Thailand Civil and Commercial Code Sections-149-193/8
TITLE VI
JURISTIC ACTS
CHAPTER I
GENERAL PROVISIONS
Section 149 Juristic acts are voluntary lawful acts, the immediate purpose of which is to establish, modify, transfer, preserve, or extinguish legal relations between persons.
Section 150 An act is void if its object is expressly prohibited by law, is impossible, or is contrary to public order or good morals.
Section 151 An act is not void solely on the grounds that it differs from a provision of any law if such law does not relate to public order or good morals.
Section 152 An act that is not in the form prescribed by law is void.
Section 153 An act that does not comply with the requirements concerning the capacity of a person is voidable.
CHAPTER II
DECLARATION OF INTENTION
Section 154 A declaration of intention is not void on the ground that the declarant, in the recesses of their mind, did not intend to be bound by their expressed intention, unless this hidden intention was known to the other party.
Section 155 A declaration of intention made with the connivance of the other party, which is fictitious, is void. However, this invalidity cannot be invoked against third persons who were injured by the fictitious declaration of intention and acted in good faith. If a declaration of fictitious intention under paragraph one is made to conceal another juristic act, the provisions of law relating to the concealed act shall apply.
Section 156 A declaration of intention is void if made under a mistake as to an essential element of the juristic act. A mistake as to an essential element includes a mistake as to the nature of the juristic act, a mistake as to the person to be a party to the juristic act, or a mistake as to the property being the object of the juristic act.
Section 157 A declaration of intention is voidable if made under a mistake as to a quality of the person that is considered essential in ordinary dealings and without which the juristic act would not have been made.
Section 158 If the mistake under Section 156 or Section 157 was due to the gross negligence of the person making the declaration, they cannot avail themselves of such invalidity.
Section 159 A declaration of intention produced by fraud is voidable. Fraud invalidates the act only if it is such that without the fraud the juristic act would not have been made. When a declaration of intention is made due to fraud committed by a third person, the act is voidable only if the other party knew or ought to have known of the fraud.
Section 160 The avoidance of a declaration of intention produced by fraud cannot be set up against a third person acting in good faith.
Section 161 If the fraud is incidental, meaning it merely induced a party to accept more onerous terms than they otherwise would have, the party can only claim compensation for damages resulting from the fraud.
Section 162 In bilateral juristic acts, the intentional silence of one party about a fact or quality that the other party is unaware of is deemed fraudulent if it is proven that without such silence, the act would not have been made.
Section 163 If both parties acted fraudulently, neither party can invoke fraud to void the act or claim compensation.
Section 164 A declaration of intention is voidable if made under duress. Duress must be imminent and so severe that it causes fear, making the act one that would not have been made otherwise.
Section 165 The threat of the normal exercise of a right is not considered duress. Any act made out of reverential fear is not considered an act made under duress.
Section 166 Duress vitiates the juristic act even if exercised by a third person.
Section 167 In determining a case of mistake, fraud, or duress, the sex, age, position, health, temperament of the person making the intention, and all other relevant circumstances and environment shall be considered.
Section 168 A declaration of intention made to a person in their presence takes effect from the time when it becomes known to the receiver of the intention. This also applies to declarations made through telephone, other communication devices, or similar means.
Section 169 A declaration of intention made to a person not in their presence takes effect from the time when it reaches the receiver of the intention. It does not become effective if a revocation reaches the person prior to or simultaneously with the declaration. Even if the person who made the declaration dies, becomes incompetent, or is declared quasi-incompetent by a court after it has been sent, the validity of the declaration is not impaired.
Section 170 If the declaration of intention is made to a minor or a person adjudged incompetent or quasi-incompetent, it cannot be set up against them unless their legal representative, guardian, or curator, as applicable, has knowledge of it or has given prior consent. The provisions of this paragraph do not apply to declarations of intention concerning matters that the minor or incompetent is legally required to handle themselves.
Section 171 In interpreting a declaration of intention, the true intention is to be sought rather than the literal meaning of the words or expressions.
CHAPTER III
VOID AND VOIDABLE ACTS
Section 172 A void act cannot be ratified, and its nullity may be alleged at any time by any interested person. The return of property arising from a void act shall be governed by the provisions on undue enrichment in the Code.
Section 173 If any part of an act is void, the whole act is void unless it can be assumed from the circumstances that the parties intended the valid part to be separable from the invalid part.
Section 174 If a void act complies with the requirements of another act that is not void, it is valid as the other act, provided it can be assumed that such validity would have been intended by the parties had they known of the invalidity of the original act.
Section 175 A voidable act may be avoided by:
- The legal representative or the minor after becoming sui juris, but the avoidance can be made by the minor before becoming sui juris if consent has been given by the legal representative, or
- The person adjudged incompetent or quasi-incompetent after recovering their capacity, or by the guardian or curator, as applicable, but avoidance can be made by the quasi-incompetent before recovering their capacity if consent has been given by the curator, or
- The person who made the declaration of intention due to mistake, fraud, or duress, or
- The person of unsound mind who did the voidable juristic act under Section 30 after recovering their capacity.
If the person who did the voidable juristic act dies before making the avoidance, it may be avoided by their heir.
Section 176 When a voidable act is avoided, it is deemed to have been void from the beginning, and the parties shall be restored to the condition they were in previously. If it is not possible to restore them, they shall be indemnified with an equivalent. A person who knew or ought to have known that an act is voidable is deemed to have known that the act was void from the time the voidability became known or ought to have been known. The claim resulting from restoring the parties to their previous condition under this paragraph cannot be exercised later than one year from the date of avoidance.
