracts concerning a disputed item;

Custody is a contract whereby the disputing parties, or one of them, entrust a disputed asset to another person, who is obliged to preserve, manage, and return it along with its yield to the one who proves the right to it;

The article clarified that the contract of custody is one of the contracts concerning a disputed item; this is referred to in Islamic jurisprudence as "the deposit of dispute," and custody here does not require being judicial; it can be consensual, and it does not have to be on real estate; it can be on movable property.

Custody can be on real estate or movable property, on a group of assets, or on a real or personal right;

Custody is a consensual contract; it does not require a specific form for its conclusion, and it can be proven by all means of evidence;

Custody is a contract of trust; the custodian is not liable for what is destroyed without negligence or fault on his part.

The disputants are the parties to the custody contract, and they may be two or more persons, and one of them may not be present;

The custodian is the third party in the custody contract, who is obliged to preserve, manage, and return the asset along with its yield to the one who proves the right to it, and the custodian does not have to be an expert unless the custody requires it;

Custody is not limited to judicial disputes; it includes disputes not yet brought to court;

Custody may be for a fee or without a fee;

What is stated in this article differs from agency and deposit;

Agency: a legal act not concerning a disputed item, where the agent represents the principal in legal acts, and is not responsible for preserving or managing the asset unless the agency contract includes that, and does not have the right to retain the asset unless agreed upon or customary.

Deposit: a contract not concerning a disputed item, where the depositary is obliged only to preserve the deposit without managing it, and does not have the right to retain the deposit unless the depositor refuses to pay the fee or expenses.

Custody: a contract concerning a disputed item, where the custodian is obliged to preserve, manage, and return the asset along with its yield to the one who proves the right to it, and has the right to retain the asset until he receives his fee and expenses.

What is stated in this article is an application of the general rules in this system and is not of public order; it is permissible to agree on what contradicts it, such as agreeing that the custodian guarantees what is destroyed without negligence or fault on his part, or increasing his responsibility, as well as agreeing to exempt him from liability for his mistake, or increasing his responsibility; unless it is due to fraud or gross negligence.

If the custodian is an expert, he is obliged to exercise the care of an ordinary person, and if he is not an expert, he is obliged to exercise the care he would take in preserving his own property. What is stated in this article regarding the custodian's obligation to preserve, manage, and return the asset along with its yield is an original obligation resulting from the custody contract, and this obligation differs from the obligation of the agent and the depositary, as each has its own specific rules. The custodian is obliged to execute the custody contract according to the agreed terms, the nature of the custody contract, and customary practice. What is stated in this section is an application of the general rules in this system and is not of public order; it is permissible to agree on what contradicts it, such as agreeing that the custodian guarantees what is destroyed without negligence or fault on his part, or increasing his responsibility, as well as agreeing to exempt him from liability for his mistake, or increasing his responsibility; unless it is due to fraud or gross negligence.

What is stated in this article is of public order; it is not permissible to agree on what contradicts it unless it is due to fraud or gross negligence on the custodian's part.

Explanation of Article 523

The article clarified the effect of the judicial custody ruling; it decided that the court may rule for judicial custody over the disputed property in cases where there is no agreement on custody;

This ruling for the court in judicial custody allows the court to consider these cases as follows:

First case: If the dispute over the property is in a judicial dispute, the court is the one that undertakes the ruling for judicial custody, appointing the custodian, determining his task, his fee, and the duration of the custody.

Second case: If the property is threatened by a danger that puts it at risk of existence or reduction, the court is the one that undertakes the ruling for judicial custody, appointing the custodian, determining his task, his fee, and the duration of the custody.

What is stated in this article is not of public order; it is permissible to agree on what contradicts it, so it is permissible to agree that the custodian guarantees what perished without transgression or negligence on his part, or to increase his responsibility, and it is also permissible to agree to exempt him from liability for his mistake, or to increase his responsibility; unless it is due to fraud or gross error.

What is stated in this article differs from contractual custody; contractual custody is based on the agreement of the disputing parties, whereas judicial custody is based on the court's ruling;

Judicial custody is not limited to judicial disputes, but includes disputes that have not yet been brought to court;

Judicial custody is not limited to real estate, but includes movable property;

Judicial custody is not limited to property that is not feared to perish or be damaged, but includes property that is feared to perish or be damaged;

Judicial custody is not limited to property that requires expenses to preserve it, but includes property that does not require expenses to preserve it;

Judicial custody is not limited to property that remains in the custodian's possession causing harm to it, but includes property that remains in the custodian's possession without causing harm to it;

Judicial custody is not limited to property that is feared to perish or be damaged, but includes property that is not feared to perish or be damaged;

Judicial custody is not limited to property that requires expenses to preserve it, but includes property that does not require expenses to preserve it;

Judicial custody is not limited to property that remains in the custodian's possession causing harm to it, but includes property that remains in the custodian's possession without causing harm to it.

What is stated in this article is considered an application of the general rules in this system, and it is not of public order; it is permissible to agree on what contradicts it, so it is permissible to agree that the custodian guarantees what perished without transgression or negligence on his part, or to increase his responsibility, and it is also permissible to agree to exempt him from liability for his mistake, or to increase his responsibility; unless it is due to fraud or gross error.

Judicial custody remains until it is resolved.

Explanation of Article 524

The article clarified the effect of guardianship on the guardian in terms of his obligations and rights. It determined that the guardian is obligated to preserve the disputed property, manage it, and provide an account of it. He is entitled to claim the agreed-upon fee or a reasonable fee, and he has the right to retain the property until he receives his fee and expenses. He is also entitled to compensation for any damage he suffers due to the disputants' failure to deliver the property to him.

The guardian is obligated to preserve and manage the property with the care of an ordinary person. If the guardian is an expert, he is required to exercise the care of an ordinary person. If he is not an expert, he must exercise the care he would use in preserving his own property.

The guardian is required to provide an account of the guardianship to the disputants at the agreed-upon time or at the time determined by the court. If no agreement is reached, he must provide an account of the guardianship upon the termination of the guardianship contract or upon the request of the disputants.

The guardian is entitled to claim the agreed-upon fee or a reasonable fee if he is paid for the guardianship. If the guardian is not paid for the guardianship, the disputants are not obligated to pay him a fee.

The guardian has the right to retain the property until he receives his fee and expenses. This right is subject to the provisions of Article (404) of the general rules, which require that the right claimed by the guardian be due and that there be no legal impediment to this retention.

The guardian is entitled to compensation for any damage he suffers due to the disputants' failure to deliver the property to him.

For example, if the disputants agree on the guardianship of a property and one of them refuses to deliver the property to the guardian, this disputant is liable for the damage suffered by the guardian as a result, such as the loss of an opportunity, loss of profit, or incurred loss.

What is stated in this article is an application of the general rules in this system and is not of public order; therefore, it is permissible to agree on what contradicts it. It is permissible to agree that the guardian guarantees what is destroyed without negligence or fault on his part or increases his responsibility. It is also permissible to agree to exempt him from liability for his mistake or increase his responsibility, unless it is due to fraud or gross negligence.

If the guardian is an expert, he is required to exercise the care of an ordinary person. If he is not an expert, he must exercise the care he would use in preserving his own property.

What is stated in this article regarding the guardian's obligation to preserve, manage, and return the property with its yield is considered an original obligation arising from the guardianship contract. This obligation differs from the obligation of an agent or a depositary, as each has its own specific rules. The guardian is obligated to execute the guardianship contract according to the agreed-upon terms, the nature of the guardianship contract, and customary practice. What is stated in this section is an application of the general rules in this system and is not of public order; therefore, it is permissible to agree on what contradicts it. It is permissible to agree that the guardian guarantees what is destroyed without negligence or fault on his part or increases his responsibility. It is also permissible to agree to exempt him from liability for his mistake or increase his responsibility, unless it is due to fraud or gross negligence.

If the disputed property requires management, the guardian is obligated to manage it.

Explanation of Article 525

The guardian is entitled to the agreed-upon wage upon performing the work. If no wage is agreed upon, he is entitled to a customary wage if the guardian is among those who perform such tasks for a wage or if custom dictates so; this is applicable if the guardian is among those who perform such tasks for a wage, like specialized guardians for disputed funds, or if custom obliges the disputants to pay him a wage; in this case, he is entitled to a customary wage. If he is not among those who perform such tasks for a wage, and no custom exists, they are not obliged to pay him a wage, as the guardianship here is considered a voluntary act on his part. What is stated in this article is an application of the general rules in this system and is not part of the public order; thus, it is permissible to agree on what contradicts it. It is permissible to agree that the guardian does not deserve a wage, or that he deserves a wage less than the customary wage, or that he deserves a wage more than the customary wage. What is stated in this article is part of the public order; thus, it is not permissible to agree on what contradicts it unless it is due to fraud or gross error.

The performance of the guardian's work is achieved by executing the work agreed upon in the guardianship contract. If the guardian's work is to be performed at a specific time, he must deliver what he has received to his client at that time. If the guardian's work is performed in stages, he is entitled to the wage for each stage after its completion and has the right to claim it.

If it is agreed to pay the wage upon receiving the money, he must deliver the money upon receiving the wage. If not agreed upon, he has the right to claim the wage after delivering the money.

The guardian has the right to retain the money until he receives his wage and expenses. This right is subject to the provisions of Article (404) of the general rules, provided that the right claimed by the guardian is due and there is no legal impediment to this retention.

The guardian has the right to claim compensation for the damage he suffered due to the disputants' failure to deliver the money to him.

For example, if the disputants agree on guardianship over money, and one of them refuses to deliver the money to the guardian, this disputant is liable for the damage suffered by the guardian as a result, such as loss of opportunity, loss of profit, or incurred loss.

What is stated in this article is an application of the general rules in this system and is not part of the public order; thus, it is permissible to agree on what contradicts it. It is permissible to agree that the guardian guarantees what perished without transgression or negligence on his part, or to increase his responsibility. It is also permissible to agree to exempt him from liability for his mistake or to increase his responsibility unless it is due to fraud or gross error.

If the guardian is an expert, he is obliged to exercise the care of an ordinary person. If he is not an expert, he is obliged to exercise the care he would exercise in preserving his own property.

What is stated in this article regarding the guardian's obligation to preserve, manage, and return the money with its yield is considered an original obligation arising from the guardianship contract. This obligation differs from the obligation of an agent and the obligation of a depositary, as each has its own specific rules. The guardian is obliged to execute the guardianship contract according to the agreed terms, the nature of the guardianship contract, and customary practice. What is stated in this section is an application of the general rules in this system and is not part of the public order; thus, it is permissible to agree on what contradicts it. It is permissible to agree that the guardian guarantees what perished without transgression or negligence on his part, or to increase his responsibility. It is also permissible to agree to exempt him from liability for his mistake or to increase his responsibility unless it is due to fraud or gross error.

What is stated in this article is part of the public order; thus, it is not permissible to agree on what contradicts it unless it is due to fraud or gross error. What is stated in this article is an application of the general rules in this system and is not part of the public order; thus, it is permissible to agree on what contradicts it. It is permissible to agree that the guardian guarantees what perished without transgression or negligence on his part, or to increase his responsibility. It is also permissible to agree to exempt him from liability for his mistake or to increase his responsibility unless it is due to fraud or gross error.

The guardian is entitled to the agreed-upon wage upon performing the work. If no wage is agreed upon, he is entitled to a customary wage if the guardian is among those who perform such tasks for a wage or if custom dictates so; this is applicable if the guardian is among those who perform such tasks for a wage, like specialized guardians for disputed funds, or if custom obliges the disputants to pay him a wage; in this case, he is entitled to a customary wage. If he is not among those who perform such tasks for a wage, and no custom exists, they are not obliged to pay him a wage, as the guardianship here is considered a voluntary act on his part. What is stated in this article is an application of the general rules in this system and is not part of the public order; thus, it is permissible to agree on what contradicts it. It is permissible to agree that the guardian does not deserve a wage, or that he deserves a wage less than the customary wage, or that he deserves a wage more than the customary wage. What is stated in this article is part of the public order; thus, it is not permissible to agree on what contradicts it unless it is due to fraud or gross error.

The guardian is entitled to the agreed-upon wage upon performing the work. If no wage is agreed upon, he is entitled to a customary wage if the guardian is among those who perform such tasks for a wage or if custom dictates so; this is applicable if the guardian is among those who perform such tasks for a wage, like specialized guardians for disputed funds, or if custom obliges the disputants to pay him a wage; in this case, he is entitled to a customary wage. If he is not among those who perform such tasks for a wage, and no custom exists, they are not obliged to pay him a wage, as the guardianship here is considered a voluntary act on his part. What is stated in this article is an application of the general rules in this system and is not part of the public order; thus, it is permissible to agree on what contradicts it. It is permissible to agree that the guardian does not deserve a wage, or that he deserves a wage less than the customary wage, or that he deserves a wage more than the customary wage. What is stated in this article is part of the public order; thus, it is not permissible to agree on what contradicts it unless it is due to fraud or gross error. The performance of the guardian's work is achieved by executing the work agreed upon in the guardianship contract. If the guardian's work is to be performed at a specific time, he must deliver what he has received to his client at that time. If the guardian's work is performed in stages, he is entitled to the wage for each stage after its completion and has the right to claim it. If it is agreed to pay the wage upon receiving the money, he must deliver the money upon receiving the wage. If not agreed upon, he has the right to claim the wage after delivering the money. The guardian has the right to retain the money until he receives his wage and expenses. This right is subject to the provisions of Article (404) of the general rules, provided that the right claimed by the guardian is due and there is no legal impediment to this retention. The guardian has the right to claim compensation for the damage he suffered due to the disputants' failure to deliver the money to him. For example, if the disputants agree on guardianship over money, and one of them refuses to deliver the money to the guardian, this disputant is liable for the damage suffered by the guardian as a result, such as loss of opportunity, loss of profit, or incurred loss. What is stated in this article is an application of the general rules in this system and is not part of the public order; thus, it is permissible to agree on what contradicts it. It is permissible to agree that the guardian guarantees what perished without transgression or negligence on his part, or to increase his responsibility. It is also permissible to agree to exempt him from liability for his mistake or to increase his responsibility unless it is due to fraud or gross error. If the guardian is an expert, he is obliged to exercise the care of an ordinary person. If he is not an expert, he is obliged to exercise the care he would exercise in preserving his own property. What is stated in this article regarding the guardian's obligation to preserve, manage, and return the money with its yield is considered an original obligation arising from the guardianship contract. This obligation differs from the obligation of an agent and the obligation of a depositary, as each has its own specific rules. The guardian is obliged to execute the guardianship contract according to the agreed terms, the nature of the guardianship contract, and customary practice. What is stated in this section is an application of the general rules in this system and is not part of the public order; thus, it is permissible to agree on what contradicts it. It is permissible to agree that the guardian guarantees what perished without transgression or negligence on his part, or to increase his responsibility. It is also permissible to agree to exempt him from liability for his mistake or to increase his responsibility unless it is due to fraud or gross error.

The guardian is entitled to the agreed-upon wage upon performing the work. If no wage is agreed upon, he is entitled to a customary wage if the guardian is among those who perform such tasks for a wage or if custom dictates so; this is applicable if the guardian is among those who perform such tasks for a wage, like specialized guardians for disputed funds, or if custom obliges the disputants to pay him a wage; in this case, he is entitled to a customary wage. If he is not among those who perform such tasks for a wage, and no custom exists, they are not obliged to pay him a wage, as the guardianship here is considered a voluntary act on his part. What is stated in this article is an application of the general rules in this system and is not part of the public order; thus, it is permissible to agree on what contradicts it. It is permissible to agree that the guardian does not deserve a wage, or that he deserves a wage less than the customary wage, or that he deserves a wage more than the customary wage. What is stated in this article is part of the public order; thus, it is not permissible to agree on what contradicts it unless it is due to fraud or gross error. The performance of the guardian's work is achieved by executing the work agreed upon in the guardianship contract. If the guardian's work is to be performed at a specific time, he must deliver what he has received to his client at that time. If the guardian's work is performed in stages, he is entitled to the wage for each stage after its completion and has the right to claim it. If it is agreed to pay the wage upon receiving the money, he must deliver the money upon receiving the wage. If not agreed upon, he has the right to claim the wage after delivering the money. The guardian has the right to retain the money until he receives his wage and expenses. This right is subject to the provisions of Article (404) of the general rules, provided that the right claimed by the guardian is due and there is no legal impediment to this retention. The guardian has the right to claim compensation for the damage he suffered due to the disputants' failure to deliver the money to him. For example, if the disputants agree on guardianship over money, and one of them refuses to deliver the money to the guardian, this disputant is liable for the damage suffered by the guardian as a result, such as loss of opportunity, loss of profit, or incurred loss. What is stated in this article is an application of the general rules in this system and is not part of the public order; thus, it is permissible to agree on what contradicts it. It is permissible to agree that the guardian guarantees what perished without transgression or negligence on his part, or to increase his responsibility. It is also permissible to agree to exempt him from liability for his mistake or to increase his responsibility unless it is due to fraud or gross error. If the guardian is an expert, he is obliged to exercise the care of an ordinary person. If he is not an expert, he is obliged to exercise the care he would exercise in preserving his own property. What is stated in this article regarding the guardian's obligation to preserve, manage, and return the money with its yield is considered an original obligation arising from the guardianship contract. This obligation differs from the obligation of an agent and the obligation of a depositary, as each has its own specific rules. The guardian is obliged to execute the guardianship contract according to the agreed terms, the nature of the guardianship contract, and customary practice. What is stated in this section is an application of the general rules in this system and is not part of the public order; thus, it is permissible to agree on what contradicts it. It is permissible to agree that the guardian guarantees what perished without transgression or negligence on his part, or to increase his responsibility. It is also permissible to agree to exempt him from liability for his mistake or to increase his responsibility unless it is due to fraud or gross error.

The guardian is entitled to the agreed-upon wage upon performing the work. If no wage is agreed upon, he is entitled to a customary wage if the guardian is among those who perform such tasks for a wage or if custom dictates so; this is applicable if the guardian is among those who perform such tasks for a wage, like specialized guardians for disputed funds, or if custom obliges the disputants to pay him a wage; in this case, he is entitled to a customary wage. If he is not among those who perform such tasks for a wage, and no custom exists, they are not obliged to pay him a wage, as the guardianship here is considered a voluntary act on his part. What is stated in this article is an application of the general rules in this system and is not part of the public order; thus, it is permissible to agree on what contradicts it. It is permissible to agree that the guardian does not deserve a wage, or that he deserves a wage less than the customary wage, or that he deserves a wage more than the customary wage. What is stated in this article is part of the public order; thus, it is not permissible to agree on what contradicts it unless it is due to fraud or gross error. The performance of the guardian's work is achieved by executing the work agreed upon in the guardianship contract. If the guardian's work is to be performed at a specific time, he must deliver what he has received to his client at that time. If the guardian's work is performed in stages, he is entitled to the wage for each stage after its completion and has the right to claim it. If it is agreed to pay the wage upon receiving the money, he must deliver the money upon receiving the wage. If not agreed upon, he has the right to claim the wage after delivering the money. The guardian has the right to retain the money until he receives his wage and expenses. This right is subject to the provisions of Article (404) of the general rules, provided that the right claimed by the guardian is due and there is no legal impediment to this retention. The guardian has the right to claim compensation for the damage he suffered due to the disputants' failure to deliver the money to him. For example, if the disputants agree on guardianship over money, and one of them refuses to deliver the money to the guardian, this disputant is liable for the damage suffered by the guardian as a result, such as loss of opportunity, loss of profit, or incurred loss. What is stated in this article is an application of the general rules in this system and is not part of the public order; thus, it is permissible to agree on what contradicts it. It is permissible to agree that the guardian guarantees what perished without transgression or negligence on his part, or to increase his responsibility. It is also permissible to agree to exempt him from liability for his mistake or to increase his responsibility unless it is due to fraud or gross error. If the guardian is an expert, he is obliged to exercise the care of an ordinary person. If he is not an expert, he is obliged to exercise the care he would exercise in preserving his own property. What is stated in this article regarding the guardian's obligation to preserve, manage, and return the money with its yield is considered an original obligation arising from the guardianship contract. This obligation differs from the obligation of an agent and the obligation of a depositary, as each has its own specific rules. The guardian is obliged to execute the guardianship contract according to the agreed terms, the nature of the guardianship contract, and customary practice. What is stated in this section is an application of the general rules in this system and is not part of the public order; thus, it is permissible to agree on what contradicts it. It is permissible to agree that the guardian guarantees what perished without transgression or negligence on his part, or to increase his responsibility. It is also permissible to agree to exempt him from liability for his mistake or to increase his responsibility unless it is due to fraud or gross error.

The guardian is entitled to the agreed-upon wage upon performing the work. If no wage is agreed upon, he is entitled to a customary wage if the guardian is among those who perform such tasks for a wage or if custom dictates so; this is applicable if the guardian is among those who perform such tasks for a wage, like specialized guardians for disputed funds, or if custom obliges the disputants to pay him a wage; in this case, he is entitled to a customary wage. If he is not among those who perform such tasks for a wage, and no custom exists, they are not obliged to pay him a wage, as the guardianship here is considered a voluntary act on his part. What is stated in this article is an application of the general rules in this system and is not part of the public order; thus, it is permissible to agree on what contradicts it. It is permissible to agree that the guardian does not deserve a wage, or that he deserves a wage less than the customary wage, or that he deserves a wage more than the customary wage. What is stated in this article is part of the public order; thus, it is not permissible to agree on what contradicts it unless it is due to fraud or gross error. The performance of the guardian's work is achieved by executing the work agreed upon in the guardianship contract. If the guardian's work is to be performed at a specific time, he must deliver what he has received to his client at that time. If the guardian's work is performed in stages, he is entitled to the wage for each stage after its completion and has the right to claim it. If it is agreed to pay the wage upon receiving the money, he must deliver the money upon receiving the wage. If not agreed upon, he has the right to claim the wage after delivering the money. The guardian has the right to retain the money until he receives his wage and expenses. This right is subject to the provisions of Article (404) of the general rules, provided that the right claimed by the guardian is due and there is no legal impediment to this retention. The guardian has the right to claim compensation for the damage he suffered due to the disputants' failure to deliver the money to him. For example, if the disputants agree on guardianship over money, and one of them refuses to deliver the money to the guardian, this disputant is liable for the damage suffered by the guardian as a result, such as loss of opportunity, loss of profit, or incurred loss. What is stated in this article is an application of the general rules in this system and is not part of the public order; thus, it is permissible to agree on what contradicts it. It is permissible to agree that the guardian guarantees what perished without transgression or negligence on his part, or to increase his responsibility. It is also permissible to agree to exempt him from liability for his mistake or to increase his responsibility unless it is due to fraud or gross error. If the guardian is an expert, he is obliged to exercise the care of an ordinary person. If he is not an expert, he is obliged to exercise the care he would exercise in preserving his own property. What is stated in this article regarding the guardian's obligation to preserve, manage, and return the money with its yield is considered an original obligation arising from the guardianship contract. This obligation differs from the obligation of an agent and the obligation of a depositary, as each has its own specific rules. The guardian is obliged to execute the guardianship contract according to the agreed terms, the nature of the guardianship contract, and customary practice. What is stated in this section is an application of the general rules in this system and is not part of the public order; thus, it is permissible to agree on what contradicts it. It is permissible to agree that the guardian guarantees what perished without transgression or negligence on his part, or to increase his responsibility. It is also permissible to agree to exempt him from liability for his mistake or to increase his responsibility unless it is due to fraud or gross error.

Explanation of Article 526

The article refers to a reason for the termination of the custodian's mission without ending the guardianship itself, which is the custodian's abandonment of his work. This may also occur by dismissing the custodian, his death, or being declared legally incompetent. In such cases, the custodian's role ceases, but the guardianship remains. The article outlines the rules related to the custodian's abandonment of his work, whether the custodian is volunteering or working for a fee.

The first paragraph explains the ruling if the custodian is volunteering his work; he may leave the work whenever he wishes, but his resignation from the guardianship does not take effect until the concerned parties are notified to ensure the property is not left without supervision. In this case, he must continue the tasks he started until reaching a stage where abandonment does not harm the concerned parties, otherwise, he is liable for compensation. For example, if a volunteer custodian is guarding a farm and in the middle of the season informs the owner of his resignation, then leaves; the volunteer custodian is obliged to continue guarding it until a replacement is found, otherwise, he bears the damage caused to the farm.

However, if the custodian continues to guard it until a replacement is found, he is not liable for anything. The volunteer custodian cannot refuse to work except for a legitimate reason, and he does not have the right to compensation for any damage arising from his resignation, as his volunteering does not grant him any right to compensation. The paragraph states that he may abandon his work whenever he wishes, meaning he has the freedom to do so, but if he causes harm to the concerned parties, he is liable for compensation.

The second paragraph explains the ruling if the custodian is working for a fee; he is liable for compensation for any damage arising from his resignation at an inappropriate time, such as resigning before the agreed period ends, during a season when he cannot be replaced, or without an acceptable justification, even if the resignation is from work not yet started. This indicates his negligence in fulfilling his duties. For example, if the custodian agrees with the employer to guard a land for a year but resigns in the middle of the term without an acceptable reason, he is liable for compensation for the damage arising from that, even if the resignation is from work not yet started, as this resignation results in damage to the employer. Therefore, the custodian must perform the agreed work, whether for a fee or not, to avoid causing harm to the concerned parties.

Explanation of Article 527

Article 522 outlines the reasons for the termination of guardianship and the consequences thereof.

The first paragraph explains the reasons for the termination of guardianship, which ends as follows:

First: By agreement of the concerned parties to terminate it; because the essence of guardianship is that it is a consensual contract between the concerned parties. Just as guardianship is established by their agreement, it also ends by their agreement.

Second: By judicial ruling; because guardianship may be established by a judicial ruling, and therefore it ends by a judicial ruling. An example of this is when the court rules to cancel the guardianship, or upon the expiration of its term, or when its reason ceases to exist.

Third: By the expiration of the specified term for guardianship; an example of this is when the concerned parties agree on guardianship for a year, so the guardianship ends upon the expiration of this period.

The second paragraph explains what the guardian must do when the guardianship ends. The guardian must return the item to the concerned parties, or to whomever they appoint for that purpose, or to the court if it is impossible to return it to the concerned parties. An example of this is when guardianship over a farm ends, the guardian must return the farm to its owners, or to whomever they appoint for that purpose, or to the court if it is impossible to return it to them. The guardian must also return the yield obtained from the item under guardianship. An example of this is when guardianship over a farm ends, the guardian must return the crop obtained from it to its owners, or to whomever they appoint for that purpose, or to the court if it is impossible to return it to them. The guardian is not absolved except by returning the item to its owners, or to whomever they appoint for that purpose, or to the court.

Explanation of Article 528

The article stipulates that the partnership contracts mentioned in this section, namely: the company contract, the Mudaraba contract, and the profit-sharing contract, must be in writing, and the penalty for not writing the contract is nullity. However, this nullity has its own specific rules that differ from the general rules established for nullity, as explained below:

First: Between the contracting parties, such as the partners in the company contract and the capital owner with the Mudarib in the Mudaraba contract, the unwritten contract is valid and produces its effects, including the sharing of profit and loss between the contracting parties according to what the contract contains, until one of the contracting parties requests a judgment of nullity of the contract; the nullity then applies from the date of filing the lawsuit and does not have a retroactive effect.

Second: Concerning the rights of third parties; the contracting party may not invoke nullity against third parties.

Explanation of Article 529

Article Two clarifies what data must be included in the partnership contract and the consequences of missing such data.

The first paragraph specifies the data that must be included in the partnership contract, which are:

First: Determining the partners' shares in the capital if the company is financial; this is done by stating the amount of each share, whether it is a sum of money, an asset, a benefit, or work.

Second: Determining the partners' share in the profit, or both profit and loss if the company is non-financial; this is done by stating each partner's percentage in the profit and what they bear of the loss, if any. The paragraph does not require the partners' share in the loss to be mentioned in the contract, but suffices with mentioning their share in the profit; because the partner's share in the loss is proportional to their share in the capital if the company is financial, and proportional to their share in the profit if the company is non-financial.

Third: Determining the purpose of the company; this is done by stating the type of activity the company will engage in and the purpose for which it was established, and the purpose must be legitimate; because the company's contract, like other contracts, cannot have an illegitimate subject.

The second paragraph explains the consequence of not mentioning the mandatory data in the first paragraph. If the data mentioned in the first paragraph is not included, it does not result in the invalidity of the contract; rather, the contract is unenforceable concerning these data and becomes enforceable only if the parties agree on them. This means that the contract can be amended regarding these data; it is not entirely void. For example, if the contract does not include determining the partners' shares in the capital, or does not include determining the partners' share in the profit, or does not include determining the purpose of the company; in this case, the contract is not void, but can be amended regarding these data, and becomes enforceable only if the parties agree on them; meaning that the partners can agree on determining their shares in the capital, or on determining their share in the profit, or on determining the purpose of the company.

Explanation of Article 530

The article clarifies the first obligation among the general obligations of the partners, which is the requirement for each partner to provide their share in the company's capital. The first paragraph explains the general obligation to provide shares, stating that the shares do not need to be equal; they may be equal or unequal. The paragraph does not mention the types of shares, as this depends on the nature of each partnership contract. A financial company requires financial shares, a mudarabah requires financial shares and work, and a participation in the output requires financial shares, work, assets, or benefits. The article states that the determination of shares is according to what is stipulated in the contract, as the default is that the determination of shares is based on the agreement of the contracting parties. This obligation to provide shares is subject to the provisions of the obligation stipulated in this system, so the general rules in the first section regarding this obligation apply in terms of the necessity of fulfilling it, the manner of fulfillment, and the time and place where fulfillment occurs. If the time for fulfilling the obligation is not specified in the company contract or another agreement, the partner must fulfill it for the first time, and the provisions of the obligation to fulfill apply. If the obligation is to pay a sum of money, the partner is required to pay it immediately unless agreed otherwise. If the shares are assets, the partner must deliver them to the company at the agreed place and time. If the place and time of delivery are not specified in the contract, the partner must deliver them at the place and time of the contract's conclusion.

The second paragraph explains the penalty for not providing the shares. If a partner does not provide their share in the company's capital, they are responsible for compensating for the damages resulting from this. For example, if a partner's share is a sum of money, but they do not pay it at the agreed time, this results in the disruption of the company's operations and incurring losses, and the partner is required to compensate for those losses. If a partner's share is work, but they do not perform it, this results in the disruption of the company's operations and incurring losses, and the partner is required to compensate for those losses. The partner is also required to compensate if their share is an asset, but they do not deliver it at the agreed time, resulting in the disruption of the company's operations and incurring losses, and the partner is required to compensate for those losses.

The third paragraph explains the rule of the partner guaranteeing their share in the capital. If a partner's share is a debt owed by another, they guarantee this debt; meaning that if the debtor does not pay the debt at its due date, the partner is responsible for paying this debt and is required to compensate for the damages resulting from this. This rule is consistent with the general rules of guarantee in assignment, where the assignor guarantees the solvency of the debtor at the time of the assignment's conclusion and does not guarantee their solvency afterward unless agreed otherwise. However, in a company contract, the partner guarantees the debtor's solvency absolutely, meaning they guarantee their solvency both presently and in the future. This rule is not of public order, so the partner may agree with the other partners not to guarantee except for the existence of the right assigned or only guarantee the debtor's present solvency without the future.

Explanation of Article 531

The article clarifies the ruling regarding whether a partner's share in the company is determined by what each of them is obligated to contribute to the other partners, whether in money or work, and whether this obligation has arisen in their liabilities collectively in solidarity.

The first paragraph clarified the permissibility of establishing the company on the basis of the solidarity of the partners in what they are obligated to contribute in their liabilities, whether in money or work, for the benefit of the company. Each partner's share in the company's capital is determined by what each partner is obligated to contribute to the other partner; the paragraph, with its ruling, included the two types of companies known in Islamic jurisprudence: "Wujooh" and "A'maal." In these, a partner's share in the company's capital is determined by what he is obligated to contribute to the other partner in the company's contract. With this ruling, the paragraph affirmed the permissibility of these two types of companies; and that a partner's share, just as it can be present money, can also be what he is obligated to contribute in his liabilities as debts to others, provided these debts are not financial; such as a partner committing to perform certain work for the company or to provide tools and equipment for the company, and so on.

The second paragraph clarified the ruling in the event that the partners did not appoint someone to manage it, whether from among them or from others, and decided that each partner has the right to manage the company's funds and dispose of them in a way that achieves the purpose for which it was established without needing to refer back to the other partners; since the system considered the lack of appointment by the partners of someone to manage the company's affairs as implicit consent from all partners that each of them acts as an agent for the other partners in managing the company's funds and disposing of them to the extent that achieves the company's purpose for which it was established.

The paragraph also referred to the right of the remaining partners to object to a partner who wants to perform an act of management or an act of disposal that falls within the company's purposes, and that the partner does not have the right to complete the objected work, but must refer back to the partners to make a decision regarding it. The matter does not lack two scenarios:

The first scenario: The majority of the partners, considering the value of the shares, reject the objection submitted by the objecting partner. In this scenario, the partner who wants to perform the work may complete the objected work.

The second scenario: The majority does not reject the objection submitted by the partner. In this scenario, the objection remains, and the partner who wants to perform the work may not complete the objected work. This scenario includes cases where the partners' votes are equal, with half rejecting the objection and half supporting it; thus, the objection remains, and the partner who wants to perform the work may not complete the objected work.

Explanation of Article 532

The article clarifies that each partner's share is determined by what they committed to in the partnership contract; this is because the partnership contract has an economic nature, and determining the partners' shares is of utmost importance. It defines each partner's rights and obligations, and it is also connected to the partners' intent, as the partner's intent at the time of contracting was directed towards that share. Changing that share without their consent is not permissible according to general rules. For example, if the company's capital is ninety thousand, and there are three partners, each contributing thirty thousand; meaning each has a one-third share; none of them, by their unilateral will without the consent of the other two partners, can add thirty thousand from their own money to the company's capital to increase their share to half. Therefore, the article concludes that no partner may increase their share beyond the share specified in the partnership contract without the consent of the other partners.

Explanation of Article 533

The article clarified the scope of a partner's liability when contributing a non-monetary share to the company; this involves two scenarios:

The first scenario: If the partner's share is a property right or any other real right, such as the right of usufruct, the provisions of sale apply. This is because contributing a property right or any other real right as a share in the company results in the partner permanently relinquishing their rights over the item, which becomes the property of the partners. However, the partner's relinquishment in this case is not entirely akin to a sale, so the provisions of sale apply concerning the risk of loss, warranty of entitlement, and defects regarding the guarantee of the share if it perishes, is entitled, or a defect appears in it. The partner, in all cases, is obligated by the mere contract of the company to transfer the ownership of the property or the real right to the company, just as the seller is obligated to transfer the sold right to the buyer. The provisions established for the risk of loss, entitlement, or defect in the sale apply to this transaction. If the property perishes before delivery, the provisions for the loss of the sold item before delivery as stipulated in the system apply. If the property is entitled or a defect appears in it, the same provisions that apply to the warranty of entitlement and defect as stipulated in the sale provisions apply. If a defect appears in the share, all rights related to the warranty of the sold item regarding that share are established for the other partners, including if there is a deficiency in the share.

The second scenario: If the share is merely the usufruct of the property, the article determined that the provisions of lease apply. If the partner's share is their obligation to enable the usufruct of a property they own for the company to use as its headquarters, in this case, the partner remains the owner of the property, and the company's operations are considered as the tenant of it, with an obligation to return it at the end of the term. The provisions of lease apply to it in terms of warranty and risk of loss.

Explanation of Article 534

The article refers to the provisions related to the division of profits and losses in the company. The first paragraph outlines the general rule for dividing profits, which is that they should be in proportion to each partner's share in the company; because the default is that if the partners do not agree on the division of profits, their intention is directed towards division according to each one's shares; this is merely an interpretation of the contracting parties' intent. However, if the company contract specifies each partner's share of the profits, this agreement must be adhered to, whether there is an explicit or implicit agreement. The partner's share of the profit does not have to be proportional to their share in the company's capital; it may be more or less. The second paragraph outlines the general rule for dividing losses, which is that losses are divided in proportion to each partner's share in the company, and the paragraph does not mention the possibility of agreeing otherwise; because the loss follows ownership, the partner must bear the loss according to what they own. Thus, it is permissible for the division of profit in the company to differ from the division of loss, such as when the company consists of two partners with equal shares, and they agree that one receives 70% of the profit and the other 30%, while the loss is according to the shares, meaning each bears half.

Explanation of Article 535

The article included three types of conditions that are not valid to stipulate in a partnership contract:

The first condition: the agreement that a partner's share of the profit is a fixed amount, such as a partner stipulating that his profit be one hundred thousand riyals; rather, the partner's share of the profit must be a common percentage like a quarter, a third, a half, or similar; whether it equals his share in the capital, increases, or decreases; because stipulating a fixed amount leads to cutting off the sharing of profit among partners, which is the main purpose of the partnership contract; the company may not profit except for that stipulated amount for the partner or less, thus he takes all the profit without the other partners; and thus the contract's pillar, which is the profit, is negated.

The second condition: the agreement that one of the partners does not benefit from the profit; it is not permissible to stipulate in the partnership contract that a partner does not share in the profit; because this condition contradicts the purpose of the partnership, which is to share in its profit.

The third condition: the agreement to exempt one of the partners from the loss; because this condition contradicts the purpose of the partnership, which is to share in its profit and loss.

The article clarified that the penalty for stipulating any of the three conditions is the invalidity of the condition; that is, the condition is void, but the partnership contract remains valid except for that condition; in accordance with the principle of contract divisibility stated in paragraph (2) of Article (74), which reads: (If the contract includes a void condition, the condition alone is void, and the contracting party may request the annulment of the contract if it becomes clear that he would not have agreed to the contract without that condition), and thus profits are divided among the partners according to their shares or according to the agreement after excluding the void condition, and losses are divided according to the shares; and if one of the partners proves that he would not have agreed to enter into the partnership without the condition that was annulled, he may request the annulment of the contract.

