Thailand Civil and Commercial Code Sections-290-353
CHAPTER III
PLURALITY OF DEBTORS AND CREDITORS
Section 290 If several persons owe a divisible performance, or if a divisible performance is owed to several persons, each debtor is, in case of doubt, liable only for an equal share, and each creditor is entitled to an equal share.
Section 291 If several persons owe an act of performance in such a manner that each is bound to effect the whole performance, though the creditor is entitled to obtain the whole performance only once (i.e., joint debtors), the creditor may demand the performance, at their option, from any one of the debtors, either in whole or in part. Until the entire performance has been effected, all of the debtors remain bound.
Section 292 Performance of the obligation by one joint debtor operates in favor of the other debtors. The same rule applies to any act in lieu of performance, to the deposit in lieu of performance, and to set-off. A claim belonging to one of the joint debtors may not be set off by the other debtors.
Section 293 A release of the obligation granted to one of the joint debtors benefits the other debtors only in respect of the share of the debtor who has been released, unless otherwise agreed.
Section 294 The default of the creditor toward one joint debtor also benefits the other debtors.
Section 295 Facts other than those specified in Sections 292 to 294 apply, unless the contrary appears from the nature of the obligation, only to the joint debtor to whom they particularly refer. This applies, in particular, to the giving of notice, default, immutability of fault, impossibility of performance on the part of one joint debtor, prescription or its interruption, and merger of the claim in debt.
Section 296 As between themselves, joint debtors are liable in equal shares, unless otherwise provided. If the contribution due from one of the joint debtors cannot be obtained, the deficiency shall be borne by the other debtors who are bound to make a contribution. If one of the joint debtors has been released from the joint obligation, the creditor takes upon themselves that share which the debtor released by them ought to have borne.
Section 297 If in a contract several persons bind themselves in common to effect a performance, they are liable, in case of doubt, as joint debtors even in the case of a divisible performance.
Section 298 If several persons are entitled to demand an act of performance in such a manner that each can demand the whole performance, though the debtor is bound to effect the whole performance only once (i.e., joint creditors), the debtor may, at their option, perform in favor of any one of the creditors. This applies even if one of the creditors has already brought an action for performance.
Section 299 Default on the part of one joint creditor also affects the other creditors. If a claim and a debt become merged in one joint creditor, the rights of the other creditors against the debtor are extinguished. For the rest, the provisions of Sections 292, 293, and 295 apply mutatis mutandis. In particular, if one joint creditor transfers their claim to another person, the rights of the other creditors remain unaffected.
Section 300 Joint creditors are, as between themselves, entitled to equal shares, unless otherwise provided.
Section 301 If several persons owe an indivisible performance, they are liable as joint debtors.
Section 302 If an indivisible performance is owed to several persons, and if they are not joint creditors, the debtor may only perform in favor of all in common, and each creditor may only demand the performance in favor of all. Each creditor may demand that the debtor deposits the thing owed for the benefit of all creditors, or if the thing is not suitable to be deposited, that it be consigned to a custodian appointed by the Court.
For the rest, a fact that refers only to one creditor does not avail in favor of nor against the other creditors.
CHAPTER IV
TRANSFER OF CLAIMS
Section 303 A claim may be transferred, unless its nature does not admit of it. The provisions of the foregoing paragraph do not apply if the parties have declared a contrary intention. Such a declaration of intention, however, cannot be set up against a third person acting in good faith.
Section 304 A claim is not transferable if it is not subject to judicial attachment.
Section 305 With the transferred claim, the rights of mortgage or pledge existing on its account and the rights arising from a suretyship established for it pass to the transferee. The transferee may also enforce any preferential right connected with the claim in case of compulsory execution or bankruptcy.
Section 306 The transfer of an obligation performable to a specific creditor is not valid unless it is made in writing. It can be set up against the debtor or a third person only if notice of the transfer has been given to the debtor or if the debtor has consented to the transfer. Such notice or consent must be in writing.
The debtor is discharged if they satisfy the transferor by way of payment or otherwise before they have received notice of, or have agreed to, the transfer.
Section 307 If a right is claimed under different transfers, the first transfer notified, or agreed to, shall be preferred.
Section 308 If the debtor has given the consent mentioned in Section 306 without reservation, they cannot set up against the transferee a defense which they might have made against the transferor. However, if the debtor has made any payment to the transferor or assumed an obligation to the transferor in order to extinguish the obligation, they may recover such payment or treat such obligation as if it did not exist.
If the debtor has only received a notice of the transfer, they may set up against the transferee any defense which they had against the transferor before receiving such notice. If the debtor had a claim against the transferor not yet due at the time of the notice, they can set off such a claim provided that the same would become due no later than the claim transferred.
Section 309 The transfer of an obligation performable to order can be set up against the debtor or another third person only if the transfer is endorsed on the instrument, and the instrument itself is delivered to the transferee.
