ART. 1952. [1947.]—Terms, that present two meanings, must be taken in the sense most congruous to the matter of the

contract.

C. N. 1158; 10 R. 365.

ART. 1953. [1948.]-Whatever is ambiguous is determined according to the usage of the country where the contract is made. C. C. 3 (3); C. N. 1159; 22 A. 340.

ART. 1954. [1949.]-In contracts, the clauses in common use must be supplied, though they be not expressed.

C. N. 1160.

ART. 1955. [1950.]-All clauses of agreements are interpreted the one by the other, giving to each the sense that results from the entire act.

C. C. 1948 (1943); C. N. 1161; 12 R. 31; 11 A. 98; 22 A. 283.

ART. 1956. [1951.]—When the intent of the parties is doubtful, the construction put upon it, by the manner in which it has been executed by both, or by one with the express or implied assent of the other, furnishes a rule for its interpretation.

C. C. 753 (749), 1948 (1943); C. N. 1162; 1 L. 260; 12 L. 546; 3 R. 171; 6 R. 373; 12 R 167; 1 A. 232; 2 A. 249, 475; 3 A. 663; 4 A. 441; 15 A. 143; 16 A. 196; 17 A. 190, 198; 19 A. 178; 20 A. 179, 180.

ART. 1957. [1952.]—In a doubtful case the agreement is interpreted against him who has contracted the obligation.

C. C. 753 (749), 2474 (2449); C. N. 1162; 6 L. 191; 3 R. 171; 1 A. 391; 2 A. 249; 3 A. 224; 6 A. 204; 15 A. 143; 19 A 167, 168; 20 A. 363. Acts 1871, No. 87.

ART. 1958. [1953.]—But if the doubt or obscurity arise for the want of necessary explanation which one of the parties ought to have given, or from any other negligence or fault of his, the construction most favorable to the other party shall be adopted, whether he be obligor or obligee.

10 R. 52; 6 A. 204; 11 A. 34, 98; 20 A. 363.

ART. 1959. [1954.]—However general be the terms in which a contract is couched, it extends only to the things concerning which it appears that the parties intended to contract.

C. N. 1163; 12 A. 30.

ART. 1960. [1955.]-But when the object of the contract is an aggregate composed of many or of different articles, there the general description or aggregate name will include all the particular articles which enter into the composition of the whole, although they were not specified, or were even unknown to both or either of the parties. A release of a share in a succession, under this rule, shall not be set aside on an allegation that the succession contained more or less than was supposed; where there is concealment, however, or fraud, it would be void under other rules before laid down.

C. C. 1847 (1841).

ART. 1961. [1956.]-The rule, laid down in the last article,

must also be taken with the further modification that, although the aggregate appellation or description be used, yet, if by some other part of the contract, it appears that the intent of the parties was not to include the whole, but only that part of which they had notice, such evident intent shall correct the universality of the description. Thus, in a release of a whole share in a succession, if there be a reference to an inventory as descriptive of what that share is, the contract, notwithstanding the general terms, shall be confined to what is contained in the inventory.

C. N. 1164.

ART. 1962. [1957.]-When a contract contains general obligations, and the parties, in order to avoid a doubt whether a particular case comes within the scope of the agreement, have made special provision for such case, the general terms of the contract shall not on this account be restricted to the single case that is provided for.

C. N. 1164; 17 A. 190, 198.

SECTION 6.

Of the Obligations to Perform, as Incidents to a Contract, all that is Required by Equity, Usage, or Law.

ART. 1963. [1958.]-When the intent of the parties is evident and lawful, neither equity nor usage can be resorted to, in order to enlarge or restrain that intent, nor can any law operate to that effect, unless it be some prohibition or other provision, which the parties had no right to modify or renounce.

21 A. 217.

ART. 1964. [1959.]-Equity, usage and law supply such incidents only as the parties may reasonably be supposed to have been silent upon from a knowledge that they would be supplied from one of these sources.

13 A. 611; 24 A. 217.

ART. 1965. [1960.]-The equity intended by this rule is founded in the Christian principle not to do unto others that which we would not wish others should do unto us; and on the oral maxim of the law that no one ought to enrich himself at the expense of another. When the law of the land, and that which the parties have made for themselves by their contract, are silent, courts must apply these principles to determine what ought to be incidents to a contract, which are required by equity.