Explanation of Article 536

The article clarifies the ruling regarding the method of profit distribution and the time of its entitlement, and that the partners have the right to agree on the method of profit distribution and the dates of its entitlement. The article also specifies the condition for profit distribution, which is the safety of the capital. The basis for this condition is clear, as there is no profit unless the capital is intact, and what is distributed before confirming the safety of the capital is not subject to the rules of profit. This is because a partner cannot have a profit from the company before settling the debts. The way to verify the safety of the capital is to follow the necessary technical methods and standards to ensure this, while observing the general rules in this regard. When the time set by the partners for profit distribution arrives, the safety of the capital is verified, and once its safety is confirmed, what exceeds the capital is distributed among the partners according to each one's share or agreement as the case may be. The article indicates that the method of profit distribution and the dates of its entitlement are not without two scenarios. The first scenario: the partners agree on the method of profit distribution and the dates of its entitlement, in which case the agreement governs this. The second scenario: the partners do not agree on the method of profit distribution and the dates of its entitlement, in which case it occurs upon the termination of the company, unless there is a custom to the contrary.

Explanation of Article 537

Articles (537-541) address the provisions related to the management of the company's funds. This article clarifies who has the authority to manage the company, as follows: The first paragraph states that the partners, according to the company's contract, can appoint someone to manage the company and act on its behalf, whether this appointee is from among the partners or from outside them. This agency may be stipulated in the company contract or through a special agreement, and the agency document specifies the agent's powers and the limits of their agency. The agent is not allowed to exceed the limits of this agency, and the general rules of contracting by agency, as stipulated in articles (98), apply to this agency. This agency generally includes management activities and transactions that fall within the company's purpose. It is assumed under the general agency that the partners have granted the manager sufficient authority to achieve the company's objectives, including management activities and transactions, such as collecting the company's rights, regular maintenance of the company's equipment, and the like. The second paragraph clarified the ruling if the partners did not appoint someone to manage it, whether from among them or from outside them, and decided that each partner has the right to manage the company's funds and act in a way that achieves the purpose for which it was established without needing to refer to the other partners. The system considers the lack of appointment by the partners of someone to manage the company's affairs as an implicit agreement by all partners that each of them is an agent for the other partners in managing the company's funds and acting to the extent that achieves the company's purpose for which it was established. The paragraph also referred to the right of the other partners to object to a partner who wants to perform a management activity or a transaction that falls within the company's purposes. If one of the partners objects, their objection must be presented to all partners, and there are two scenarios: The first scenario: The majority of partners, based on the value of the shares, reject the objection submitted by the objecting partner. In this scenario, the partner who wants to perform the activity may complete the objected activity. The second scenario: The majority does not reject the objection submitted by the partner. In this scenario, the objection remains, and the partner who wants to perform the activity may not complete the objected activity. This scenario includes cases where the partners' votes are equal, with half rejecting the objection and half supporting it; the objection remains, and the partner may not perform the activity. If the partner performs the objected activity, it will not be valid against the other partners because it exceeds the limits of the agency. The provisions contained in the article are not of public order; if there is an explicit or implicit agreement to the contrary, it must be adhered to, and an implicit agreement includes customary practices to the contrary.

Explanation of Article 538

The article clarifies that every partner or their delegate has the right to review the company's books and documents; as the partner owns a share in the company and has the right to access everything related to it. The partner's right to review the company's books and documents is part of public policy, and it is not permissible to agree on anything contrary to it; because it is a right for the partners arising from the right of ownership according to general rules. However, the partners may agree on regulating this, such as agreeing that it be at specific times and the like.

Explanation of Article 539

The first paragraph addresses the standard of due diligence required of those who manage or act on behalf of the company, distinguishing between two scenarios.

The first scenario: If the person managing the company or acting on its behalf does not receive a salary or a share of the profit, they are required in this case to exercise the same level of care they would in their personal affairs, whether this care is higher or lower than that of an ordinary person.

The second scenario: If the person managing the company or acting on its behalf receives a salary or a share of the profit, they are required in this case to exercise the same level of care they would in their personal affairs, provided it is not less than that of an ordinary person; meaning they must exercise the higher of the two levels of care, either their personal care or that of an ordinary person.

For example, if the ordinary level of care involves reviewing accounts weekly, and the person managing the company's funds reviews daily in their personal affairs, they must conduct daily reviews in both scenarios. If their personal review is monthly, they must conduct monthly reviews in the first scenario and weekly reviews in the second scenario.

Thus, it becomes clear that the care required from a partner in safeguarding the company's interests exceeds the care required from an ordinary agent in managing their client's affairs.

The second paragraph establishes three matters considered as part of the required care that must be observed by those managing or acting on behalf of the company. Failure to do so means they have not adhered to the legally prescribed care in safeguarding its interests, resulting in negligence and liability towards the partners. These matters are:

The first matter: To refrain from any action that harms the company, such as selling or leasing some of the company's assets for less than the usual price or rent.

The second matter: To refrain from any action that exceeds the powers granted to them, such as delegating their duties to others without the partners' approval.

The third matter: To refrain from any action that contradicts the purpose for which the company was established, such as selling some of the company's real estate not intended for sale, gifting it, or lending it.

Among the obligations of those managing the company under the duty of care is to provide accounts of its activities if the nature of the company requires it, similar to an agent in this regard.

Explanation of Article 540

The article authorizes two matters that a person managing the company or handling its funds on behalf of the partners may not undertake without the partners' approval, even if doing so does not harm the company, namely: First: Donating any of the company's assets. Second: Lending any of the company's assets. This is a general principle within the scope of disposition, so these actions are not permissible without the partners' permission, even if the manager believes that they serve an interest; he may not undertake these actions unless authorized to do so, and the manager would thereby exceed his authority; thus, this action would not be binding on them, and they would have the right to seek compensation from him.

Explanation of Article 541

The article refers to the provisions related to certain actions taken by a partner and the resulting consequences. The first paragraph clarifies that a partner is not allowed to do any of the following:

First: The partner may not withhold any of the company's funds for themselves; for example, if the partner receives an amount on behalf of the company as a result of a sale or purchase or the like, they may not retain this money in their possession but must deliver it to the company immediately, unless stipulated otherwise by a text, agreement, or custom.

Second: The partner may not use any of the company's funds for themselves, such as taking money from the company to use it for purposes not benefiting the company.

The end of the paragraph determines the consequence if the partner engages in either of the aforementioned actions. In addition to the obligation to return what was taken according to general rules, the partners have the right to compensation for any damage arising from that.

The second paragraph explains the ruling in the event that the partner pays something from their own funds to the company or incurs beneficial expenses for its interest, such as settling the company's debts from their own money, committing themselves to a third party for the company's benefit, or providing the company with funds spent in its interest; they have the right to recover what they paid or spent, subject to several conditions:

The first condition: These expenses must be beneficial and in the interest of the company's operations.

The second condition: The expenses must be necessitated by urgency.

The third condition: The expenses must be limited to the beneficial amount and not be excessive.

The source of their recourse here is the system, considering that the system grants them the right of recourse. If the conditions stipulated by the article are not met, what they paid or spent is subject to the rules of unjust enrichment, depending on the situation.

Explanation of Article 542

The fundamental principle in debtor companies is that they are based on the personal consideration of the partner; therefore, he is not allowed to transfer his right to a foreigner to become a partner in his place unless the other partners accept it. Similarly, the personal creditor of the partner does not have direct rights over the partner's share in the company to protect the rights of the other partners, except in three cases where the article states that the personal creditor of the partner can satisfy his rights from the partner's share, which are:

The first case is when the personal creditor requests to satisfy his right from the debtor partner's share of the distributable profits. The creditor of the partner may execute on the profits that the partner receives from the company. It is also noted that the personal creditor of the partner can exercise his debtor partner's rights against the company through indirect action. Additionally, the creditor of the partner may impose a precautionary seizure under the company's hand on what the partner has of rights in it, such as his share of the profits.

The second case is when the personal creditor requests to satisfy his right from the partner's share in the company's assets after liquidation. If the company is liquidated, its capital becomes jointly owned among the partners, and the debtor partner has a common part in this money, which becomes part of his private assets. Therefore, his personal creditor in this case can satisfy his right from this part. In all cases, the creditor can impose a precautionary seizure on the partner's share before liquidation.

The third case: when the personal creditor requests the sale of the necessary shares of that partner if they can be sold without harm to the partners to collect his right from the proceeds of their sale. It is noted that the organizer considered the practical need for this third case, as the profits or waiting for liquidation may harm the creditors' rights, and it is not possible to give the creditor a direct right over the share. The article decided that the partner could request the court to sell the share, and the article restricted this by ensuring no harm to the partners. This will result in either ending the company, considering it a withdrawal from the partner, or the partners buying that share, which is the most suitable option for the partners' interest. Therefore, the article gave them priority in purchasing.

Explanation of Article 543

The first paragraph clarified the scope of the partners' liability in civil companies for debts arising from the company's activities, whether towards third parties or among the partners, as follows: First: The partners' liability towards third parties for the company's debts; this is not governed by the company's contract, but rather by the rules of contracting by agency; including Article (91) which was referred to by the article; since this agency often does not appear to third parties, the obligations arising from the contract for third parties are not attributed to the partners and do not extend to their assets in the company; third parties cannot claim them from the partners except according to those detailed rules in their place there, and in all cases, any obligation imposed by the person managing the company on behalf of the partners outside the limits of his agency, without being authorized by the partners, does not bind them. Second: The partners' liability among themselves for the company's debts; this liability has two assumptions: The first assumption: The company's assets cover the debts, so those debts are paid from them, but this is not done through the debtor, but through the person managing the company as he is the debtor towards the creditor. The second assumption: The company's assets do not cover the debts, so the partners are liable with their personal assets for the remaining debt according to each one's share in the company's capital. If the company's assets are one million riyals and the debt is two million, and each partner's share is half, each bears five hundred thousand riyals. This burden is only among the partners and not towards the third party with whom the person managing the company contracted in his personal capacity. The partner's bearing of the debt incurred by the person managing the company is conditional upon the transaction that gave rise to the debt being authorized by the partners; otherwise, they are not bound by it. Therefore, the article restricted the debt borne by the partner to be connected to its purposes, and it is needless to say that any debt in the company's assets if outside the limits of the agency, such as being unrelated to the company's purposes or arising from tortious liability of the person managing it, does not bind the partners. The second paragraph states that the company's contract does not imply solidarity among the partners unless there is an agreement between them, in which case the creditor can claim the debt from any of the partners according to the rules of solidarity stipulated in the system, allowing the creditor to claim from the solidary partner not as a partner but as a solidary party. This ruling applies to all types of companies in this chapter, including cases where the partner's share is what he commits to in his liability of money or work, as in face or work companies; the partners' agreement that the company is a face or work company does not mean their solidarity among themselves, but there must be an agreement on that; because the partner's share may be what he commits to in his liability of money or work without solidarity with his other partner; solidarity in these companies and all other civil companies is not presumed.

Explanation of Article 544

The first paragraph established a general rule that partners are obligated to provide the company with what they promised in the partnership contract, whether it is a cash amount, tangible property, or labor. Whether the property is real estate or movable, because the partnership is a contract independent of the sale contract and the like, the partner is obligated to deliver the share to the company and register it. If there is a delay, the company may revert to demanding the partner to provide their share along with compensation for any damage resulting from this delay according to general rules. The following results from this:

First: A partner who is obligated to provide a cash amount is considered indebted to the company and must compensate it for any lost profit if they delay delivering it by the agreed date, from the date it is due without the need for a warning or notice.

Second: A partner who is obligated to provide their share in kind from movable or real property, and owns it, the ownership of the share transfers to the company by delivery if it is movable, and by registration if it is real estate. The partner is liable for it in case of destruction, entitlement, or defect according to the provisions of the sale contract referred to in Article (402).

Third: A partner who is obligated to provide a share in kind from property they do not own, the ownership of the benefit of the share transfers to the company by delivery if it is movable, and by registration if it is real estate. The partner is liable for it in case of destruction, entitlement, or defect according to the provisions of the lease contract referred to in Article (402).

The second paragraph established that a partner who is obligated to provide their share as labor is liable for any damages to the company resulting from a breach of that labor. The liability of the partner providing labor is determined by the type of work provided, and it is a personal liability that varies according to the importance of the work provided; the expert's liability differs from that of an ordinary worker.

If the partner fails to provide the labor they committed to, they are liable to the company for the damage it suffered as a result.

If the partner provides their labor, they may not practice the work they provided as their share in the company for their own account, because the principle is that what the partner provided is for the company alone.

Explanation of Article 545

The article addresses the ruling on the withdrawal of a partner from the company. Withdrawal of a partner means his exit from the company alone by his unilateral will. The system took into account the nature of the company as a continuous contract that may last for a long time, and one of the partners may wish to withdraw from it.

The article differentiates in the rulings regarding withdrawal between whether the company is for a specified duration or not.

The first paragraph explains the ruling on withdrawal if the company is not for a specified duration; it allows the partner to withdraw at any time since it is a permissible, non-binding contract between the partners. However, the article stipulates three conditions for the partner's withdrawal in this case:

The first condition: All partners must be informed of his intention to withdraw a reasonable time before it occurs, with the aim that the partners are aware of this intention. The paragraph requires a formal condition for notification, which is that it must be in writing.

The second condition: The partner's withdrawal must not be fraudulent, such as if his purpose for withdrawing is to solely achieve a deal that was directed to the company so that he alone benefits from the profits. The withdrawing partner must be in good faith in his withdrawal to avoid abusing his right to withdraw.

The third condition: The withdrawal must not occur at an inappropriate time, taking into account the nature of the company's business and obligations, so that its operations are not disrupted and damages are not caused by the partner's withdrawal at an inappropriate time, such as when the company is expecting imminent profits or when the company has embarked on a project, making it in its interest to postpone the withdrawal. The appropriateness of the timing is left to the court's discretion.

The second paragraph explains the rulings on withdrawal if the company is for a specified duration. The duration of the company may be determined by setting a term for it or by specifying a particular purpose, so the company's duration is as long as the usual period for that purpose. The general ruling in this case is that the partner cannot withdraw from the company before the duration expires, in accordance with the contractual will of the parties; specifying the duration implies the partners' commitment to complete it. However, the article allows the court to remove the partner from the company under three conditions:

The first condition: The partner must submit a request to the court to exit the company.

The second condition: This must be based on acceptable reasons.

The third condition: The partner wishing to exit must compensate the partners for any damage they incur as a result.

The system allows this exception for the court in consideration of the nature of the company contract. Although the duration is specified, the company is an extended contract, and the partner's exit for acceptable reasons with his commitment to compensate for the consequences of his exit takes into account the company and the partners.

It is worth noting that whether the company's duration is specified or not, the partners may agree to terminate it before its time. Also, the partner's right to withdraw is based on his unilateral will, and it is a purely personal right; therefore, his creditors cannot exercise it through indirect action.

Explanation of Article 546

The article refers to the provisions related to the expulsion of a partner from the company, and the mechanism for expelling a partner from the company does not lack two scenarios:

The first scenario: The method of expelling the partner and its mechanism is agreed upon in the company contract.

The second scenario: The mechanism for expelling the partner is not agreed upon in the company contract.

The first paragraph clarifies that the partners can agree on how to expel the partner from the company, the reasons justifying the expulsion, its mechanism, and the procedures followed to complete the expulsion. In this case, the agreement governs the matter; the partners have the right to expel the partner if they commit an act that necessitates their expulsion according to the agreement, and the court's role is to ensure the occurrence of the reasons leading to the expulsion as agreed upon in the company contract.

The second paragraph clarifies that if the mechanism and method of expulsion are not agreed upon in the company contract, any of the partners also have the right to request the court to expel one or more partners from the company if there are acceptable reasons, and the court sees them as justified and calling for the partner's expulsion.

It is worth noting what was previously mentioned at the beginning of this section that a partner can request the court to dissolve the company contract and then terminate it if there are reasons that justify this, such as the partner's breach and failure to fulfill their obligations, for example.

However, the system included this article in this section to establish another right for the partners that is less harmful than requesting the dissolution and termination of the company contract, which is the partner's right to request the court not to terminate the company contract but to expel the defaulting partner from it while it continues; reinforcing and aligning with the general principle of this system in the continuation and maintenance of contracts as much as possible. The partner who did not fulfill their obligations is the one who alone bears the impact and influence while the rest of the partners continue without being affected. Similarly, the partner who does not harmonize with the rest of the partners is expelled so that their lack of harmony does not hinder the company's successes. If the partners wish to extend the company's term, and one of the partners does not accept the extension without providing reasonable reasons for this refusal, any partner can request the court to expel this partner while the company continues, so that the rest of the partners can extend the company to a new term. Although expelling the partner from the company is the termination of that partner's contract with the company, it is not considered a reason for the termination of the company contract. The organizer mentioned the provisions related to the expulsion of the partner in this section to avoid any confusion or attempt to analogize expulsion with withdrawal.

Explanation of Article 547

The article refers to several reasons related to the partner's person that terminate the partnership contract, which are:

The first reason: The death of the partner; the partnership contract ends with the death of one of the partners because the partnership contract is based on personal consideration between the partners, and the partners have contracted based on personal considerations in the partner himself.

The second reason: The interdiction of the partner; the partnership contract ends if the partner is interdicted due to loss of capacity due to insanity, idiocy, prodigality, or being negligent because the contract is based on personal consideration, and the partners have contracted based on personal considerations in the partner himself, not his guardian or representative.

The third reason: The insolvency of the partner or the initiation of liquidation procedures for him; the partnership ends if the partner becomes legally insolvent or liquidation procedures for his assets are initiated. The termination of the partnership due to insolvency or the initiation of liquidation procedures is based on the same considerations that apply to the termination of the partnership due to the interdiction of one of the partners, as the partnership contract is based on personal consideration, and the partners have contracted based on personal considerations in the partner himself, not his representative.

The fourth reason: The withdrawal of the partner; the partnership contract ends if one of the partners withdraws, as previously explained in the explanation of Article (545).

The second paragraph clarified that it is permissible to stipulate in the partnership contract that in the event of the death of one of the partners, the partnership remains in existence, and the heirs replace the deceased partner, even if among these heirs there is someone who lacks or has diminished capacity, without the need for court permission. The stipulation of this reason, to the exclusion of other reasons mentioned in the first paragraph, indicates that it is not permissible for the partners to agree in the partnership contract that in the event of the interdiction of one of the partners, the partnership continues with his guardian, and similarly in the case of insolvency or the initiation of liquidation procedures; because the partner can obligate his heirs to replace him in the partnership, but he cannot obligate his representative to do so in the event of interdiction, insolvency, or the initiation of liquidation procedures.

The third paragraph clarified that it is permissible for the partners to agree in the partnership contract on its continuation among the remaining partners if one of the partners dies, is interdicted, becomes insolvent, liquidation procedures are initiated for him, or he withdraws.

Explanation of Article 548

The article refers to the effect of the termination of a partnership with one of the partners while the remaining partners continue, whether the reason for this termination is the death of that partner, their interdiction, insolvency, entry into liquidation procedures, withdrawal, or expulsion. The effect of this is the liquidation of their share in the company; the share of the partner whose partnership has ended is assessed, and the value of their share is determined at the time the reason for termination occurs, i.e., at the time of withdrawal, expulsion, death, interdiction, insolvency, or entry into liquidation procedures. The relevant time is when the reason becomes effective. If the partners agree on its effectiveness upon notification, it is calculated from that time, and if it is judicial, it is calculated from the date of the court ruling. Once the share of the partner whose partnership has ended is assessed, their share is paid to them in cash.

The liquidation of the partner's share results in them having no share in any subsequent rights except to the extent that those rights result from operations prior to the occurrence of the reason.

These provisions stipulated in the article are not of public order; therefore, the article allows the partners to agree contrary to the provisions stipulated, such as agreeing to assess their share at another time or to give their share in kind rather than in cash.

Explanation of Article 549

The article clarified the effect of the termination of the company contract, which is the liquidation of its assets and their distribution among the partners. It also explained the manner of liquidation, which does not lack two scenarios:

The first scenario: There is an agreement among the partners on the procedures for liquidating the company. The first paragraph clarified the ruling on this, which is the obligation to follow the agreed-upon procedures, whether the agreement is in the company contract or in a subsequent agreement.

The second scenario: There is no agreement among the partners on the liquidation procedures. The second paragraph clarified the ruling on this, which is that any interested party may apply to the court for liquidation. The interested party includes the partner's creditor, as through liquidation, they can fulfill their debts. Given the diversity of the company's assets, the provisions of the article in this regard are general, allowing the court to determine the liquidation procedures, taking into account the nature of the assets subject to liquidation. If they are real estate, for example, the court may choose the auction method and, if necessary, appoint a liquidator. This matter is not made obligatory in consideration of the nature of civil companies and the costs associated with appointing a liquidator.

As for the liquidation activities, they are primarily based on liquidating the company's assets and distributing the net among the partners. The liquidator inventories the company's assets, states the company's rights and debts, collects the company's rights, pays its debts, sells the company's movable or immovable assets, and performs the necessary actions required by this liquidation, then distributes the net assets of the company among the partners.

The third paragraph explained the mechanism for dividing the assets arising from the liquidation, stating that if the company's assets are liquidated, its capital becomes jointly owned by the partners, and its division is according to the rules related to the division of joint ownership.

Explanation of Article 550

The article addressed the definition of the Mudaraba contract, which is a contract where the capital owner hands over money to someone who works with it for a common share of the profit from that money. It is derived from this that the Mudaraba contract is a commutative contract binding on both parties. The capital is provided in this contract by the capital owner, and the work is provided by the Mudarib, with the profit distributed between them according to an agreed-upon ratio.

The article's definition reveals the elements that constitute the Mudaraba contract, which are:

The first element: Capital; it is the obligation of the capital owner, and it may be in the form of money, which is the most common, or it may be in non-monetary form, in which case its value is considered the capital as will be explained. The capital must meet the general conditions for the subject matter of the contract as stipulated in Article (72).

The second element: Work; it is the obligation of the Mudarib to work with the money to achieve profit from it, and it may be unrestricted or restricted as will be explained. This distinguishes the Mudaraba contract from other contracts that may resemble it, where money is handed over, such as loans, where the purpose is for the borrower to benefit from the money; leases, where the purpose is for the lessee to benefit from the leased item; lending, where the purpose is for the borrower to benefit from the borrowed item; and deposits, where the purpose is to safeguard the deposit, among others.

The third element: Profit; profit is a pillar in the Mudaraba contract, and it is subject to the general conditions for the subject matter previously stated in the first section, including that it must be specified or specifiable as stipulated in Article (72). If the contracting parties agree that one of them does not deserve a share of the profit, it is not Mudaraba. However, if they contract on profit without specifying each party's share, the contract is valid because it is specifiable according to custom, as will be explained. According to the article, what the contracting party deserves from the profit must be common, meaning a percentage of it, not a fixed amount. If the contracting party stipulates a specific non-common amount of profit, this condition is void, as will be explained when explaining Article (559).

Explanation of Article 551

The article addresses the ruling on speculation with the debt owed to the owner by the speculator, and the ruling on speculation with non-cash assets. The first paragraph clarified the permissibility of the capital of the speculation being the debt owed to the owner by the speculator; this debt is a financial right that can be subject to disposition without any issue, and delivery is deemed to occur in this case by the mere conclusion of the contract. Consequently, any growth in that money after the contract is to be shared between the contracting parties according to the agreement, and the paragraph did not address other scenarios, relying on general rules; thus, the capital of the speculation may be the money that belongs to the owner in the hands of the speculator by way of deposit, loan, or any other contract. The second paragraph explained the ruling if what the owner provided for speculation was non-cash assets such as real estate, goods, securities, or otherwise; the contract is valid, as it is not required in a speculation contract for the capital to be cash; however, the value of what was provided is considered the capital, provided that this value is determined at the time of the contract or can be determined according to valid bases agreed upon by the contracting parties for evaluation, and this is merely an application of general rules, as the subject of the contract must be determined or determinable.

Explanation of Article 552

The article clarified the obligation of the capital owner in the Mudaraba contract to deliver the Mudaraba capital to the Mudarib and enable him to manage and dispose of it. The delivery of the Mudaraba capital can be actual or constructive. Actual delivery involves placing the capital in the hands of the Mudarib, allowing him to receive and dispose of it without any hindrance. Constructive delivery is achieved when the capital is already in the hands of the Mudarib before the contract in any capacity; for instance, it could be a debt owed by the Mudarib arising from a sale contract, a loan, or otherwise, or a deposit held by the Mudarib for the capital owner. The contracting parties agree that this capital will be the Mudaraba capital. Constructive delivery is also covered by what is included in Article (501).

Explanation of Article 553

The Mudarabah contract entails that the Mudarib has the right to manage and dispose of the funds; thus, his actions regarding the funds, as long as they are within the limits of the Mudarabah contract, are valid and effective concerning the capital owner. The article outlines several obligations that the Mudarib must adhere to in managing and disposing of the funds, as stipulated in the referred articles:

According to Article (539), the Mudarib is obligated to exercise the care he would in his personal affairs, without falling below the care of an ordinary person. He is not allowed to act in a way that harms the capital owner or contravenes the powers granted to him or the purpose for which the Mudarabah was contracted.

According to Article (540), the Mudarib is not permitted to gift or lend any part of the Mudarabah funds unless authorized by the capital owner.

According to Article (51), the Mudarib is not entitled to withhold any of the Mudarabah funds for himself or use them for his own benefit, otherwise, he would be liable to compensate the capital owner for any damage resulting from this. If the Mudarib pays from his own funds for the Mudarabah or incurs beneficial expenses due to urgency, which are not required by the Mudarabah contract, he has the right to recover what he paid or spent.

The Mudarib is bound in all of this, in his management and disposal of the funds, by what the Mudarabah contract requires, and by the terms and conditions agreed upon in the contract, explicitly or implicitly; including what is customary in Mudarabah contracts for similar activities.

It is noteworthy that the obligations and provisions contained in these articles originate from the contract; thus, the contracting parties may agree otherwise by increasing or decreasing the Mudarib's responsibility, as long as it does not contravene the mandatory rules stipulated by the system.

Based on what the article has determined, the Mudarib's obligation under the Mudarabah contract is an obligation of care, not of achieving a result; he is not liable if the expected profit is not achieved, nor is he liable if the funds are lost, as long as he has exercised the care required by the system.

It should be noted that the Mudarib's management and disposal of the funds are in his personal capacity before third parties, as the Mudarabah company does not acquire a legal personality, and the obligations arising from contracting with third parties are his responsibility, not that of the capital owner.

Explanation of Article 554

The article specifies another obligation on the part of the mudarib, which is to provide the capital owner with information related to the mudaraba activities and to present an account of those activities at the end of the mudaraba period if the mudaraba contract is for a specified duration. However, if the contract is not for a specified duration, the mudarib is obligated to provide information and accounts of the mudaraba activities at the end of each year.

The purpose of this obligation is to safeguard the rights of the capital owner, as the money is in the hands of the mudarib, and to reduce the likelihood of disputes between the parties. Additionally, the money remains the property of the capital owner, and it is his right to be informed about his money and its status. Furthermore, this is required by the usual care in managing and disposing of the money.

The information related to the mudaraba activities refers to anything that affects the course of work and its results.

The provisions stipulated in the article are not of public order; therefore, the contracting parties may agree otherwise, whether this agreement is explicit or implicit. An implicit agreement can occur if the custom or usual practice between the contracting parties differs from what is mentioned, and it must be adhered to.

Explanation of Article 555

The article clarified an obligation on the part of the speculator, stemming from his duty to exercise due diligence in managing and disposing of the funds, which is to adhere to the terms contained in the Mudaraba contract. The Mudaraba contract, in this regard, does not lack two scenarios:

The first scenario: A restricted Mudaraba contract.
The second scenario: An unrestricted Mudaraba contract.

The first paragraph clarified the provisions related to the restricted Mudaraba contract, whether the restriction is by time, place, type of work, or otherwise; and it explained that the speculator is obliged to adhere to the restrictions of the contract; if he violates this, he is considered negligent and liable for compensation. For example, a time restriction might limit the Mudaraba to the date season only, a place restriction might limit it to trading in the city of Riyadh only, and a type of work restriction might limit it to Mudaraba in cars only. It may combine all these restrictions, such as limiting it to Mudaraba in dates during the date season in the city of Riyadh only, or it may impose other restrictions, such as stipulating that dealings should only be with commercial institutions and not individuals, or with institutions with a good credit rating, and so on. All these restrictions may be explicitly included in the contract or implicitly derived from the circumstances of the contract.

The second paragraph clarified the provisions related to the unrestricted Mudaraba contract; that is, without restricting the Mudaraba by time, place, specific work, or otherwise; the contract is not void because the subject matter is determinable; the speculator is bound in his work by what is customary and guided by the circumstances of the contract. In this way, the Mudaraba contract differs from the agency contract; as previously stated in Article (482) regarding the agency contract, it is not valid with general terms that do not specify the type of legal action. The difference between them is that the speculator's actions here are restricted to the funds he received only and by what is customary in Mudaraba activities aimed at profit, while the general agency extends to all the principal's funds and includes all actions; thus, the risk in it is apparent.

Explanation of Article 556

The article addresses another obligation on the part of the mudarib, branching from his obligation to exercise due diligence in managing and disposing of the funds, which is a negative obligation to refrain from an act. The first paragraph stipulates the mudarib's obligation to refrain from two types of actions:

The first type: Mixing the mudaraba funds with his own funds; because this mixing may lead to account intermingling; in addition to the fact that it will compete with the mudaraba funds for available investment opportunities.

The second type: Handing over the funds to others for the purpose of mudaraba; i.e., sub-mudaraba; because the mudaraba contract is based on personal consideration, and the person of the mudarib is essential in the contract.

The prohibition of these two matters is based on the enforcement of the contracting parties' will in the mudaraba contract; hence, the end of the paragraph clarifies that if the fund owner permits the mudarib to do these two things, he is allowed to do so, whether the permission is explicit or implicit. Implicit permission includes when it is customary for the mudarib to mix the mudaraba funds with his own funds or when it is customary for the mudarib to engage in mudaraba with others using the mudaraba funds, or if the fund owner has authorized him to act as he sees fit, this is considered implicit permission for these two matters.

In this regard, what is required by the care of a reasonable person for the mudaraba funds must be observed, including, if the mudarib mixes the mudaraba funds with his own, he must separate the mudaraba funds from his own accountably, in a way that allows knowing what profit the mudaraba funds have achieved independently from his own funds, and he must comply with what is contained in Article (552) that "the mudarib must provide the fund owner with information related to the mudaraba activities and present an account of them," and take measures to preserve the fund owner's rights, establish them, and make them known in the event of the mudarib's death or loss of capacity or otherwise.

Similarly, if the mudarib is authorized to pay the mudaraba funds to others for mudaraba according to what is contained in the article; this does not mean the absence of his responsibility towards the fund owner; according to the general rules of bearing responsibility for error, and what the system has decided in the agency contract in Article (489); the mudarib remains responsible for his error, including his error in choosing the other mudarib, or in the instructions he issued that caused the damage.

The effect of the mudarib's violation of any of the above is that he is responsible for the damage caused to the fund owner due to his transgression and is obliged to compensate for the damage.

The second paragraph explained the mechanism for calculating profit when the mudarib mixes the mudaraba funds with his own; by calculating the profit of each fund according to its proportion of the mixed funds, and distributing the share due to the mudaraba funds between the contracting parties according to the provisions of this chapter; and the basis for maintaining the independence of the two funds is that the mudarib does not benefit from the mudaraba capital beyond his stipulated share in the mudaraba contract. If the mudaraba funds are one hundred thousand riyals and the mudarib's funds are one hundred thousand riyals, and the funds are mixed, achieving a profit of 50, i.e., one hundred thousand riyals, the mudarib is entitled to the profit of his funds, then the profit of the mudaraba funds is distributed between the contracting parties.

Explanation of Article 557

This article addresses the provisions regarding the bearing of loss in Mudarabah, and the following articles (258 - 260) pertain to the provisions of profit division. This article clarifies the provisions for bearing the loss in Mudarabah. Based on what Article (553) has established, the obligation of the Mudarib in a Mudarabah contract is an obligation to exert effort, not to achieve a result. The first paragraph of this article establishes the general principle in bearing the loss, which is that the capital owner alone bears the consequence of the capital reduction in Mudarabah. This ruling is a matter of public policy and cannot be agreed otherwise. It is not permissible to agree that the Mudarib bears the capital reduction because the contract would not be considered Mudarabah in this case, as Mudarabah is based on the profit or loss of the capital. This ruling aligns with the nature of the Mudarabah contract, where each party loses what they contributed. The Mudarib does not have a share in the capital; rather, they provide work without capital. In the event of a loss, they lose the work they provided, while the capital owner provides the capital without work, thus bearing the entire loss of the reduced capital alone.

After the first paragraph established the inadmissibility of stipulating that the Mudarib bears the consequence of the capital reduction, the second and third paragraphs explain the effect of the capital reduction if it occurs. The paragraphs assume two scenarios: The first scenario: The reduction in capital occurs without any transgression or negligence by the Mudarib. The second scenario: The reduction is due to the Mudarib's transgression or negligence. The second paragraph clarifies the ruling of the first scenario, which is when the reduction in capital occurs without any transgression or negligence by the Mudarib. In this case, the Mudarib is not required to guarantee the reduction or compensate the capital owner for it, as the Mudarib's obligation is to exert effort, not to achieve a result. Therefore, they are not responsible for the capital reduction or the failure to achieve profit as long as they have exerted the due diligence required of them.

Explanation of Article 558

After Article (557) clarified the provisions of bearing loss in speculation; the three articles (558-560) came to explain the provisions of profit division between the contracting parties in speculation; this article established the general principle in profit division as follows:

First: The profit division between the contracting parties in the speculation contract is according to the agreement; whether the agreement was at the conclusion of the speculation contract or in a subsequent agreement, and whether it was explicit or implicit; for example, if the dealings between them are conducted on speculation in goods with a sharing ratio between them, and then the dealings continue in the same manner, this is considered an implicit agreement on the same ratio.

Second: In the absence of an agreement on determining the contractor's share of the profit; the speculation is also valid, and each contractor's share is determined according to custom; this is merely an interpretation of the contractors' intent when they remain silent about determining each contractor's share; the system assumed that the contractors' intent was directed towards custom, and thus the profit division between them is according to custom. Nevertheless, the system grants each contractor in this case the right to withdraw from the speculation even if it is for a specified period, provided the conditions for withdrawal in unspecified period speculation are met, which are outlined in paragraph (1) of Article (562); due to the nature of the speculation contract and its continuous nature, the contractor may not wish to continue if it becomes apparent that the custom in profit sharing is contrary to what was expected. These conditions are:

The first condition: The contractor wishing to withdraw must inform the other contractor of his desire to withdraw a reasonable time before it occurs.

The second condition: The withdrawal must not be in bad faith; the withdrawing contractor must be in good faith in his withdrawal, so as not to misuse his right to withdraw.

The third condition: The withdrawal must not be at an inappropriate time, such as if the speculation is in purchasing stationery and selling it, and then he withdraws just before the start of the school year, or if it is in purchasing livestock to sell during the sacrificial season and then withdraws just before the season.

The appropriateness of the timing is to be determined by the court.

Explanation of Article 559

After Article (558) established that the default in profit-sharing in Mudaraba is based on agreement, this article came to clarify a prohibited form of agreement, which is stipulating a specific amount of profit for one of the contracting parties, and what might be confused with this form from other permissible forms. The first paragraph clarified the invalidity of stipulating a specific amount of profit for one of the contracting parties; the profit must be divided between the contracting parties in a common percentage between them. This rule is of public order and cannot be agreed otherwise, as it may result in the contracting party for whom the specific amount is stipulated monopolizing the entire profit, thus negating the pillar of Mudaraba, which is sharing in profit. For example, if the capital owner or the Mudarib stipulates that their profit from the Mudaraba is fifty thousand riyals, and the Mudaraba profits fifty thousand riyals or less, this means depriving the other contracting party of profit. It is established in partnership contracts, including the Mudaraba contract, that any condition depriving one of the partners of profit is invalid.

Applying the rule of contract severability in paragraph (2) of Article (74): (If the contract includes an invalid condition, only the condition is void, and the contracting party may request the annulment of the contract if it is shown that they would not have agreed to the contract without that condition); if the condition of a specific amount of profit is void, there is no longer an agreement on profit between the contracting parties; the profit division will be according to custom as contained in the second paragraph of Article (558), and the contracting party may withdraw from the contract under the three conditions outlined in the explanation of that article. The contracting party has another option if they do not wish to take this path, which is to request the annulment of the contract if they prove that they would not have agreed to the contract without that condition, applying paragraph (2) of Article (74); if the contract is annulled, each party's share of the profit realized from the Mudaraba before the annulment is determined according to custom, not based on the contract, because if the contract is void, its effect is nullified, but rather applying the rule of unjust enrichment; as the profit realized from the Mudaraba is generated as a result of money and work; the Mudarib deserves compensation for their work to the extent of the benefit returned to the capital owner, and this is estimated as the worker's share of the profit if the contract were valid and such profit was realized; as the reference is to custom in such types of contracts and the nature of the work.

