assent to accept it, can not be revoked as to the advantage stipulated in his favor without his consent.

C. C. 1810 (1804), 1889 (1883), 1890 (1884); C. N. 1121; C. P. 35; 12 R. 152; 1 A. 372; 3 A. 129; 9 A. 195; 16 A. 126, 198, 339, 418; 17 A. 204, 224; 22 A. 362; 24 A. 28.

ART. 1903. [1897.]-The obligation of contracts extends not only to what is expressly stipulated, but also to everything that, by law, equity or custom, is considered as incidental to the particular contract, or necessary to carry it into effect.

C. C. 3 (3); C. N. 1135; 3 L. 225, 228; 1 A. 419; 3 A. 600; 21 A. 53, 55.

ART. 1904. [1898.]-Contracts, as to their effects upon property or real rights, are of two kinds :

1. Such as purport a transfer of that which is the object of the contract.

2. Such as only give a temporary right to the enjoyment of it.

SECTION 2.

Of the Obligation of Giving.

ART. 1905. [1899.]-The term to give, in this division of obligations, is applied only to corporeal objects, that may be actually delivered from one to another; and it includes the payment of money as well as the delivery of any other article. A covenant, respecting an incorporeal right comes under the definition of contracts to do or not to do, because some act, besides that of delivery, is necessary for the transfer of such rights.

ART. 1906. [1900.]-A contract for the delivery of a promissory note, payable to bearer or payable to order, and already indorsed, or any other negotiable paper of the same nature, also indorsed, or transferable by delivery only, comes under the description of a contract to give; but a contract to transfer a note to order not indorsed, or any other debt that requires an act of transfer, is an obligation to do.

ART. 1907. [1901.]-The obligation of giving includes that of delivering the thing, and of keeping it safe, until the delivery of it; the person who contracts to give being liable, on failure, to pay damages to the person with whom he has contracted.

C. N. 1136.

ART. 1908. [1902.]-The obligation of carefully keeping the thing, whether the object of the contract be solely the utility of one of the parties, or whether its object be their common utility, subjects the person who has the thing in his keeping to take all the care of it that could be expected from a prudent administrator.

This obligation is more or less extended with regard to cer

tain contracts, the effects of which, in this respect, are explained under their respective titles.

C. C. 3167 (3134); C. N. 1137; 18 L. 553; 1 A. 344.

ART. 1909. [1903.]-If the obligation be to deliver an object which is particularly specified, it is perfect by the mere consent of the parties. It renders the creditor the owner, and although it be not delivered to him, puts the thing at his risk from the date of the obligation, if the contract is one of those that purport a transfer.

C. C. 1920 (1914), 1925 (1919), 2456 (2431), 2467 (2442); C. N. 1138; 2 A. 654, 746; 21 A. 596.

ART. 1910. [1904.]-But if a debtor of a thing is in default for not having made the delivery, it is at his risk from the time of his default.

6 L. 159; 2 R. 313; 1 A. 409; 15 A. 438.

ART. 1911. [1905.]—The debtor may be put in default in three different ways: by the term of the contract, by the act of the creditor, or by the operation of law:

1. By the terms of the contract, when it specially provides that the party, failing to comply, shall be deemed to be in default by the mere act of his failure.

2. By the act of the party, when at or after the time stipulated for the performance, he demands that it shall be carried into effect, which demand may be made, either by the commencement of a suit, by a demand in writing, by a protest made by a notary public, or by a verbal requisition made in the presence of two witnesses.

3. By the operation of law. This takes place in cases where the breach of the contract alone is by law declared to be equivalent to a default. The law having declared that the neglect to return a thing loaned for use, at a stipulated time, or the application of it to another use than the one for which it was lent, puts it at the risk of the borrower; this, without any act of the lender, puts the borrower in default, and forms an example of this part of the rule.

C. C. 1913 (1907), 1933 (1927), et seq., 2899 (2870); C. N. 1139; 1 L 269, 469; 3 L. 99; 5 L. 375; 9 L. 478; 17 L. 310, 341, 346; 18 L. 88, 91; 6 R. 450; 9 R. 492; 1 A. 391; 13 A. 355; 15 A, 112, 220, 377, 465, 467, 518, 630, 635; 19 A. 7; 20 A. 384; 24 A. 54, 344.