C. C. 21 (21), 1891 (1885). 1892 (1886), 2299 (2278); 12 L 546; 1 A. 197; 3 A. 203, 326; 4 A. 145; 14 A. 760; 15 A. 481; 17 A. 301; 19 A. 434; 22 A. 138; 24 A. 253. ART. 1966. [1961.]-By the word usage mentioned in the preceding articles, is meant that which is generally practiced in

affairs of the same nature with that which forms the subject of the contract.

House rent in some cities is generally paid by the month; in others by the quarter. In a contract for the hire of a house, without expressing when the rent was to be paid, the deficiency would be supplied by proof of the usage, but if a contrary intent appear in the contract, the usage would not contravene it.

C. C. 3 (3), 2716 (2686). (Article 270 of C. C. of 1825, not reproduced in this code.) 8 M. 309; 1 N. S. 192; 7 L. 211, 524; 18 L. 380; 4 R. 381; 15 A. 268.

ART. 1967. [1962.]-The law, intended by the rule before referred to, means such legislative provisions as provide for those cases in which the parties have not declared their intention. When the contracting parties have not derogated from such law, its provisions are to be followed. The laws directing a community of matrimonial gains and a warranty on sales, are examples of this kind of legislative provision, which take effect and regulate the contract when the parties make no agreement that contravene them.

C. C. 1 (1), 2 (2); 13 A. 611.

SECTION 7.

What Contracts shall be Avoided by Persons not Parties to them.

ART. 1968. [1963.]-Contracts, considered with respect to their operation on property, either purport to transfer ownership or to give some determinate right upon it. A sale or exchange is an example of the first, a pledge or mortgage of the second of these species of contracts. There is a third right implied in all obligations, to wit: That the property of the debtor shall be liable for all consequences attending their nonperformance; but this right can not be exercised, unless the contract be broken, nor until judgment be obtained for the recovery of what is due in consequence of its breach.

C. C. 1994 (1989), 2480 (2456), 3183 (3150); 2 L. 543; 6 L. 83; 11 L. 424; 16 L. 363; 11 R. 190; 1 A. 132, 262; 3 A. 627; 4 A. 36; 5 A. 400; 13 A. 595; 14 A. 436, 560; Part. v., T. xiv., L. 7-12.

ART. 1969. [1964.]-From the principle established by the last preceding article, it results that every act done by a debtor with the intent of depriving his creditor of the eventual right he has upon the property of such a debtor, is illegal, and ought, as respects such creditor, to be avoided. This can be done in the mode and under the circumstances set forth in the following rules.

C. C. 1458 (1411); C. P. 240, § 4, 5; 9 L. 355; 11 L. 464, 530; 16 L. 369; 11 R. 190; 7 A. 456; 13 A. 595; 15 A. 653; 17 A. 75; 23 A. 46; D. Sec. 109.

§ I.

OF THE ACTION OF THE CREDITORS IN AVOIDANCE OF CONTRACT, AND ITS INCIDENTS.

ART. 1970. [1965.]—The law gives to every creditor, when there is no cession of goods, as well as to the representatives of all the creditors where there is any such cession, or other proceedings by which they are collectively represented, an action to annul any contract made in fraud of their rights.

C. C. 1847 (1841), 1978 (1973), 3360 (3324); C. N. 1166, 1167; 1 L. 500; 2 L. 16, 19; 3 L. 461; 4 L. 341; 9 L. 355; 11 L. 521; 13 L. 339; 16 L. 106, 369, 559; 17 L. 258; 4 A. 309, 365; 10 A. 218, 570; 13 A. 147; 14 A. 350, 477; 15 A. 177, 221, 302, 531, 581; 21 A. 271, 273, 376; 23 A. 205; 24 A. 35, 46. Acts 1855, March 15.

ART. 1971. [1966.]-This action can only be exercised when the debtor has not property.sufficient to pay the debt of the complaining creditor, or of all his creditors where there has been a cession, or any proceeding analogous thereto.