It is clear that the basis of the prohibition in the form outlined in the first paragraph is that the condition may lead to depriving the contracting party of profit; therefore, the second and third paragraphs came with forms of agreement that might be mistakenly thought to fall within the prohibition in the first paragraph; to dispel this misconception, the text stated their permissibility; as the reason for prohibition is absent; the second paragraph referred to two forms, which are: The first form is stipulating that the profit is shared between the contracting parties at an agreed percentage within a certain limit, and any profit exceeding that limit is taken by one of them alone, such as agreeing that the profit is shared equally between them until the Mudaraba profit reaches one hundred thousand riyals, and any excess over one hundred thousand riyals is taken by the capital owner alone or the Mudarib alone; this form does not lead to depriving any of the contracting parties of profit. The second form is agreeing to change each party's share of the profit according to the profit realized from the Mudaraba, provided it is based on valid criteria for determining it, such as agreeing that the profit is shared equally between them until the Mudaraba profit reaches one hundred thousand riyals, and any excess over one hundred thousand riyals is two-thirds for the Mudarib and one-third for the capital owner, or agreeing that profits related to the sale of a specific commodity are shared equally between them, and profits related to the sale of another commodity are two-thirds for the Mudarib and one-third for the capital owner; this is permissible because each contracting party's share is determinable according to valid criteria, and this condition does not lead to depriving either of them of profit. The third paragraph also clarified the permissibility of one of the contracting parties having a known wage for a specific work in addition to their share in the profit; this condition does not conflict with what the first paragraph ruled out by prohibiting stipulating a specific amount, as the prohibition basis there is removed by the existence of a percentage of the profit in contrast to the wage.

Explanation of Article 560

The article clarifies the time at which each contracting party is entitled to their share of the profit in a Mudaraba contract. The first paragraph establishes the general principle that the entitlement to profit occurs at the end of the Mudaraba contract, as it is the time when the Mudaraba activities are settled and their results are determined. For example, if the Mudaraba lasts for two years and the profit is shared equally between the contracting parties, and the Mudaraba gains 10% at the end of the first year but loses 20% in the second year, the remaining funds at the end of the Mudaraba belong solely to the capital owner, and the Mudarib receives nothing due to the capital not being intact.

The paragraph also explains that if there is an agreement—explicit or implicit, including customary practice—on evaluating the Mudaraba and determining what each contracting party is entitled to at specific times while the Mudaraba continues, the contracting party is entitled to their share at that time, even before the Mudaraba ends, provided that the Mudaraba is evaluated at the specified time. The principle in this regard is that there is no profit unless the capital is intact, as profit is what remains after the capital; if there is nothing left, it is not considered profit.

For example, if the Mudaraba lasts for two years and the profit is shared equally between the contracting parties, and they agree to evaluate the Mudaraba at the end of each year and profits are due at the agreed evaluation, and the Mudaraba gains 10% at the end of the first year, the Mudarib is entitled to half of it even if the profits are not distributed between them. If the Mudaraba loses 20% at the end of the second year, the Mudarib is entitled to their share of the profit earned in the first year minus 20%, with the remainder going to the capital owner.

The paragraph establishes a legal presumption in this regard, which is a rebuttable presumption, stating that everything distributed between the contracting parties during the term of the Mudaraba is from the profit, meaning after the capital is intact. Anyone claiming otherwise must provide evidence. If the Mudarib distributes amounts to the capital owner during the Mudaraba contract and then claims that what was distributed was part of the capital owner's capital being returned and not profit, this claim will not be accepted without evidence.

Explanation of Article 561

The article addresses two reasons for the termination of the Mudaraba contract, which are:
The first reason: the expiration of the specified term for the Mudaraba contract.
The second reason: the completion of the work for which the Mudaraba was contracted.
The article stipulates that the Mudaraba contract ends with the expiration of its specified term or upon the completion of the work for which it was contracted. If a period of one year is specified for the Mudaraba and it expires, the Mudaraba contract ends. If a specific work is designated for the Mudaraba, such as the sale of specific plots of land, and the sale is completed, the Mudaraba contract ends.
It is permissible to extend the term of the Mudaraba contract before its term expires, and it can be renewed after its term expires, whether this renewal is explicit or implicit. This renewal is considered a renewal of the Mudaraba contract under its original conditions, except for those related to specifying the duration of the Mudaraba. It is subject to the provisions of an indefinite Mudaraba as outlined in paragraph (1) of article (562). If there is a custom or indication of a specific duration for the renewed term, it is considered in accordance with general rules.
The provisions related to this reason do not differ entirely from those outlined in article (544) concerning the termination of the partnership contract due to the similarity between the two contracts.

Explanation of Article 562

The article refers to the termination of the Mudaraba contract by the withdrawal of a contracting party, and the provisions related to this reason do not differ from the provisions for the termination of a partnership contract by the withdrawal of a partner as stipulated in Article (545); due to the similarity between the two contracts. What was said in the explanation of that article also applies to the Mudaraba contract, except for the requirement of written notification to the other contracting party about the withdrawal in an indefinite Mudaraba contract. It is not required for this notification to be in writing as is the case in an indefinite partnership contract, due to the multiplicity of contracting parties in a partnership contract and the impact of this withdrawal on the rights of the remaining partners, which necessitates strictness in proving the withdrawal of a partner from it.

Explanation of Article 563

The article addresses the consequences of the termination of the Mudaraba contract; the principle is that once the reason for its termination arises, the obligations of the Mudarib (investment manager) consequently end, and he is not allowed to dispose of the Mudaraba funds. However, the article refers to two cases where the Mudarib is required, by his obligation to exercise due diligence, to complete the Mudaraba activities, due to the nature of the Mudaraba contract which may encounter circumstances necessitating this upon its termination.

The first paragraph clarifies that the Mudarib is required, upon the termination of the Mudaraba, to bring the activities he started to a state where the Mudaraba funds or profits are not exposed to damage or loss. The consequence of the Mudarib violating this provision is his liability for ensuring the safety of those funds and any other damages incurred by the capital owner due to the Mudarib's failure to fulfill this obligation.

The second paragraph clarifies that the Mudarib is not allowed to dispose of the Mudaraba funds after the termination of the Mudaraba contract. The consequence of violating this is the Mudarib's liability, which includes ensuring the safety of those funds and any other damages incurred by the capital owner as a result of this action. An exception is made if the Mudaraba assets at the time of termination are non-cash; the Mudarib is required to convert them into cash, as this is part of the Mudarib's duties. The period for converting non-cash assets into cash is determined by custom and the nature of the assets.

The paragraph exempts the Mudarib from the obligation to convert the Mudaraba assets into cash at the end if custom, agreement, or the nature of the transaction dictates otherwise; in this case, the matter is handled according to what is required.

Explanation of Article 564

The first paragraph refers to the obligation of the mudarib, upon the termination of the mudaraba, to return the share of the capital owner from the mudaraba funds, meaning the principal along with any profit due to the capital owner or any loss incurred. The mudarib must return the capital owner's share immediately upon the termination of the mudaraba contract, taking into account what is stated in Article (563) of the provisions; such as if the situation requires converting some non-cash assets into cash, or if it requires bringing some mudaraba funds to a state where they are not exposed to damage or loss.

The second paragraph explains the consequence of the mudarib's delay in fulfilling this obligation, which can be divided into two scenarios:

The first scenario: The funds suffer a loss due to the mudarib's delay in returning them, making the mudarib liable for the loss and responsible for this deficiency due to his breach of obligation.

The second scenario: The funds generate a profit, in which case the capital owner is entitled to his share of the profit; not based on the mudaraba contract but as compensation, according to the rules of unjust enrichment.

For instance, if the mudaraba funds were goods at the time of termination and the mudarib delayed without acceptable justification in the procedures of converting them into cash, resulting in their damage or depreciation, the mudarib would be liable for this damage or depreciation. If the value of the goods increased, the capital owner would be entitled to his share of that increase not based on the mudaraba contract, as the contract has ended, but as compensation.

The article indicates that if the mudarib's delay is justifiably acceptable, such as being unable to liquidate the mudaraba funds for reasons beyond his control, he would not be liable, as the mudarib's obligation is one of exerting effort, not achieving a result.

Explanation of Article 565

The article refers to a number of reasons related to the person of the speculator or the capital owner that lead to the termination of the Mudaraba contract; the first paragraph specifies four reasons:

The first reason: The death of the contracting party; the Mudaraba contract ends with the death of one of the contracting parties, as the personality of the contracting party is considered in this contract.

The second reason: The interdiction of the contracting party; the Mudaraba contract ends if the contracting party is interdicted due to loss of capacity for insanity, or due to prodigality or negligence, because the contract is based on the personal consideration of the contracting party himself and not his representative.

The third and fourth reasons: Insolvency of the contracting party or the initiation of liquidation proceedings; the Mudaraba contract ends if the contracting party becomes legally insolvent or liquidation proceedings of his assets are initiated. The termination of the Mudaraba due to insolvency or the initiation of liquidation proceedings is based on the same considerations as the termination of the Mudaraba contract due to the interdiction of one of the contracting parties, as the Mudaraba contract is based on personal consideration, taking into account personal considerations in the contracting party himself, not in his representative.

It is noted that the provisions related to the reasons for the termination of the Mudaraba in this article do not differ from the reasons related to the termination of the partnership contract mentioned in Article (547), due to the similarity between the two contracts. Accordingly, it may be stipulated in the Mudaraba contract that in the event of the death of one of the contracting parties, the Mudaraba continues, and his heirs take his place, even if among them is someone lacking capacity or with diminished capacity without the need for court permission. However, it is not permissible to agree that in the event of the interdiction of one of the contracting parties, his insolvency, or the initiation of liquidation proceedings, the Mudaraba continues between the representative of this contracting party and the other contracting party; because the contracting party can obligate his heirs to take his place in the Mudaraba, but he cannot obligate his representative to do so in the event of his interdiction, insolvency, or the initiation of liquidation proceedings.

The second paragraph outlines two obligations on the heirs of the speculator in the event of his death if they have the capacity, or their representative if they do not have the capacity, and if the heirs or the representative are aware of the Mudaraba, which are:

The first obligation is to promptly inform the capital owner of the death of the deceased, so that the capital owner can take the necessary measures to preserve his money.

The second obligation is to take the measures required by the situation to preserve the money; for example, if the Mudaraba funds are livestock, they should take the necessary measures to prevent them from perishing due to lack of feeding, and so on.

Explanation of Article 566

The article defines the contract of participation in the output and refers to the essential elements that constitute this contract as follows:

First: The subject of the obligation of the capital provider. The capital provider is obliged to deliver to the worker something that is non-consumable; this obligation requires enabling the worker to exploit that thing throughout the duration of the contract. In this respect, the contract of participation in the output resembles a lease contract; the obligations of the capital provider are similar to those of the lessor, as he is obliged to deliver and enable the worker to work with the continuation of this obligation until the end of the contract.

Second: The subject of the worker's obligation: The worker is obliged to exploit the thing delivered to him by the capital provider by working on it in a manner that achieves the output. In this respect, the contract of participation in the output resembles a Mudaraba contract; the obligations of the worker are similar to those of the Mudarib, as his obligation is not limited to preserving the thing only as in a lease; rather, it involves working on it to exploit it to achieve the output.

Third: The productive thing, which is what the capital provider delivers to the worker to work on, and for the contract to be a participation in the output, the productive thing must meet two conditions: The first condition: It must be non-consumable, which is anything that can be used repeatedly while remaining; as for consumable things like food, money, goods, and the like, they are not subject to the contract of participation in the output, because the intention is for the thing to remain generating its output, and this can only be achieved with non-consumable things. The second condition: The thing must generate output; like trees that produce fruit, agricultural land that produces crops, and similarly, manufacturing machines that produce industrial, food, pharmaceutical, or textile products, and the like; as for things that do not naturally generate output like buildings and cars, they cannot be the subject of this contract.

Fourth: The output, which here refers to what is generated from the productive thing; thus excluding the profit achieved from trading the thing, and the rent achieved from benefiting from the thing whether by using or exploiting it.

Fifth: Sharing in the output, which distinguishes this contract from others; this contract requires the establishment of a joint ownership between the contracting parties not in the original capital as in a partnership contract but in the output upon its appearance; it becomes jointly owned by them, and from the time the output appears, each of them has a real right in it according to their share.

Accordingly, it is not considered participation in the output if a person provides another with a property to exploit in exchange for a percentage of the rent or yield achieved, or if a person provides another with a car to work on in exchange for a percentage of the wage or earnings achieved.

The most apparent forms of participation in the output are agricultural participation, as explained in the second section, where the contracting parties share in the output of the land, which is the crop, or the output of the trees, which is the fruit. Participation in the output may also occur in other forms, especially in production machines; for example, if a person provides another with a production machine to work on, and its output, upon appearance, is jointly owned by them; and if the agreement includes the worker selling the achieved output and sharing its price according to each one's share, this agreement is in addition to the requirements of the contract of participation in the output; in it, each contracting party's ownership of their share is established as soon as the output is achieved, according to articles (568, 576).

In the contract of participation in the output, the division of the output between the partners must be on a joint basis; the provisions of this will be explained in the explanation of article (573), and it is valid to agree on the division of the output according to any suitable basis for determination, including what was mentioned in article (559) of permissible forms for dividing profit in Mudaraba, such as agreeing to share the output at a known percentage and any excess over a certain limit is exclusive to one of them, or agreeing that each one's share of the output changes according to what the participation achieves from output according to suitable bases, or agreeing that one of them has a known wage for a specific work in addition to his entitlement to his share of the output.

Explanation of Article 567

The article clarified the obligations incumbent on each party in a profit-sharing contract. The first paragraph outlined two matters:

The first matter: The obligation of the capital owner to enable the worker to perform the work as agreed upon. This emphasizes that the obligation of the capital owner in a profit-sharing contract is not merely a passive obligation to leave the worker and the asset provided by the capital owner; rather, there is a positive obligation to enable the worker to work. This obligation includes the duty to deliver the productive asset to the worker, and if expenses are required, the capital owner bears them, allowing the worker to exploit it until the end of the contract. The capital owner is also obligated to guarantee any defects in the asset that reduce its exploitation for the intended purpose and to carry out necessary repairs for this exploitation, applying general rules in this regard.

It becomes clear that the obligation of the capital owner in profit-sharing resembles the obligation of a lessor in a lease contract.

The second matter: The obligation of the worker to exercise the care of a reasonable person in his work and in preserving the money. This is merely an application of general rules, as he deserves a wage for that work and is not volunteering; thus, his responsibility in care is measured by this standard.

It becomes clear that the worker's obligation in profit-sharing is not limited to preserving the thing only; rather, he must exercise care in performing the agreed-upon work that generates the profit. This obligation resembles the obligation of a mudarib in a mudaraba contract.

The second paragraph outlined two matters:

The first matter: Necessary expenses for preserving the asset are borne by the capital owner, including any fees or taxes related to the asset itself.

The second matter: The worker bears the expenses related to exploiting that asset, such as regular maintenance and operational expenses.

All of the above are supplementary rules not of public order, so it is permissible to agree otherwise explicitly or implicitly if indicated by the circumstances of the contract, such as custom and the dealings between the contracting parties.

The third paragraph clarified that the worker may hire employees, whether under a labor contract, a contract for work, a subcontracted profit-sharing agreement, or other contracts, to perform all or some of the tasks that the worker customarily undertakes. The wages of those employees come from his share of the profit, as he earns his share of the profit through this work and should bear the burdens or expenses arising from it. What the paragraph stipulated is also not of public order; thus, it is permissible to agree otherwise, whether concerning the worker's right to hire employees or bearing their expenses.

Explanation of Article 568

The first paragraph clarified the time considered for each contracting party to deserve their share of the output, which is the time of its realization and not the time of its distribution. Once the output is realized, the contracting party deserves their share of it, even if it has not been delivered to them in fact. The contracting parties may agree otherwise by setting dates when the contracting party deserves their share of the output other than the time of its realization, whether at the end of the participation period or during it. They may also agree on the method of calculating the output by specifying the criteria on which it is calculated.

The second paragraph explained how to divide the assets of the participation in the output upon the termination of the contract and the liquidation of the participation. These assets consist of four matters:

The first matter: the output, which is the subject of participation between the contracting parties, is distributed between them according to their agreed shares.

The second matter: the principal provided by the capital owner and any expenses related to this principal spent by the capital owner are returned in kind to the capital owner because it remains in their ownership.

The third matter: the increments detached from the principal; these are returned to whoever paid their expenses, whether the capital owner or the worker.

The fourth matter: the beneficial expenses connected to the principal spent by the worker; these are returned to the worker unless their separation harms the principal. For example, if the worker in an agricultural participation contract made a beneficial construction on the agricultural land that would be harmed by its separation, the capital owner, upon retrieving the principal, has the choice between compensating the worker for the value of what they spent on these increments or the amount by which the principal's value increased, applying the principle of enrichment without cause.

The end of the paragraph indicated that the rules outlined therein are considered supplementary rules, and the parties may agree otherwise, whether by explicit or implicit agreement, such as if custom or the dealings of the contracting parties differ from what is mentioned, it shall be applied.

Explanation of Article 569

In the context of the ruling on the invalidity of a partnership contract, if the contract is declared void due to a defect, the contract is not subject to annulment; it is void from the beginning. However, if the contract is voidable, the party who has the right to annul it can do so. According to Article (82), if the contract is void, the original property, or any inseparable additions to it, must be returned to the party who provided it. If the additions are separable, they must be returned to the party who incurred the expenses for them. If the additions are inseparable, the party who incurred the expenses for them is entitled to compensation according to the rules of unjust enrichment, provided that the enrichment was not the result of a bad faith act.

First Case: If the materials from which the product is derived belong to the party, the product is considered the property of the party. For example, in a farming partnership, if the seeds or raw materials are provided by the party, the resulting product is theirs. In this case, the party is entitled to compensation equivalent to the value of the work performed, as if the contract had been valid. The party is entitled to compensation based on the value of the work performed, as if the contract had been valid.

Second Case: If the materials from which the product is derived belong to the worker, the product is considered the property of the worker. In this case, the worker is entitled to compensation equivalent to the value of the original property, as if the contract had been valid. The worker is entitled to compensation based on the value of the original property, as if the contract had been valid.

In both cases, compensation is determined according to the rules of unjust enrichment, provided that the invalidity was not due to a defect that the other party could have avoided. The right to compensation is based on the harm caused to the other party due to the invalidity.

Explanation of Article 570

The reasons for the termination of the partnership contract are similar to those for the termination of other contracts, as stated in the general rules, except for the following: the expiration of the agreed term, the completion of the agreed work, the mutual agreement to terminate, or the impossibility of performance due to the destruction of the subject matter. This article does not address these reasons, as they are covered by the general rules applicable to other contracts, unless the partnership contract differs from other contracts in this regard.

The first paragraph clarifies that the partnership contract is typically for a specified period or for a specific work; similarly, in agriculture, it is for a specific quantity of produce. In both cases, the contract terminates upon the expiration of the specified term or the completion of the agreed work, or if the purpose for which it was concluded is achieved.

If the contracting parties do not agree on a term for the contract or on a specific work, the contract terminates upon the completion of the work according to the circumstances of the custom; as stated in Article (276), if no term is specified for the obligations in the contract, it is presumed that the contract is intended to last for a reasonable period according to the circumstances of the custom; this is not considered an interpretation of their intention but rather what the nature of the transaction and the contract require.

The second paragraph explains the two cases in which the partnership contract terminates before the expiration of the term or the completion of the work: the first case is the death of the worker if the work is intended for a specific person; in this case, the contract is considered terminated due to the personal nature of the obligation, and the contract is rescinded without compensation; this is similar to the provisions of Article (110) regarding the impossibility of performance due to the death of the worker, as the contract becomes impossible to perform.

The second case is the death of the worker if the work is not intended for a specific person and is not conditional upon the worker; in this case, the contract is not rescinded unless the heirs choose not to complete the work due to the personal nature of the contract; the heirs have the right to request the rescission of the contract if they do not wish to complete the work, as the nature of this contract does not allow for the substitution of the worker; similarly, the heirs may request the rescission of the contract if there are insufficient guarantees for the execution of the work, such as the absence of a skilled worker among them; the court will determine this.

The third paragraph clarifies that the partnership contract does not terminate upon the death of the financier; the contract continues as the financier's role is not considered personal in relation to the financier's obligations, unlike other contracts where the personal consideration of the contracting party is not relevant.

Explanation of Article 571

The article refers to the definition of the agricultural partnership contract and addresses two prominent applications:

The first form is the contract of "Muzara'a," in which the owner of the capital hands over cultivated or uncultivated land to someone who works on it for a common share of its yield, which is the agricultural product that comes from it. The obligation of the owner of the capital is to deliver the benefit of the land, whether he owns the land or only its benefit through a usufruct right, lease, endowment, or otherwise. The obligation of the worker is to work on the land by cultivating it if it is not cultivated and to work on it by caring, watering, and repairing until the crop appears, or by completing its cultivation if it is cultivated and the crop has not appeared, and to work on it until the crop appears.

The second form is the contract of "Musaqah," in which the owner of the capital is obliged to deliver land with existing trees, i.e., planted, to someone who will water and care for it until its fruit appears. They share in its yield, which is the fruit or what the tree produces, such as fibers, oil, wood, or otherwise. The obligation of the owner of the capital is to deliver the benefit of the trees, whether he owns them or only their benefit through a usufruct right, lease, endowment, or otherwise, and whether he owns the land in which the trees are planted or only its benefit, or he does not own the land or its benefit but only owns the trees or their benefit.

Both "Muzara'a" and "Musaqah" share that the partnership between the contracting parties is only in the yield and not in the original capital. The obligation of the owner of the capital in both is to deliver a non-consumable asset, which is the land in "Muzara'a" and the trees in "Musaqah." The obligation of the worker in both is to work. "Muzara'a" differs from "Musaqah" in that "Muzara'a" is for crops like wheat, barley, and alfalfa, while "Musaqah" is for trees, which produce yield from plants and regenerate while keeping their original form, like palm trees, grapes, and olives.

It is not required in "Musaqah" that the trees bear fruit; it is valid for anything that yields fruit, leaves, fibers, oil, or otherwise. The share of the contracting party in "Muzara'a" and "Musaqah" must be common.

Explanation of Article 572

The default in sharecropping is that the seeds are provided by the landowner as part of the capital he is obliged to provide, and the worker's obligation is limited to labor only; however, the article clarifies the validity of the seeds being provided by the worker or by both parties; and this does not change the transaction from being an agricultural partnership contract.

Similarly, the default in irrigation contracts is that the trees are provided by the landowner as part of the capital he is obliged to provide, but the article clarifies the validity of the trees being provided by the worker or by both parties; this is done by the landowner delivering the land on the condition that the worker provides the saplings, which are the trees planted in the land, and the yield of the trees is shared between them; meaning that the obligation of the landowner in this case is the land and not the trees.

This does not change the transaction from being an agricultural partnership contract.

Explanation of Article 573

The article indicates that agricultural partnership requires the contracting parties to share the output in common, with each having a specific percentage—such as one-third or half of the land's yield from cultivation in farming or the tree yield in irrigation. It is not permissible to agree that one party receives a specific non-common portion of the output; for example, stipulating that one party receives one hundred kilograms of what is produced from the land's crops or the orchard's fruits, with the remainder going to the other. It is also not permissible to stipulate that one party receives the yield from a specific location, such as assigning one party the fruits of certain specific trees or a specific area of the orchard, with the remainder going to the other. This could lead to depriving the other contracting party of the output, as it may happen that only that amount is produced, or the designated output for one party is damaged without affecting the other, resulting in one party monopolizing the output. The joint participation of the contracting parties in the output is a fundamental element in the agricultural partnership contract. However, if the agreement is that one party receives a specific amount of a type of output without it being restricted to the yield of that land or those trees—such as stipulating that one party receives one hundred kilograms of wheat, whether from the yield of that land or elsewhere—it is permissible; but in this case, the contract is not considered a partnership in the output.

If the contracting parties do not specify in the contract each party's share of the output, it is determined according to custom, which interprets the contracting parties' intent in the absence of specification as intending custom.

The effect of invalidating the condition when one of the contracting parties stipulates a non-common share of the output or the yield from a specific location is that the condition alone is invalidated without the contract; applying the principle of contract divisibility stated in paragraph (2) of Article (74), and the division of the output between them is then according to custom. The contracting party may request the annulment of the contract if it becomes clear that they would not have agreed to the contract without that condition.

Explanation of Article 574

The article clarifies the ruling in cases where the contracting parties have not specified the duration of the contract in agricultural partnerships, or if the specified duration does not allow for the harvest of the crop or the picking of the fruit. For example, if they enter into a farming contract for four months for an agricultural crop with a six-month cycle, or a watering contract for nine months for trees whose fruit is not ready for picking until after a year; in such cases, the contract is not void. This is because the subject of the obligation and the time are part of it, and even if not specified, they are determinable. In this case, the duration in farming is determined by one agricultural cycle, and by a period that allows for the first yield to be ready for picking in watering, i.e., six months in the first example and a year in the second.

It is worth noting that the scope of the article's ruling is limited to cases where the duration is not specified, or the specified duration does not allow for the harvest or picking. It does not include cases where the specified duration allows for the harvest or picking, yet the duration ends before it appears; the latter is governed by Article (576).

The specification of the contract duration by the contracting parties may be explicit by agreement at the time of contracting, or implicit, inferred from the circumstances of the transaction. If custom or practice between the contracting parties establishes a duration for farming or watering different from what the article stipulates, and the parties remain silent about specifying it, relying on custom or their practice; what is considered is the custom or practice, as it is deemed an agreed-upon condition, in accordance with the general rule in Article (720): "What is known by custom is like a stipulated condition"; because it reflects the will of the contracting parties, where their silence on specifying the duration, if there is an existing custom or practice, is interpreted as their intention to refer to it in what they have remained silent about.

If the specified duration of the agricultural partnership contract expires and the contracting parties continue to fulfill their obligations; with the owner continuing to enable the worker to work and the worker continuing to work, this constitutes an implicit renewal of the partnership contract between them under the original terms, and the provisions of this article apply to the duration of the renewed contract.

Explanation of Article 575

The article refers to the provisions related to the worker's refusal to complete the agreed-upon work in agricultural partnerships. The article states that the owner of the capital, after warning the worker, has the choice between two options.

The first option: specific performance, whereby the owner of the capital hires, at the worker's expense, someone to complete the work, according to the details provided in Article (16), which clarified that specific performance involves two scenarios.

The first scenario is when there is an urgency for execution, such as the fear of crop or plant loss, in which case it is permissible to hire someone to complete the work at the worker's expense without needing to obtain court permission.

The second scenario: when there is no urgency for execution, the owner of the capital must obtain court permission to hire someone at the worker's expense to complete the work.

The second option: requesting the termination of the contract, especially if completing the work is futile, and it is subject to the general rules of termination; it can either be judicial if there is no resolutory condition in the contract, and the court assesses the validity of the termination request. The court may find that the breach is of minor importance and does not justify termination, thus not ruling for it. Alternatively, termination can be consensual if the contract includes a resolutory condition allowing the owner of the capital to terminate in case the worker refuses to complete the work. If the worker does not accept the termination and disputes it in court, the court's role is limited to verifying the condition for termination, and the court's ruling then confirms the termination rather than initiating it.

Whether the owner of the capital requests specific performance or termination, they have the right in both cases to seek compensation for the damage caused by the worker's breach of obligation, as stipulated in Article (107) of the general rules.

Explanation of Article 576

The article established a general rule in agricultural partnership, which is that the yield is deserved upon its appearance, not when the crop reaches its harvest time or the fruit reaches its picking time. The intended meaning of the appearance of the yield is its natural visibility to an ordinary person; thus, once the crop or fruit appears, the contracting party is entitled to their share of it even if it is not fully ripe, because the subject of the partnership between them is the yield, and it is realized by its appearance. It is worth noting that this rule is supplementary, so if the contracting parties agree otherwise, they are allowed to do so.

Based on this; if the contracting parties specify a contract duration that could encompass the harvest or picking time, but the duration ends before the crop or fruit is ripe enough to be harvested or picked, there are two possibilities:

The first possibility: The duration ends before the crop or fruit appears; in this case, the contract ends, and neither party is entitled to anything from the other. The worker is not entitled to wages from the landowner for the work, nor is the landowner entitled to rent from the worker for allowing the use of the land or trees. However, if the delay in the appearance of the crop or fruit is due to the fault of one of the contracting parties, they must compensate the other for the damage caused. If the delay is due to a reason beyond the control of either party, neither is entitled to compensation from the other. In this case, if the landowner benefits from the worker's efforts on the land or trees by completing the work and obtaining the crop or fruit, the landowner must compensate the worker for the equivalent wage of the worker's labor and the value of the expenses incurred, according to the benefit that accrued to the landowner from these works and expenses, applying the rules of unjust enrichment.

The second possibility: The duration ends after the appearance of the crop or fruit and before it reaches its harvest or picking time; this possibility is common because the time between the appearance of the crop or fruit and its full ripeness may vary depending on climatic conditions and other factors. In this case, each contracting party is entitled to their agreed share of the crop or fruit, and the worker has two options:

The first option: To complete the work until the harvest or picking time and take their share; extending the duration here by the force of the system is necessitated by necessity and the nature of the contract.

The second option: To leave the work, and if the worker chooses to leave the work and the landowner incurs necessary expenses to complete the work, the landowner has the right to recover what they spent from the worker's share of the crop or fruit.

The article indicated that the agricultural partnership contract ends when the grain or fruit is fully ripe, making it ready for crop harvest or fruit picking, not by the actual harvest or picking. If the harvest or picking is not stipulated for the worker, either explicitly or implicitly, they are not obliged to do so for the landowner's share. If the worker leaves the work after the appearance of the crop or fruit and the landowner incurs expenses, the cost of the harvest or picking is borne by each according to their share of the yield.

Explanation of Article 577

Article stipulates the worker's right to request the court to annul and terminate the agricultural partnership contract if an unforeseen excuse arises that burdens him from completing the work; this is applicable whenever the conditions for annulment due to the unforeseen excuse are met. The system, in stipulating this ruling, considered the nature of this contract as being of delayed execution, where the intended purpose may not be achieved until the end of its term; thus, it is likely for an excuse to arise for the worker that prevents him from completing the work, causing him to lose his effort and expenses.

It is noted that the system did not grant this right to the financier, as there is no justification for it; because his obligation is limited to delivering the land or trees and enabling the worker to work, and this obligation is usually not affected by the specific excuse that arises, such as illness, relocation, and the like.

For the worker to annul the agricultural partnership contract due to an unforeseen excuse, three conditions must be met: The first condition: The excuse must arise after the contract is made; this condition excludes the following: A- If the excuse existed before the contract or was anticipated, he has no right to annul. B- If he caused it, or delayed in fulfilling his obligation and then the excuse arose; he has no right to annul.

The second condition: It must be specific to the worker and related to his execution of the work, such as an illness that burdens him from working, or his work being transferred to another country without his choice. If the unforeseen excuse is general and not specific to the worker, the rule of general exceptional circumstances with its conditions applies.

The third condition: It must result in the execution being burdensome for the worker, excluding the following: A- If the unforeseen event makes execution impossible due to a reason beyond the worker's control; in this case, his obligation and the corresponding obligation are terminated, and the contract is annulled automatically according to Article (110) of the general rules. B- If the contract is not based on considerations related to the worker's person; execution is not considered burdensome for him in this case.

When the previous conditions are met, the worker has the right to request the annulment of the contract, and the court has the authority to assess the excuse claimed by the worker and its eligibility for annulment, and its ruling in this case creates the annulment, not merely confirms it.

The worker has the right to withdraw the annulment request before it is ruled if the excuse ceases, and once annulment is decided, it has a retroactive effect on the period not fully executed, but not on the part that was completed; if the contract was for three agricultural cycles and the excuse arose during the third cycle, the worker is entitled to his share of the output of the first two cycles upon its appearance, and annulment does not apply to it, in accordance with the rule of non-retroactivity of annulment in time-bound contracts as stipulated in Article (111) of the general rules. Annulment applies to the period of the third cycle whose output has not appeared; the worker is entitled to compensation equivalent to the wage for similar work and the value of his expenses, to the extent that it benefited the financier, which aligns with the rules of unjust enrichment.

The worker's entitlement to compensation under unjust enrichment does not prevent the financier's right to compensation for the damage he suffered due to the annulment; the worker's work may not benefit the financier due to the inability to complete the work or increased costs, yet the financier suffers damage due to the annulment and is entitled to compensation.

It is noteworthy that the system did not mention in this section the reasons for the termination of the agricultural partnership contract except those specifically related to this contract, which is annulment due to an unforeseen excuse, and did not mention other reasons, relying on general rules; thus, it also ends for the reasons that end profit-sharing contracts, and for the general reasons for contract termination in general; it ends with the expiration of its term if it is of a specified duration, considering what is stated in Article (574) and Article (576), or by completing the work upon reaching harvest or cutting, and the worker is not obliged to harvest or cut the financier's share unless there is an explicit or implicit agreement otherwise according to Article (576); such as when custom or usual dealings between them require the worker to harvest or cut.

The contracting parties have the right to annul the contract before its execution by mutual consent, and either party can annul it judicially or by agreement for breach of obligation, subject to the general rules of annulment. The contract is also annulled due to the impossibility of execution by the destruction of the subject matter, or the death of the worker or his inability to work for a reason beyond his control, provided his person was a consideration in the contract or his work was stipulated to be done by himself. If the worker was not intended for his person in the contract, the contract is not annulled by his death, but the heirs have the right to request annulment if they choose not to complete the work, and the financier has the right to request annulment if they do not provide sufficient guarantees for executing the work. In both latter cases - whether the contract is annulled due to the impossibility of execution for a reason beyond the worker's control or annulment by the heirs or the financier in case of the worker's death, the financier is obliged to pay the worker or the estate, as the case may be, compensation for the unrealized output equivalent to the wage for similar work and the value of his expenses, to the extent that it benefited the financier from these works and expenses.

Explanation of Article 578

The article defines the contract of guarantee as a contract whereby the guarantor commits to the creditor to fulfill a debt on behalf of the debtor if the debtor does not fulfill it. From this, several characteristics of the contract of guarantee can be derived:

The first characteristic: The contract of guarantee is concluded between only two parties, the guarantor and the creditor; however, the contract establishes effects in the relationships of three parties: the guarantor with the creditor, the guarantor with the debtor, and the guarantor with other guarantors.

The second characteristic: The guarantor's obligation in the contract of guarantee is a subsidiary obligation to the debtor's obligation.

The third characteristic: It is a contract of personal guarantee; the guarantor adds his liability to that of the debtor; the contract of guarantee does not create a real right for the creditor.

The fourth characteristic: It is a gratuitous contract; this is not affected by some cases where the debtor offers an amount to the guarantor in exchange for bearing the burden of the guarantee; because the parties to the contract are the guarantor and the creditor, and the debtor is an external element to the contract.

The fifth characteristic: It is a consensual contract, which does not require a specific form or condition for its conclusion.

The sixth characteristic: It is an accessory contract; the guarantor's obligation follows the debtor's obligation in existence, validity, termination, acceleration, and deferment, and the guarantor's obligation cannot be for an amount greater than the debtor's obligation. This does not mean that the guarantor's obligation is conditional upon the debtor's default; rather, the guarantor's obligation is absolute because the condition is an incidental matter upon which the obligation is suspended, whereas the suspension of the guarantor's obligation on the debtor's non-fulfillment is the essence of the guarantee, and the suspension of the guarantor's obligation can only be interpreted based on the principle of the accessory nature of the guarantee.

The seventh characteristic: It is a contract binding on one side, which is the guarantor; despite the obligations imposed by some articles of this chapter on the creditor, they are, in reality, duties on the creditor to take to claim his right from the guarantor and are not obligations on him in the strict sense.

Explanation of Article 579

The article refers to how a suretyship contract is concluded, and the first paragraph clarified that the suretyship is concluded by agreement between the guarantor and the creditor, through the issuance of an offer and acceptance between the guarantor and the creditor; the paragraph did not require a specific form for the conclusion of the suretyship, nor the acceptance of the debtor.

The end of the first paragraph indicated a legal presumption that the creditor's silence when an offer is directed to him by the guarantor is considered acceptance of the suretyship; the reason for this is that the suretyship contract is purely beneficial to the creditor, as the contract does not impose any obligation on him towards the guarantor. Conversely, the system did not presume the acceptance of the guarantor in the event of his silence when the offer is directed to him, because the suretyship contract imposes an obligation on him from his side only; thus, it does not constitute acceptance.

The second paragraph clarified that the suretyship contract does not depend on the acceptance of the debtor; he is considered a third party to it, and the contract is concluded without his knowledge or despite his opposition. Accordingly, if the debtor commits to the guarantor, this commitment does not change the nature of the suretyship as a contract binding on one side only, which is the guarantor.

Explanation of Article 580

The article refers to the gratuitous nature of the contract of guarantee, and based on this, it established two results:

The first paragraph clarified the first result of the guarantee contract being a gratuitous contract, where it stipulated that for the validity of the guarantee contract, the guarantor must be fully competent; because bearing the guarantee without compensation is considered an act that is purely harmful, and acts that are purely harmful by a person with diminished capacity are absolutely void, whether the diminished capacity is due to young age, insanity, idiocy, foolishness, or negligence. As for the creditor, the guarantee is purely beneficial for them, so full competence is not required.

The second paragraph clarified the second result of the guarantee contract being a gratuitous contract, which is that the guarantee from a person who is terminally ill does not take effect against the heirs, with a detailed ruling between two cases:

The first case: If the guarantee is for an heir; meaning the creditor to whom it was issued is an heir, or the guarantee is on behalf of an heir; meaning the guaranteed debtor is an heir, then the guarantee does not take effect against the rest of the heirs even if it is less than one-third unless they approve.

The second case: If the guarantee is neither for an heir nor on behalf of one, it takes effect if it is less than one-third of the estate, and does not take effect for more than one-third unless approved by the heirs.

The reason for these two rulings is that the gratuitous act of a terminally ill person is treated as a will in these two rulings, as detailed in Articles (354, 367).

Explanation of Article 581

The article refers to one of the characteristics of the contract of guarantee, which is that it is dependent on the original obligation, revolving with it in terms of validity, invalidity, and susceptibility to annulment. Thus, the guarantee is not valid unless the original obligation is valid, whether the source of the original obligation is a contract, such as a loan, or its source is the law, such as when a guarantor guarantees a neighbor compensation for unusual damages due to proximity, or its source is enrichment without cause.

If the obligation is void, then the guarantee is void accordingly by the protection of the law. Thus, the guarantee of a gambling debt, a debt based on an unlawful cause such as usury, and anything that contravenes public order is void because the original obligation guaranteed is void. The same applies if the original obligation is susceptible to annulment, such as being tainted with duress, fraud, or lack of capacity, making the guarantee susceptible to annulment accordingly.