Section 310 The debtor of an obligation performable to order has the right, but is not bound, to verify the identity of the holder of the instrument or the genuineness of their signature or seal. However, if the debtor acts in bad faith or with gross negligence, their performance is invalid.
Section 311 The provisions of the foregoing section apply correspondingly if a creditor is designated in the instrument, but it is added that performance shall be made to the holder of such an instrument.
Section 312 The debtor of an obligation performable to order cannot set up against any transferee in good faith defenses which they might have set up against the original creditor, except those that appear on the face of the instrument or result naturally from its character.
Section 313 The provisions of the foregoing section apply correspondingly to obligations performable to bearer.
CHAPTER V
EXTINCTION OF OBLIGATION
PART I
Performance
Section 314 Performance of an obligation may be made by any third person, unless its nature does not admit of it, or the parties concerned have declared a contrary intention. A person who has no interest in the performance cannot make performance against the will of the debtor.
Section 315 Performance must be made to the creditor or a person having authority to receive performance on their behalf. A performance made to a person who has no authority to receive it is valid if the creditor ratifies it.
Section 316 If performance is made to the apparent possessor of an obligation, it is valid only if the person making the performance acted in good faith.
Section 317 Except in the case mentioned in the foregoing section, a performance made to a person who is not entitled to receive it is valid only to the extent that the creditor has been enriched thereby.
Section 318 A person who holds a receipt is deemed to have the right to receive performance; this does not apply if the person making the performance knows that such a right does not exist or is ignorant of it due to their negligence.
Section 319 When a third debtor who has been ordered by a court to refrain from making performance has made the performance to their own creditor, the seizing creditor may, insofar as they have sustained damage, demand another performance from the third debtor. The provisions of the foregoing paragraph do not prevent the third debtor from exercising the right to recourse against their own creditor.
Section 320 The creditor cannot be compelled to receive part performance or any performance other than that which is due to them.
Section 321 An obligation is extinguished if the creditor accepts in lieu of performance another performance than agreed upon. If the debtor, for the purpose of satisfying the creditor, assumes a new obligation towards them, it is not to be presumed, in case of doubt, that the debtor assumes the new obligation in lieu of performance.
If performance is made by making, transferring, or endorsing a bill or warrant, the obligation is extinguished only if such a bill or warrant is paid.
Section 322 If a thing, a claim against a third person, or any other right is given in lieu of performance, the debtor shall be liable for defects and for eviction in the same manner as the seller.
Section 323 If the subject of an obligation is the delivery of a specific thing, the person making the performance must deliver the thing in the condition it is in at the time when the delivery is to be made. The debtor must, until delivery, keep the thing with such care as a person of ordinary prudence would take of their own property.
Section 324 When there is no special declaration of intention as to the place of performance, if a specific thing is to be delivered, the delivery is to be made at the place where the thing was at the time when the obligation arose. Other kinds of performance must be made at the place of the creditor’s present domicile.
Section 325 When there is no declaration of intention as to the expenses of performance, such expenses are to be borne by the debtor. However, if the expenses are increased due to the creditor’s transfer of their domicile or any other act of theirs, the increase must be borne by the creditor.
Section 326 The person making the performance is entitled to a receipt from the person who receives the performance, and if the performance is wholly performed, they are entitled to have the document embodying the obligation surrendered to them or canceled. If such a document is declared to be lost, they are entitled to have the extinction of the obligation mentioned in the receipt or in a separate document. If the obligation is partly performed or if the document gives the creditor any other right, the debtor is only entitled to a receipt and to have the performance noted in the document.
Section 327 In the case of interest or other periodic performance, if the creditor gives a receipt for one term without any reservation, it is presumed that they have received performance for the previous terms. If they give a receipt for the capital, it is presumed that they have received the interest.
Section 328 If a debtor is bound to the creditor to perform similar acts by virtue of several obligations, and if the performance effected by them is insufficient to discharge all debts, the debt that is discharged is the one specified by the debtor at the time of the performance.
If the debtor makes no specification, then the following order applies:
- The debt that is due is first discharged.
- Among several debts that are due, the one which affords the creditor the least security is discharged first.
- Among several equally secured debts, the one most burdensome to the debtor is discharged first.
- Among several equally burdensome debts, the oldest debt is discharged first.
- When several debts are equally old, each debt is discharged proportionately.
Section 329 If the debtor, besides the principal performance, is also bound to pay interest and costs, the value of an act of performance sufficient to discharge the whole debt is applied first to the costs, then to the interest, and lastly to the principal performance.
Section 330 Proper tender of performance effects a discharge from all responsibilities arising out of non-performance from the time of the tender.
Section 331 If the creditor refuses or is unable to accept performance, the person performing may be discharged from the obligation by depositing the thing forming the subject of the obligation for the creditor’s benefit. The same applies if the person performing, without fault on their part, cannot ascertain the right or identity of the creditor.