ART. 1912. [1906.]—The effects of being put in default are not only that, in contracts to give, the thing, which is the object of the stipulation, is at the risk of the person in default; but in the cases hereinafter provided for it is a prerequisite to the recovery of damages and of profits and fruits, or to the rescission of the contract.

C. C. 1914 (1908), 2899 (2870); 6 N. S. 230, 624; 1 L. 98; 7 L. 193; 13 L. 229; 17 L. 342; 18 L. 88; 2 R. 498; 3 R. 400; 6 R. 450; 9 R. 495; 10 R. 524; 1 A. 391; 3 A. 208; 14 A. 716; 15 A. 518, 683; 16 A. 321; 17 A. 32; 19 A. 130, 301; 20 A. 535; 22 A. 516; 24 A. 324.

ART. 1913. [1907.]-In commutative contracts, where the reciprocal obligations are to be performed at the same time, or the one immediately after the other, the party who wishes to put the other in default, must, at the time and place expressed in, or implied by the agreement, offer or perform, as the contract requires, that which on his part was to be performed, otherwise the opposite party will not be legally put in default.

C. C. 1911 (1905); 3 L. 382; 5 L. 375; 6 L. 154; 13 L 229, 449; 15 L. 297; 5 R 83; 3 A. 274; 5 A. 577; 10 A. 27; 11 A. 741; 13 A. 419; 14 A. 713; 16 A. 321; 17 A. 92; 19 A. 84, 130, 178; 23 A. 107.

ART. 1914. [1908.]-Although the contract be either not commutative, or, if commutative, the reciprocal obligations are not to be performed at the same time, yet the party wishing to put the other in default, must be himself ready, and must offer to receive the performance at the time and place stipulated in the contract or implied from the nature of the act to be done, and he can not avail himself of any demand at any other time or place; but if the obligation be to do or give any thing that may as well be given, or done at one time and place as at another, then the party failing may be put in default as well after as at the time the obligation becomes due. Promissory notes and bills of exchange are not governed by this rule, but by those of commercial law.

C. C. 1912 (1906), 2822 (2793), 2912 (2883); 13 L. 229; 3 A. 464; 11 A. 741; 13 A. 419; 16 A. 321; 19 A. 84.

ART. 1915. [1909.]-But if the object, contracted to be given, be not a thing particularly specified, but is uncertain, indeterminate, or described only by quantity or number, it is at the risk of the creditor only from the time he is in legal default for not receiving the thing after it has been tendered. A contract to deliver a certain number of bushels of wheat to pay a certain sum of money, or to ship a certain number of hogsheads of sugar, without further identification, comes under this rule.

C. C. 2458 (2433), 2467 (2442); 17 A. 146, 151; 24 A. 150.

ART. 1916. [1910.]-There is an exception to the rule established in the last preceding article; when the object of the contract, although indeterminate in itself, makes part of a whole that is determinate and certain, and the whole, of which it forms a part, is lost or destroyed by inevitable accident before delivery, the loss will fall on the creditor of the thing sold. A sale of ten bales, of the hundred bales of cotton in a particular store, is an example of this rule; and if all the cotton be destroyed by fire, the accident will discharge the seller from the obligation of delivering it.

18 A. 568; 19 A. 116, 117; 24 A. 150.

ART. 1917. [1911.]-In the case provided for by the last

article, it must appear that the designation of the mass, from which the particular object of the contract is to be taken, was intended by the parties as restrictive; that is to say, that their intention was confined to that particular property, and no other of the same kind. Where such intent is not clearly expressed, it shall be presumed that no such restriction was intended; and the thing is at the risk of the debtor until delivery or default. 18 A. 568; 24 A. 150.

ART. 1918. [1912.]-Although the contract contain an obligation to deliver, yet if it be one that does not purport a transfer of property, the thing is always at the risk of the obligor, provided there be no specific agreement to the contrary.

ART. 1919. [1913.]-If the contract be complete, and be one that purports a transfer of the ownership of the property, its destruction before delivery or default does not exonerate the party who was to have received it, from the performance or delivery of that which on his part was intended as the price or equivalent for such property.