Since a contract susceptible to annulment is like a valid contract until it is annulled, and a void contract is absolutely void after its invalidity is declared; the contract before annulment exists and its guarantee is valid. If the debtor requests the annulment of the contract and it is granted, the obligation of the guarantor is annulled retroactively, just like the guaranteed obligation. If annulment is not requested, the guarantor, according to the principle of dependency, can argue against the original debt by requesting annulment to achieve the annulment of the guarantee.

Explanation of Article 582

The default in guarantee is that it is free from incidental descriptions, and the article clarified the permissibility of including incidental descriptions in the guarantee contract; the guarantee in this regard is like all other contracts, and the explanation is as follows:

First: The executed guarantee, which is the default in guarantee; it becomes effective from the time of the contract, provided that if the obligation guaranteed is conditional, temporary, or deferred to a term, the guarantee follows it, even if it is executed.

Second: The guarantee conditioned on a suspensive condition; such as the guarantor suspending his guarantee on the condition that the creditor obtains a real security for the debt; the guarantee does not become effective unless this condition is fulfilled.

Third: The temporary guarantee; such as the guarantor guaranteeing the buyer against defects that appear in the goods only during the first month from the date of sale, or the guarantor guaranteeing the lessor the rent due from the lessee for the first year only; the guarantee is restricted to defects that appear in the first month and to the rent due in the first year.

Fourth: The guarantee deferred to a term; such as the guarantor committing to a certain amount of the debt due that arises in the debtor's liability starting from the beginning of the next month; the guarantee does not become effective until that date.

The generality of the article indicates the permissibility of the guarantee contract being conditional, temporary, or deferred to a term, even if the obligation guaranteed is executed or not conditional or deferred; the guarantee's dependency on the obligation guaranteed does not transform its restriction to something more specific than the obligation guaranteed. The rules in the general provisions on incidental descriptions of the obligation, as outlined in the first section of this system, apply solely to the guarantor's obligation and not to the original debtor's obligation.

Explanation of Article 583

The article refers to the future debt that has not yet been incurred by the debtor; because even though the debt does not exist at the time of entering into the guarantee contract, it is capable of existing, thus fulfilling the condition for the validity of the subject matter of the obligation. For example, a person may guarantee another in the transactions they wish to enter into with a specific store; the paragraph requires for the validity of this that the amount guaranteed be specified in advance, either by determining the amount or by setting valid criteria for its determination, such as setting an upper limit. For instance, the guarantor may guarantee the buyer for the price of transactions they enter into with the store up to a limit of one hundred thousand riyals; this is because one of the conditions for the validity of the subject matter is that it be specified or capable of being specified, providing protection for the guarantor so they do not become involved in guaranteeing a debt of unknown amount.

The determination of the amount of the future debt guaranteed may be explicit or implicit, derived from the circumstances of the contract; as customary practice or previous dealings between the contracting parties may determine the guarantee of the future debt in the debtor's liability for a specific amount. If there is no explicit or implicit agreement, the guarantee is not valid due to the absence of its validity condition.

The second type: the debt contingent upon a condition, whether it is a suspensive or resolutory condition. In this case, the guarantee is valid and follows the guaranteed debt in effect and termination; if the guaranteed debt is contingent upon a suspensive condition, such as the guarantor guaranteeing the seller's obligation to transfer ownership of the sold item, and the seller's obligation is contingent upon the buyer's payment of the price; if the suspensive condition fails due to the buyer not paying the price, the seller's obligation is nullified, and consequently, the guarantor's obligation is nullified retroactively. If the suspensive condition is fulfilled, the seller's obligation is executed accordingly, and consequently, the guarantor's obligation is executed retroactively as well.

If the guaranteed debt is contingent upon a resolutory condition, such as the guarantor guaranteeing the buyer's obligation to pay the price in a sale with a trial condition; if the resolutory condition fails because the buyer did not approve the sold item during the trial period, the sale becomes final, and consequently, the guarantor's obligation becomes final. If the resolutory condition is fulfilled because the buyer rejected the sold item, the sale is rescinded retroactively, and consequently, the guarantor's obligation is nullified retroactively as well.

The second paragraph refers to the general principle in guarantee, which is that the guarantor cannot withdraw from it, except that the paragraph stipulates the permissibility of the guarantor withdrawing from the future debt guarantee under conditions:

First condition: No duration for the guarantee has been specified; if a duration is specified, the guarantor cannot withdraw from it even if the debt has not been incurred.

Second condition: The guarantor must inform the creditor of their withdrawal from the guarantee before the debt is incurred with sufficient time. Accordingly, the guarantor's guarantee for a specific future debt amount does not materialize under three scenarios:

• First scenario: A duration for the guarantee is specified; for example, a trader guarantees what may be due from the debtor for the price of transactions the debtor enters into with the trader within a month from the date of the guarantee, up to a limit of one hundred thousand riyals; the guarantor is bound by their guarantee and cannot withdraw from it.
• Second scenario: No duration for the guarantee is specified, and the guarantor withdraws and informs the creditor of their withdrawal before the debt is incurred with sufficient time; their withdrawal is valid whether the period between their withdrawal and guarantee is long or short, and the guarantee is nullified retroactively.
• Third scenario: No duration for the guarantee is specified, and the guarantor does not withdraw; the duration is determined by custom, in accordance with general rules, as silence on specifying the duration cannot be interpreted as an eternal commitment; it can only be interpreted according to custom, like any deferred obligation where the contracting parties have remained silent on specifying its term; it is determined by custom, as in Article (271) of the general rules; this is confirmed in guarantee, as the obligation is solely on the guarantor, and the rule is that in case of doubt, the condition is interpreted in favor of the one who bears its burden, as stipulated in Article (101).

Explanation of Article 584

The article addresses an effect of the guarantor's obligation being subordinate to the guaranteed obligation; namely, that the guarantor's obligation should not be more burdensome than the guaranteed obligation. The first paragraph clarifies that if the guarantee is for an amount greater than the guaranteed debt, the guarantee is only valid for the amount of the guaranteed debt. For example, if the debt is ten thousand riyals and the guarantee is for twelve thousand riyals, the guarantee is only valid for ten thousand riyals. Similarly, if the guarantor's obligation has stricter conditions than the guaranteed obligation, it is only valid under the conditions of the guaranteed obligation. For instance, if the debtor's obligation is conditional or deferred and the guarantor's obligation is immediate or current, the guarantee is valid if it is conditional or deferred, as appropriate. The invalidity of the guarantee for the excess amount of the debt or for the stricter condition falls under the principle of contract divisibility mentioned in paragraph (2) of Article (74).

The second paragraph explains the permissibility of the reverse in both cases, where the guarantor's obligation is for an amount less than the debtor's obligation; for example, if the debt is ten thousand riyals and the guarantee is for eight thousand riyals, or if the guarantor's obligation has lighter conditions than the debtor's obligation; for example, if the debtor's obligation is immediate and the guarantee is deferred or conditional, the guarantee is valid in all such cases, as previously explained in Article (582), because the guarantor's obligation remains subordinate to the guaranteed obligation.

Explanation of Article 585

This article sets forth the effect of the guarantor's obligation towards the creditor; it establishes a general rule in this matter, which is that when the guarantee is issued unconditionally, meaning it is not restricted by any incidental descriptions of the obligation, and is not contingent upon a suspensive or resolutory condition, nor on a suspensive or resolutory term, the guarantor's obligation towards the creditor follows the debtor's obligation in terms of maturity and deferment. This is in application of the rule of the guarantor's obligation following the guaranteed obligation and in fulfillment of the contracting parties' intent. When the guarantor does not condition his guarantee with a condition or term, it follows the guaranteed debt in terms of maturity and deferment.

Accordingly, the creditor cannot demand the guarantor before the time for the performance of the guaranteed debt has arrived, and the guarantor cannot claim, upon issuing the guarantee, that the nature of the guarantee implies deferment once the guaranteed debt becomes due. This applies whether the guaranteed debt was originally due, such as when the guarantor guarantees the buyer to the seller in a current sale, or if the guaranteed debt was originally deferred and then becomes due by virtue of the system or based on a penalty clause, for example, between the creditor and the debtor upon breach. Thus, the guarantor issuing his guarantee without restriction or condition makes his obligation follow the debtor's obligation in all its descriptions.

Explanation of Article 586

The article clarified the validity of the guarantee contract between the guarantor and the creditor, provided that the guarantor's obligation to the creditor is deferred, while the debtor's obligation to the creditor is immediate. For example, the guarantor guarantees the buyer in a sale where the price is due immediately upon sale, with the guarantor's obligation being deferred for a month after the sale. This scenario is merely an application of the rule contained in Article (584), which stipulates the validity of the guarantee for an amount less than what is owed by the debtor and under a lighter condition; the deferment is a mitigating condition for the guarantor. There is no conflict in this case between the differing terms of the two debts, nor does it violate the principle of the guarantor's obligation being subsidiary to the debtor's obligation. The subsidiary nature requires that the guarantor's obligation does not precede or exceed the debtor's obligation in amount or nature; deferring the guarantor's obligation from the debtor's does not negate its subsidiary nature.

The article also clarified that the creditor, in this case—despite the deferment of the guarantor's obligation—can demand the debtor for the debt immediately upon its inception; the debtor's obligation is not deferred due to the deferment of the guarantor's obligation. The debtor cannot argue that the creditor's acceptance of the deferment of the guarantor's obligation is an implicit agreement to defer the obligation for him. The reason for this is that the debtor's obligation is primary, and the guarantor's obligation is subsidiary. If either is deferred, it benefits the guarantor, but the debtor only benefits if his own obligation is deferred, not the guarantor's. Thus, the creditor can demand the debt immediately, and if the debtor defaults, the guarantor's obligation remains, but the creditor cannot revert to the guarantor until the term is due.

Explanation of Article 587

The article refers to the provisions related to temporary guarantees, stating that if the guarantee is concluded between the guarantor and the creditor for a specific period, the guarantor is only liable for the obligations that arise for the creditor against the debtor during the period of the guarantee.

As a result, the guarantor is not liable for the debtor's obligations towards the creditor that arose before that period, whether they became due during the period or were due afterward, nor for obligations that arise after that period.

The reason for this is that the legislator assumed that the contracting parties' intention when timing the guarantee pertains to the time of the debtor's obligation arising, not the time of its maturity. For example, if a guarantee contract is concluded at the beginning of Sha'ban, with the guarantee being temporary for the month of Ramadan only, up to a limit of ten thousand riyals, the guarantee is restricted to obligations that arise on the debtor in favor of the creditor within this amount during Ramadan, whether the time for their fulfillment is in Ramadan or afterward. However, if obligations arise on the debtor in favor of the creditor after the guarantee contract is concluded and before the month of Ramadan begins, or if the debtor had obligations to the creditor before the guarantee was concluded, the guarantor is not liable for them, whether they become due in Ramadan, before it, or after it.

It is worth noting that what the system assumed with this text is not of public order; rather, it is for the presumed intention of the contracting parties. If the contracting parties agree that the temporary guarantee is restricted to obligations that occur during the specified period by agreement, then this is adhered to, as the origin of the obligation is the agreement, as is the condition or modifying clause, according to what the parties consent to.

Explanation of Article 588

The article refers to the first situation in which the guarantor is discharged from the debt, and the creditor does not have the right to demand the guarantor or revert to him, despite the guaranteed debt remaining with the debtor.

The first paragraph clarifies that the guarantor, whether jointly liable with the debtor or not, is discharged from the guarantee to the extent that the creditor, through his fault, has lost the securities of the debt. It is evident that the guarantor, according to Article (559), has the right to substitute the creditor in the securities of the debt, and the loss of these securities due to the creditor's fault deprives the guarantor of this right. Examples include the creditor relinquishing a mortgage established for the benefit of the debt, neglecting to take necessary measures to preserve the mortgage, delaying in collecting his right from debtors over whom he had priority, or being negligent with one of the guarantors.

The second paragraph clarifies that the securities whose loss results in the discharge of the guarantor include all securities allocated for the benefit of that debt, whether they existed before the belief in the guarantee or were determined after it, whether they are contractual securities like registered or possessory mortgages, or statutory securities like a lien, and whether they are personal securities like another guarantor or real securities like a mortgage and lien.

According to what the article stipulates:

1. The guarantor is not discharged if the fault was not due to the creditor's action; for instance, if the securities were lost due to the fault of a third party or the guarantor himself.

2. The guarantor is also not discharged from the fault committed by the creditor in neglecting to obtain a new security, which is inferred from the phrase (allocated to secure the debt).

3. The guarantor is likewise not discharged if the loss of securities due to the creditor's fault did not harm the guarantor; for example, if the creditor relinquishes a mortgage that is lower in rank and thus does not benefit him in collecting his right.

4. The guarantor is also not discharged if there is an agreement between the creditor and the guarantor that he will not substitute him in those securities or that the guarantor will not insist on his discharge; as the article did not make the stipulated ruling a matter of public order, it is permissible to agree otherwise.

Explanation of Article 589

The article refers to the second situation in which the guarantor is discharged from the debt, and the creditor does not have the right to demand the guarantor or revert to him despite the guaranteed debt remaining with the debtor.

The article clarifies that if the debt becomes due and the creditor does not demand the debtor for payment, the guarantor's obligation is discharged if the following conditions are met:

First condition: The debt must become due, and the creditor neglects to demand the debtor; however, if the creditor has taken steps to demand the debtor, there is no room for excuse.

Second condition: The guarantor must not be jointly liable with the debtor; if he is jointly liable, his obligation is not discharged because the guarantor, in this case, is in the same position as the debtor.

Third condition: The guarantor must notify the creditor to take action against the debtor; this notification must be after the debt becomes due. If the notification is before the debt becomes due, the obligation is not discharged; the relevant time is when the original debt becomes due. If the creditor extends the term without the guarantor's consent, the guarantor has the right to notify the creditor after the original debt becomes due. The notification should be in accordance with what is stipulated in Article (177).

Fourth condition: A period of one hundred and eighty days must pass from the date of notification without the creditor taking action against the debtor.

Fifth condition: The creditor must not grant the debtor a term with the guarantor's consent; if the guarantor agrees to grant the term, his obligation is not discharged.

Once these conditions are met, the guarantor's obligation is discharged; the reason for this is to achieve the interest of resolving the unstable legal position of the guarantor, who sees himself as indefinitely obligated despite the due date of the guaranteed debt.

Explanation of Article 590

The article refers to the third case in which the creditor is not entitled to revert to the guarantor, and the guarantor is discharged from the guarantee whether he is jointly liable or not with the debtor, despite the guaranteed debt remaining with the debtor.

The article clarifies that if the debtor's assets liquidation procedures are initiated due to bankruptcy, and the creditor does not claim against the debtor, the guarantor is discharged from the debt to the extent that he would have recovered from the debt had he participated in the debtor's asset liquidation procedures. This is a consequence of the creditor's negligence and failure, which caused harm to the guarantor by depriving him of the opportunity to recover some of his rights due to his inability to participate in the liquidation procedures. Therefore, in accordance with general rules, the guarantor should be compensated for the damage he suffered; the article's ruling indicates that the best compensation is the forfeiture of the creditor's right to revert to the guarantor to the extent that the creditor could have recovered from the debtor's bankruptcy, assuming he participated in it.

Upon examining the provisions contained in articles (588) - (590), we find that they are decided in favor of the guarantor and are not of public order; this results in two consequences:

The first consequence is that the guarantor is not discharged in the three cases if he does not assert his discharge, whether through an initial claim he raises against the creditor or by way of defense in response to a claim brought against him by the creditor.

The second consequence is that the guarantor is not discharged if there is an agreement that the guarantor will not assert his discharge in any of the three cases.

Explanation of Article 591

The article refers to the provisions related to the debtor's recourse against the guarantor and execution on his assets. The first paragraph establishes two rules:

The first rule: The creditor does not have the right to revert to the guarantor alone unless he has first reverted to the debtor.

The second rule: The creditor does not have the right to execute on the guarantor's assets unless the debtor has been stripped of his assets.

The paragraph also clarifies that this rule applies on the condition that the guarantor is not jointly liable with the debtor, whether the guarantor's joint liability with the debtor is stipulated or by the system's ruling. If it is stipulated in the guarantee that the guarantor is jointly liable, he cannot argue that the creditor must first revert to the debtor, nor can he argue for stripping the debtor of his assets.

The legislator chose this approach in determining the article's ruling, taking into account several considerations, including:

1. This approach is closest to fulfilling the contracting parties' will, especially the guarantor when his joint liability is not stipulated; as the guarantee by nature requires the existence of two obligations of varying rank, primary and secondary; thus, the secondary should not be fulfilled before the primary.

2. The guarantor's interest in fulfilling the obligation does not surpass the debtor's interest; it is unjust to execute on the former before the latter. If the creditor wishes to strengthen the guarantor's position, he can stipulate joint liability; thus, the guarantor enters the contract fully aware and chooses to waive this defense himself.

3. The guarantee is based on the guarantor's voluntary act; it is not appropriate for him to fulfill a debt that is not his own before the debtor, who benefits from the debt.

4. This approach simplifies litigation procedures by directly demanding the debtor instead of demanding the guarantor, who would then revert to the debtor.

The second paragraph clarifies that the court does not, on its own initiative, rule for the necessity of reverting to the debtor before reverting to the guarantor, nor for not executing on the guarantor's assets unless the debtor has been stripped of his assets. Instead, the guarantor must assert this defense.

It is clear from the article's text that the guarantor has two types of defenses against the creditor:

The first defense: The defense of the necessity to revert to the debtor first.

The second defense: The defense of stripping the debtor.

Each of these defenses is independent of the other, and each has its conditions. The first is applicable when demanded, and the second is applicable when executing on the guarantor's assets. Below are the conditions for each:

The first defense: The defense of the necessity to revert to the debtor first:

This defense requires five conditions:

The first condition: The guarantor must not be jointly liable; if it is stipulated in the guarantee contract that he is jointly liable with the debtor, this defense is not applicable.

The second condition: The creditor must revert to the guarantor alone. If the creditor reverts to the debtor, or to both the debtor and the guarantor together, this defense is not applicable.

The third condition: The guarantor must not have waived his right to this defense; this right is established for his benefit, so he can waive it explicitly or implicitly in the guarantee contract or thereafter.

The fourth condition: The creditor's recourse to the debtor must be worthwhile; if the debtor is insolvent or evidently unable to fulfill the debt, having no assets to execute upon, there is no point in asserting this defense; the burden of proving the futility of reverting to the debtor lies with the creditor.

The fifth condition: The guarantor must assert this defense at any stage of the lawsuit; the court cannot rule on it on its own initiative.

If the five conditions are met, the debtor's assertion of this defense is valid, and the creditor, if he has not filed a lawsuit against both the debtor and the guarantor together, must revert to the debtor by demanding him judicially; or warning him to fulfill if the creditor has an enforceable document; or the creditor must proceed with collective liquidation procedures of the debtor's assets if he is bankrupt, as the creditor cannot take individual actions.

Explanation of Article 592

The subject of this plea arises when the creditor obtains an enforceable instrument against the debtor's assets and begins execution against his assets. The plea of excussion requires four conditions:

The first condition: The guarantor must not be jointly liable; if it is stipulated in the guarantee contract that he is jointly liable with the debtor, then this plea is not applicable.

The second condition: The guarantor must not have waived his right to this plea; this right is established for his benefit, so he may waive it explicitly or implicitly in the guarantee contract or thereafter.

The third condition: The guarantor must invoke this plea; the court cannot rule on it on its own initiative.

The fourth condition: The guarantor must, at his own expense, guide the creditor to assets of the debtor that satisfy the entire debt, as stipulated in the following Article (592).

Thus, it becomes clear that each type of plea is independent with its conditions; for example, if the creditor demands both the guarantor and the debtor, the guarantor has no right to plead for demanding the debtor first, but he retains the plea of excussion. If the guarantor does not know of any assets of the debtor that satisfy the entire debt, he cannot plead excussion, but he retains the plea of demanding the debtor first.

The first paragraph clarified the condition for the validity of the guarantor's plea of excussion of the debtor as stated in Article (591); which is that he must, at his own expense, guide the creditor to assets of the debtor that satisfy the entire debt and are enforceable; to fulfill this condition, four matters are required:

The first matter: The creditor must be directed to assets of the debtor from which payment can be made; if the debtor is insolvent or evidently unable to pay the debt, this condition is clearly unmet.

The second matter: These assets must be enforceable; assets are not enforceable if they are outside the Kingdom due to the difficulty of access and the complexities of foreign law, nor are they enforceable if the assets are disputed, or if the debtor's assets cannot be seized or executed upon.

The third matter: The assets to which the creditor is guided must be sufficient to satisfy the entire debt; saying otherwise forces the creditor to accept partial payment, which is unacceptable according to Article (273) of the general rules. Moreover, it would compel the creditor to execute anew against the guarantor, multiplying the procedures, burdening the creditor, and contradicting the purpose of the guarantee. However, if the debtor's assets are insufficient for full payment, the creditor may take execution procedures against both the debtor and the guarantor, executing against the former for the entire debt and against the guarantor for the remainder. This does not force the creditor to accept partial payment as long as he executes his full right, and the duplication of procedures in this case is a necessary result of the multiplicity of debtors and the lack of solidarity between them.

The fourth matter: The expenses of guiding the creditor to the debtor's assets are borne by the guarantor.

The second paragraph clarified the effect of the guarantor guiding the creditor to the debtor's assets, meeting the requirements outlined in the first paragraph; this effect is the suspension of execution procedures against the guarantor's assets. Indeed, as soon as the guarantor pleads excussion and before it is adjudicated, the court suspends execution procedures against the guarantor until it is adjudicated. In this case, the creditor must take execution procedures against the assets to which the guarantor guided him in a timely manner before another creditor of the debtor competes for them, or the debtor hides or dissipates his assets. If the creditor fails to take execution procedures against the assets to which the guarantor guided him, he is liable to the guarantor for what he would have obtained from the debtor's assets had he taken the necessary procedures in a timely manner.

Explanation of Article 593

The article clarifies the types of guarantees based on their source; thus, in this regard, there are three types:

The first type: Statutory guarantee; it is the guarantee that the debtor is obliged to provide by the text of the law.

The second type: Judicial guarantee; it is the guarantee that the debtor is obliged to provide by a judicial ruling in certain situations specified by the law.

The third type: Contractual guarantee; it is the guarantee by agreement between the guarantor and the creditor, and the debtor is not obliged to it by the text of the law or by a judicial ruling.

The article stipulates that statutory and judicial guarantees are presumed to involve solidarity between the guarantor and the debtor, and solidarity among the guarantors themselves. As for the contractual guarantee, it does not entail solidarity unless there is an explicit or implicit agreement; solidarity is not presumed between the debtor and the guarantor nor among the guarantors themselves, in accordance with Article (222) which stipulates that solidarity among debtors only occurs by agreement or by statutory provision.

If the guarantor is in solidarity, whether in a statutory or judicial guarantee, or due to a stipulation of solidarity in a contractual guarantee, the guarantor cannot claim recourse to the debtor first, nor can they claim the stripping of the debtor, and the guarantor is not released if the debtor is warned in case the creditor delays actions against the debtor after the debt is due and one hundred and eighty days have passed. It is permissible to execute against the guarantor's assets before executing against assets secured by a real guarantee for the debt, among other provisions where the solidary guarantor differs from the non-solidary guarantor.

Explanation of Article 594

The article included a specific form of the plea of excussion, in which there is a real guarantee, such as a mortgage or lien, established on property owned by the debtor before the suretyship contract or concurrently with it. The guarantor, if not jointly liable, may request execution against the property burdened with the real guarantee before execution against his own assets. In this specific form of the plea of excussion, it is not required that the real guarantee be sufficient to cover the entire debt, as in the general form of the plea of excussion. Even if the real guarantee is not sufficient to cover the entire debt, the guarantor may request execution against the real guarantee, allowing the creditor to satisfy part of his claim, with the remaining debt being satisfied by the guarantor.

In this form, it is not required that the real guarantee be allocated solely to secure the guaranteed debt; it may also secure other debts.

It is apparent from the text that this specific form of the plea of excussion requires four conditions:

The first condition: The guarantor must not be jointly liable.

The second condition: There must be a real guarantee provided by the debtor to secure his debt before or concurrently with the suretyship, as the guarantor relied on this guarantee in his suretyship. If the guarantee is provided after the suretyship, it cannot be said that the guarantor relied on this guarantee in his suretyship.

The third condition: The guarantor must not have waived his right to this plea; this right is established for his benefit, and he may waive it explicitly or implicitly in the suretyship contract or thereafter.

The fourth condition: The guarantor must invoke this plea; the court cannot rule on it on its own initiative.

Explanation of Article 595

The article clarifies the ruling in the event of multiple guarantors and the extent to which the guaranteed debt is divided among them, imposing two scenarios for this:

First Scenario: Multiple guarantors in a single contract.

In this scenario, the debt is divided among them, and each does not bear the entire debt; this is because the unity of the contract indicates that each guarantor relied on the other guarantors. Thus, the debt is divided among them according to their agreed-upon shares, explicitly or implicitly, in the contract. For instance, if there are three guarantors and the debt is six hundred, and the first guarantees half, while the second and third each guarantee a quarter, then the first is liable for three hundred, and the second and third are each liable for one hundred and fifty. If the share of each is not specified, the debt is divided equally among them, making each liable for two hundred, as the absence of specified shares indicates equality among them, as there is no other way to divide it.

In this case, the guarantor can object to the creditor's demand for the full debt by invoking the division of the debt. The court can even rule on this division on its own, even if the guarantor does not invoke it, because the debt is divided among the guarantors from the time of the contract's conclusion, not from the time of invoking it.

For the division of the debt in this scenario, the following conditions outlined in the article must be met:

First Condition: Multiple guarantors; this is an obvious condition because if a single guarantor guarantees the debt, the creditor can revert to him, and this guarantor cannot invoke division between him and the debtor.

Second Condition: The multiple guarantors must be for a single debt; if two guarantors guarantee different debts for a single debtor, neither debt is divided among them. Therefore, a guarantor cannot invoke the division of the debt between him and another guarantor because the first guaranteed the guaranteed debt, and the second guaranteed the guarantor's debt, and the guaranteed debt is different from the guarantor's debt.

Third Condition: The guarantors must not be jointly liable among themselves or jointly liable with the debtor; because jointly liable debtors can be reverted to for the entire debt according to the rules of joint liability. If some are jointly liable with the debtor but not with the other guarantors, the debt is divided for the non-jointly liable guarantor but not for the jointly liable one.

Second Scenario: Multiple guarantors in multiple contracts:

In this scenario, each is responsible for the entire debt, even if they guarantee a single debt and a single debtor, because the multiplicity of their contracts indicates that each did not rely on the other guarantors. If the creditor reverts to any of them for the entire debt, the one who pays the entire debt can revert to the others. If the creditor collects part of the debt from one of them, the creditor can revert to any other guarantor for the remaining debt.

It is evident that even in this scenario, if some or all of them stipulate the right to division, the debt is divided for those who stipulated it.

From the previous scenarios, it is clear that in the case of multiple guarantors, the debt may be divided among the guarantors, or each may be responsible for the entire debt due to their joint liability, or each may be responsible for the entire debt due to their liability in the debt, not their joint liability; this is in the case of multiple contracts or multiple debts.

Explanation of Article 596

The article addresses the relationship between guarantors when there are multiple guarantors.

The multiplicity of guarantors in a guarantee does not escape two scenarios:

The first scenario: The guaranteed debt is divided among them; in this case, none of them is required to pay a share, and thus none has recourse against the other under the guarantee contract.

The second scenario: The debt is not divided among them, allowing the creditor to demand any or all of them for the entire debt due to their solidarity. This article clarifies that when a guarantor is required to pay the entire debt, if he pays it, he has the right to seek recourse from each of the other guarantors for their share of the debt and their portion of the insolvent's share.

This is also the ruling if the guarantors are jointly liable as specified in Article (595), even if they are not jointly liable; because they are like jointly liable guarantors in that the creditor can demand any of them for the entire debt, the one who pays the debt among them can seek recourse from the other guarantors, each according to his share and his portion of the insolvent's share.

There are two conditions for the guarantor who pays the debt to seek recourse from the other guarantors:

The first condition: He must have paid the entire debt. If he only pays his share of the debt, he cannot seek anything from them. If he pays more than his share without paying the entire debt, he can seek recourse for the excess over his share from the other guarantors, each according to his share of the debt.

The second condition: This payment must discharge the other guarantors' liability; if the creditor has discharged one of the guarantors, the guarantor who paid the debt cannot seek recourse from the discharged guarantor.

The guarantor's recourse against the other guarantors may be through a personal claim or a subrogation claim as previously mentioned in Article (234).

Explanation of Article 597

Articles (597 – 602) address the consequences of a guarantee between the guarantor and the debtor:

This article explains the first type of claim that the guarantor can bring against the debtor, which is the personal claim under the guarantee. The guarantor, whether jointly liable or not, can claim from the debtor what he has paid on his behalf and the expenses incurred in executing the guarantee contract, such as expenses paid in guiding the creditor to the debtor's assets when invoking the plea of excussion, as well as any expenses adjudicated against the guarantor for the benefit of the creditor, like the expenses of the creditor's claim against the guarantor.

For the guarantor to claim under the guarantee according to the provisions of the article, three conditions must be met:

The first condition: The guarantor must settle the debt on behalf of the debtor; the guarantor cannot claim against the debtor before settling the debt, by any means of settlement, whether by paying the debt, settling with a substitute, or through set-off or merger of obligations. However, if the creditor releases the guarantor or the guarantor's debt becomes time-barred without settlement, the guarantor is not considered to have settled or performed an act equivalent to settlement; thus, he cannot claim against the debtor.

If the settlement is partial and accepted by the creditor explicitly or implicitly, the guarantor can claim from the debtor what he has settled, and the creditor can also claim from the debtor to recover the remainder of his right. The creditor does not take precedence over the guarantor in this claim. If the debtor's assets are insufficient to satisfy both claims, they share with the other creditors against the debtor proportionally to their debts.

The second condition: The guarantee must be with the debtor's knowledge and without his opposition; if it is without the debtor's knowledge or with his knowledge but with opposition, the guarantor cannot claim against the debtor under the guarantee. However, he can claim under the doctrine of negotiorum gestio if its conditions are met, or under the doctrine of unjust enrichment according to its rules. Therefore, the paragraph was issued with the phrase (under the guarantee contract) to indicate that the provisions of the paragraph direct his right to claim under the guarantee, without preventing his right to claim under negotiorum gestio or unjust enrichment according to their established rules.

The paragraph directs his right to claim under the guarantee, without preventing his right to claim under negotiorum gestio or unjust enrichment according to their established rules.

Explanation of Article 598

The article outlined two obligations on the creditor towards the guarantor if the latter fulfills the debt, enabling the guarantor to have recourse against the debtor. These two obligations are:

The first obligation: The creditor must deliver to the guarantor the necessary documents that enable him to exercise his right of recourse against the debtor.

The second obligation: If the debt is secured by a real guarantee provided by the debtor, the creditor must enable the guarantor to access this guarantee. This is because the guarantor, by virtue of the subrogation claim as will be explained, takes the place of the creditor in this guarantee. Therefore, the creditor is required, if this guarantee is on a movable property such as a possessory pledge or something held as security for the debt, to relinquish it to the guarantor. If the guarantee is on real estate, the creditor must undertake the necessary procedures to transfer his rights to the guarantor, with the guarantor bearing the costs of this transfer. If the guarantor fails to pay, he may recover these costs from the debtor.

Explanation of Article 599

The article clarified the second type of claims that a guarantor, whether jointly liable or not, can use to claim his right from the debtor, which is the claim of subrogation. The guarantor who has paid the debt can take the place of the creditor in all the rights he has before the debtor. If he has only paid part of the debt, the guarantor cannot revert to the debtor with a claim of subrogation for what he has paid until the creditor has fully collected his right from the debtor.

Two conditions must be met for the guarantor to revert with a claim of subrogation:

The first condition: The guarantor must pay the debt on behalf of the debtor by any means of payment. This could be by paying the debt, or by paying its equivalent, or through set-off or consolidation of obligations. However, if the creditor releases the guarantor, or the guarantor's debt becomes time-barred without payment, the guarantor is not considered to have paid or performed an act equivalent to payment; thus, the guarantor does not take the place of the creditor.

The second condition: The guarantor's payment of the debt must occur after its due date. If the guarantor hastens to pay before the debt's due date, he cannot revert to the debtor with a claim of subrogation until the due date, unless the debtor has authorized the early payment by the guarantor.

If both conditions are met, the guarantor takes the place of the creditor in the rights he has before the debtor, with all the characteristics, penalties, non-performance, enforceability, and revocability or rescission, among other features. The guarantor exercises those rights, including guarantees and defenses against them, and these rights also include expenses incurred by the creditor in confronting the debtor; the guarantor takes the place of the creditor in these if the creditor has paid them.

The guarantor's recourse against the debtor in all these matters is to the extent that the guarantor has paid; the guarantor cannot revert to the debtor for more than what the creditor has paid. What the article contains is merely an application of the subrogation claim explained in articles (626-623) of the general rules.

The article stated that the guarantor does not revert, or in part of what he has paid, he cannot revert to the debtor with a claim of subrogation until the creditor has fully collected his right from the debtor; the guarantor cannot compete with him for his right as in a personal claim, in accordance with the presumed will of the contracting parties; the creditor would not have agreed to collect part of his right from the guarantor except on the basis that he collects his remaining right from the debtor. Nevertheless, the creditor and the guarantor can agree otherwise, as stated in article (623), because the interest is for the creditor, and he can waive it.

Explanation of Article 600

After Articles (597) and (599) determined the conditions under which the guarantor can seek recourse against the debtor in a personal lawsuit or a subrogation lawsuit, and that in both cases, the guarantor cannot seek recourse against the debtor for more than what was paid; this article clarifies that this ruling applies even if the guarantor's payment of the guaranteed debt was in exchange for something different in kind, or was part of a settlement agreement between the creditor and the guarantor; and that the prohibition of the guarantor seeking recourse against the debtor for more than what was paid includes even these two scenarios.

The first paragraph clarifies that the guarantor who has the right to seek recourse against the debtor if he pays the guaranteed debt to the creditor in exchange; by providing another compensation for the debt; the guarantor can seek recourse against the debtor for the value of the debt or what he actually paid, whichever is less; for example, if the debt was one hundred thousand riyals and the creditor accepted a car worth eighty thousand riyals from the guarantor as payment for the debt; the guarantor can only seek recourse against the debtor for eighty thousand riyals, and if the car's value was one hundred and twenty thousand riyals; the guarantor can only seek recourse against the debtor for one hundred thousand riyals, the reason being that the guarantor seeks recourse against the debtor for the actual damage incurred due to the payment of the debt; and he is not entitled to make a profit from this payment.

The second paragraph clarifies that the guarantor who settles with the creditor for less than the guaranteed debt; he seeks recourse against the debtor for the amount he paid to the creditor and not for the amount he guaranteed; for example, if the guarantor guaranteed a debt of one hundred thousand riyals, and then settled with the creditor for fifty thousand riyals; the guarantor can only seek recourse against the debtor for fifty thousand riyals, the reason being the same as in the first paragraph, which is that the guarantor seeks recourse against the debtor for the actual damage incurred due to the payment of the debt; and he is not entitled to make a profit from this payment.

For the guarantor to seek recourse against the debtor according to the article, the conditions for the guarantor's recourse against the debtor as explained in Articles (597) - (599) must be met, which are that the guarantor pays the debt on behalf of the debtor; that the payment is made after the debt is due, and that the guarantee is with the debtor's knowledge and without his objection.

Explanation of Article 601

The article refers to the second case of the guarantor's recourse against the debtor, which is the claim of subrogation. If the guarantor pays the debt to the creditor, he takes the creditor's place in all his rights against the debtor, including all descriptions of existence, non-existence, termination, prescription, susceptibility to annulment or rescission, and others. He also takes the creditor's place in the securities that guarantee those rights and any defenses related to them. For example, the guarantor takes the creditor's place in his right to claim the debt and the interest resulting from it, and in his right to uphold the real or personal securities or priorities that the creditor has, such as his right to uphold the mortgage or privilege, or the existence of another guarantor. All of this transfers to the guarantor who paid the debt, and it also includes the right to claim any expenses incurred by the creditor for the benefit of the debtor.

For the guarantor to have recourse through subrogation according to the provisions of the article, two conditions must be met:

The first condition: The guarantor must pay the debt on behalf of the debtor. The guarantor cannot have recourse against the debtor before paying the debt, by any means of payment, whether by paying the debt, paying its equivalent, by set-off, or by merger of obligations. However, if the creditor releases the guarantor, or the guarantor's debt becomes time-barred without payment, the guarantor is not considered to have paid or performed an act equivalent to payment, and thus cannot have recourse against the debtor.

The second condition: The guarantor's payment of the debt must occur after its due date. If the guarantor hastens to pay before the debt's due date, he cannot have recourse against the debtor through subrogation until after the due date, unless the early payment by the guarantor is with the debtor's permission. In this case, the guarantor has the right to have recourse against the debtor through subrogation from the time of payment.

If both conditions are met, the guarantor takes the creditor's place in his rights against the debtor, and in all descriptions of those rights, whether existence, non-existence, termination, prescription, susceptibility to annulment or rescission, and others. He also takes the creditor's place in the securities that guarantee those rights and any defenses related to them. These rights also include any expenses incurred by the creditor in confronting the debtor, which the guarantor takes the creditor's place in if he pays them to the creditor.

The guarantor who takes the creditor's place has the right to waive this right, as if the creditor had released him from paying the debt, or if the guarantor's debt became time-barred without payment, or if the debt was originally void, or if the debt was not obligatory.

