Chapter Second: Novation

Article 318

Art. 318 - The debt is extinguished when the creditor accepts, in lieu of execution, a performance other than that which was due to them. In case of doubt, and unless the creditor has protested or made reservations at the time of payment, it shall be presumed, until proof to the contrary, that they have accepted this operation and recognized, for the debtor, a liberating value.

Article 319

Article 319 - In principle, the rules governing sale are applicable to dation in payment, including those relating to warranty and capacity of the parties. The rules on payment are however applicable by analogy and to the extent possible, particularly with regard to imputation.

Article 320

Article 320 - Novation consists in the substitution of a new obligation for the original obligation. It does not imply presumption, but must clearly result from the act.

Article 321

Article 321 - The creditor must have the capacity to dispose of his right; the debtor must have that to engage himself.

Article 322

Article 322 - Novation can only take effect if both obligations, the old and the new, actually exist and are not radically nullified. A simple annulability of one or the other debt does not preclude the effects of novation as long as the annulment is not pronounced; an annulable debt may give rise to a valid obligation when the holder of the nullity action was aware of the situation and must therefore be considered to have renounced exercising said action. A natural obligation can, through novation, be replaced by a civil obligation.

Article 323

Article 323 - There is no novation without the intervention of a new element in the obligatory relationship; the change may affect one of the parties' identity, the object of the obligation, or the legal title from which it arises.

Article 324

Article 324 - Unless there is express stipulation to the contrary, novation does not result from a change in the terms of the obligation, or a change in the place of payment, or the subscription of an exchange commitment, or the accession of new obligors to the obligatory relationship.

Article 325

Article 325 - Novation extinguishes the obligation vis-à-vis all parties, in itself and its accessories. The sureties and co-debtors may, if they consent, access the new obligation. An express clause may stipulate that mortgages, privileges, and pledges will be attached to the new debt, under the same conditions as they secured the extinguished obligation, but only with the consent of the owner of the encumbered property.

Article 326

Article 326 - Delegation is the mandate given by one person (delegate) to another (delegator) to engage with a third party (beneficiary); it does not necessarily imply the existence of prior obligatory relationships between the parties. This operation is presumed, and it does not give rise to novation of any prior obligatory relationships that may have existed between the delegator and delegate or between the delegator and beneficiary; unless there is an express clause, the new obligation arises alongside existing obligations (imperfect delegation).

Article 327

Article 327 - When the parties intend to substitute a new obligatory relationship for the existing obligation or obligations (perfect delegation), the delegator is released immediately vis-à-vis the delegate, but only if the new commitment taken by the delegate is valid, and if that delegate was solvent at the time of delegation.