C. C. 2642 (2612), 2643 (2613).

ART. 1920. [1914.]-The rule that the obligation to deliver a determinate object is perfect by the mere consent of the parties, and that the obligee is the owner from the time of such contract, is without any exception as respects immovables, not only between the parties, but as to all the world, provided the contract be clothed with the formalities required by law, that it is bona fide, and purports to transfer the ownership of the property. C. C. 1909 (1903); 16 A. 284.

ART. 1921. [1915.]-In cases, however, of contracts, which purport to transfer the ownership of immovable property, if he who transfers it is suffered by the obligee to remain in corporal possession for a longer time than is reasonably required to deliver the actual possession and to act as owner, to the injury of a third person, who may afterwards contract with him, or acquire rights upon his property as creditor, it will be considered as a mark of fraud, and will throw the burden of proving that the contract was made bona fide upon him to whom the ownership of the property was transferred by the first contract, in any controversy with creditors of the obligor or person acquiring bona fide intermediate rights by contract with him.

C. C. 1848 (1842), 2242 (2239), 2246 (2242), 2258, 2280 (2259), 2442 (2417), 2479 (2455), 2480 (2456), 3536 (3501); 4 L. 840; 6 L. 538; 11 L. 276; 17 L. 359; 5 R. 18; 7 R. 434; 2 A. 266, 912; 5 A. 1; 11 A. 705; 12 A. 666; 13 A. 340; 15 A. 4, 616; 16 A. 284; 18 A. 732; 20 A. 42.

ART. 1922. [1916.]-With respect to movable effects, although, by the rule referred to in the two last preceding articles, the consent to transfer vests the ownership of the property in the obligee, yet this effect is strictly confined to the parties

until actual delivery of the object. If the vender, being in possession, should, by a second contract, transfer the ownership of the property to another person, who gets the possession before the first obligee, the last transferee is considered as the owner, provided the contract be made on his part bona fide, and without notice of the former contract.

C. C. 2247 (2243); C. N. 1141; 3 M. 222, 269; 4 M. 25; 5 M. 32; 7 M. 24; 9 M. 403; 12 L. 375; 12 R. 26; 3 R. 331; 12 R. 51; 1 A. 59; 16 A. 284; 17 A. 254; 18 A. 608; 19 A. 78, 436; 20 A. 282; 24 A. 92.

ART. 1923. [1917.]-In like manner, if movable property has been alienated by contract, but not delivered, it is liable in the hands of the obligor to seizure and attachment, in behalf of his creditors.

C. C. 2468 (2443), 2480 (2456); 1 A. 59; 3 A. 462; 14 A. 433, 699; 15 A. 654, 655; 16 A. 284; 17 A. 236, 254; 18 A. 606; 19 A. 75; 20 A. 282; 23 A. 435; 24 A. 92.

ART. 1924. [1918.]—What shall be considered a delivery of possession is determined by the rules of law, applicable to the situation and nature of the property.

C. C. 2247 (2243).

ART. 1925. [1919.]-If the contract be one of those that do not purport to transfer the ownership of the property, but only to give a right to the temporary enjoyment of it, the right to that enjoyment vests by the mere consent of the parties, in the same manner and subject to the same rules as are above laid down for contracts which purport to transfer the ownership of the property.

C. C. 1909 (1903).

SECTION 3.

Of the Obligations to do, or not to do.

ART. 1926. [1920.]—On the breach of any obligation to do or not to do, the obligee is entitled either to damages, or, in cases which permit it, to a specific performance of the contract, at his option, or he may require the dissolution of the contract, and in all these cases damages may be given where they have accrued, according to the rules established in the following section.

C. N. 1142; 8 R. 157; 13 A. 519; 14 A. 606, 848; 16 A. 111; 20 A. 291, 505; 23 A. 50.

ART. 1927. [1921.]-In ordinary cases, the breach of such a contract entitles the party aggrieved only to damages, but where this would be an inadequate compensation, and the party has the power of performing the contract, he may be constrained to a specific performance by means prescribed in the laws which regulate the practice of the courts.

C. P. 636.