Explanation of Article 602

The article clarifies the effect of the debtor concealing the reasons for the discharge of the guaranteed debt from the guarantor who has settled the debt; such as if the debtor had paid the debt to the creditor, or if the debt had been discharged by set-off, merger, prescription, or any other reason for the discharge of the debt, and yet did not inform the guarantor of this, or if the debtor had invoked a reason for the discharge of the debt against the creditor and was not granted such discharge, and did not inform the guarantor of what he had invoked; in this case, if the guarantor settles the debt with the creditor, he may seek recourse against the debtor, and his right to recourse remains valid, and the debtor is not entitled to raise defenses against the guarantor that he had against the creditor, such as claiming that the debt had been paid, prescribed, or discharged for any reason.

The application of the article's provision requires that the debtor has not informed the guarantor of the discharge of the debt; if he has informed him, the guarantor cannot seek recourse against him, unless he had sought permission to settle the debt knowing the reason and was granted such permission, or if the settlement of the debt was to protect the guarantor's rights against the creditor; such as if the creditor had filed a lawsuit against the guarantor for the debt, rejected the defense of prescription, and the guarantor feared a judgment against him for the debt and thus settled it; in this case, the guarantor has the right to seek recourse against the debtor for the debt, as the reason for the guarantor's recourse against the debtor is not interrupted in this context.

The provision in this article is not of public order; it is permissible to agree otherwise; however, the agreement between the debtor and the guarantor must not harm the rights of the creditor.

Explanation of Article 603

The article addresses the provisions related to the debtor's recourse to the guarantor through a personal lawsuit. The debtor may file a lawsuit against the guarantor and request the court to order the guarantor to fulfill the debt or provide a guarantee. The debtor may resort to this for several reasons, including: the debt has become due, and the debtor wants to expedite clearing his liability or recover what he has given as guarantees, or the guarantor has committed to fulfilling the debt, or the creditor has warned the debtor to fulfill the debt, causing the debtor to bear the costs of the lawsuit, threatening his commercial position if he is a trader, or fearing bankruptcy; thus, he wants to expedite the fulfillment of the debt or clearing his liability.

The purpose of the ruling is to achieve the interest in settling the disturbed legal positions, which is to obligate the guarantor who guaranteed the debtor to fulfill the debt on his behalf, or to provide the guarantee to the debtor as follows:

The first matter: The guarantor is obliged to fulfill the debt or deposit it with the competent authority or provide a guarantee; the guarantee may be a surety, a mortgage, or other types of guarantees, and this matter is not subject to the agreement of the contracting parties but rather to the court's ruling.

The second matter: The guarantor's fulfillment of the debt, its deposit, or providing the guarantee must be based on a judicial ruling; merely demanding the guarantor by the debtor is not sufficient.

Five conditions are required to obligate the guarantor according to the article:

The first condition: The debt must have become due; this means the due date of the original debt, not the debt that the guarantor has on the debtor in case of fulfillment.

The second condition: The debtor must be exposed to insolvency; whether it is actual or legal insolvency; if the debtor is solvent, this ruling does not apply, as there is no interest for the debtor in this; the debt is still in his liability, and he is still able to fulfill it; and there is no interest for the guarantor who originally seeks to clear his liability from the debt.

The third condition: The guarantee must have been made without the debtor's knowledge; if the guarantee was made with his knowledge, he cannot have recourse to the guarantor.

The fourth condition: The debtor must have filed his lawsuit against the guarantor before the debt becomes due; if he filed it after the debt became due, he cannot do so.

The fifth condition: The debt must not have been extinguished; if the debt has been extinguished by one of the original reasons for extinguishing the debt, the ruling does not apply.

It should be noted that the ruling of the article is not of public order; it is permissible to agree otherwise explicitly or implicitly.

Explanation of Article 604

The article addresses the provisions related to the termination of the guarantee, which in this regard are of two types:

The first type: Termination of the guarantee due to the termination of the guaranteed debt, where the guaranteed debt has been terminated for one of the original reasons for the termination of the debt; consequently, the guarantee is terminated, whether by payment, release from the creditor to the debtor, set-off, merger of obligations, renewal of the debt, delegation, or otherwise, as stipulated in Article (580); this is because the guarantee is an accessory contract, not independent by itself; it should be noted that the termination of the debt does not lack two cases:

The first case: The debt is terminated entirely; in this case, the guarantee is terminated entirely.

The second case: The debt is terminated partially; in this case, the guarantee is terminated partially to the extent that the debt is terminated; this ruling includes the scenario where the debtor is released from part of the debt by settlement; the guarantor's obligation ends to the extent that the debtor is released, and the guarantor remains obligated for the remainder; this also includes the scenario where the debtor is released from the debt according to the bankruptcy system; in this case, the guarantor is released to the extent that the debtor is released from the debt; the guarantor remains obligated for the remainder, except that the article clarified that the guarantee does not terminate in this case if the debtor has become insolvent; the reason for this is that the guarantor has guaranteed the debt; it is assumed that the guarantee was due to the fear of the debtor's insolvency and bankruptcy; if the debtor goes bankrupt, there is no reason for the guarantor's release, as this is the purpose for which the guarantor guaranteed the debtor.

It should be noted that the guarantee does not terminate in all cases where the debtor is released from the guaranteed debt; as if the creditor releases the debtor from the debt, or they settle on that; in this case, the guarantee is terminated.

The second type: Termination of the guarantee not by the termination of the guaranteed debt, but for reasons specific to the guarantee only while the guaranteed debt remains with the debtor; the provisions related to this have been previously stated in Articles (588), (589), (590); which are the release of the guarantor from the creditor, or the release of the guarantor's obligation due to the creditor's failure to demand the debtor after the debt is due, or the release of the guarantor's obligation due to the creditor's failure to participate in the debtor's asset liquidation procedures.

The ruling in this article is not of public order; it is permissible to agree otherwise; the agreement between the debtor and the guarantor must not harm the rights of the creditor.

Explanation of Article 605

The article clarified the effect of partial payment of the guaranteed debt; if the debtor pays part of the guaranteed debt, the guarantee is extinguished to the extent that the debtor has paid, and the guarantor remains liable for the remaining debt. This is due to the guarantee's dependency on the guaranteed debt; the guarantee follows the existence and non-existence of the guaranteed debt and follows its increase and decrease. This is what Article (604) has established.

If the debtor pays part of the guaranteed debt and then becomes insolvent or bankrupt, the creditor cannot revert to the guarantor except for the remaining debt after the partial payment. This ruling is contained in the first paragraph of this article.

The second paragraph clarified that if the partial payment made by the debtor for the guaranteed debt is from debts that the creditor has the right to present, the guarantor can only revert to the debtor for the amount paid from the debt. However, if the partial payment made by the debtor for the guaranteed debt is from debts that the creditor does not have the right to present, the guarantor can only revert to the debtor for the amount paid from the debt. This is because the guarantee is not extinguished except by full payment of the debt. If the partial payment made by the debtor for the guaranteed debt is from debts that the creditor has the right to present, the guarantor can only revert to the debtor for the amount paid from the debt. However, if the partial payment made by the debtor for the guaranteed debt is from debts that the creditor does not have the right to present, the guarantor can only revert to the debtor for the amount paid from the debt.

This ruling is contained in the second paragraph of this article. The rationale is that if the guarantor pays the debt to the creditor and then the debtor becomes bankrupt, the guarantor enters into the procedures for liquidating the debtor's assets and loses the right to revert to the debtor for the amount that the creditor could have claimed. Consequently, the guarantee is extinguished to the extent that the guarantor's right to revert to the debtor has lapsed.

The article indicated that this ruling is not of public order; therefore, it is permissible to agree otherwise.

Explanation of Article 606

The article clarified the effect of the combination of the creditor and guarantor roles in one person; this is known as "merger of obligations." This means that the guarantor's role transfers to the creditor, such as when the guarantor bequeaths the guaranteed debt to the creditor. In this case, the guarantee does not expire, and the guarantor remains obligated to the debt. This is because the guarantee is an ancillary contract that does not stand on its own and does not expire until the guaranteed debt is extinguished. If the debt still exists in the debtor's liability, the guarantee does not expire.

This ruling is included in the first paragraph of this article, indicating that the guarantor guarantees the debt, not the debtor's person. If the roles of creditor and guarantor are combined in one person, the guarantor remains obligated to the debt. This is because the guarantee is an ancillary contract that does not stand on its own and does not expire until the guaranteed debt is extinguished. If the debt still exists in the debtor's liability, the guarantee does not expire.

The second paragraph clarified that if the guarantor has released the creditor from the debt, the guarantee expires. This is because the release from the debt leads to the extinguishment of the guaranteed debt. This is due to the guarantee's dependence on the guaranteed debt; the guarantee follows the existence and non-existence of the guaranteed debt. This is what Article (604) established.

The article indicated that this ruling is not of public order, so it is permissible to agree otherwise.

Explanation of Article 607

The article clarified the effect of fulfilling the guaranteed debt by someone other than the debtor or guarantor; if another person fulfills the guaranteed debt, the guarantee is terminated. This is because fulfilling the debt leads to the termination of the guaranteed debt, as the guarantee is dependent on the guaranteed debt. The guarantee follows the existence and non-existence of the guaranteed debt, as stated in Article (604).

This ruling is included in the first paragraph of this article, indicating that the guarantor guarantees the debt, not the person of the debtor. If another person fulfills the debt, the guarantee is terminated. This is because the guarantee is an ancillary contract that does not stand on its own and only terminates with the termination of the guaranteed debt. If the debt still exists in the debtor's liability, the guarantee does not terminate.

The second paragraph clarified that if the fulfillment of the guaranteed debt is by someone other than the debtor or guarantor, but this person fulfills the debt for the debtor, the guarantee does not terminate. This is because the debt still exists in the debtor's liability, as the guarantee is an ancillary contract that does not stand on its own and only terminates with the termination of the guaranteed debt. If the debt still exists in the debtor's liability, the guarantee does not terminate.

The article indicated that this ruling is not of public order; thus, it is permissible to agree otherwise.

Explanation of Article 608

The article refers to the situation where the creditor fulfills the guarantor's right to subrogate the creditor in the real securities owned by the debtor. If the creditor harms the guarantor's rights in subrogation by releasing the debtor from a mortgage, removing the real guarantee, or any other action that harms the guarantor's rights in subrogation, the guarantee is terminated to the extent that the creditor has harmed the guarantor's rights. This is because the guarantor guarantees the debt, not the person of the debtor. If the creditor harms the guarantor's rights in subrogation, the guarantee is terminated to the extent that the creditor has harmed the guarantor's rights. This is because the guarantee is an accessory contract, not independent by itself, and it only terminates with the termination of the guaranteed debt. If the debt still exists in the debtor's liability, the guarantee does not terminate.

This ruling is what the first paragraph of this article contains, and the reason is that the guarantor guarantees the debt, not the person of the debtor. If the creditor harms the guarantor's rights in subrogation, the guarantee is terminated to the extent that the creditor has harmed the guarantor's rights. This is because the guarantee is an accessory contract, not independent by itself, and it only terminates with the termination of the guaranteed debt. If the debt still exists in the debtor's liability, the guarantee does not terminate.

The second paragraph clarified that if the harm caused by the creditor to the guarantor's rights in subrogation results in the destruction of the guaranteed debt, the guarantee is completely terminated. This is because the destruction of the guaranteed debt leads to the termination of the guaranteed debt, due to the accessory nature of the guarantee to the guaranteed debt. The guarantee follows the existence and non-existence of the guaranteed debt, and this is what Article (604) has established.

The article indicated that this ruling is not of public order, so it is permissible to agree otherwise.

Explanation of Article 609

The article refers to the ruling in the event that the creditor goes bankrupt after the guarantor has fulfilled the debt. The reasoning is that the guarantor guarantees the debt, not the person of the debtor. Therefore, if the creditor goes bankrupt after the guarantor has fulfilled the debt, the guarantee does not terminate. This is because the debt still exists in the debtor's liability, and the guarantee is an accessory contract that does not stand on its own and only terminates with the termination of the guaranteed debt. If the debt still exists in the debtor's liability, the guarantee does not terminate.

This ruling is what is included in the first paragraph of this article. The reasoning is that the guarantor guarantees the debt, not the person of the debtor. Therefore, if the creditor goes bankrupt after the guarantor has fulfilled the debt, the guarantee does not terminate. This is because the guarantee is an accessory contract that does not stand on its own and only terminates with the termination of the guaranteed debt. If the debt still exists in the debtor's liability, the guarantee does not terminate.

The second paragraph clarified that if the creditor has discharged the guarantor from the debt, the guarantee terminates. This is because the discharge from the debt leads to the termination of the guaranteed debt, and this is due to the dependency of the guarantee on the guaranteed debt. The guarantee follows the existence and non-existence of the guaranteed debt, and this is what Article (604) has established.

The article indicated that this ruling is not of public order, so it is permissible to agree otherwise.

Explanation of Article 610

The article stipulates the protection of the right of ownership and its three elements: use, exploitation, and disposal. It emphasizes that no one may be prevented from their property or have their property expropriated except in cases determined by statutory texts, including the provisions related to the expropriation of real estate for public benefit and the temporary seizure of it.

Explanation of Article 611

The principle is the owner's freedom to use, exploit, or dispose of their property. However, there are two types of exceptions to this principle that impose restrictions on ownership: statutory restrictions established by the law and voluntary restrictions.

This article refers to the first type of restrictions on ownership, which are statutory restrictions. The owner must adhere to the restrictions imposed by the laws when using their property.

These restrictions may be established for the public interest and are regulated by specific laws, such as building and construction requirements, and prohibiting the owner from digging a well on their land to preserve water resources. There are many such restrictions.

Statutory restrictions may also aim to achieve private interests. These include restrictions related to neighborly rights, where the owner must not use their property in a way that harms their neighbor.

They also include restrictions to prevent abuse of rights, as mentioned in Article (29), which provides examples of abuse, such as using a right solely to harm others, or when the benefit from using the right is completely disproportionate to the harm caused to others, or if the right holder uses their right for an unauthorized purpose or an unlawful goal.

The law may impose easement rights on certain lands, which become statutory restrictions limiting the owner's ownership, such as certain types of easement rights outlined in Articles (702 - 710), like the right of water passage over land to reach areas far from the water source.

The second type of restrictions are voluntary restrictions, examples of which include easement rights created by the owner on their land, and the condition of non-disposal, which will be explained later.

Explanation of Article 612

Among the restrictions on the right of ownership is the attachment of another's right to it, such as the attachment of the usufructuary's right to the thing upon which a usufruct right has been established. The owner is not allowed to dispose of the thing in a manner that harms the usufructuary's right unless the right holder permits it. Similarly, for those who have an easement right on a property, the property owner is not allowed to dispose of it in a manner that harms the easement right holder unless the right holder permits it.

Explanation of Article 613

The article establishes a general principle in neighborly rights, whereby it imposes obligations on a neighbor towards their neighbor, preventing them from excessive use of their property. The criterion for excessiveness that the owner is prohibited from is any act that results in unusual harm. If the owner's use of their property does not result in unusual harm, the excessiveness required by the article to restrict the right of ownership is not realized.

Nevertheless, the kindness towards neighbors, as encouraged by the texts of Islamic law, necessitates that a neighbor should strive to avoid any harm to their neighbor, even if it is usual.

The second paragraph indicates that neighborhood imposes on adjacent owners the need to tolerate a certain amount of usual harm, which must be tolerated; otherwise, it would be difficult for owners to exercise their rights. The sounds emitted by a neighbor and the smell of cooking reaching a neighbor can be described as harms, but many of them do not exceed the usual, so the neighbor is not prevented from them, nor is there any liability on them.

This is a fundamental difference between the responsibility of a neighbor and the responsibility dictated by general rules. The rules dictate compensation for harm regardless of its extent, but in neighborhood nuisances, responsibility only arises if the harm exceeds the usual limit among neighbors, despite the presence of the element of fault, which is excessive use. However, this excessiveness is only considered in light of the extent of the harm, and thus the criterion for excessiveness is the occurrence of unusual harm.

The assessment of the extent of harm, whether usual or unusual, is at the discretion of the court, which considers four factors mentioned in the second paragraph:

The first consideration: Custom, what is customary among neighbors to tolerate from each other is not considered unusual harm, and this varies with the development of societal conditions. Some harms are considered usual in villages and rural areas but not in cities.

The second consideration: The nature of the properties, if the property is a hotel, the neighbor tolerates more from their neighbor than neighbors in quiet private residences. If the property is a factory with operating machinery and crowded with workers, its owner tolerates more from their neighbor than others.

The third consideration: The location of each property relative to the other, the owner of the lower floor tolerates more harm from disturbing noises than the owner of the upper floor, and the property adjacent to a factory tolerates more harm than one further away.

The fourth consideration: The purpose for which the property is designated, a property designated for quiet residence is different from one designated for purposes with increased human activity and noise.

The criterion in these four considerations is an objective one, not taking into account the specific circumstances of the neighbor who suffered the harm.

These four criteria are not exhaustive, as the court may rely on other criteria such as the precedence of one property over another and its impact on assessing the harm.

The article concludes by emphasizing that the license to establish a property or conduct an activity issued by the competent authorities does not prevent harm from being unusual; thus, the neighbor has the right to demand the removal of the harm. This license is intended to ensure the availability of conditions required by the system to conduct the activity, and it has no bearing on the rights of others if they are harmed by this activity. For example, if a license is issued for a wedding hall where events are held, this license does not prevent the neighbor, if they suffer unusual harm according to the previous four considerations and others deemed by the court, from seeking recourse against the owner of this hall by demanding the removal of these nuisances. If the neighbor's responsibility for the unusual harm caused to their neighbor is established, they must compensate, either by removing the harm or by monetary compensation according to compensation rules.

Explanation of Article 614

Among the restrictions on ownership is the restriction on the actions of partners regarding a wall. If the wall is shared between two or more individuals, none of the partners has the right to independently alter it without the consent of the others, whether this alteration involves increasing or decreasing it, if such a change contradicts the purpose for which it was intended. For example, if the purpose of the wall is to provide privacy, none of the partners may open a window in it that overlooks a neighbor's house, as this change contradicts the intended purpose of the wall.

The concept of the restriction mentioned at the end of the article, "contradicts the purpose for which it was intended," excludes scenarios where a partner is allowed to make a change that does not contradict the designated purpose. For instance, if a partner paints the side of the wall facing their house, this change is generally not considered to contradict the designated purpose.

Explanation of Article 615

The article refers to the rights and obligations of partners that arise when raising the common wall in case the partners do not agree on the raising and its provisions, and the provisions for the cost of its repair.

The first paragraph clarified that a partner in the common wall has the right to increase the height of the wall at his own expense, even if his partner does not agree to this increase, under two conditions. The first condition: the partner who wishes to raise the wall must have a serious interest that necessitates this raising, such as if the low height of the wall leaves his house exposed, requiring it to be covered.

The second condition: it must not cause significant harm to his partner. If the harm caused to the partner due to the raising of the wall is significant, he has the right to prevent his partner from raising it. The term "significant" implies that mere harm does not entitle the partner to prevent the raising, as neighbors are expected to tolerate a certain amount of harm and be lenient.

A partner is allowed to raise the wall if both conditions are met, even if the other partner does not agree, because the lack of agreement in this case is considered an abuse of the right, and thus he cannot prevent it.

If one of the partners raises the wall alone, the raised part becomes his exclusive property, whether the raising was done after demolishing the wall and rebuilding it or without demolishing it. If the other partner later needs to benefit from the raised part, he has the right to share in it against the will of the owner after paying his share of the cost.

According to the first paragraph, the partner wishing to raise the wall cannot compel his partner to share in the cost of raising the wall on the grounds that the wall is shared between them. However, if the interest is mutual between the partners, the one who bore the expenses can claim compensation for the share corresponding to the benefit of the other partner according to the rules of unjust enrichment if its conditions are met.

The second paragraph clarified that if the wall is not suitable for raising and its raising requires demolishing and rebuilding it more sturdily to bear the burden of raising, the one with a serious interest in raising can demolish the wall and rebuild it entirely at his own expense. This ruling is undoubtedly restricted by not causing significant harm to the partner, such as if the partner's buildings are supported by the wall, and demolishing it for rebuilding would harm him, so the one interested in raising cannot demolish it for the purpose of raising.

The third paragraph clarified that if the common wall is not suitable for the purpose for which it was erected and this is not due to one of the partners, the cost of repairing it is on all partners, each according to his share in it. Any of the partners can demand that the rest of the partners contribute to the repair if this repair is necessary for the wall's intended use, as the benefit from the repair will return to all, and they are partners in it.

Explanation of Article 616

The article stipulates that if the wall is owned by one of the neighbors, the owner of the wall is not allowed to demolish it if three conditions are met:

The first condition: The neighbor's property must be concealed by the wall, as if it is enclosed on three sides, and the wall intended to be demolished is its fourth boundary. However, if the neighbor's property is only enclosed on two sides, one side, or not enclosed at all, it cannot be said that it is concealed by the dividing wall.

The second condition: The demolition must cause harm to the neighbor whose property is concealed by the wall.

The third condition: There must be no valid reason for the demolition. If there is a valid reason for the demolition, such as the wall being at risk of collapsing, then the owner has the right to demolish it.

This ruling is an application of the theory of abuse of rights; therefore, the judgment in assessing the valid reason is based on balancing the interest of the person wishing to demolish and the harm caused to the neighbor due to the demolition.

Explanation of Article 617

The article regulates one of the voluntary restrictions on ownership, which is the condition prohibiting disposition, such as when the seller stipulates that the buyer should not sell or gift the sold item, or when the donor in a gift contract or the testator in a will imposes such a condition.

The article establishes that the default rule is the inadmissibility of the condition prohibiting disposition; whether the disposition containing the prohibitive condition is a transfer of ownership such as a sale or gift, or whether the disposition containing the prohibitive condition establishes another real right; such as when the owner transfers the right of usufruct and stipulates that the beneficiary should not dispose of this right. The default is the inadmissibility of this condition; hence, the article begins with a negation, stating that the owner cannot impose conditions in his disposition that prevent the transferee from disposing of the property. The reason for this is that such a condition leads to the creation of a real right unknown to the system, and the authority of will is insufficient to modify the right of ownership; because the system of ownership and the rights derived from it are connected to the general economic system of society. Therefore, any modification in the right of ownership is void; however, there may be practical cases where the circumstances of dealings necessitate the approval of such a condition. Therefore, the article exempts from prohibition any case where two conditions are met: the first condition is that the purpose of the condition is to protect a legitimate interest of the disposer, the transferee, or a third party.

An example of a legitimate interest for the disposer is when a person sells his house to another and retains for himself the right of usufruct for the duration of his life; he stipulates that the buyer should not dispose of the house during this period so that the seller does not have to deal with an unknown owner of the property, or the seller stipulates that the buyer should not dispose of the sold item until the price is paid, to avoid enforcement procedures.

An example of a legitimate interest for the transferee is when a property is gifted to a needy person who might dispose of it in a way that harms himself, so it is stipulated that he should not dispose of it until he reaches a certain age to protect him from his own recklessness and extravagance.

An example of a legitimate interest for a third party is when a person gifts a property and stipulates that a part of its yield should go to another person, and stipulates that the donee should not dispose of it so that the yield owner is not harmed.

The second condition is that the duration of the condition prohibiting disposition should be reasonable, excluding two scenarios: the first scenario is when the prohibition is perpetual, and the second scenario is when the prohibition is temporary for an unreasonable duration that does not correspond to the interest intended to be protected by the stipulator.

The reason for this is that the condition prohibiting disposition is contrary to the default; as it strips the owner of some of the authorities granted to him by the system under ownership, which are essential elements of ownership that cannot be imagined without them; the deviation from this default is only for the interest intended to be protected by this condition, and it should not exceed this extent.

The reasonable duration varies according to circumstances and conditions, and a certain duration may be reasonable in one case and not in another. The system has left its determination to the discretion of the judiciary; and restricting the duration to the lifetime of the disposer, the transferee, or a third party may be reasonable in some cases; such as when the seller retains the right of usufruct for the duration of his life and stipulates that the buyer should not dispose of the house during this period, or when the owner gifts an asset to a person known for poor management and stipulates that he should not dispose of it during his lifetime; thus, the condition ends with his death and the asset passes to his heirs unencumbered by this condition.

The third paragraph of the article clarifies that if the condition prohibiting disposition does not meet the two previous conditions, then this condition is void; even if the stipulator did not intend to protect a legitimate interest for himself, the transferee, or a third party; the condition is void, and if the condition is for an unreasonable duration, the condition is void for the duration that exceeds the reasonable period; because the voidance here is divisible.

As for the effect of the voidance of the entire condition or part of it on the disposition containing this condition; the default is that the voidance of the condition does not affect that disposition; the disposition remains valid with the voidance of the condition or part of it; unless the stipulator proves that he would not have agreed to the contract without that condition or the part that was voided; he may request the annulment of the contract according to what is stipulated in paragraph (2) of article (74).

Explanation of Article 618

The article addresses the effect of violating the condition prohibiting disposition; it clarifies that if the condition prohibiting disposition meets the two conditions outlined in Article (617), in addition to the general conditions for dispositions, any disposition that violates this condition is void. This voiding is of a special kind because it relates to a private interest and not an interest connected to public order. Therefore, the court cannot rule the disposition void on its own unless it becomes clear that this private interest existed at the time of making the violating disposition. The condition prohibiting disposition is only valid according to Article (617) if it is for a reasonable period and intended to protect a legitimate interest of the disposer, the disposee, or a third party. The court must verify both: that the violating disposition occurred during the prohibition period and that the private interest intended by the stipulator existed at the time of the disposition. If it becomes clear that this interest ceased at the time of making the violating disposition, the prohibiting condition becomes void, and the violating disposition is considered valid. This includes the stipulator or the interested third party expressly or implicitly waiving the condition; such a waiver, if it occurs after the disposition, does not validate the disposition but reveals that the interest intended to be protected by this condition was absent at the time of making the violating disposition. Thus, even if the condition was originally valid, its effect ceases when the interest is absent, and the violating disposition is considered valid. Similarly, if it becomes clear that the purpose for which the condition was stipulated has ceased. The end of the article clarifies that ruling the violating disposition void does not affect the right of the successor of the prohibited party if this right was acquired in exchange and in good faith, to protect the stability of transactions and the good faith successor. For example, if a person gifts a car to his son on the condition that he does not sell it until he completes his studies, and the son sells it before that, the voiding of the sale cannot be invoked against a good faith buyer. The article stipulates two conditions for protecting the successor's right: the first condition is that this right is acquired in exchange, such as a sale, but if it is acquired without exchange, like a gift or a will, the voiding of the disposition can be invoked against it, as it is presumed not to be harmed by it, and if harm occurs, the successor can seek recourse against the prohibited disposer according to the rules of harm. The second condition is that the successor must be in good faith, defined as not knowing about the prohibiting condition at the time of the disposition and not being able to know even if they exercised the diligence expected of an ordinary person under the circumstances. The reason for not applying the voiding to the good faith successor, contrary to general rules, even though the successor is a party to the void contract itself, is that the voiding here is of a special kind, as previously mentioned, relating to a private interest and not public order. Moreover, voiding according to general rules occurs due to the absence of an essential element or condition of validity, and good faith of the contracting party is not conceivable, unlike someone contracting with the prohibited party, who might not be aware of what prevents their predecessor from disposing. It goes without saying that protecting the good faith successor from the voiding of the disposition in their right does not affect the right of the harmed party from the violating disposition to seek compensation from the prohibited disposer according to the rules of harm.

Explanation of Article 619

The article indicates that joint ownership means that two or more individuals own a specific property without any of them having exclusive ownership of a particular part of it; each of them owns a common share in the property, such as half, a quarter, or something similar, and their share in the ownership relates to every part of that property. The principle is that the determination of each partner's share occurs at the acquisition of joint ownership and the commencement of the state of commonality. If the source of joint ownership is inheritance, each partner's share in the property is determined by their share in the inheritance. If the source of ownership is a will, the testator specifies the share of each of the beneficiaries. If the source of joint ownership is a contract, the determination of each partner's share is usually in the contract. However, the shares may not be determined at the acquisition of joint ownership, such as when several people purchase a property jointly without explicitly agreeing on each person's share. In such cases, the shares are equal unless there is evidence to the contrary. The evidence that may be inferred to show unequal shares could be each partner's share in the price; for example, if one partner pays a quarter of the price and the other three-quarters, this could be an indication that the first partner's share is a quarter and the second's is three-quarters, unless there are other indications that could weaken this inference, such as if the one who paid a quarter of the price has expertise desired by the other. In summary, if there is doubt in determining the shares, the shares are equal.

Explanation of Article 620

The first paragraph stipulates that a partner in common property has the right to dispose of their share, such as by selling or gifting it. They also have the right to use it, such as enjoying a shared farm among several partners. Additionally, they can exploit their undivided share without the permission of the other partners, provided that it does not harm their rights. The validity of the disposal, exploitation, or use, and its enforceability against the other partners, does not require their permission; because the partner's right in their share is a real right, allowing them direct authority to use, exploit, and dispose of it without mediation from anyone. This is valid, and the partners have the right of pre-emption under its conditions. However, this permission for the partner in their share in the common ownership is restricted by not causing harm to the other partners. Therefore, a partner cannot sell an undivided share of the common property without the permission of the other partners, and the sale is not enforceable against them; because this would harm their rights, as the undivided part sold might be the best part of the common property. Thus, the partner's disposal of the common property has two forms: the first form is disposing of the undivided share they own, as if they own a third of the property and sell a third of it in common without specifying an undivided part of the property. This disposal is permissible for the partner to conclude even without the permission of the other partners, and they have the right of pre-emption. If the partner disposes of their share by sale or gift, the transferee, whether a buyer or a donee, replaces the disposing partner in the ownership of the common share and becomes the partner in the common property instead of the disposing partner. The disposal might be to the partner themselves, resulting in their sole ownership of the common property. If the property is common between two people and one sells their share to the other or gifts it, the buyer or donee becomes the sole owner of the entire property, and their ownership is individual. The second form is the partner's disposal of an undivided part of the common property, which is not enforceable against the other partners without their approval, as it infringes on their rights. The second paragraph clarified the rule of the partner's disposal of an undivided part of the common property, but this part was not their share upon the division of the common property. The transferee will obtain the part that devolved to the disposing partner upon division. For example, if two people share a piece of land as common property, each owning half, and one sells half of the land from the southern side, their sale falls on an undivided part of the land and not in common. If the land is divided between the partners and the disposing partner receives the northern half, the buyer's right transfers to them. However, the buyer has the right to request annulment if they were unaware that the partner did not own the part they disposed of as undivided at the time of the contract, as they would have made a fundamental mistake regarding the subject of the contract. This aligns with the general rules as stipulated in Article (57). If the buyer knew that the partner did not own the part disposed of as undivided, they do not have the right to request annulment and own what devolved to the partner upon division. This ruling is an exception to the general rule established by the system in the sale of another's property, which grants the buyer the right to request annulment unconditionally, even if they knew that the seller was selling another's property. If the partner sells an undivided share of the common property, they have sold their own and another's property, as each part of the property is subject to the partners' rights. The principle is that the contract is subject to annulment for selling another's property unconditionally, even if the buyer knew. However, the system deviated from this ruling and decided that the right to annulment is not established for the buyer unless there is a defect in the will and they were unaware that the seller did not own the undivided part they sold as individual property. The reasoning is that the seller has a semblance of ownership in the undivided part, so the entire sale is not of what they do not own. Consequently, the ruling that the contract is subject to annulment should apply to what they did not own, but since this cannot be distinguished because the ownership is common, the validity of the contract prevails, and the buyer cannot request annulment of the disposal.

Explanation of Article 621

The article stipulates that the management of common property is the right of all partners collectively, and no one among them can manage it individually; because each partner has a right in the common property that pertains to every part of it. Therefore, it is not permissible for any one of them to manage it independently, as this would be an infringement on the rights of the other partners. The management activities referred to in the article are those aimed at benefiting from the common property and obtaining its yields, such as renting out a jointly owned house and sharing its rent or organizing its residence for all partners through rotation, so that each partner has a specified time to benefit from residing in the house, and similar activities. Such activities are the right of all partners; therefore, their consensus on the method of managing the property is necessary. This ruling is the principle, but there are exceptions to it; some are stipulated by the system and others by agreement. An example of a system-stipulated exception is the situation where it is impossible for the partners to reach a consensus on managing the common property, and the following article clarifies its ruling. An example of an agreement-based exception is when the partners agree to authorize one of them to manage the common property individually. If one of the partners manages the common property alone and no one objects, he is considered, in the usual management activities he undertakes, as an agent for the other partners; because their silence on objecting is tantamount to an implicit agency for him within the limits required by this agency, which is the usual management of the property. Since management activities, when unrestricted, refer to usual management and nothing else, this partner is considered a principal for himself and an agent for the other partners in managing the common property, and the usual management activities he undertakes are binding on the partners.

Explanation of Article 622

After Article (621) clarified that the default in managing common property is the right of the partners collectively, and that one of them assuming ordinary management without objection from the others is considered an implicit agency for him, this article comes to clarify the ruling in case the partners disagree on managing the common property. The management of common property in ordinary management does not fall outside three cases. The first case is that one of the partners assumes management and the others do not object to him, so he is considered their agent, as explained in the explanation of Article (621). The second case is that the majority of partners assume management of the property; either because none of them undertakes management himself, or because one of them undertakes management and the others or some of them object to him; the ordinary management is for the majority of partners; what the majority opinion settles on in ordinary management is binding on all partners. The majority is based on the value of the partners' shares, so if a group of partners agrees whose share value exceeds half and the action is one of ordinary management, it must be adhered to even if the majority of shares are held by one person. For example, if the property is shared among three; one owns more than half and the other two have the remaining shares; the opinion in managing the common property in ordinary management is in the hands of the partner who owns more than half. The intended ordinary management actions are all actions and dispositions necessary to exploit the thing for what it is naturally prepared for and to obtain its fruits, without leading to fundamental changes in it or modifying the purpose for which it was prepared, and anything else is considered non-ordinary management actions whose provisions are outlined in Article (623). Management actions in agricultural land include cultivating the land, hiring someone to do it, and purchasing what is necessary for it, and in real estate, it includes renting it for a customary period at a fair rent, collecting the rent, and legal litigation to claim it. Ordinary management actions do not include actions considered beneficial to the thing or increasing its value or utility, nor do they include luxury actions intended to improve and adorn the thing. This majority may appoint a manager for the common property management, who will be an agent in management actions, from the partners themselves or others, and the majority may decide not to give this agent free rein but to establish a system that ensures the good utilization and management of the common property, making this system binding on all partners and the agent chosen by the majority. This system may include restrictions on the agent's authority, such as restricting him from renting the common property for more than a year or obligating him to deposit the rent in a specific bank. If the majority agrees on an amendment, it can be modified even if the individuals who set it differ. If the majority opinion settles on a matter, it is binding on the rest of the partners, whether they agree or not, and no partner can object unless the majority has abused its right to management, considering its interests and neglecting the minority's interests. However, any partner can resort to requesting partition if he finds no interest in what the majority has decided. The third case: is when it is impossible to have a majority of partners; for example, if they disagree and their opinions are divided without a majority emerging as explained in the second case; any partner may request the court to appoint a manager from them or others to perform ordinary management actions; until the partners or most of them agree on property management, at which point the court-appointed manager steps down, or until the property is divided at the request of one of them, and the court may also order necessary urgent measures as required by necessity.

Explanation of Article 623

After Articles (621) and (622) clarified the provisions related to the ordinary management of common property, this article comes to clarify the provisions related to the extraordinary management of common property. The first paragraph states that for extraordinary management, a mere majority of partners is not sufficient; rather, the approval of partners whose shares amount to no less than three-quarters of the common property is required. Acts of extraordinary management are any actions that result in modifications to the purpose for which the common property was prepared, with the intent of improving its utilization. Thus, it is considered extraordinary management to convert land from agricultural to residential if it is suitable for that purpose given its location, or to convert land designated for residential development projects into land for commercial projects. It is also considered extraordinary management to change a store from one commercial activity to another, such as converting a fruit shop into a grocery store or converting a restaurant into a café. Additionally, converting a residential house into a hotel or furnished apartments designated for rent and similar actions are considered extraordinary management. From the above, it is clear that acts of extraordinary management differ from acts of ordinary management in three aspects: The first aspect is that acts of extraordinary management require the approval of partners whose shares are no less than three-quarters of the property, and an absolute majority, which suffices for ordinary management, is not enough due to the seriousness of extraordinary acts and the frequent disputes they cause. This percentage is achieved...

Explanation of Article 624

The second aspect: Unusual management activities cause modifications to the purpose for which the common property was intended, while usual management does not cause any modifications to it.

The third aspect: Unusual management activities may lead to harm to the other partners, while usual management does not lead to that.

The second paragraph clarified that the partners who did not agree to the unusual management activities can seek compensation from the partners who agreed to them for the damages they suffered due to those activities.

For the partners who did not agree to the unusual management activities to seek compensation from the partners who agreed to them, four conditions must be met:

The first condition: The activities carried out by the partners must be unusual management activities.

The second condition: These activities must have been carried out without the consent of the partners who did not agree to them.

The third condition: These activities must have caused harm to the partners who did not agree to them.

The fourth condition: There must be no agreement to the contrary.

Explanation of Article 625

The article refers to the provisions related to the expenses of managing and preserving common property, indicating that all expenses incurred on the common property are borne by all partners, each according to their share, whether these expenses are for managing the common property, preserving it, or otherwise. This provision is not of public order; therefore, it is permissible to agree otherwise.

Explanation of Article 626

Articles (626 - 633) address the rules, provisions, and effects of the division of common property. The division refers to the action that affects joint ownership, ending the joint ownership and resulting in each partner having a specific part of the ownership of the common property or its price. This is called final division, distinguishing it from another type of division known as temporary division, which does not end the joint ownership but requires the division of benefits among partners to organize the use of the common property. The provisions for this will be explained when discussing Article (634) and beyond.

The division, based on the method of execution, is of two types:

The first type: physical division, which involves dividing the common property into specific parts and allocating them so that each partner has an isolated part of the common property. This is the default type of division.