Section 177 If any person entitled to avoid a voidable act under Section 175 ratifies the act, it is deemed to have been valid from the beginning, but the rights of third persons cannot be affected thereby.
Section 178 The avoidance of or ratification of a voidable act can be made through a declaration of intention to the other party who is a determinate person.
Section 179 A ratification is valid only if it is made after the state of facts forming the ground of voidability has ceased to exist. When a person adjudged incompetent or quasi-incompetent, or a person of unsound mind who did a voidable juristic act under Section 30, acquires knowledge of such act after recovering their capacity, they can ratify it only after gaining knowledge. The heir of a person who did a voidable juristic act can ratify such act after the person’s death unless the right to avoid the voidable act has extinguished. The provisions of this paragraph do not apply to ratification by a legal representative, guardian, or curator.
Section 180 If after the time when ratification under Section 179 could be made, any of the following facts occurs regarding a voidable act by an act of the person entitled to avoid the act under Section 175, it is deemed to be ratified unless a reservation is expressly made:
- The obligation has been fully or partially performed.
- The performance of the obligation has been demanded.
- A novation of the obligation has been effected.
- Security has been given for the obligation.
- The whole or part of the right or liability has been transferred.
- Any other acts have been done that indicate ratification.
Section 181 A voidable act cannot be avoided later than one year from the time when ratification could have been made, or later than ten years from when the act was done.
CHAPTER IV
CONDITIONS AND TIME
Section 182 A clause that subordinates the effect or the end of the effect of a juristic act to a future and uncertain event is considered a condition.
Section 183 A juristic act subject to a condition precedent takes effect when the condition is fulfilled. A juristic act subject to a condition subsequent ceases to have effect when the condition is fulfilled. If the parties to the act have declared an intention for the effect of the fulfillment of the condition to relate back to a time before its fulfillment, such intention shall govern.
Section 184 Any party to a juristic act subject to a condition must not, while the condition is pending, do anything that impairs the benefit that the other party might derive from the fulfillment of the condition.
Section 185 The rights and duties of the parties while the condition is pending may be disposed of, inherited, protected, or secured according to law.
Section 186 If the fulfillment of a condition is prevented in bad faith by the party to whose disadvantage it would operate, the condition is deemed to have been fulfilled. If the fulfillment of a condition is brought about in bad faith by the party to whose advantage it would operate, the condition is deemed not to have been fulfilled.
Section 187 When the condition is already fulfilled at the time of the juristic act, the act is unconditionally valid if the condition is precedent, and void if the condition is subsequent. When it is already certain at the time of the juristic act that the condition cannot be fulfilled, the act is void if the condition is precedent and unconditionally valid if the condition is subsequent. The parties still have rights and duties under Sections 184 and 185 as long as they do not know whether the condition is fulfilled or cannot be fulfilled.
Section 188 A juristic act is void if it is subject to an unlawful condition or a condition contrary to public order or good morals.
Section 189 A juristic act with a condition precedent that is impossible is void. A juristic act with a condition subsequent that is impossible is unconditionally valid.
Section 190 A juristic act with a condition precedent that depends upon the will of the debtor is void.
Section 191 If a time of commencement is annexed to a juristic act, its performance cannot be demanded before that time arrives. If a time of ending is annexed to a juristic act, its effect ceases when that time arrives.
Section 192 It is presumed that a time of commencement or ending is fixed for the benefit of the debtor unless it is clear from the tenor of the instrument or the circumstances that it was intended for the benefit of the creditor or both parties. The benefit of such a time may be waived, but this will not affect any benefit that would have accrued to the other party.
Section 193 In the following cases, the debtor cannot take advantage of a time of commencement or ending:
- If they have been ordered by the Court to place their assets under final custody and control under the bankruptcy law.
- If they have failed to provide security when required.
- If they have destroyed or diminished any security given.
- If they have provided as security a property of another person without the latter’s consent.
TITLE V
PERIODS OF TIME
Section 193/1 The manner of computing all periods of time is governed by the provisions of this Title, unless otherwise provided by law, a judicial order, rules and regulations, or a juristic act.
Section 193/2 A period of time is calculated by the day. However, if the period is shorter than a day, it shall be calculated accordingly.
Section 193/3 If the period of time is shorter than a day, it begins to run immediately. When a period of time is determined in days, weeks, months, or years, the first day of the period is not included in the calculation, unless the period begins on that day at the time customary for commencing business.
Section 193/4 For the purposes of legal proceedings, official business, or commercial and industrial activities, a day refers to the working hours determined by law, a judicial order, rules and regulations, or the usual working hours of that business, as applicable.
Section 193/5 Periods determined in weeks, months, or years are calculated according to the calendar. If the period does not begin at the start of a week, month, or year, it ends on the day preceding the corresponding day of the last week, month, or year. If there is no corresponding day in the last month of a period measured in months or years, the last day of that month shall be the end date.
Section 193/6 If a period of time is expressed in months and days, or in months and a part of a month, a full month shall be measured first, followed by the measurement of the days or the part of the month in days. If the period is expressed as a part of a year, the part of the year shall be measured first in months, and any remaining part of a month shall be measured in days. For these calculations, thirty days is considered to equal one month.
Section 193/7 If a period of time is extended and no beginning day for the extension is specified, the first day of the extension is the day following the last day of the original period.
Section 193/8 If the last day of a period falls on a holiday recognized by official notification or customary practice during which no business is conducted, the period is extended to include the next working day.
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