Section 332 If the debtor is bound to perform only after the counter-performance has been effected by the creditor, the debtor may make the right of the creditor to receive the deposited thing contingent upon the creditor’s counter-performance.
Section 333 A deposit must be made at the deposit office or the place where the obligation is to be performed. If there are no special provisions by law or regulations as to deposit offices, the Court must, on application of the person performing, designate a deposit office and appoint a custodian for the deposited thing. The depositor must, without delay, give notice of the deposit to the creditor.
Section 334 The debtor has the right to withdraw the deposited thing. If they withdraw it, the deposit is deemed never to have been made.
The right of withdrawal is barred in the following cases:
- If the debtor declares to the deposit office that they waive their right of withdrawal.
- If the creditor declares their acceptance to the deposit office.
- If the deposit has been ordered or confirmed by the Court and the fact is notified to the deposit office.
Section 335 The right of withdrawal is not subject to judicial attachment. If bankruptcy proceedings are instituted against the debtor’s property, the right of withdrawal cannot be exercised during the bankruptcy proceedings.
Section 336 If the thing forming the subject of performance is not suitable for deposit, or if there is a risk that it may perish, be destroyed, or damaged, the person performing may, with the Court’s permission, sell it at auction and deposit the proceeds. The same applies if keeping the thing would be unreasonably expensive.
Section 337 The auction is not permissible until after the creditor has been warned of it. The warning may be dispensed with if the thing is liable to deterioration and there is danger in delaying the auction. The debtor must, without delay, notify the creditor of the auction; if the debtor fails to do so, they are liable for compensation. The warning and the notice may be dispensed with if they are impracticable. The time and place of the auction, along with a general description of the thing, shall be publicly advertised.
Section 338 The cost of the deposit or of the auction shall be borne by the creditor, unless the deposit is withdrawn by the debtor.
Section 339 The creditor’s right to the deposit is extinguished after the lapse of ten years from the receipt of notice of the deposit. After the creditor’s right is extinguished, the debtor is entitled to withdraw the deposit even if they have waived their right of withdrawal.
PART II
Release
Section 340 If the creditor declares to the debtor an intention to release the obligation, the obligation is extinguished. When an obligation has been evidenced by writing, the release must also be in writing, or the document embodying the obligation must be surrendered to the debtor or canceled.
PART III
Set-off
Section 341 If two persons are bound to each other by obligations whose subject matter is of the same kind and both obligations are due, either debtor may be discharged from their obligation by set-off to the extent to which the amounts of the obligations correspond, unless the nature of one of the obligations does not admit of it.
The provisions of the foregoing paragraph do not apply if the parties have declared a contrary intention; however, such an intention cannot be set up against a third person acting in good faith.
Section 342 Set-off is made by a declaration of intention from one party to the other. A condition or time for the commencement or ending of the set-off cannot be added to such a declaration. The declaration of intention mentioned in the foregoing paragraph relates back in its effect to the time when both obligations could first have been set off.
Section 343 A set-off may be made even if the places of performance of the two obligations are different, but the party who makes the set-off must indemnify the other party for any damage caused thereby.
Section 344 A claim against which there is a defense may not be set off. Prescription does not exclude set-off if the claim barred by prescription was not barred at the time it could have been set off against the other claim.
Section 345 If an obligation arises from an unlawful act, the debtor cannot avail themselves of a set-off against the creditor.
Section 346 If a claim is not subject to judicial attachment, it is not subject to set-off.
Section 347 A third debtor who has received from the Court an order of prohibition of payment cannot set up against the seizing creditor an obligation that he has subsequently acquired.
Section 348 If either party has several claims suitable for set-off, the party making the set-off may specify which claims are to be set off against each other. If the set-off is declared without such specification, or if the other party objects without delay, the provisions of Section 328, paragraph 2, apply mutatis mutandis.
If the party making the set-off owes the other party interest and costs in addition to the principal performance, the provisions of Section 329 apply mutatis mutandis.
PART IV
Novation
Section 349 When the parties concerned have concluded a contract that changes the essential elements of an obligation, that obligation is extinguished by novation.
If a conditional obligation is made unconditional, or a condition is added to an unconditional obligation, or if a condition is changed, it is regarded as a change of an essential element of the obligation. A novation involving a change of the creditor is governed by the provisions of this Code concerning the transfer of claims.
Section 350 A novation involving a change of the debtor may be effected by a contract between the creditor and the new debtor, but this cannot be done against the will of the original debtor.
Section 351 If the obligation resulting from a novation does not come into existence or is annulled due to an illegality in its grounds or for some reason unknown to the parties, the original obligation is not extinguished.
Section 352 The parties to a novation may, to the extent of the subject of the original obligation, transfer a right of pledge or mortgage given as security for it to the new obligation; but if such security was given by a third person, his consent is necessary.
PART V
Section 353 An offer to make a contract in which a period for acceptance is specified cannot be withdrawn within that period.
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