The second type is liquidation division, which is only conducted if physical division is impossible or impractical. In this case, the common property is sold, and the proceeds are divided among the partners.

The division, based on the agreement of the partners, is divided into consensual division and judicial division, as follows:

Consensual division is when the partners agree on the method of dividing the common property.

Judicial division is when the court conducts the division due to the inability of the partners to agree on the method of dividing the common property.

The article states that if the partners agree on the division of divisible property, the division is valid even if it reduces the utility or value of the property. For example, if the land is used as a rest area with multiple sections, or if a house can be divided into residential units but this reduces its value.

However, if no agreement is reached and one of the partners requests division, it becomes a judicial division, and the provisions of Article (627) apply, because consensual division of common property requires the consent of all partners, and the agreement of the majority is not sufficient.

Explanation of Article 627

The article addresses judicial partition in cases where an amicable partition among partners is not possible. It establishes that the default is not to compel partners to remain in co-ownership, as it is likely to lead to frequent disputes among partners. Therefore, any partner wishing to exit the co-ownership has the right to request judicial partition. However, the article exempts three cases from this default where a partner is compelled to remain in co-ownership. These cases are:

The first case is when there is an agreement among the partners to remain in co-ownership for a specified period, in which case partition cannot be requested before the expiration of this period. This agreement applies to the successor of the partner, whether the successor is general or specific, even if the successor is unaware of the agreement, as ruling otherwise would harm others.

The second case is when there is a statutory provision requiring remaining in co-ownership.

The third case: is when it is evident from the purpose for which the property is designated that it must always remain in co-ownership, such as the common parts in the ownership of real estate units.

Explanation of Article 628

The article refers to the right of each partner to exit from the common property by dividing it. The first paragraph clarified that if one of the partners requests the division of the common property and the others, whether all or any one of them, refuse; the matter is not without...

Explanation of Article 629

The article refers to the right of a creditor of any partner in the common property to object to the division of the common property without involving him; whether the division is consensual or judicial, whether it is a physical division or a liquidation division, and whether the partner's creditor is a personal creditor or a secured creditor.

The first paragraph clarifies that the creditor may object to the division of the common property either physically or by liquidation through sale at auction without involving him; this is to protect his rights so that his guarantees are not diminished, as it concerns him that the division is carried out without harming his interests.

The creditor's objection in judicial division is made by intervening before the court, in accordance with the provisions of the Shariah Pleadings System.

The objection in consensual division is made by notifying all partners, not just some, of his opposition to the division without his involvement. The system does not require a specific form or deadline for this objection; it can be made in writing or orally, and the burden of proof lies with the creditor. The objection is valid as soon as the creditor knows that his debtor has a share in common property, even if the partners have not yet initiated the division, and the creditor's right to object remains until the division is completed. Once the partners receive the objection, they must involve the creditor in all division procedures if they intend to divide the property among themselves.

If the partners do not involve the creditor in the consensual division procedures despite being notified of his objection to the division without his involvement, the division will not be effective against him without needing to prove the debtor partner's fraud or collusion with the other partners. However, if the creditor is involved in the division procedures, or is aware of them and does not intervene, or if the creditor does not notify the partners of his objection to the division without his involvement, the second paragraph clarifies that the division will be effective against him, and he cannot contest it unless there is fraud involved; because fraud makes the transaction voidable in favor of the party affected by the fraud, and this restriction applies to consensual division, as fraud is not conceivable in judicial division. The creditor's knowledge of the division is established once he is notified of it, whether by the debtor or any of the partners; for example, by being invited to participate in the division procedures.

The end of the first paragraph clarifies that creditors with secured rights, such as a mortgagee of the common property or a creditor with a lien, if their rights are secured before the filing of the judicial division lawsuit or before the conclusion of the consensual division, must be involved in the division procedures, without requiring them to object to the partners, otherwise the division will not be effective against them without needing to prove fraud in the division; they are treated like a personal creditor who has objected to the partners and was not involved in the division procedures.

Explanation of Article 630

It is established in Sharia that the estate cannot be divided before settling the debts related to it, but it may be done - due to circumstances...

Explanation of Article 631

The article clarified that it is permissible to annul a consensual partition, which is an agreed-upon division, if the co-partitioner proves that they have suffered a loss from it. The criterion for loss, as determined by the first paragraph of Article (69), is an increase or decrease in compensation beyond the usual amount, and its determination is referred to custom.

What this article has determined, that the co-partitioner has the right to request the annulment of the partition merely for loss, even if it is not accompanied by a defect in consent, is considered an exception to the general principle regarding the effect of loss in transactions as determined by the second paragraph of that article, which states that a contracting party does not have the right to request the annulment of the contract merely for loss, except in the case of a person lacking or having diminished capacity and what the statutory texts dictate;

Among these statutory texts is what this article has determined; it is permissible to request the annulment of the partition merely for loss, even in the case of a person with full capacity. The reason for this is evident, which is that the partition is based on equality between the co-partitioners, not on competition, and the transaction reveals ownership; therefore, the co-partitioner must obtain...

Explanation of Article 632

The article stipulates that each co-partitioner guarantees to the other co-partitioner the entitlement of the segregated property that falls into his share as a result of the division. The article sets four conditions for the entitlement guarantee:

The first condition: The entitlement must occur in the segregated share of the co-partitioner, whether the entitlement occurs in all or part of his share. However, the co-partitioner does not guarantee physical interference from others; rather, he guarantees interference based on a legal reason, such as when a person claims entitlement to the property that fell into one of the co-partitioners' shares or claims a real right over it, like a usufruct right or a personal right that necessitates a guarantee, and the interference must actually occur.

The second condition: The reason for the entitlement must precede the division, meaning the right claimed by others must exist before it. If it occurs after the division, there is no guarantee, such as when the property that fell into the co-partitioner's share is expropriated for public benefit after the division is completed.

The third condition: The entitlement must not be due to the co-partitioner's own fault. An example, by analogy to the entitlement guarantee in a sales contract, is if a claim of entitlement is raised against the co-partitioner, and he does not notify the other co-partitioners and defends alone, neglecting to invoke a defense that would lead to its dismissal, or if he acknowledges the right to others and the other co-partitioners prove that the other party was not right in their claim.

The fourth condition: There must be no agreement between the co-partitioners to exempt from the entitlement guarantee, meaning that the entitlement guarantee in division, like in sales, is not a matter of public order; it can be modified by increase, decrease, or exemption if it does not arise from the co-partitioner's own act or if he deliberately concealed it. However, to achieve equality among co-partitioners, the system has tightened the condition for exemption from the entitlement guarantee in division compared to sales. The article requires two conditions for the validity of the agreement on exemption from the entitlement guarantee in division: A- The agreement must be explicit and not implicit. B- The agreement must specify the exact reason for the entitlement from which exemption is sought; it is not sufficient to mention a general phrase without specifying the reason for the entitlement from which exemption is sought.

The article also explains the effect of the entitlement guarantee once its previous conditions are met, which is that the co-partitioner whose share is entitled can seek a guarantee from the other co-partitioners, each according to his share in the divided property, as detailed in the buyer's recourse against the seller for the entitlement guarantee in a sales contract, whether the entitlement is total or partial. The division agrees with the sale in that both are contracts of exchange. The article also states that what is considered in the recourse of the co-partitioner whose share is entitled against the other co-partitioners is the value of the thing at the time of division, not its value at the time of entitlement. Accordingly, he seeks recourse against the other co-partitioners for the value of the entitled thing at the time of division and for other compensations as detailed in the sales contract. If one of the co-partitioners is insolvent, his share is divided among the remaining co-partitioners, including the co-partitioner whose share was entirely or partially entitled.

Explanation of Article 633

The article clarified the declaratory effect of partition, which means that the co-partitioner is considered the owner of the share that devolved to him since he owned it in common, not since the partition was completed; this results in several effects, including:

1 - The nullification of transactions issued by partners other than the partner who received a specific part; thus, his specific share is cleared of his partners' transactions issued during the common ownership and is burdened only with his own transactions, as previously stated in Article (620).

The partner is allowed to dispose of his common share without the permission of the other partners if it does not harm them, as indicated in Article (620).

• The declaratory effect of partition requires it to be based on equality between the co-partitioners; therefore, it is permissible to annul the consensual partition for mere inequity even without deception, as previously explained in the commentary on Article (631).

4 - The declaratory effect of partition requires it to be based on equality between the co-partitioners; therefore, this is considered in the guarantee of entitlement; although the rules of guarantee in sale apply to the guarantee of entitlement in partition, since both are contracts of exchange, the guarantee of entitlement in partition has its own specific rules due to its declaratory effect; among these is that an agreement to waive the guarantee is not valid unless it is explicit and the reason is specified, and the consideration in the guarantee is the value of the thing at the time of entitlement, as indicated in Article (632).

Explanation of Article 634

The article addresses the definition of "muhaya'a," explaining that it is a temporary division of the benefit of common property among partners according to their shares in the common property, whether it is a temporal or spatial division. It does not aim to end the state of co-ownership but rather to organize the relationship between the partners by dividing the benefit of the common property for the purpose of its use and exploitation in common.

From the definition, it is clear that there are two types of "muhaya'a":

1. Temporal Muhaya'a: This is when the partners take turns benefiting from the common property for a period of time proportional to each one's share in the common property.
2. Spatial Muhaya'a: This is when each partner benefits from a specific part of the common property equivalent to their share, allowing them to benefit simultaneously, each in a specific part of that property.

The principle is that "muhaya'a," whether temporal or spatial, should be proportional to each partner's share in the common property. However, it is permissible to agree otherwise, as this is not related to public order. The text of the article explicitly indicates that this provision is not of public order but rather a supplementary, not mandatory, rule.

Explanation of Article 635

This article clarifies what partners must specify if they agree on temporal and spatial allocation, and what the ruling is if they do not specify that.

Regarding temporal allocation, the start time of each partner's benefit and the duration they benefit must be specified. If the partners agree on allocation but do not specify the start time of each partner's benefit or the duration, this omission does not invalidate the agreement. Instead, the court will determine this based on a request from one of the partners, as it deems appropriate, taking into account the nature of the dispute and the common property. The court may conduct a draw to determine the start date of each partner's benefit. For example, if three partners agree on a temporal allocation for two years without specifying the duration of each one's benefit or the start date, and then they disagree (such as some wanting every three months, others every six, and disagreeing on who starts first), this disagreement does not invalidate the allocation agreement. Any partner can request the court to resolve this dispute by determining the duration of each one's benefit and its start date, with the court considering the nature of the dispute and the common property, and it may conduct a draw to determine the order of commencement.

Regarding spatial allocation, the place of benefit for each partner must be specified. If the partners do not agree on this, it does not invalidate the agreement, but the court will determine this based on a request from one of the partners, and it may conduct a draw to assign the place of benefit. For example, if two partners in a jointly owned land agree on a spatial allocation between its northern and southern parts without specifying the place of benefit for each, and then they disagree on who takes which part, this disagreement does not invalidate the division. The court will determine the place of benefit for each and may conduct a draw for that purpose.

It is noted that the court can determine the start date in temporal allocation and the place of benefit in spatial allocation without conducting a draw if it finds that the partner's request involves abuse of rights, such as if the southern part of the land is adjacent to one partner's house and the northern part to another partner's house, and the partner has no interest in requesting otherwise. According to general rules, abuse of rights is not permissible, and one form of abuse is when the benefit from exercising the right is completely disproportionate to the harm it causes to others, or when it is used for purposes other than those for which it was established or for an unlawful purpose, as stated in Article (29).

Explanation of Article 636

Division is a consensual contract that, in principle, does not require a specific form for its conclusion; therefore, the article stipulates that division is a consensual contract that can occur by agreement between the co-owners of the common property, whether the agreement is made in writing or verbally. The article requires the following two conditions for the permissibility of division by agreement:

First condition: The co-owners must have full legal capacity; meaning they must be of sound mind and not legally incapacitated. Consequently, consensual division is not valid if one of the co-owners lacks legal capacity, such as a minor without discernment, or someone who has lost it, like an insane or mentally incompetent person, or someone with diminished capacity, such as a discerning minor or someone legally incapacitated due to prodigality or negligence. In such cases, division is only valid through the judiciary.

Explanation of Article 637

The article clarified the types of judicial partition decided by the court as follows: A- A partition in which the common property cannot be divided in kind without causing harm to the property, which is when each part of the common property cannot be divided separately without a significant decrease in its value; such as small buildings or land that is cultivated with one type of crop or similar cases. In this situation, the property must be sold at a public auction, and its value is divided among the partners according to each one's share in the ownership. B- A partition in which the common property can be divided in kind; by dividing the real estate into parts according to each partner's share, so that each part is independent by itself or by distinguishing its assets; In this case, the court undertakes the division of this property among the partners in the partition into equal shares as much as possible. This is done by forming shares based on the smallest share in the common property. An expert undertakes the formation of these shares, and then they are distributed among the partners in the partition by drawing lots.

Explanation of Article 638

The article stipulates that the competent court may decide to conduct a partial division of the common property by dividing a part of the common property without the other parts; this is permissible if requested by one of the partners, and provided that no harm is caused to the remaining co-owners.

Explanation of Article 639

The article explains the method of division if there is an absentee among the partners, or if one of them does not have a guardian, or is lacking legal capacity; in such cases, the division of this property is done through the court.

Explanation of Article 640

1- The article clarifies that no dispute regarding ownership of the common property is allowed during the partition procedures; because such a dispute hinders the partition procedures; if such a dispute is found, the court must postpone the partition procedures until the dispute is resolved definitively. 2- Likewise, if there is a lawsuit related to a debt against one of the partners that prevents the partition, the partition must be postponed until the debt lawsuit is resolved.

Explanation of Article 641

The article clarified that if the division of the jointly owned property cannot be made in kind, and one of the partners requests its sale, the court must order its sale judicially, unless there is harm to the partners from selling it at the present time; in which case, the court postpones its sale until the harm is removed.

Explanation of Article 642

The article stipulates that the partition lawsuit filed by one of the partners is brought against the remaining partners in the common property.

Explanation of Article 643

If, during the partition lawsuit, it is established that there is a joint debt among all partners that has not been paid, it must be deducted from the common property before conducting the partition, unless the partners agree otherwise.

Explanation of Article 644

The article clarifies that if the division necessitates the modification of some rights among the co-partitioners, such as increasing or decreasing a right, or establishing or canceling an easement on a portion of the divided property, the court may, if necessary, decide on this modification, establishment, cancellation, decrease, or increase as required by the interest.

Explanation of Article 645

The article clarified that the division is considered declarative, not constitutive, which is adopted by the Saudi system; the division, when it occurs and the shares are allocated, is considered declarative of the partner's ownership from the time the partnership was established, not constitutive of ownership from the time of the division.

Explanation of Article 646

The article stipulates that the partitioners receive after the partition what the seller received from the guarantees; therefore, each partitioner guarantees to the other any encumbrance or claim that may arise due to a reason preceding the partition, in proportion to their share.

Explanation of Article 647

The article clarified that the division cannot be annulled except by the agreement of all the parties involved or by a court decision.

Explanation of Article 648

The article clarifies that division, whether judicial or consensual, is a binding contract for the parties involved. Therefore, no party may refuse to fulfill their obligation to the division or object to the division except with a legitimate justification.

Explanation of Article 649

The article stipulates that a partition lawsuit will not be heard from someone who has previously had a decision or final judgment issued against them for non-acceptance or rejection of their claim; therefore, they are not allowed to repeat it again.

Explanation of Article 650

The article clarified that the partition lawsuit does not lapse by prescription; therefore, the partners may file it at any time, unless one of the partners acquires ownership of the shares of the other partners through acquisitive prescription by possessing the entire property and holding it for the long period prescribed by law.

Explanation of Article 651

The article stipulates that the division that occurs between partners in spatial or temporal allocation is binding among them, and they must adhere to it, unless they agree to terminate it.

Explanation of Article 652

The article clarified the reasons for acquiring ownership, and the first reason, which is the general reason for acquiring ownership, is the contract; therefore, the contract becomes a reason for acquiring ownership when it meets the legal conditions; such as a contract of sale, gift, and the like. However, there are specific reasons for acquiring ownership; such as acquiring ownership by pre-emption, acquiring ownership by accession, acquiring ownership by possession, acquiring ownership by inheritance, and acquiring ownership by will.

Explanation of Article 653

The article determined that appropriation, which is taking possession of a movable property that has no owner with the intention of owning it, is a reason for acquiring ownership; thus, whoever finds a movable property without an owner and takes possession of it with the intention of owning it, acquires it. This includes permissible animals and fish that have not yet been owned, minerals extracted from the earth that are not owned by anyone, and treasures of the earth that have no owner. As for real estate, it cannot be owned by appropriation; rather, it belongs to the state.

Explanation of Article 654

The movable property that is acquired by taking possession of it must be ownerless; if the movable property has an owner, it cannot be acquired by taking possession of it. If its owner has abandoned it and relinquished ownership, it is considered ownerless and may be acquired by taking possession of it. Precious items found underground are considered state-owned and do not fall under the rule of movable property that can be acquired by taking possession of it.

Explanation of Article 655

The article clarifies that treasures found in the land become the property of the landowner where they were discovered, unless it is proven that the treasure belongs to someone else; if this is proven, it must be returned to its owner, or to their heirs, or to the treasury of Muslims if the owner or their heirs cannot be identified.

Explanation of Article 656

The article clarified the ruling on the ownership of hunting on land and sea; therefore, the article decided that fish and land hunting that have no owner may be owned by seizing and possessing them, and it is not required that they be caught with a tool; rather, it is sufficient to capture them in any manner, unless there is another regulation for acquiring these animals; in which case, it is necessary to refer to and comply with that regulation.

Explanation of Article 657

The article clarifies the ruling on the ownership of land products; the products produced by the land, such as fruits and plants, become the property of the landowner, who has the right to dispose of them as he wishes.

Explanation of Article 658

The article stipulates that barren lands, which are lands without an owner and have not been previously developed, may be owned through reclamation in accordance with the applicable regulations, unless there is a prohibition from the ruler against their reclamation; in such cases, the prohibition of the ruler must be adhered to and not violated.

Explanation of Article 659

The article stipulates that a public river or public lake cannot be owned by appropriation; rather, it is public property for the general public, unless the public river or public lake dries up; in which case its ownership transfers to the owners of the land adjacent to it on both sides; the river is then divided between the landowners into two equal parts, unless there is another regulation that dictates otherwise; in which case it shall be applied.

Explanation of Article 660

The article stipulates that a private river, which is owned by a specific person, is the property of its owner, and no one may own the private river or its course under any circumstances. However, if the private river dries up, its ownership remains with its owner, unless the system provides otherwise.

Explanation of Article 661

The article stipulates that coastal lands cannot be owned by appropriation; rather, they are owned by the state, and the state may dispose of them as it sees fit for the public interest. As for the lands that are temporarily uncovered by sea waters, their ownership does not belong to the state; instead, their ownership remains with the owners of the adjacent lands, unless there is another regulation that dictates otherwise, in which case it shall be applied.

Explanation of Article 662

The article clarifies that any building or planting established on another's land becomes the property of the original landowner, as the building and planting are considered appurtenant to the land, and the ownership rules of the land apply to them. The landowner must pay the value of these structures and plantings as they stand, not uprooted, unless the parties agree otherwise.

Explanation of Article 663

The article clarifies that if a person constructs a building or plants using materials owned by others on his land, he becomes the owner of those materials because the structures are considered part of the land. He must pay their value to the owner, and the owner cannot demand their retrieval because they have become part of the land. If the owner of the materials suffers damage as a result of their use, he must be compensated for this damage, unless the parties agree otherwise.

Explanation of Article 664

The article clarifies that structures erected by a person on land owned by another in bad faith; the landowner owns them and has the right to request their removal at the expense of the person who erected them, or to keep them in exchange for compensation for their removal value, or by paying the higher of the two values: the value of the materials and labor costs, or the value of the increase in the land's price due to these structures.

Explanation of Article 665

The article stipulates that accession, which is the addition of something new to ownership, is considered a reason for acquiring ownership; the property that adheres to another property is owned by the owner of the original property. He must pay the value of this accession to its owner, unless the parties agree otherwise. This ruling applies to accession of movable to movable, movable to immovable, and immovable to immovable.

Explanation of Article 666

The article addresses three cases in which preemption is forfeited, and the causes of preemption forfeiture, as previously mentioned, cancel the preemption after it has been established; unlike the impediments to preemption, which prevent the establishment of preemption from the outset. The forfeitures mentioned in the article are:

The first case: The relinquishment by the preemptor of his right to preemption, whether this relinquishment is explicit or implicit, such as being a witness or mediator in the sale contract, and whether the relinquishment occurs after or before the sale.

The second case: If the preemptor does not inform the seller and the buyer of his desire to exercise preemption within ten days from the date of the notice directed to him by the seller or buyer requesting him to express his desire, as the system provides the seller and buyer with a means to ensure the stability of the contract and terminate the preemptor's right to exercise preemption, by having the seller or buyer notify the preemptor to ascertain his desire to exercise preemption or not.

The article clarified that the notice directed by the seller or buyer to the preemptor must include sufficient information about the buyer, the sale, the price, and the terms of the contract; so that the preemptor is sufficiently informed about the transaction to determine his desire to exercise preemption or not. If the notice includes the required information and ten days pass from the date of the notice without the preemptor informing the seller and buyer of his desire to exercise preemption, his right to preemption is forfeited, and his right is also forfeited if he informs one of them without the other.

If the seller or buyer does not direct a notice to the preemptor, or directs a notice that does not meet the required information, the notice is void; thus, this period does not apply to the preemptor.

Instead of directing a notice of his desire for preemption to the seller and buyer, the preemptor can file a preemption lawsuit directly; however, this must be done within ten days from the date of the notice directed to him for the lawsuit to serve as a notice of desire. If the buyer concedes at the start of the preemption lawsuit proceedings, the preemptor bears the lawsuit expenses if it is found that he hastened in filing it and it was unnecessary.

The article did not require a specific form for the notice directed by the seller or buyer to the preemptor, nor for the notice of desire directed by the preemptor to them; it can be in writing or verbally; and the burden of proof of issuing the notice or the desire lies with the one who issues it.

The third case: If the preemptor does not file a preemption lawsuit within thirty days from the date of the notice directed to the seller and buyer; if the preemptor informed the seller and buyer of his desire to exercise preemption within the specified period in the second case and his request was not granted, the preemptor must file a preemption lawsuit within thirty days from the date of this notice; otherwise, his right to preemption is forfeited.

The periods included in this article are forfeiture periods, not limitation periods; thus, the provisions of limitation regarding suspension or interruption do not apply to them.

Explanation of Article 667

The article addresses the statute of limitations in the pre-emption claim; it clarifies that the pre-emption claim is subject to a statute of limitations of one hundred and eighty days from the date of the sale contract registration. This period, unlike the two periods mentioned in the previous article (666), is a statute of limitations period, not a forfeiture period. Therefore, the rules of limitation apply to this period—i.e., the one hundred and eighty days—in terms of suspension, interruption, and other related matters.

It is clear from the provisions of articles (666) and (667) that the periods in pre-emption, whether they are forfeiture periods or limitation periods, do not fall outside of two scenarios:

The first scenario: If the seller or buyer notifies the pre-emptor of expressing their desire, this scenario does not fall outside of two assumptions: A- If the pre-emptor does not inform them of their desire for pre-emption, the forfeiture period for pre-emption is ten days from the date of notification. B- If the pre-emptor informs them of their desire for pre-emption and it is not granted to them, the pre-emption is forfeited if the lawsuit is not filed within thirty days from the date of notification.

The second scenario: If neither the seller nor the buyer notifies the pre-emptor of expressing their desire, the pre-emption claim is subject to a statute of limitations of one hundred and eighty days from the date of the sale registration.

Explanation of Article 668

The article clarified that the pre-emption lawsuit is filed against the seller or the buyer, and the pre-emptor may file the lawsuit against both. The pre-emptor must deposit the price with the entity specified by the Minister of Justice within fifteen days from the date of filing the lawsuit; this is to ensure the seriousness of the pre-emptor in exercising the right of pre-emption and to verify his ability to pay the price. The condition for pre-emption is that it must be at the price for which the pre-empted property was sold. The court, at its discretion, may not require the pre-emptor to deposit the entire price but may require him to deposit a part of it, as it deems sufficient to guarantee the seriousness of the pre-emptor and his ability to fulfill his obligations. If the pre-emptor does not deposit the entire price or the part determined by the court within fifteen days from the date of filing the lawsuit, his right to pre-emption is forfeited. This period, as is apparent, is a period of forfeiture, not a period of limitation; thus, suspension or interruption does not apply to it.

Explanation of Article 669

The article clarifies the time at which the preemptor's ownership of the sold property is established, and there are two scenarios:

The first scenario is when preemption is through litigation, in which case the preemptor's ownership of the preempted property is established from the time of the judgment affirming the preemption.

The second scenario is when preemption is by mutual agreement; in this case, the preemptor's ownership of the preempted property is established from the time the buyer acknowledges the preemptor's right, i.e., from the time the buyer accepts after the preemptor expresses their desire to exercise preemption.

Accordingly, the judicial ruling affirming preemption or the mutual agreement to it transfers ownership rather than reveals it; thus, the preempted property does not become the preemptor's property until after this ruling or agreement.

The benefit of determining the time of ownership is to arrange the effects of ownership from that time, including determining who is entitled to the fruits of the preempted property.

The article also pointed out the necessity of observing registration rules, so if the system requires registration for the transfer of ownership of the preempted property, then ownership does not transfer without it.

Explanation of Article 670

The article addresses the relationship between the preemptive right holder and the seller; it clarifies the legal position of the preemptive right holder towards the seller after confirming his ownership of the sold item. The preemptive right holder replaces the buyer in all rights and obligations towards the seller. As a result of this substitution, the buyer disappears from the transaction, and the preemptive right holder takes his place, transforming the sale from being between the seller and the buyer to being between the seller and the preemptive right holder. Thus, it is not viewed as a sale that was first concluded between the seller and the buyer, followed by a second sale concluded between the buyer and the preemptive right holder. Rather, it is a single sale concluded between the seller and the preemptive right holder, establishing a direct connection between them that made the preemptive right holder the buyer from the beginning by substituting the buyer in the direct right. Consequently, the seller's obligation to the preemptive right holder is direct in transferring ownership of the sold item, delivery, warranty against eviction and entitlement, warranty against hidden defects, and in all rights and obligations.

The article also clarifies that the preemptive right holder replaces the buyer in benefiting from the granted period for payment of the price, even if the seller does not agree to this, provided that the preemptive right holder offers sufficient guarantees to the seller, such as a mortgage or similar. The legislator considered this distinction between the buyer and the preemptive right holder by requiring the preemptive right holder to provide sufficient guarantees to benefit from the period, as the seller may place trust in the buyer that he does not place in the preemptive right holder, accepting to defer the price for the buyer but not for the preemptive right holder.

Explanation of Article 671

The article refers to the relationship between the preemptor and the buyer, and this relationship is broadly evident if the buyer has taken possession of the sold property before it is claimed by preemption. However, if the buyer has not yet taken possession of the property, the relationship between the preemptor and the buyer is very limited, appearing in minor matters that are almost confined to the buyer's recourse to the preemptor for the sale expenses. Yet, the buyer may take possession of the property from the seller and add to it from his own money or make constructions or plantings, thereby creating multiple relationships between the buyer and the preemptor due to the transfer of possession of the preempted property to the buyer and the existence of additions to it. This article clarifies the ruling on the increase and decrease in the preempted property and explains the rights and obligations of both the buyer and the preemptor.

The first paragraph clarifies the ruling if the buyer increases the preempted property with something from his own money or builds or plants in it before notifying the seller and the buyer of his desire to claim preemption. The buyer, when the preemptor claims preemption, has the option to require the preemptor to pay one of two values: The first: the amount the buyer spent on the increase, construction, or planting. The second: the amount by which the value of the preempted property increased due to the buyer's addition, construction, or planting. For example, if the property's value is three hundred thousand riyals, and the buyer plants trees costing him one hundred thousand riyals, making the property's value five hundred thousand riyals after the planting, and the preemptor claims preemption, the buyer has two options: either to take one hundred thousand riyals from the preemptor, the amount he spent on the planting, or to take two hundred thousand riyals from the preemptor, which is the value increase due to the planting. Undoubtedly, the buyer will choose the higher of the two values.

The second paragraph clarifies the ruling if the buyer increases the preempted property with something from his own money or builds or plants in it after notifying the seller and the buyer of his desire to claim preemption. The preemptor has two options: The first: to request the removal of the construction or planting at the buyer's expense and the restoration of the property to its original state, with compensation if warranted. The second: to retain the construction or planting, provided he pays the buyer one of two values: A- The amount the buyer spent on the increase, construction, or planting. B- The amount by which the property's value increased due to the buyer's addition, construction, or planting. Undoubtedly, the preemptor will choose the lesser of these two values.

It is noted in the provisions of the first and second paragraphs that the general rules of attachment were not applied in either case; rather, the buyer was treated more favorably in both compared to the good or bad faith improver there. The reason for this is that when the buyer builds or plants in the preempted property, whether before or after being informed of the desire for preemption, he is building or planting in a property he purchased, and he may believe, even after being informed by the preemptor of the desire for preemption, that the preemptor is not entitled to preemption.

The buyer's right to demand compensation from the preemptor for what he added to the preempted property in terms of increase, construction, or planting, as stipulated in the paragraphs, does not affect his right to recover all necessary expenses he incurred on the preempted property after taking possession of it from the preemptor, whether he incurred those expenses before or after being informed of the preemption, because after taking possession of the preempted property, the buyer is considered its possessor; and according to Article (677), the possessor recovers all necessary expenses he incurred.

The third paragraph clarifies the ruling if the preempted property decreases and distinguishes between two cases: The first case: if the decrease in the preempted property is not due to the buyer's action, or it is due to the buyer's action but before notifying the seller and the buyer of the desire to claim preemption, the preemptor can take the preempted property at its full price without any deduction for the decrease that occurred. The second case: if the decrease in the preempted property is due to the buyer's action after notifying the seller and the buyer of the desire to claim preemption, the preemptor can take the preempted property and deduct from its price the value of the decrease.

Explanation of Article 672

The article establishes the right of the preemptor to request the court to invalidate the legal transactions made by the buyer on the preempted property, such as sale or the creation of a usufruct right or any other real right, if these transactions were made after the preemptor informed the seller and the buyer of his desire for preemption. For instance, if the buyer arranges a mortgage on the preempted property after the preemptor has informed the seller and the buyer of his desire for preemption, the preemptor has the right to request the invalidation of the mortgage, thereby acquiring the property through preemption free of the mortgage, provided the conditions for preemption are met. This does not mean the creditor's right is lost; rather, he retains the right of priority over the proceeds received by the buyer from the sale of the property. It is evident from the contrary understanding of the article that the preemptor does not have the right to request the invalidation of the buyer's transactions if these transactions occurred before the preemptor informed the seller and the buyer of his desire for preemption.

Explanation of Article 673

The article addressed the definition of possession; it defined it as: the situation where a person has control over the possessed item, appearing as the owner. This means actual control over the item by performing physical acts that the owner usually does in exercising their ownership rights over that item. The possessor uses, exploits, and disposes of the item as an owner would. A person is considered a possessor of the item when they exercise the rights of the owner concerning that item according to its nature, such as inhabiting, cultivating, renting, securing, benefiting from it, or disposing of it through sale, gift, mortgage, and the like; whether this person actually owns the item or not. The phrase (appearing as the owner) does not mean that the intention behind these acts is to acquire ownership of that item; rather, it means that the possessor's intention in performing these acts is to act as the owner of the item, so that the physical acts they perform are intended to exercise the ownership rights of the item; they are intentional acts, yet they remain physical acts, not legal acts. Thus, it becomes clear that possession consists of a physical element, which is actual control, and a mental element, which is the possessor's intention to use the right for their own benefit, as if they were the rightful owner. Other real rights, like the right of usufruct or easement, are similar; a person is considered a possessor of the right of usufruct or easement, for example, if they use it as if they were the owner of that right, whether they have acquired that right or not.

Explanation of Article 674

The article clarified the effect of possession in acquiring ownership; it determined that the possession of a movable property is a presumption of ownership by the possessor, so the possessor of the movable is not required to prove their ownership.

Explanation of Article 675

The article addresses the concept of good faith in possession and how this attribute can be lost. The first paragraph clarifies the meaning of a possessor in good faith, stating that two conditions must be met:

The first condition: The possessor must be unaware that they are infringing on someone else's rights. This is a subjective criterion, such as when someone acquires ownership rights through sale, gift, inheritance, or other means, believing they have received it from a rightful owner; similarly, if a person is unaware that their use of another real right infringes on someone else's rights.

The second condition: The possessor's ignorance of infringing on someone else's rights must not stem from gross negligence. This is an objective criterion; if the possessor could have known the truth by exercising minimal diligence required by the circumstances, but neglected to do so in a manner considered gross negligence, they lose the attribute of good faith, even if they were unaware of the situation. Gross negligence is equated with bad faith because bad faith is a hidden matter that is difficult to prove; thus, gross negligence is considered evidence of it. For example, buying an expensive watch at a low price from a non-specialized vendor in luxury watches.

The end of the first paragraph states that the possessor's good faith is presumed, and anyone claiming bad faith must prove it, in accordance with the general rule: "The default in incidental attributes is non-existence."

The second paragraph explains that the attribute of good faith is lost by the possessor in two cases:

The first case is from the moment the possessor becomes aware of the defects in their possession title, meaning they have actual knowledge, not presumed, that their possession infringes on someone else's rights. They are considered in bad faith from the time of this knowledge. For instance, if they acquired ownership through a means such as a sale contract, gift, will, or preemption, and then discover a defect in the title by which they acquired this right, such as discovering the contract is void or that they received it from a non-owner, they lose the attribute of good faith from the time they become aware of this.

The second case is from the moment the possessor is informed in the lawsuit about the defects in their possession; they are considered in bad faith even if they believe their possession is valid and that the plaintiff's claim is unfounded.

Explanation of Article 676

It was previously explained in Article (674) that possession alone does not grant the possessor ownership of the possessed item. This article comes to establish the effect of possession in acquiring the fruits of the possessed item; particularly in cases where the owner demands the possessor to return the item in their possession through a claim of entitlement, or to return what was paid without right, or due to the invalidity of the contract, its annulment, or its suspension on a resolutory condition, or any other reason that would necessitate the return of the item to its owner. It also addresses the impact of the possessor's good or bad faith in acquiring the fruits, and the possessor's right to recover what they spent in producing those fruits.

The first paragraph clarifies that if the possessor is in good faith, they own the fruits they received during their possession with the intention of owning them. For example, if a building with income is allocated to a person as part of their share in an inheritance, and it turns out after three years that they are not an heir, in this case, the possessor does not own the item but is required to return it. However, they own the income received from the building due to their good faith and are not required to return it.

Good faith must be present at the time the possessor receives the fruits. If the possessor received the item from their predecessor, and the predecessor was in bad faith while the heir is in good faith, the predecessor's bad faith does not affect the heir's good faith. The heir owns the fruits they possessed after the predecessor's death as long as they were in good faith at the time of possession. However, the fruits possessed by the predecessor in bad faith must be returned to the owner, and if they were not returned during the predecessor's lifetime, they become a debt on the estate.

It is understood from this paragraph that a possessor in bad faith does not own the fruits they received during their possession.

The second paragraph explains that a possessor in bad faith, such as someone who possesses an inheritance knowing they are not entitled to it, or who seizes property, and so on, is required to return all the fruits they received, as well as the fruits they failed to receive, meaning the fruits the owner would have harvested if the item had been in their possession. The possessor in bad faith can recover what they spent on producing the fruits, including labor costs, seed value, expenses for activities carried out by the possessor to obtain the fruits, maintenance costs, and other expenses such as taxes and other fees. The possessor only returns the net value of the fruits to the owner after deducting expenses, otherwise, the owner would unjustly enrich themselves at the possessor's expense.

The third paragraph clarifies that the fruits resulting from the possessed item periodically and continuously are of three types:

The first type is natural fruits, which are those that occur without human intervention, such as grass and herbs that grow on the land without human work.

The second type is manufactured or industrial fruits, which are produced by human work, such as crops and honey.

The third type is civil fruits, which are the periodic and renewable income received by the investor of the item from others, such as rent from property and stock dividends.

This paragraph explains how the possessor acquires these fruits if possession is established and good faith is achieved as follows:

Natural and manufactured fruits are acquired by the possessor upon their separation and possession while in good faith at the time of separation and possession. It is not required that they have consumed or moved them to their place; ownership occurs merely by harvesting the crops.

As for civil fruits, the possessor acquires them day by day even if they have not been actually received, as long as the possessor remains in good faith. If possession ends and they have been advanced more than the periodic renewable income due on the day possession ends, they retain what was due until that day and return the rest to the owner.

This paragraph also clarifies that obtaining the benefit is treated like civil fruits, meaning it is the right of the possessor in good faith and is calculated day by day. If the possessor lived in a house that turned out to belong to someone else, the owner cannot demand the possessor pay rent for the time they stayed in the house as long as they were in good faith. However, anything beyond the day possession ends is the possessor's responsibility towards the owner and is calculated day by day.

Explanation of Article 677

The article refers to the rights of the possessor towards the owner concerning the expenses incurred by the possessor on the possessed item, whether these expenses are necessary, beneficial, or luxurious. The first paragraph clarifies the possessor's right towards the owner regarding the necessary expenses incurred by the possessor on the same possessed item, and it states that upon the owner's recovery of the property from the possessor, whether the possessor is in good faith or bad faith, the owner must reimburse the possessor for the necessary expenses incurred on the item; an example of necessary expenses is the essential repairs carried out by the possessor on the property to prevent its collapse.

The second paragraph clarifies the ruling regarding the beneficial expenses incurred by the possessor during his possession, such as if the possessed house consisted of one floor and the possessor added another floor. The article differentiates in the ruling between the possessor in good faith and the possessor in bad faith; for the possessor in good faith, the ruling of Article (652) applies, whereas for the possessor in bad faith, the ruling of Article (651) applies.