1 L. 500; 21 A. 271, 273.

ART. 1972. [1967.]-It can not be exercised by individual creditors, until their debts are liquidated by a judgment, unless the defendant in such action be made party to the suit for liquidating the debt brought against the original debtor in the manner hereinafter directed.

1 L. 500; 12 L. 197; 1 R. 525; 10 R. 387, 399; 4 A. 135; 5 A. 401; 8 A. 386.

ART. 1973. [1968.]-The defendant in such action may demand a discussion of the property belonging to the original debtor, before any judgment shall be pronounced in the suit to avoid the contract; and on his pointing out and proving the existence of such property situate within this State, and the title to which is not in dispute, the suit against him shall be staid until such property shall be dismissed, and if the result of this discussion be that the property pointed out is not applicable to the payment of the plaintiff, the defendant shall bear all the expenses of the same.

1 L. 500; 4 L. 329; 12 R. 141.

ART. 1974. [1969.]—If, during the pendency of the action given by this section, the original debtor discharges the debt due to the plaintiff, or acquires the property applicable to its payment and sufficient in amount, such action can no longer be sustained, it being the true intent of the law that a contract avoidable by creditors under this section can not, on that account, be avoided by either of the parties.

ART. 1975. [1970.]-The plaintiff in the action given in this section may join the suit for annulling the contract to that which he brings against the original debtor for liquidating his

debt by a judgment, and in such suit either of the defendants may controvert the demand of the plaintiff.

1 L. 500, 503; 15 L. 470; 1 R. 525; 10 R. 387, 399.

ART. 1976. [1971.]—When the defendant in the action given by this section has not been made party to the suit against the original debtor, he may controvert the demand of the plaintiff, although it be liquidated by a judgment, in the same manner that the debtor might have done before the judgment.

12 L. 200; 1 R. 525; 10 R. 387, 399; 2 A. 544; 4 A. 135; 21 A. 667.

ART. 1977. [1972]-The judgment in this action, if maintained, shall be that the contract be avoided as to its effects on the complaining creditors, and that all the property or money taken from the original debtor's estate, by virtue thereof, or the value of such property to the amount of the debt, be applied to the payment of the plaintiff.

6 L. 540; 16 L. 144; 17 L. 258, 559; 9 R. 231; 10 R. 399; 2 A. 14; 6 A. 552; 8 A. 453; 11 A. 168; 14 A. 475, 477; 15 A. 397, 423, 531; 16 A. 12; 17 A. 75; 21 A. 271, 273.

§ II.

WHAT CONTRACTS SHALL BE AVOIDED BY THIS ACTION.

ART. 1978. [1973.]-No contract shall be avoided by this action but such as are made in fraud of creditors, and such as, if carried into execution, would have the effect of defrauding them. If made in good faith, it can not be annulled, although it prove injurious to the creditors; and although made in bad faith, it can not be rescinded, unless it operate to their injury.

C. C. 1970 (1965), 1981 (1979), 2221 (2218), 2480 (2456), 3256 (3223), 3257 (3224), 3323 (3291), 3324 (3292), 3325 (8293), 3359 (3323), 3360 (3324), 3361 (3325); 4 L. 250; 9 L. 355; 10 L. 345, 348; 16 L. 145, 150, 363; 19 L. 600; 1 R. 527; 2 R. 38, 99; 4 R. 408; 11 R. 190, 493, 533; 12 R. 141; 15 A. 505, 560, 653; 16 A. 402; 19 A. 289.

ART. 1979. [1974.]-If the contract be onerous, and the original debtor made it with intent to defraud his creditors, but the person, with whom he contracted, was in good faith, the contract can not be annulled, except under the circumstances and in the manner hereinafter provided.

C. C. 1772 (1765), 1773 (1766); 10 L. 345, 348; 16 L. 150; 19 L. 600; 15 A. 177, 505, 560. Acts 1855, p. 274.

ART. 1980. [1975.]-If the contract be purely gratuitous, it shall be presumed to have been made in fraud of creditors, if, at the time of making it, the debtor had not over and above the amount of his debts, more than twice the amount of the property passed by such gratuitous contract.

10 L. 369; 16 L. 150; 15 A. 302, 505, 599; 21 A. 195.