The third paragraph clarifies the ruling regarding the luxurious expenses incurred by the possessor, such as if the possessor spent on decorative improvements for the house. There is no difference in the ruling between the possessor in good faith or bad faith, as the article states that the owner is not obliged to reimburse the possessor for luxurious expenses. However, the possessor may remove what he has established with these expenses, provided he restores the item to its original state, and the owner may retain them in exchange for their removal value. If the possessor wishes to remove them and the owner requests to retain them, general rules apply; the default is to proceed with the possessor's request, as it is his property and he has the right to dispose of it, unless he is being unreasonable in his removal request, such as if the removal would destroy them, showing that he has no interest in the removal as long as the owner compensates him for their removal value and he did not intend anything but to harm the owner; his removal request is not accepted because that would be an abuse of the right.

Explanation of Article 678

The article refers to the consequences of the destruction or damage of the possessed item, whether the possessor is in good faith or bad faith. The first paragraph clarifies that a possessor in good faith is not responsible for any reduction in the possessed item due to his use, as long as his use is like that of an owner, which is the usual use by an owner in his property. The possessor in good faith is not required to compensate the owner for the destruction or damage to the item except in one case, which is if the possessor gains a benefit from that destruction, such as compensation; in that case, the compensation is for the owner of the item and not the possessor. If the possessor receives it, he is responsible to the owner for the amount of this compensation.

The second paragraph clarifies that a possessor in bad faith is responsible for bearing the consequences of the destruction or damage of the item, whether the destruction or damage is due to the possessor's fault or due to a cause beyond his control. Possession in bad faith is a fault in itself that necessitates bearing the consequences, except for one case; which is if the possessor in bad faith proves that the item would have been destroyed or damaged even if it were under the owner's control, such as if someone seized the owner's car and then an irresistible force like a hailstorm destroyed the village's cars, including the possessor's and the owner's cars. However, if the car in the possessor's control is destroyed due to an irresistible force occurring in his area but not in the owner's area, the possessor in bad faith is responsible and must compensate the owner, even though the destruction is due to an external cause, because mere possession of the item in bad faith is considered a fault that caused damage, thus requiring compensation.

Explanation of Article 679

The article defines the right of usufruct as an original real right derived from the right of ownership, granting its holder the right to use and exploit something owned by another as if the owner himself were using and exploiting it, provided it is preserved. Anything that can be the subject of ownership can also be the subject of usufruct, whether it is intangible, like copyright and patent rights, or tangible, such as real estate like agricultural lands and mines, or movable like cars. The article outlines the three characteristics specific to the right of usufruct:

The first characteristic: The right of usufruct is a real right, not a personal one, distinguishing the usufructuary's right from that of a lessee. Although both involve the use and exploitation of the thing, the lessee's right is personal, not real. Consequently, the owner is not obligated to enable the usufructuary to benefit from the usufruct as a lessor is to a lessee; rather, the owner is only required not to interfere with the usufructuary's exercise of his right. Therefore, if the property needs repairs, the owner is not obliged to carry them out under the right of usufruct, unlike in a lease.

The second characteristic: The right of usufruct is temporary, not permanent like ownership. The temporariness of the right of usufruct is due to its nature, as it is derived from ownership, where the elements of ownership are divided, allowing for the disposition of the benefit, as well as exploitation and use, but not permanently. Therefore, the right of usufruct must have a term, ending with the expiration of its temporary term, whether specified, ending with the specified period, or unspecified, ending with the death of the usufructuary, as will be detailed.

The third characteristic: The right of usufruct applies to a non-consumable item, as evident from the text of the article: using and exploiting something owned by another, implying the use and exploitation of the usufruct item and then returning it to its owner after the usufruct term ends. Thus, the item must remain non-consumable. There is a clear difference between an item that is consumed by use and one that wears out over time, like furniture and cars, and the right of usufruct applies to the latter, not the former. However, this matter will be detailed in the explanation of Article (688).

Explanation of Article 680

The article clarified that there are three reasons for acquiring the right of usufruct:

The first reason: legal disposition. Legal disposition is considered one of the reasons for acquiring the right of usufruct, whether the legal disposition is bilateral, such as a contract, or unilateral, such as a will. The rules of that disposition apply to the legal disposition that grants the right of usufruct. If the right of usufruct is acquired through sale, the rules of sale previously stated in the second section (named contracts, taking into account the general rules of contracts provided by the system in the first section in accordance with the nature of the right of usufruct) apply. The same applies if the right of usufruct is acquired through a gift contract, barter, or other contracts. The right of usufruct may also be acquired through a will, in which case the rules of wills in the Personal Status Law apply.

The second reason: inheritance. Inheritance is considered a legal event that occurs and becomes a reason for acquiring the right of usufruct, provided that the right of usufruct is for a specified period. If the usufructuary acquires the right to usufruct for thirty years, for example, and then dies after ten years, the right of usufruct transfers to his heirs for the remaining period. However, if the right of usufruct is not for a specified period, it ends with the death of the usufructuary, as it is assumed that the agreed period of usufruct is the death of the usufructuary. This will be explained in detail when explaining Article (690), and the rules in the Personal Status Law apply to the right of usufruct due to inheritance.

The third reason: pre-emption. Pre-emption is considered a reason for acquiring the right of usufruct among partners in common ownership of the right of usufruct on real estate. The condition for pre-emption is that the pre-emptor is a partner in common ownership; there is no pre-emption for the owner of the land if the usufructuary sells the right of usufruct associated with it, nor for the usufructuary if the land associated with his right of usufruct is sold, due to the absence of partnership between them. Pre-emption is only among co-usufructuaries in the right of usufruct on real estate if one of the partners sells his share of the right of usufruct; the other partners have the right to acquire his sold share by pre-emption under its conditions and rules specified in the reasons for acquiring ownership.

Explanation of Article 681

The article clarified that the rights and obligations of the beneficiary are governed by two matters: The first matter: The rights and obligations of the beneficiary as determined by the instrument establishing the usufruct right, whether the instrument establishing the usufruct right is a contract, a will, or pre-emption in the sale contract in which pre-emption is involved. For example, if the instrument establishing the usufruct right is a sale, the provisions of the sale apply to this transaction, with the rights and obligations it entails for the seller and buyer of the usufruct right. If the usufruct right is inherited, this right in its rights and obligations is subject to the instrument establishing the usufruct right for the predecessor. The second matter: The rights and obligations of the beneficiary mentioned in this section. It is worth noting that what is found in the instrument establishing the usufruct right takes precedence over what is included in this section of provisions unless they are of public order; because the original assumption is that the provisions mentioned in this section are not of public order; thus, the instrument establishing the usufruct right may contain provisions that differ in determining rights and obligations. The obligations of the beneficiary mentioned in this section are contained in articles (683 - 688), while his rights are included in article (682) and what was previously mentioned in the definition of usufruct right in article (679) that the usufruct right grants the beneficiary a real right in the usufruct object, allowing him the right to use and exploit it without the right to dispose of its corpus; this is retained by the owner of the corpus for himself; and the beneficiary's real right to use and exploit the usufruct object grants him the authority to manage it, and to dispose of this right - i.e., the usufruct right without the corpus - in all types of dispositions, and to undertake all necessary legal actions. Accordingly, the usufruct right grants the beneficiary the following rights:

1. To use the usufruct object; the beneficiary may use the usufruct object as the owner uses his property, provided that he maintains it.
2. To exploit the usufruct object; this distinguishes the usufruct right from the right of use and the right of residence; in the latter two, the right holder is not allowed to exploit the object, and exploitation may be direct, such as the beneficiary cultivating the agricultural land, or indirect, such as renting the house for residence or the land for agriculture.
3. To benefit from the fruits of the usufruct object, as will be detailed in article (682).
4. To perform the necessary administrative acts for this usufruct; such as leasing the usufruct object, provided that it does not exceed the usufruct period, collecting the rights he has the usufruct right over, selling agricultural crops, and the like.
5. To dispose of the usufruct right without the corpus - in all types of dispositions; he may transfer the usufruct right to others, whether for compensation or as a gift, he may sell it, barter it, make it a share in a company, use it to settle a debt, or gift it, observing the formality in the gift contract, or bequeath it if the usufruct right is for a specified period. If the beneficiary transfers the usufruct right in any of the aforementioned ways, this does not result in the termination of the usufruct right; rather, the second beneficiary becomes the owner of the usufruct right itself, having all the rights of the first beneficiary, and the first beneficiary remains obligated to his obligations towards the owner and these do not transfer to the second beneficiary. If the usufruct right is not for a specified period, it ends with the death of the first beneficiary, not the second beneficiary; rather, the right transfers to his heirs.
6. To mortgage the usufruct right or arrange another subordinate real right such as a privilege, and the mortgagee creditor can only seize the usufruct right itself without the corpus.
7. To initiate lawsuits related to this right; such as a lawsuit to protect his possession of the usufruct property, as well as lawsuits related to the rights included in this right, such as rights arising from his exploitation of the usufruct object, allowing him to demand these rights from debtors, and to demand guarantees for these rights.

Explanation of Article 682

The article clarified that the fruits of the usufructed item belong to the usufructuary during the period of usufruct. However, before or after the usufruct period, they do not belong to the usufructuary, whether the fruits are civil, like the rent of a house, industrial, like crops, or natural, like livestock produce.

The method of calculating the usufructuary's right to the fruits of the usufructed item during the usufruct period varies depending on the type of fruits as follows:

-1- If the fruits are civil, like the rent of a house, the usufructuary is entitled to the fruits throughout the usufruct period. If the usufruct period ends before the periodic due date for entitlement, the usufructuary has the right to the fruits in proportion to the duration of his usufruct. For example, if the usufructuary is entitled to the rent of the property at the end of each month, and the usufruct ends on the tenth day of the month due to the death of the usufructuary in an indefinite usufruct, the usufructuary is entitled to a proportionate share of the fruits for the duration of his usufruct, which is ten days of the month.

2- If the fruits are industrial, like those obtained from farming land, there are two possibilities: A- If the usufructuary has harvested the fruits, in this case, the usufructuary is entitled to the fruits whether he prepared the land from the beginning or took it as a usufruct from the owner after the owner prepared it. The reason for the usufructuary's entitlement is that the fruits were considered by both the owner and the usufructuary when estimating the compensation for the right of usufruct. B- If the usufructuary has not harvested the fruits, this situation is addressed in the second paragraph of Article (690), which will be explained when discussing that article.

-3- If the fruits are natural, like the milk and wool of livestock, they end with the end of the right of usufruct and then immediately revert to the owner of the property.

This ruling, as determined by the article regarding the usufructuary's entitlement to the fruits of the usufructed item during the usufruct period only, is restricted by the absence of a specific legal provision to the contrary, as indicated in the second paragraph of Article (690), or the existence of an agreement between the usufructuary and the owner on how to distribute the fruits among them contrary to what the article stipulates. These provisions are not of public order, so it is permissible to agree otherwise, and such agreements apply between the parties as long as they meet the general conditions for the validity of obligations.

Explanation of Article 683

This article, up to Article (688), outlines the obligations of the beneficiary towards the owner; it revolves around the obligation stated in Article (685), which is the necessity to preserve the object being benefited from. These obligations are imposed by the system due to the existence of the usufruct object in the hands of the beneficiary to benefit from it; thus, the source of these obligations is the system. Other obligations may arise based on the document establishing the usufruct right from a contract or a will; the source of those obligations would be that document. It is worth noting that the beneficiary may have other obligations towards the transferor who transferred the usufruct right if the beneficiary did not receive the right directly from the owner. This article outlines the first obligation of the beneficiary towards the owner, which relates to the limits of benefiting from the usufruct object; it obliges the beneficiary to benefit from the usufruct object according to what is agreed upon between the beneficiary and the owner of the corpus. The owner has the right to stipulate conditions aimed at preserving the usufruct object or similar purposes, which are binding on the beneficiary. However, conditions stipulated by the owner that lead to emptying the usufruct right of its content and result in depriving the beneficiary of their right to benefit are void unless they are for a reasonable period and intended to protect a legitimate interest, applying the provisions of the condition prohibiting disposition in Article (617). The paragraph also clarifies that in the absence of an agreement on how the beneficiary should benefit from the usufruct object and its limits, the beneficiary must benefit according to the usual benefit based on an objective standard, which is the nature of the object subject to usufruct and its intended purpose. If the usufruct object is agricultural land, the benefit would be in cultivating it or leasing it and selling the usufruct right and the like. If it is a residential apartment, it would be in residing in it or leasing it and selling the usufruct right and the like. The second paragraph of the article outlines the owner's rights as a consequence of the beneficiary's breach of this obligation; this is in case the beneficiary uses the object in an unlawful manner or inconsistent with the nature of the usufruct object, such as if the usufruct right pertains to a private vehicle for riding and is used for transporting equipment, or on a residential property and is used for manufacturing materials for their commercial activity, or if a condition is stipulated not to benefit from the usufruct right in a specific matter for an apparent interest and this condition is violated; the article states that in such cases, the owner has the following: A- The owner has the right to object to any unlawful use or use not consistent with the nature of the usufruct object. B- The owner has the right to demand the beneficiary provide guarantees such as a mortgage or guarantor to ensure compensation for any damages that may result from this use, provided the owner proves that their rights are at risk due to this use. C- The court, at the owner's request, has the right to remove the usufruct object from the beneficiary and hand it over to someone who will manage it in two cases: 1- If the beneficiary does not provide guarantees. 2- If they continue to misuse it, whether they provide guarantees or not. The court, at the owner's request, if it sees serious misuse to the extent that requires a more severe measure, may rule to terminate the usufruct right, depriving the beneficiary of the remaining period of benefit. However, the paragraph states that in this case, the rights of others, such as the mortgagee, must be considered. If the usufruct right is mortgaged and the usufruct right returns to the owner, the usufruct right for the remaining period will be encumbered by the mortgage, and the mortgagee creditor may seize the usufruct right but not the ownership right.

Explanation of Article 684

The article addresses another obligation of the beneficiary towards the owner; which is his obligation to cover the usual expenses. In this regard, the article clarifies the types of expenses related to the usufruct item and who is responsible for them, as follows: First: The usual expenses required for the preservation of the usufruct item and maintenance works, such as expenses for obtaining its yield, management expenses, and specified fees on the usufruct item like taxes and the like; these usual expenses are the responsibility of the beneficiary, who must undertake them as they are necessary for the preservation of the usufruct item. Second: Unusual expenses, which are expenses imposed on the item not as a matter of routine, and major repairs which are necessary for the survival of the usufruct item, such as the debt secured by a mortgage on the usufruct property burdened by the mortgage, and the like; these expenses are the responsibility of the owner of the property, but he is not obliged to undertake them, as the owner is not required to do anything in his property, nor is the beneficiary obliged to cover them as they are not his responsibility. However, the beneficiary or the owner may undertake these expenses, and the ruling is as follows: If the beneficiary covers these expenses, he has the right to recover them from the owner at the end of the usufruct right; so that the owner does not unjustly enrich himself. If the owner covers the unusual expenses during the usufruct right, he does not have the right to claim them from the beneficiary; because what he paid was in his property. It is needless to say that the beneficiary is obliged to cover the unusual expenses and major repairs that arise from his fault, and the rules established for harmful acts apply to him. The rules established in this article are not of public order; it is permissible to agree otherwise; such as agreeing that all usual and unusual expenses be on one of them, or agreeing that tax fees be on the owner or that major repairs be on the beneficiary.

Explanation of Article 685

The article clarified another obligation of the beneficiary towards the owner; which is his obligation to exercise the care of an ordinary person in preserving the object of benefit. Two points can be derived from what the article established: The first point is that the beneficiary is required to exercise care, not to achieve the goal; accordingly, the latter part of the article decided that if the object of benefit perishes or is damaged without the beneficiary deviating in preserving the object of benefit from the limits of the ordinary behavior of a typical person, he shall not be responsible or liable for compensation; the fault here is not presumed on the beneficiary; rather, it is upon the owner to prove the beneficiary's deviation in preserving the object of benefit from the behavior of an ordinary person. The second point is that the standard of care required from the beneficiary is the care of an ordinary person; not the care of someone like him, whether he obtained the right of benefit for compensation or as a gift; so if his care is higher than that of an ordinary person, he is not obliged to exercise more care than that of an ordinary person, and if his care is less than that of an ordinary person, he is not allowed to lower his care in preserving the object of benefit below that of an ordinary person.

Explanation of Article 686

The article addresses another obligation of the beneficiary under the usufruct right towards the owner, which is the obligation to return the usufruct item to its owner after the usufruct period has expired. Breaching this obligation is considered a deviation from exercising the necessary care in preserving the usufruct item by the beneficiary as stated in Article (685). This deviation by the beneficiary from his obligation requires compensation in the event of destruction or damage, even if the destruction or damage is due to a cause beyond the beneficiary's control, because the delay in delivering the usufruct item is a fault in itself that necessitates compensation. However, the article exempts one case: if the beneficiary proves that the usufruct item would have been destroyed or damaged even if it had been returned to the owner, such as if the beneficiary delayed in delivering the usufruct car and an act of God, like hail from the sky or floodwaters, inundated the village and destroyed all the cars in the village, including the usufruct car and the owner's other cars. However, if the usufruct car was damaged due to an act of God that occurred in the beneficiary's area but not in the owner's area, the beneficiary is responsible and obliged to compensate the owner, even though the destruction was due to an external cause beyond his control, because merely delaying the delivery of the usufruct item is considered a fault that caused damage, thus necessitating compensation.

The article does not require the owner to notify the beneficiary or demand the return for the beneficiary to bear the consequences of destruction or damage in case of non-return, contrary to the established principle in personal rights in Article (662). The source of this obligation, as previously mentioned, is the system, since the usufruct item is in the possession of the beneficiary. This ruling aligns with what is stated in Article (687) regarding the rules of possession, where the possessor bears the consequences of destruction or damage if he is in bad faith, without the need for a warning from the owner. The beneficiary, if he delays in delivering the usufruct item, is considered a possessor in bad faith.

Explanation of Article 687

The article addresses another obligation of the beneficiary towards the owner, which is the obligation to inform the owner in certain situations to preserve the owner's right in the object being benefited from and the consequence if he fails to do so. Upon reflection, it is noted that the common element among those matters that the beneficiary must inform the owner about is that they pose a threat to the object being benefited from. The beneficiary's fulfillment of this obligation stipulated in this article is an extension of the general obligation stipulated in Article (685) to exercise the care in preserving the object being benefited from that a normal person would exercise. A deviation from exercising care is considered not informing the owner of the danger threatening the object being benefited from. The article has limited the matters that the beneficiary must inform the owner about to three matters:

A- If a person seizes the object being benefited from or a third party claims a right to it, such as theft of the object being benefited from, or its usurpation, or the state taking it, or a person claiming ownership of it or any real right over it.

B- If the object being benefited from perishes, is damaged, or requires substantial repairs, the costs of which are borne by the owner according to what was explained when explaining Article (684).

C- If the owner needs to take action to avert a hidden danger. The hidden danger refers to anything that could harm the object being benefited from in the future and is not apparent at present; such as a slight water leak, or a slight crack, which does not affect the safety of the building during the beneficiary's period of use. However, it poses a threat to the safety of the building in the future if not addressed at present; if the beneficiary does not inform the owner of this danger, the penalty outlined in the second paragraph applies. The reason for this is that the object being benefited from is in the hands of the beneficiary, and the owner is not required to carry out necessary repairs during the period of use; it is possible for the beneficiary to become aware of hidden dangers unknown to the owner and for which the owner has no means of knowing; hence, it is obligatory for the beneficiary to inform the owner about them. The concealment here refers to relative concealment concerning the owner, not the beneficiary; it is hidden from the owner under normal circumstances and apparent to the beneficiary under normal circumstances; however, if the danger is absolutely hidden, making it impossible even for the beneficiary to know about it, the beneficiary is not responsible for it.

The second paragraph clarified the penalty resulting from the beneficiary's failure to fulfill his obligation to inform in the cases mentioned in the first paragraph within a reasonable period, which is the owner's right to compensation. This is according to the rules of damage; it is not sufficient for the owner to deserve compensation merely because of the beneficiary's error in not informing within a reasonable period; the owner must prove the damage he suffered and that it was due to the beneficiary's failure to fulfill his obligation to inform; the elements of error must be present.

The article did not stipulate a specific form for informing the owner; it can be by any means that achieves the notification, whether in writing or orally, whether by ordinary or digital means or otherwise, and the burden of proving that he has informed lies with the beneficiary.

Explanation of Article 688

The article addresses another obligation of the beneficiary concerning the situation where there are consumable items with the usufruct object. It has been clarified in the explanation of Article (679) that the principle of usufruct rights is that they pertain to non-consumable items, as the beneficiary is obliged to return the usufruct object itself to the owner upon the termination of the usufruct right. Therefore, the usufruct object must remain non-consumable during the usufruct. Consumable items such as money, food, and drink are naturally unsuitable to be returned in their original form. However, this principle may have an exception, where consumable items are subject to usufruct rights as an accessory, not independently. The first paragraph refers to this observation with its text "if there are consumable movables with the usufruct object," where the word "with" here indicates accessory. For example, if a person bequeaths to another the right of usufruct in part of their estate, and it includes consumable items, or grants the beneficiary the right of usufruct over a house with its contents, and among the contents are consumable movables like food and drink, the usufruct right can validly apply to them as an accessory. If the usufruct right is established in this manner, the beneficiary may consume the consumable movables. The first paragraph clarifies the ruling if there are consumable movables with the usufruct object, stating that the beneficiary may consume them, but they have an obligation towards the owner to return the equivalent of the consumed item after the usufruct right ends. The equivalent of the item is either its like or its value, and the choice here belongs to the beneficiary according to what they see as serving their interest, without the owner having the right to object to the beneficiary's choice, provided that the beneficiary does not abuse the right granted to them. It appears from this that what transfers to the beneficiary in consumable items is not merely usufruct, but a full ownership right that allows the beneficiary to consume the item, provided that they return its like or value at the end of the usufruct right; meaning that the ownership of the item, both corpus and usufruct, transfers to the beneficiary, and the owner becomes merely a creditor for the like or value of the item. Therefore, this right is referred to in legal doctrine as a "quasi-usufruct right," which differs from the usufruct right that pertains to non-consumable items where the owner retains the corpus. The second paragraph clarifies that if the usufruct right is not for a specified duration and ends with the death of the beneficiary, or ends with the expiration of its term and the beneficiary dies before returning the consumable movables to the owner, the value of these movables becomes a debt on the beneficiary's estate to be settled from it before distribution to the heirs.

Explanation of Article 689

Articles (689) - (693) address the reasons for the termination of the right of usufruct; this article explains the first reason for the termination of the right of usufruct, which is the unification of the qualities of the owner and the usufructuary. This occurs when the right of usufruct is transferred to the owner or the ownership is transferred to the usufructuary, whether by contract, inheritance, will, preemption, or any other means of acquiring the right. In both cases, the right of usufruct ends, and full ownership is established either for the usufructuary or the owner. This is an application of the general rule regarding the extinction of obligation by the unification of the estate as stated in Article (289). If a

Explanation of Article 690

-1- The right of usufruct ends when the designated term expires; if no term is designated, the right ends upon the death of the usufructuary. -2- If the right of usufruct ends due to the expiration of the term or the death of the usufructuary in accordance with the provisions of paragraph (1) of this article and the land subject to usufruct is occupied by the usufructuary's crops; it continues

Explanation of Article 691

The article addresses the fourth reason for the termination of the usufruct right, which is the destruction of the usufruct object.

The first paragraph establishes the general principle in this regard, which is that the destruction of the usufruct object leads to the termination of the usufruct right due to the absence of its subject. The destruction referred to here is total destruction, whether it is physical, such as the collapse of a building, damage to a machine or car, or the burning of the usufruct object, or legal, such as a decision to expropriate the usufruct object or a ruling invalidating the transaction through which ownership of the usufruct object was transferred to the owner.

If the destruction is partial, a distinction is made based on whether the remaining part is usable independently of the destroyed part. If it is not usable independently, the usufruct right ends entirely. However, if the remaining part is usable, the usufruct right continues, as in the case where a building is destroyed but the adjoining garden remains and is usable independently. The right remains on the garden, and the rules of total destruction apply to partial destruction in terms of bearing the consequences, whether the destruction is caused by a third party, the owner, the usufructuary, or due to force majeure.

After establishing the general principle that the usufruct right ends with the destruction of the usufruct object, the article provides details considering the cause of the destruction and whether compensation was paid or not, and the possibility of restoring the usufruct object after its destruction. Considering these factors, the destruction of the usufruct object falls into four cases:

First case: If the destruction occurs without the act of the owner or the usufructuary and does not result in compensation, such as when the usufruct object is destroyed due to force majeure, the usufruct right ends due to the absence of the subject and the impossibility of execution. The owner is not obliged to restore the usufruct object to its original state, but if the owner restores the object, the usufruct right returns to the usufructuary.

Explanation of Article 692

Article five outlines the fifth reason for the termination of the usufruct right, which is the relinquishment of the usufructuary to the owner of the property. This relinquishment can occur through the unilateral will of the usufructuary, without requiring the owner's acceptance. It can also occur through the mutual agreement of both the usufructuary and the owner. Furthermore, the relinquishment may be gratuitous or in exchange for compensation, such as when the usufructuary and the owner agree that the usufructuary will relinquish the right of usufruct in return for a monetary amount.

In all the aforementioned cases, no specific form is required to express the will to relinquish; it can be done in writing or verbally, and it can be explicit or implicit, inferred from the circumstances.

The article clarifies that the relinquishment of the usufructuary does not affect two matters:

The first matter: The obligations that have been established on the usufructuary towards the owner, such as the obligation to cover routine maintenance expenses during the usufruct, or compensation to the owner due to misuse of the usufruct right. The relinquishment does not affect the discharge of these obligations, as it does not have a retroactive effect.

The second matter: The rights of third parties, such as a creditor holding a pledge on the usufruct right. The pledge remains valid despite the relinquishment, and the usufructuary's creditor can challenge the effectiveness of the relinquishment if it would cause the usufructuary's debts to exceed their assets, as outlined in the action for the ineffectiveness of the debtor's dispositions against their creditors.

It is important to note that the termination of the usufruct right through the unilateral will of the usufructuary is only applicable if the document establishing this right does not include an agreement to the contrary. If there is an explicit or implicit agreement that the usufructuary cannot relinquish the right unilaterally, then they are not permitted to do so. An implicit agreement may be established if customary practice dictates otherwise.

Explanation of Article 693

The article clarified the statute of limitations for the right of usufruct; a claim for the right of usufruct will not be heard if it has not been used for a period of ten years. The calculation of this period begins from the date of cessation of the use of the right of usufruct. If the period lapses, the right of usufruct ends, and the right reverts to the owner of the property, and the usufructuary loses the right of usufruct due to the statute of limitations. Thus, the statute of limitations that extinguishes the right of usufruct is considered the sixth reason for the termination of the right. All the provisions mentioned in the first section of this system regarding the non-hearing of the claim, such as suspension, interruption, and the court not ruling on the statute of limitations on its own, and other provisions, apply to the statute of limitations here.

Explanation of Article 694

The article clarifies that the holder of the usufruct right, whether the owner or the beneficiary, has the right to limit this right to use only or to the right of habitation only. The right of use is a real right derived from the usufruct right, established for a person over something owned by another, allowing the holder of this right to use the thing for himself and his family. As for the right of habitation, it is a branch of the right of use, as it is limited to a specific type of use, which is habitation. It is inferred from this that the right of habitation can only be on real estate, unlike the rights of usufruct and use, which can be on both real estate and movable property.

Explanation of Article 695

The article clarified the scope of the rights of use and habitation as being limited to what the right holder and his family need for themselves alone, excluding others. If the owner bequeaths a person the right to reside in his building consisting of four apartments, the right holder must adhere to two obligations:

The first obligation: The right holder may not house anyone other than his family with him.

The second obligation: The right holder may only reside in as much space as is sufficient for his and his family's residence. If one apartment is sufficient for him, he is not entitled to reside in more than one apartment.

The reference for determining what is meant by family and the amount of space in which the right holder and his family reside depends on two matters:

The first matter: What is stipulated in the document establishing the rights of use and habitation.

The second matter: What is customary if the document establishing the right does not specify that. It is customary that the family includes all those whom the person supports and takes care of, including the wife, dependent children, parents living under his care, the orphan whom the right holder has undertaken to foster, and also servants.

It is also customary that an apartment with, for example, two rooms is not sufficient for ten people.

Explanation of Article 696

The article clarified the most prominent characteristic of the rights of use and habitation, which is that these rights cannot be transferred to others, whether for compensation such as leasing, or without compensation such as lending. The reason for the non-transferability is that these rights are established to meet the needs of the beneficiary and their family only, not others. For example, if the owner of a car grants someone the right to use it, the holder of the right of use cannot transfer this right to others, and any transfer issued by the holder of the right of use or habitation is void because it is an unlawful act on a subject that cannot be transferred.

The article also clarified that the rights of use and habitation can be transferred in two cases. The first case is if there is an explicit condition in the deed establishing the right of use or habitation that allows the holder of the right to transfer it to others. In this case, the holder of the right may transfer the right, observing the limits mentioned in the condition. For example, if the owner of the item allows the holder of the right to transfer the right to others without compensation, they cannot transfer it for compensation. If they are allowed to transfer it for a period not exceeding a month, they cannot exceed that period.

It is noted that the article stipulated that the condition allowing the transfer must be explicit. The implication of the term "explicit" is that if the condition is not explicit, it is not considered, even if the circumstances suggest it. The condition allowing the transfer does not need to be at the beginning of the right of use or habitation. For instance, if the owner, during the right of habitation, permits the holder of the right to transfer it to others, the condition is valid because it becomes part of the deed establishing the right.

The second case is if there is a necessity that requires the transfer of the right of use or habitation to alleviate hardship and embarrassment for the holder of the right and their family. The right of habitation may be transferred if there are strong justifications for it, such as if someone bequeaths a right of habitation to a person and their family, and then the house becomes severely cramped for them, or if the holder of the right moves to another country and does not have sufficient financial means to provide alternative housing.

Explanation of Article 697

The article establishes a general principle for the rights of use and habitation, which is the application of the provisions of usufruct rights to the rights of use and habitation in all matters not specifically provided for, provided that it does not conflict with the nature of these two rights. It is clear from this that the causes of the rights of use and habitation are the contract and the will, excluding preemption, because preemption requires the sale of the preempted property, and the aforementioned rights cannot be sold. The obligations of the holder of the rights of use and habitation are the same as those of the usufructuary, except that the right of habitation does not allow the court to seize the house from the holder of the right of habitation and hand it over to a trustee, as is done in the case of usufruct. Creditors cannot seize these two rights because they are not subject to seizure or transfer. Both the rights of use and habitation terminate in the same manner as the right of usufruct.

It should be noted that the provisions applicable to improvements and buildings erected by the holder of the right of habitation on the house subject to that right are the same as those applicable to buildings erected in good faith on another's property, as previously stated in the provisions of accession.

Explanation of Article 698

The article refers to the provisions related to endowments and that its provisions are subject to what is stipulated in the specific statutory texts.

Explanation of Article 699

The article mentioned the definition of the right of easement, and from this definition, it is clear that the right of easement is a real right that includes three essential elements:

• The first element is the dominant property, also called the served property, which is the property for whose benefit the right of easement is established. This right is considered an accessory to the property and transfers with it to any party it is transferred to.
• The second element is the servient property, which is the property upon which the right of easement is established, also called the serving property. This property has the right of easement established upon it, limiting its benefit for the advantage of the dominant property. The servient property must be owned by a person other than the one who owns the dominant property; there cannot be an easement between two properties if they are owned by the same person, even if one is designated to serve the other, such as for passage or water flow or irrigation. This remains a use of the right of ownership and not the creation of an easement right.
• The third element is that the servient property provides the dominant property with a benefit that limits the benefit of the first property. Examples of such benefits include passage, flow, or drainage. The benefit does not have to be immediate; it can be future, such as an easement right established on a property during ownership procedures, where the owner of the dominant property agrees with the person who will own the property that they will have a right of passage upon acquiring it. From this definition, it is clear that the right of easement does not apply to movables; the benefit imposed by the right of easement must be imposed on a property and for the benefit of a property. The benefit cannot be imposed on a person or for the benefit of a person; the right of easement, like any other real right, is a direct authority exercised by the holder of this right over the servient property without the mediation of the owner of that property. The owner does not have a personal obligation towards the owner of the dominant property unless it is an act required for the customary use of the easement. If the property owner has a personal obligation towards the owner of the dominant property, it is not by virtue of the right of easement but by a personal obligation; this obligation does not transfer with the property if its ownership is transferred. On the other hand, if the benefit established is for a personal interest of the owner of the dominant property unrelated to the interest of the property, it is not an easement right; for example, if a right is established for the owner to use a warehouse built on their neighbor's land.

Explanation of Article 700

The article clarified the general reasons for acquiring the right of easement, which are:

• The first reason: legal disposition, legal disposition is considered one of the reasons for acquiring the right of easement; it grants the right of easement initially or by transfer; as follows: A- Legal disposition, whether bilateral, which is the contract, or unilateral, which is the will, grants the right of easement initially; either by creating the right or retaining it; an example of acquiring the right of easement initially by creating the right is when the owner of the dominant property arranges on his property a right of easement for the benefit of another property owned by another owner in exchange for a monetary amount, and an example of acquiring the right of easement initially by retaining the right is when a person sells part of his land and stipulates to the buyer the right of passage over the sold part for the benefit of the remaining land. The formal and substantive rules related to the type of legal disposition apply to this disposition. B- Legal disposition also grants the right of easement by transfer; this includes the contract and the will; as well as preemption; every reason for acquiring ownership in real estate can be a reason for acquiring the right of easement, except for those that do not suit the nature of the right of easement, which is adhesion; because the right of easement follows the property disposed of; if it is permissible to acquire ownership of the property by preemption, then the preemptor owns accordingly the easement rights established for that property.

• The second reason is inheritance, inheritance is considered a legal event that occurs to be a reason for acquiring the right of easement, and inheritance grants the right of easement by transfer, as it is inconceivable to grant the right of easement initially, so if the property is transferred by inheritance, the right of easement is also transferred by inheritance.

In addition to the general reasons for acquiring the right of easement, the right of easement may be acquired by a specific legal provision that establishes a right of easement on a property for the benefit of another property; the source of acquiring this right is that legal provision which clarifies its rules; such as some statutory easement rights outlined in this section.

Explanation of Article 701

The article refers to the situation where an easement right is established by the owner's allocation; if the owner owns two separate properties and establishes an easement right on one to serve the other property, the original owner has allocated an easement right on this property. If there is a visible sign of this service, the easement right transfers if the ownership of the two properties or one of them changes so that the properties become owned by different owners while remaining in this state, thereby creating an easement right. The reason for the creation of the easement right is the implicit agreement between the different owners of the two properties, and the implicit agreement is nothing but a contract, i.e., a legal act. Thus, the easement that arose from the original owner's allocation was established by a legal act. An example of this is when a person owns two adjacent lands and makes a visible passage in one of them leading to the other; the owner has allocated the land with the passage to serve the other land. If the first land is sold while in this state relative to the other land, the buyer is implicitly considered to have agreed to the existence of the easement right of passage.

It is clear from this that an easement by the owner's allocation requires four conditions to arise:

• The first condition: The existence of two properties owned by one owner.
• The second condition: The owner makes one of the properties serve the other, excluding cases where the person who makes one property serve the other is not the owner of the properties or their representative, such as when a tenant of the properties establishes it.
• The third condition: The easement must be visible, meaning it has a visible sign, like a road paved to be a passage for the other property, or a canal dug for irrigation water to flow to the other property. The road and canal are visible signs of the easement, which can be acquired by the original owner's allocation as an implicit agreement. This excludes cases where the easement is not visible, meaning it has no external sign indicating its existence, such as a negative easement that merely restricts the owner of the servient property from performing certain actions on their property, like an easement prohibiting building, or raising a building beyond a certain height, or viewing. These negative easements cannot be acquired by the original owner's allocation because their invisibility precludes the possibility of an implicit agreement.
• The fourth condition: The properties become owned by different owners without changing their condition, whether by transferring them or one of them to other owners.

This excludes the assumption that a person owns two separate properties and makes one serve the other, and the easement is visible; this is merely an exercise of the right of ownership. The article establishes the principle of the creation of an easement right by the original owner's allocation according to the previous conditions, and that the owner of the servient property only needs to prove the existence of visible signs indicating the easement to be entitled to this easement.

The article concludes by stating that the ruling it contains applies in the absence of an explicit or implicit agreement to the contrary; for example, if there is an agreement in the legal act document that grants the right or if custom dictates that the visible sign is not considered, and the buyer owns the property free of the easement right, as easement rights are subject to the rules established in their creation document, the prevailing custom of the area, and the provisions contained in this section.

Explanation of Article 702

This article addresses the right of passage, which is the right of the owner of a property that is enclosed from the public road to obtain a passage through land owned by another to reach the public road. The first paragraph of the article states that when the right of passage is established on a property for the benefit of another property, the owner of the property over which the easement is established cannot prevent the owner of the dominant property from passing over his land.

The right of passage may be acquired by a specific statutory provision, as stated in the following article (703), and its use in this case is subject to the restrictions mentioned in that article and the provisions established in this section. The right of easement may also be acquired like other easement rights through statutory disposition; for example, if the landowner arranges a right of passage on his land for the benefit of another property owned by another owner in exchange for a monetary amount. The right of passage may also be acquired as an accessory to the ownership of the dominant property by any means of acquiring ownership, and the right in this case is subject to the rules established in the document of its creation, the prevailing custom, and the provisions mentioned in this section.

The second paragraph states that the right of passage is not established merely by the landowner's permission to pass over his land as a matter of tolerance and permissiveness. For example, the mere permission of the landowner for his neighbor to pass over his land does not indicate that he intended to grant the neighbor this right. It is common in people's dealings, especially in large agricultural lands, for the landowner to allow neighboring landowners to pass over his land to shorten the path or facilitate access. This permission is not considered an implicit agreement to grant them this right, and he may revoke this permission and prevent them from passing whenever he wishes.

Explanation of Article 703

The article stipulates that the owner of a property that does not connect to the public road has the right to pass through the neighboring property to his land. This right is established for the property owner by law in two cases:

• The first case: If the property does not connect to the public road from all sides, such that the property owner has no way to the public road except by passing through his neighbor's land.
• The second case: If the property can potentially connect to the public road, but access to it is only possible with excessive expense or great difficulty, such as the presence of a valley or similar obstacle on the side not adjacent to the neighbor, which requires excessive expense to create a road connecting to the public road, or if access from that side involves great difficulty due to its ruggedness, for example.

Accordingly, if the property owner can reach the public road without excessive expense or great difficulty, such as having an easement right to pass through one of the neighboring lands acquired by legal action or inheritance, he is not considered isolated from the public road, and thus this right is not established for him by law.

Whenever either of the two aforementioned cases is met, the property owner has the right to pass through his neighbor's land. However, the article stipulates that the establishment of this right for the easement property owner is subject to three restrictions:

• The first restriction: This right must be to the extent customary for the use and exploitation of the property, and according to need. This is related to the nature of the property and the ways it is exploited. If the isolated land is agricultural, it requires a sufficient road for the passage of agricultural equipment, whereas if it is not exploited, it only needs a sufficient passage for the landowner. If the agriculture is seasonal, he has the right to pass during the season only.

• The second restriction: This right must be in exchange for fair compensation commensurate with the damages that may result from it, whether the compensation and its payment method are determined by agreement between the owner of the isolated property and the owner of the property on which the right of passage is established, or otherwise determined by the court.

• The third restriction: This right is only established in the property where the passage is least damaging and in a location where this is achieved; it is an emergency right, and necessities are measured by their extent. If there are multiple neighboring properties, the property with the least damage is chosen, and if the property where the passage is to be made is identified, it must be in a location that is less damaging than others. If the property is developed in part and vacant in another, this right is in the vacant part, and if the property is fully developed, the use of the right is restricted to the part that is less damaging, such as if one part is built and the other is cultivated, the use is restricted to the cultivated part because it is less damaging.

Once the location of the passage is determined, the owner of the isolated property only has the right to pass through it to reach the public road; he is not considered its owner, but the passage is owned by the landowner, and the holder of the right of passage may only use it according to the restrictions established for this use.

Explanation of Article 704

The article addresses the right of "shurb" (with a soft "sh"), which refers to the share of water usage for irrigating land, plants, animals, or otherwise. The article establishes that the owner of the higher land has the right to irrigate his land from the natural watercourse that passes through his land; he may retain as much water as he needs according to customary practice, then release the excess water to the lower land that follows, and then to the next, and so on. The owner of the higher land is not entitled to retain more water than he needs from the watercourse; rather, he is obliged to send the excess amount to the lower land that follows, and then to the next, and so on.

Based on what the article establishes, the right of "shurb" is confirmed for the benefit of the lower land under two conditions:

• The first condition: One of the lands must be higher and the other lower, such that the watercourse naturally passes through the first land before the second.
• The second condition: This right pertains to the amount exceeding the needs of the owner of the higher land. However, if the water reaching the higher land from the watercourse is insufficient for his needs according to customary practice, he is not obliged to send any water to the lower land.

Explanation of Article 705

The article refers to a specific provision concerning the right of irrigation, which is when a person creates a canal or watercourse on land adjacent to their own with the permission of the owner of the adjacent land or with the permission of the public authority, for the purpose of irrigating their land. No one other than the creator of this canal or watercourse has the right to benefit from it; they alone are the rightful owner because the water reaches their land through their actions and not due to the nature of the land or its elevation compared to other lands.

The article exempts two cases from the rule it established:

• The first case: The permission of the rightful owner for others to benefit from it, which can be explicit or implicit, as indicated by evidence that the rightful owner allowed the owner of the land through which the watercourse passes to benefit from it in exchange for the rightful owner benefiting from the passage of the watercourse through their land. The expenses for using the right of irrigation in this case are shared between the parties in proportion to the benefit each receives, as stipulated in paragraph (3) of Article (712).
• The second case: The existence of a specific legal provision allowing others to benefit from this right; the provisions of that specific text are applied.

Explanation of Article 706

The article clarifies the ruling when the right of irrigation is jointly owned among several partners, whether the water source is a stream, a well, or otherwise. None of the partners is allowed to divert another stream from it, nor is any partner permitted to install a device, such as a pump or a water extraction tool, for their land or to expand their area, except with the consent of the remaining partners. The provisions stipulated in the ownership and division of common property apply to this article, in accordance with the nature of the right of irrigation.

Explanation of Article 707

The article addressed the right of passage and defined it in the first paragraph as the right of the owner of land distant from a water source to have water flow through land owned by another to reach his land. The right of passage is established for land distant from a water source over all lands located between the water source and that land, whether the passage is natural, like a stream or canal, or artificial by any modern mechanical means.

The second paragraph clarified that if the right of passage is established, the owners of the lands through which these waters flow cannot prevent this right, even if it requires the construction of installations on the land through which the passage occurs, such as water pumping and lifting devices, and the like, provided two conditions are met:

• The first condition: The holder of the right of passage must pay an immediate compensation for his benefit, and the landowner may benefit from the installations created by the holder of the right of passage, provided he bears a proportionate share of the costs of establishing and benefiting from them, as stipulated in paragraph (3) of Article (712); if the holder of the right does not pay the immediate compensation, the landowner may prevent him from the right of passage.

• The second condition: The passage must not result in a significant disruption to the landowner's use of his land. If the passage causes a disruption to the landowner's use of his land but it is not significant, the landowner does not have the right to prevent the holder of the right of passage from the easement, without prejudice to the landowner's right to compensation for any damage caused by the passage as will be detailed in the following Article (708).

Explanation of Article 708

The article imposes an obligation on the holder of the right of passage not to cause harm to the land through which the passage runs, whether this harm is from the passage itself or from the structures built on the neighbor's land to channel water to the land of the right holder. If the use of the right of passage results in harm to the landowner, the landowner may first request the right holder to repair the passage and fix the damage. If the right holder refuses to do so, the landowner may carry out the repair or restoration at the expense of the right holder, to the extent commonly accepted.

The landowner's right to request the repair of the passage and the fixing of the damage does not preclude his right—according to general rules—to seek compensation for any damage he may have suffered due to the right holder's failure to fulfill his obligation to repair and fix, such as if there is a delay in executing this obligation after being requested to do so, or if he refuses to execute it, leading the landowner to execute it himself or not execute it at all, resulting in harm to the landowner. In such cases, the right holder is liable for this damage.

Explanation of Article 709

The article refers to the right of drainage, which is the right established in favor of the property owner to naturally drain liquid water onto another's land. The article establishes two types of easements associated with the right of drainage:

1. The first right is established on the lower land for the benefit of the higher land; the owner of the lower land cannot erect a dam that prevents the natural flow of water from the higher land, causing harm to the higher land. This means that the owner of the higher land has the right to naturally drain liquid water from their land, and if the lower neighbor's land is designated for this drainage, the owner cannot erect a dam or structure that prevents this drainage.

2. The second right is established on the higher land for the benefit of the lower land; the owner of the higher land cannot take actions that increase the burden on the lower land, such as retaining water for some time and then releasing it in large quantities onto the lower land, causing harm, or directing the drainage in a way that harms the lower land.

The right of drainage, as stipulated by this article, pertains to the natural drainage of liquid water by the landowner, which in this context corresponds to the right of drinking. However, the drainage of wastewater—water that is no longer usable after irrigating the land to the public drain—through a neighbor's land is usually done through covered underground channels and does not fall under the provisions of this article. The right of drainage in this context corresponds to the right of passage, and specific regulations apply to it.

Explanation of Article 710

The article establishes a general rule regarding the right of drainage, which is the prohibition of creating a harmful drainage on another's property or on public or private roads. If a person creates a drainage on their land that results in harm to another's property or to a public or private road, they must remove this harm; otherwise, they are liable for any damage caused by this drainage. The end of the article states that the owner of the property who created the harmful drainage must remove it, even if this drainage is old. The intention of removing the harm, even if it is old, is to remove the harmful drainage itself, not to compensate for the damage caused by this drainage. Compensation for damage extinguishes rights over time according to the rules of harmful acts in the first section of this system.

Explanation of Article 711

The article clarifies that the effects of the easement right, which are the rights and obligations under the easement right, are determined by three matters:

• The first matter: The document establishing the easement right, whether it is a contract or a will, as they express the will which is the source of the easement right.
• The second matter: The prevailing custom in the area where the easement right is located, insofar as it does not conflict with what is stated in the establishment document, since what is known by custom is like what is stipulated by condition.
• The third matter: The provisions contained in this section from Article (712) to Article (715).

Explanation of Article 712

The article refers to one of the effects of the easement right, which is the obligation of the owner of the dominant property to bear the expenses of the necessary works for the use of the easement right and its maintenance. The first paragraph clarifies that the expenses for the necessary works for the use of the easement right and its maintenance are originally borne by the owner of the dominant property, as he is the beneficiary of the easement right; therefore, he must pay the expenses of this benefit in accordance with the general principle: "the yield is with the guarantee." The generality of the first paragraph includes situations where there is a defect in the property or the need arises to change the location of the easement, so the owner of the dominant property bears the expenses even if the reason for these expenses is works required due to a defect in the property or a change in its location due to an adjustment in the existing situation of things. The first paragraph also states that it is permissible to agree contrary to this established principle because it is not a matter of public order, and it is permissible to agree in the document that created the easement right that the expenses of the works be on the owner of the servient property. The second paragraph refers to the situation where the owner of the servient property is responsible for the expenses of the necessary works for the use of the easement right and its maintenance, as if the parties agreed that the costs would be borne by the owner of the servient property. The article indicates that the owner of the servient property can relieve himself of this obligation by relinquishing it entirely to the owner of the dominant property if the easement is over the entire property. However, if the easement is for part of the property, such as an easement of passage, the owner of the servient property can suffice by relinquishing that part in favor of the owner of the dominant property to avoid the expenses. The third paragraph explains that if the works are beneficial to both the owners of the dominant and servient properties, the expenses of those works are shared between the two parties in proportion to the benefit each receives. If there is an easement of passage and the owner of the servient property also uses this path for passage and benefits from it, the costs of the works on the path and its maintenance are shared between the owners of the dominant and servient properties in proportion to the benefit each receives.

Explanation of Article 713

The article indicates that the owner of the servient property may not undertake any action that would affect the use of the easement right or change its status, unless the easement becomes more burdensome for the owner of the servient property or prevents him from carrying out beneficial repairs; in such cases, he may request the transfer of the right to a location where the owner of the dominant property can easily exercise his right as in the old location.

Explanation of Article 714

The article refers to one of the effects of the easement right, which is the obligation of the owner of the dominant property to bear the expenses of the necessary works for the use of the easement right and its maintenance. The first paragraph clarifies that the expenses for the necessary works for the use of the easement right and its maintenance are originally borne by the owner of the dominant property, as he is the beneficiary of the easement right; therefore, he must pay the expenses of this benefit in accordance with the general principle: "the yield is with the guarantee." The generality of the first paragraph includes situations where there is a defect in the property or the need arises to change the location of the easement, so the owner of the dominant property bears the expenses even if the reason for these expenses is works required due to a defect in the property or a change in its location due to an adjustment in the existing situation of things. The first paragraph also states that it is permissible to agree contrary to this established principle because it is not a matter of public order, and it is permissible to agree in the document that created the easement right that the expenses of the works be on the owner of the servient property. The second paragraph refers to the situation where the owner of the servient property is responsible for the expenses of the necessary works for the use of the easement right and its maintenance, as if the parties agreed that the costs would be borne by the owner of the servient property. The article indicates that the owner of the servient property can relieve himself of this obligation by relinquishing it entirely to the owner of the dominant property if the easement is over the entire property. However, if the easement is for part of the property, such as an easement of passage, the owner of the servient property can suffice by relinquishing that part in favor of the owner of the dominant property to avoid the expenses. The third paragraph explains that if the works are beneficial to both the owners of the dominant and servient properties, the expenses of those works are shared between the two parties in proportion to the benefit each receives. If there is an easement of passage and the owner of the servient property also uses this path for passage and benefits from it, the costs of the works on the path and its maintenance are shared between the owners of the dominant and servient properties in proportion to the benefit each receives.

Explanation of Article 715

The article indicates that the owner of the servient property may not undertake any action that would affect the use of the easement right or change its status, unless the easement becomes more burdensome for the owner of the servient property or prevents him from carrying out beneficial repairs; in such cases, he may request the transfer of the right to a location where the owner of the dominant property can easily exercise his right as in the old location.

Explanation of Article 716

The article clarifies the ruling when the right of irrigation is jointly owned among several partners, whether the water source is a stream, a well, or otherwise. None of the partners is allowed to divert another stream from it, nor is any partner permitted to install a device, such as a pump or a water extraction tool, for their land or to expand their area, except with the consent of the remaining partners. The provisions stipulated in the ownership and division of common property apply to this article, in accordance with the nature of the right of irrigation.

Explanation of Article 717

The article addressed the right of passage and defined it in the first paragraph as the right of the owner of land distant from a water source to have water flow through land owned by another to reach their land. The right of passage is established for land distant from a water source over all lands located between the water source and that land, whether the passage is natural, like a stream or canal, or artificial by any modern mechanical means.

The second paragraph clarified that if the right of passage is established, the owner of the lands through which these waters flow cannot prevent this right, even if it requires building structures on the land through which the passage runs, such as water pumping and lifting devices, and the like, provided two conditions are met:

• The first condition: The holder of the right of passage must pay an immediate compensation for their benefit, and the landowner may benefit from the structures established by the holder of the right of passage, provided they bear a proportionate share of the costs of establishing and benefiting from them, as stipulated in paragraph (3) of article (712); if the holder of the right does not pay the immediate compensation, the landowner may prevent them from the right of passage.

• The second condition: The passage should not cause a clear disruption to the landowner's use of their land. If the passage causes a disruption to the landowner's use of their land but it is not clear, the landowner does not have the right to prevent the holder of the right of passage from easement, without prejudice to the landowner's right to compensation for any damage caused by the passage, as will be detailed in the following article (708).

The article imposed an obligation on the holder of the right of passage not to cause damage to the land through which the passage runs, whether this damage is from the passage itself or from the structures built on the neighbor's land to direct water to the holder's land. If the use of the right of passage results in damage to the landowner, the landowner can first request the holder of the right of passage to repair the passage and fix the damage; if the holder of the right of passage refuses to do so, the landowner may carry out the repair or restoration at the expense of the holder of the right of passage to the customary extent.

The landowner's right to request the repair of the passage and fix the damage does not preclude their right—according to general rules—to request compensation for any damage incurred due to the holder of the right of passage's failure to fulfill their obligation to repair and fix, such as if they delay in executing this obligation after being requested to do so, or refuse to execute it, leading the landowner to execute it or not, resulting in damage to the landowner; the holder of the right of passage would be liable for this damage.

Explanation of Article 718

This article addresses the effect of not exercising the right of easement in the case of co-owners in common property. It clarifies that the statute of limitations in a claim for the right of easement is interrupted if one of the co-owners in common utilizes the right of easement. The other co-owners benefit from this interruption even if they do not utilize the right of easement. Additionally, the suspension of the period for the benefit of one of them makes it suspended for the others as well.

Explanation of Article 719

The article clarified that the provisions related to accessory real rights, such as the right of mortgage and the right of privilege, are subject to their specific statutory texts.

Explanation of Article 720

Article forty-one provided a general rule, and the article explained in its introduction the order of application of these rules and the conditions for their application. As for the order of their application, the article decided that the general rule is applied in the absence of a statutory text on the matter; it restricted its application by not violating what is stipulated in the first article of this system, which states that these rules are only resorted to in the absence of a statutory text that can be applied. To affirm this meaning, this article stipulated that the application of these rules is restricted by not conflicting with a statutory text; if a general rule from these rules conflicts with a statutory text, the statutory text takes precedence. As for the conditions for applying these rules, the article decided that the nature of these rules must be taken into account, which is that they are general rules and not specific texts for certain matters; they have their conditions and exceptions; the general nature of these rules and the conditions and exceptions applicable to each rule must be considered when applying them to specific facts. When these conditions are observed, the judgment derived from these general rules—in the absence of a statutory text—takes precedence over a judgment derived from a jurisprudential effort that is not based on any of these rules, as explained in the first article of this system. The following is an explanation of these rules:

Explanation of Rule 1: الأمور بمقاصدها.

This rule means that the judgment resulting from an action or statement is based on its intended purpose; the basis of this rule is the saying of the Prophet, peace be upon him: "Actions are but by intentions" (15); a person's intention has an impact on the rulings that result from their actions, so words or actions are not taken in isolation from the indications that reveal the person's intention and purpose. (15) Agreed upon from the hadith of Umar ibn Al-Khattab, may Allah be pleased with him

Explanation of Rule 2: العبرة في العقود بالمقاصد والمعاني لا بالألفاظ والمباني.

This rule is derived from the first rule, and it means that in contracts, consideration is given to the intentions indicated by the circumstances and evidence present in a contract where the parties may have used terms that result in the effects of a specific contract. However, the evidence indicates that their intention was directed towards the ruling of another contract; thus, the provisions of that contract apply to it. This is because what is considered is the shared intention of the contracting parties as indicated by the circumstances of their agreement. An example of this is a gift that conceals a contract of sale; the contract is subject to the provisions of sale even if it is named a gift. It goes without saying that the intentions referred to in this rule are those indicated by the circumstances of the contract, not those hidden within the parties' minds without any indication.

Explanation of Rule 3: العادة مُحكمة.

The custom and usage mentioned in this rule and the following general rules have the same meaning; as the system adhered to the most common formulations of the rules. The term "custom" or "usage" in these rules includes the established usage among people, which is the repeated matter that people have become accustomed to and which has stabilized in their dealings with each other. It may be general among people or specific to a certain group or region, and it also includes the ongoing custom between two parties even if it is not a general or specific usage. The meaning of "decided" is that it has been adjudicated, so it is referred to in case of dispute, and specific usage takes precedence over general usage, just as the ongoing custom between two parties takes precedence over usage. To refer to custom or usage, it is required that: A- It must be consistent and established. B- It must coincide with the incident, not preceding or following it. C- It must not be prohibited by a statutory provision. D- The contracting parties must not have agreed otherwise. Referring to usage is considered in many matters; such as delivery, fraud, defect, what is considered essential and what is not, periods for which no term has been agreed upon, and other matters.

Explanation of Rule 4: التعيين بالعرف كالتعيين بالنص.

This rule is derived from the third rule; it clarifies that designation by custom, which includes the prevailing practice between two parties, takes the same binding status as the designation stipulated in its absence. This designation in this rule includes the designation of the place, duration, the contracting party, or anything else that can be designated by a text. For the rule to be applied, the conditions of custom previously stated in the third rule must be met, including that the contracting parties have not agreed otherwise, and that it is not prohibited by a statutory text.

Explanation of Rule 5: المعروف عرفا كالمشروط شرطًا.

This rule is derived from the third rule; it clarified that what is customary in obligations in contracts, including what is customary between the contracting parties, holds the same power as if it were stipulated in the contract, provided that the conditions for adopting custom, previously explained in the clarification of that rule, are met. This is considered an implicit agreement between the contracting parties, sourced from the custom or prevailing practice between them, even if it is not explicitly stated in the contract. In application of this rule, the system has established that if the term of agreement in the statutory text is not restricted to being explicit between the contracting parties, then the ruling of that text includes both explicit and implicit agreements based on custom or prevailing practice between the contracting parties. This includes instances where the statutory text is restricted by the phrase "unless otherwise agreed," which encompasses implicit agreements based on custom or prevailing practice between the contracting parties, taking into account the conditions for adopting custom previously explained in the third rule, without the need to explicitly mention custom in every instance, relying on what this rule has established; and what Article (33) of this system has established, that the expression of the contracting party's will can be explicit or implicit, as the prevalence of custom or the contracting parties' practice on a certain matter is considered an implicit agreement between them to adopt it unless they explicitly state otherwise.

Explanation of Rule 6: الممتنع عادة كالممتنع حقيقة.

The truly impossible is that which cannot occur, and the usually impossible is that which is not known to occur, even if there is a remote intellectual possibility; it takes the ruling of the truly impossible. This includes issues where the ruling is contingent upon the impossibility of something, such as the lapse of rescission due to a defect if the buyer has established a right for another on the sold item that does not remove it from his ownership and it is impossible to release it within a reasonable period, and the permissibility of settlement even if the right included is unknown, provided that the ignorance does not prevent delivery and it is impossible to ascertain it within a short period, among other issues.

Explanation of Rule 7: اليقين لا يزول بالشك.

This is one of the major jurisprudential principles, and it means that a certain matter, which is without doubt, is not nullified merely by the emergence of doubt, which is a probable matter; because the weaker cannot nullify what is stronger than it. The predominant assumption that is close to certainty takes its ruling. This principle encompasses many branches, including the principles of presumption of continuity as will be explained.

Explanation of Rule 8: الأصل بقاء ما كان على ما كان.

This rule is derived from the principle "certainty is not overruled by doubt," and the original here refers to maintaining the status of a matter from the past to the present until something arises that nullifies the original ruling. For example, the original status of a thing is its remaining in the ownership of its owner until proven otherwise, and the original status of a contract is its continuation until its termination is proven.

Explanation of Rule 9: الأصل براءة الذمة.

This rule is derived from the principle "certainty is not removed by doubt," and it establishes that a person's liability is free from any obligation towards others until proven otherwise by virtue of a contract, a unilateral obligation, a harmful act, unjust enrichment, or the system. If the obligation is proven to a certain extent, the person's liability is considered clear of any excess until proven otherwise.

Explanation of Rule 10: الأصل في العقود والشروط الصحة واللزوم.

This rule establishes an important principle in contracts, which is that the default is the freedom to contract; it is not required for the contract to follow a specific form, whether it is a single contract or composed of multiple contracts. The contracting parties may agree on terms they find acceptable, and these terms are valid and binding for them, even if such terms are not explicitly stated as valid in the system. This rule is based on the words of Allah Almighty: {O you who have believed, fulfill [all] contracts} (16), as the noble verse indicates the general obligation to fulfill the contract and the commitments it includes. The only exceptions to the general rule are contracts or terms that the system deems void; by virtue of a statutory text that prohibits it or due to its violation of public order, such as gambling contracts and terms prohibited by the system to protect the stability of transactions, like prohibiting agreements contrary to what the system has decided in general exceptional circumstances. Other than that, it is valid and binding for the contracting parties.

Explanation of Rule 11: التصرف على الرعية منوط بالمصلحة.

This rule is one of the major jurisprudential principles, and it means that any action taken by the ruler or those in equivalent positions among state officials concerning a public matter must aim to achieve the public interest. The ruler is not permitted to act by virtue of his authority except in accordance with the requirements of the public interest and as dictated by the balance between benefits and harms. If there is a public interest accompanied by a specific harm, the consideration is given to the public interest, and the specific harm is disregarded. The basis of this rule is the saying of the Prophet, peace be upon him: "Each of you is a shepherd, and each of you is responsible for his flock." This includes situations where the system has restricted the ruler's authority in assessing certain matters or where he has discretionary power; he must adhere to the public interest in his actions and is not allowed to show favoritism or fulfill personal desires that do not align with the public interest.

Explanation of Rule 12: الخراج بالضمان.

Kharaaj is the yield that belongs to the thing, and guarantee is the liability for the destruction of the thing. This principle pertains to the rights and obligations of the owner in contracts of exchange; whoever has the gain bears the loss, and whoever has the yield bears the liability for destruction. For instance, the buyer of real estate is entitled to its yield and growth from the time of taking possession, even if the price has not been paid, and bears the liability for its destruction. This principle applies to cases where the buyer benefits from the sold item before taking possession if it has a yield; such as the rent collected if he sells it and then rents it from the buyer. The heirs are entitled to the yield and growth of the estate from the date of their ancestor's death, and they bear the liability for its destruction.

Explanation of Rule 13: الغُنم بالغُرم.

This rule is one of the major jurisprudential principles, and its meaning is that whoever has the benefit of something; has its utility and its yield and growth, then he bears its liability; which is its harm and the consequence of its destruction. This is indicated by a number of legal texts, including the saying of the Prophet, peace be upon him: (The yield is by the liability), and it is similar in meaning to the twelfth principle, and it serves as clarification and emphasis on what was stated in it.

Explanation of Rule 14: التابع تابع.

The meaning of this rule is that the subordinate does not have an independent ruling, and it has many branches, including that the subordinate follows the principal in its validity and invalidity, and in its obligation and non-obligation. Thus, the branch of a tree follows its origin in ruling. This includes the subordination of the benefits of the sold item to its ownership. Consequently, the owner's actions affect the original item and what follows it. What is considered subordinate to the item follows it in sale and other transactions, even if its subordination is not explicitly mentioned. This includes the subordination of defects in the sold item and the transactions related to its origin. Examples of the branches of this rule include that the sale of land includes crops that have not yet matured, the sale of furniture includes the keys to the cabinets, the sale of an orchard includes its trees, and the sale of an animal includes what it carries.

Explanation of Rule 15: إذا سقط الأصل سقط الفرع.

This rule is derived from the fourteenth rule; it states that if the principal, which is the followed, falls, then the subsidiary, which is the follower, also falls. For example, the annulment of a sale includes the fall of benefits, and the fall of a mortgage upon the expiration of the obligation secured by it.

Explanation of Rule 16: الضرورة تُقدر بقدرها.

Among the major jurisprudential principles is the notion that what is permissible to do out of necessity is determined by the extent of that necessity without exceeding it; because necessity does not nullify rights, but rather permits the doing of what is religiously prohibited to the extent of the necessity, and such an act may be harmful. An example of this is the possessory pledge, which the system acknowledges as obligating the pledgor to enable the pledgee to possess the pledged item, resulting in rights for the pledgee to sell the pledged item and satisfy the debt from its proceeds. Another example is that depositing an item with a third party as a trust, if the depositary has an interest in the deposit, obligates them to preserve it.

Explanation of Rule 17: الضرورات تبيح المحظورات.

This rule is one of the major jurisprudential principles, and its meaning is that compelling needs that a person cannot avoid permit him to commit actions that were originally prohibited, and the sin is lifted from the perpetrator. The meaning of necessities includes general needs that affect all people; for instance, if a person is forced to exceed regulatory limits in his actions to avert an imminent danger to himself or others, or if he is compelled to perform actions not permitted by the system under normal circumstances to preserve himself, his property, or others. The application of this rule requires the following conditions: A- The necessity must be compelling. B- There must be no alternative to address the necessity except by committing the prohibited act. C- Committing the prohibited act must remove or avert the harm.

Explanation of Rule 18: الضرر لا يزال بمثله.

This rule is derived from the rule "Harm is to be removed" that follows, and this rule stipulates that the removal of harm must be done in ways that do not result in equal or greater harm; it is removed by something that eliminates the harm. If the harm is equal or greater, it is not removed, but the original harm remains. For example, the possessory pledge, which the system acknowledges as obligating the pledgor to enable the pledgee to possess the pledged item, results in rights for the pledgee to sell the pledged item and satisfy the debt from its proceeds.

Explanation of Rule 19: الضرر لا يكون قديماً.

This rule establishes that damage is not ancient, unlike other matters such as custom, or something fixed in ownership, and the like. It means that damage is not old enough to establish a right, but rather it must be removed. If damage is proven, it does not become time-barred. Therefore, anyone who is harmed by the action of another person has the right to demand the removal of the damage, even if a long time has passed. This does not contradict what is stated in this system regarding the periods after which a claim is not heard, as it pertains to new damage that was not previously known.

Explanation of Rule 20: الضرر يزال.

This rule is one of the major jurisprudential principles, and it establishes that all harm must be removed and eliminated. This is supported by several religious texts, including the saying of the Prophet, peace be upon him: "There should be neither harm nor reciprocating harm" (17). Harm is what causes a person injury or a reduction in their rights. The system does not differentiate in removing harm whether it is old or new, general or specific. Harm includes both material and moral damage, as well as actual and potential harm for which there is strong evidence of occurrence. It includes harm caused by a person's actions or by direct consequence of their actions, such as environmental pollution. It may also be due to a person's failure to perform their duties, such as leaving a road wet without necessity. It includes damages to the self, property, honor, or otherwise.

Explanation of Rule 21: الولايات تُقبل بالرأي لا بالهوى.

This rule is derived from the principle "actions concerning the subjects are contingent upon their welfare," meaning that all authorities in the state are subject to the principle of public interest. Thus, anyone who assumes a position in the state must consider the public interest in their actions and decisions, ensuring that these actions and decisions are based on sound judgment supported by the available data, and not on personal whims or inclinations towards private interests. This rule applies to anyone who holds a public or private authority, such as a guardian, custodian, or overseer, among others. For instance, a custodian must consider the interest of the minor in all actions related to them, and a guardian must consider the interest of the ward in all their actions, ensuring they are based on sound judgment and not personal whims.

Explanation of Rule 22: المباشر ضامن ولو لم يتعمد.

This rule is one of the major jurisprudential principles, and its meaning is that whoever performs an act by himself, or directly, is liable for any resulting damage, even if it was not intentional. For example, a doctor who performs a surgical operation that results in damage is liable for this damage, even if it was not intentional. Similarly, an owner who constructs a building that results in damage is liable for this damage, even if it was not intentional. Exceptions to this include cases where there is another cause for the damage, an act of God, or a cause beyond one's control.

Explanation of Rule 23: المتسبب لا يضمن إلا بالتعمد أو التعدي.

This rule is derived from the twenty-second rule, and its meaning is that whoever causes damage is not liable unless they intentionally caused the damage or acted with transgression. If there was no intention and no transgression in their action, they are not liable. For example, if someone digs a well on their property and a person passes by and falls into it, they are not liable unless they intentionally caused the damage or acted with transgression, such as digging the well in a public place or in a private place and leaving it open without supervision.

Explanation of Rule 24: إذا اجتمع المباشر والمتسبب؛ أضيف الحكم إلى المباشر.

This rule is derived from the twenty-second and twenty-third rules, and its meaning is that if a direct act and a causative act occur together, the judgment is attributed to the direct actor, who is the guarantor, and the causative actor is not considered. For example, if someone throws a stone on a path, and a person passes by, trips, and falls, the one who falls is guaranteed, and the one who threw the stone is not considered. However, if the causative actor intentionally causes harm, or if there is transgression in his act, he is liable along with the direct actor.

Explanation of Rule 25: الجواز الشرعي ينافي الضمان.

This rule is one of the major jurisprudential principles, and it means that whoever does something permissible by Sharia; they are not liable for any harm resulting from their action. For example, if someone sells a commodity and it results in harm to the buyer, they are not liable for this harm unless there is fraud or deception on their part, and the sale must be permissible by Sharia. This rule applies to all contracts and transactions that are permissible by Sharia.

Explanation of Rule 26: ما لا يتم الواجب إلا به فهو واجب.

This rule is one of the major jurisprudential principles, and its meaning is that whatever serves as a means to an obligation is itself obligatory. For instance, performing prayer is obligatory, and ablution is a means to perform prayer, thus it becomes obligatory. This rule applies to all religious obligations, including statutory obligations. For example, a person must adhere to the regulations and instructions issued by governmental authorities, and these commitments should serve as a means to achieve the public interest.

Explanation of Rule 27: درء المفاسد مقدم على جلب المصالح.

This rule is one of the major jurisprudential principles, and its meaning is that preventing harm and eliminating corruption takes precedence over bringing benefits and achieving interests. For example, removing environmental damage takes precedence over the economic benefits resulting from activities that cause such damage. This rule applies to all matters related to interests and corruptions, including regulatory issues.

Explanation of Rule 28: يُغتفر في التوابع ما لا يُغتفر في غيرها.

This rule is derived from the fourteenth rule, and its meaning is that the dependent, which does not have an independent judgment, is excused in matters that are not excused in others. For example, minor defects in the sold item that do not affect its value or prevent its use are excused and do not give rise to an option for the buyer. This rule applies to all dependents in contracts and transactions, including dependents in funds and dependents in real estate.

Explanation of Rule 29: إذا تعارض المانع والمقتضي؛ يُقدم المانع.

This rule is one of the major jurisprudential principles, and its meaning is that if there is a conflict between what prevents an action and what necessitates it, the preventing factor takes precedence. For example, if someone has a hindrance to performing prayer, the hindrance is prioritized, and the prayer is not performed. This rule applies to all issues related to hindrances and necessities, including regulatory matters. For instance, if someone has a hindrance to concluding a contract, the hindrance takes precedence, and the contract is not concluded.

Explanation of Rule 30: التابع لا يتقدم على المتبوع.

This rule is derived from the fourteenth rule, and its meaning is that the subordinate does not precede the principal. For example, the branch does not precede the origin in inheritance, and the executor does not precede the guardian in managing the minor's property. This rule applies to all matters related to the subordinate and the principal, including regulatory matters. For instance, the branch does not precede the origin in claiming rights and fulfilling obligations.

Explanation of Rule 31: التابع لا يستقل بالفسخ.

This rule is derived from the fourteenth rule, and its meaning is that the subordinate cannot independently annul the contract. For example, the branch cannot independently annul the contract concluded by the principal, and the guardian cannot independently annul the contract concluded by the custodian. This rule applies to all matters related to the subordinate and the principal, including regulatory matters. For instance, the branch cannot independently annul the contract concluded by the principal, and the guardian cannot independently annul the contract concluded by the custodian.

Explanation of Rule 32: الرضا ببعض الشيء رضا بكله.

This rule is one of the major jurisprudential principles, and its meaning is that whoever consents to part of something is considered to have consented to all of it. For example, if someone agrees to some of the terms of a contract, they are deemed to have agreed to all its terms. This rule applies to all matters related to consent, including regulatory matters. For instance, if someone agrees to some provisions of a system, they are considered to have agreed to all its provisions.

Explanation of Rule 33: الجهالة لا تمنع العلم.

This rule is one of the major jurisprudential principles, and its meaning is that the ignorance of something does not prevent knowledge of it. For example, the ignorance of the amount of debt does not prevent knowledge of it. This rule is applied to all issues related to ignorance, including regulatory issues. For instance, the ignorance of the extent of damage does not prevent knowledge of it.

Explanation of Rule 34: ما جاز لضرورة يقدر بقدرها.

This rule is derived from the sixteenth rule, and its meaning is that what is permissible to do due to necessity is determined by the extent of this necessity without exceeding it; because necessity does not nullify rights, but rather permits doing what is religiously prohibited to the extent of the necessity. This act may be harmful, such as the possessory pledge approved by the system, which obligates the pledgor to enable the pledgee to possess the pledged item and results in rights for the pledgee to sell the pledged item and satisfy the debt from its price. Another example is depositing an item with a third party as a trust; if the depositary has an interest in the deposit, they are obligated to preserve it.

Explanation of Rule 35: الممنوع شرعاً كالممنوع حقيقة.

This rule is one of the major jurisprudential principles, and its meaning is that what is prohibited by Sharia is considered as truly prohibited. For example, usurious sales are prohibited by Sharia, thus they are considered truly prohibited. This rule applies to all matters related to what is prohibited by Sharia, including regulatory matters. For instance, what is prohibited by regulation is considered as truly prohibited.

Explanation of Rule 36: الظاهر حجة شرعاً.

This rule is one of the major jurisprudential principles, and its meaning is that the apparent, which is not contradicted by evidence, is considered a legal proof. For instance, the apparent validity of contracts is considered a legal proof. This rule applies to all matters related to appearances, including regulatory matters. For example, the apparent validity of documents is considered a legal proof.

Explanation of Rule 37: المباشر مع المتسبب لا يضمن إلا بالتعمد أو التعدي.

This rule is derived from the twenty-second and twenty-third rules, and its meaning is that if a direct act and a causative act occur together, the judgment is attributed to the direct actor, who is the guarantor, and the causative actor is not considered. For example, if someone throws a stone on a path, and a person passes by, trips, and falls, the one who falls is guaranteed, and the one who threw the stone is not considered. However, if the causative actor intentionally causes harm, or if there is transgression in his act, he is liable along with the direct actor.

Explanation of Rule 38: الرجوع في المبيع لا يُوجب الغرم.

This rule is one of the major jurisprudential principles, and its meaning is that the seller's return of the sold item does not obligate him to incur a loss. For instance, if the seller returns the sold item due to a defect in it, he is not obligated to incur a loss. This rule applies to all matters related to the return of the sold item, including regulatory matters. For example, the return of real estate does not obligate a loss.

Explanation of Rule 39: إذا تعذر الأصل يُصار إلى البدل.

This rule is one of the major jurisprudential principles, and its meaning is that when the original is impossible, recourse is made to the substitute. For example, if someone is unable to fulfill a debt in kind, recourse is made to the substitute. This rule applies to all matters related to the impossibility of the original, including regulatory issues. For instance, if someone is unable to execute an obligation in kind, recourse is made to the substitute.

Explanation of Rule 40: من سعى في نقض ما تم من جهته؛ فسعيه مردود عليه.

The rule means that whoever undertakes an action by their own will and choice, and then wishes to revoke what has been done without an excuse, their effort will not be accepted, but rather their effort will be rejected. For example, if someone enters into a contract by their own will and choice, and then wishes to revoke the contract without an excuse, their effort will not be accepted, but rather their effort will be rejected. This rule applies to all matters related to revoking what has been done, including regulatory matters.

Explanation of Rule 41: الجهالة لا تمنع العلم بالقدر.

This rule is one of the major jurisprudential principles, and its meaning is that ignorance of the quantity of something does not prevent knowledge of it. For example, ignorance of the amount of debt does not prevent knowledge of it. This rule is applied to all issues related to ignorance, including regulatory issues. For instance, ignorance of the extent of damage does not prevent knowledge of it.