Section § 1635

Explanation

This law states that all contracts, no matter who they are between, should be understood using the same rules unless a different rule is specified elsewhere in this legal code.

All contracts, whether public or private, are to be interpreted by the same rules, except as otherwise provided by this Code.

Section § 1636

Explanation

This law states that when interpreting a contract, it's important to understand and honor what both parties intended when they first made the agreement, as long as that intention can be figured out and is legal.

A contract must be so interpreted as to give effect to the mutual intention of the parties as it existed at the time of contracting, so far as the same is ascertainable and lawful.

Section § 1637

Explanation

This law says that when it's not clear what both parties in a contract intended, we should use certain rules from this chapter to figure it out.

For the purpose of ascertaining the intention of the parties to a contract, if otherwise doubtful, the rules given in this Chapter are to be applied.

Section § 1638

Explanation

This law states that when interpreting a contract, you should go by the actual words used, as long as those words are clear, straightforward, and don't lead to anything ridiculous or unreasonable.

The language of a contract is to govern its interpretation, if the language is clear and explicit, and does not involve an absurdity.

Section § 1639

Explanation

This law states that if a contract is written down, the goal is to figure out what the parties meant just by looking at the written contract itself, as far as you can, while also considering any other related rules in the same legal section.

When a contract is reduced to writing, the intention of the parties is to be ascertained from the writing alone, if possible; subject, however, to the other provisions of this Title.

Section § 1640

Explanation

This law says that if a written contract doesn't reflect what the parties actually intended because of fraud, a mistake, or an accident, their true intentions should be followed, and the incorrect parts of the contract should be ignored.

When, through fraud, mistake, or accident, a written contract fails to express the real intention of the parties, such intention is to be regarded, and the erroneous parts of the writing disregarded.

Section § 1641

Explanation

This law states that when looking at a contract, you should consider the entire document as a whole. Try to make sense of every part, and see how each section can help explain the others.

The whole of a contract is to be taken together, so as to give effect to every part, if reasonably practicable, each clause helping to interpret the other.

Section § 1642

Explanation

If you have multiple contracts dealing with the same topics, involving the same people, and they were created as part of one big agreement, they should be viewed and interpreted as a single unit.

Several contracts relating to the same matters, between the same parties, and made as parts of substantially one transaction, are to be taken together.

Section § 1643

Explanation
When interpreting a contract, it should be understood in a way that makes it valid and practical as long as it aligns with what the parties involved intended and doesn't go against their wishes.
A contract must receive such an interpretation as will make it lawful, operative, definite, reasonable, and capable of being carried into effect, if it can be done without violating the intention of the parties.

Section § 1644

Explanation

When interpreting a contract, you should understand the words in the way most people would, using their everyday meaning. However, if the people involved used the words in a specific or technical way, or if there's a common industry practice giving them a special meaning, then that particular meaning should be used.

The words of a contract are to be understood in their ordinary and popular sense, rather than according to their strict legal meaning; unless used by the parties in a technical sense, or unless a special meaning is given to them by usage, in which case the latter must be followed.

Section § 1645

Explanation

This law section means that if a law uses technical terms specific to a profession or business, those terms should be understood as they are normally used by people in that field, unless the law clearly means something different.

Technical words are to be interpreted as usually understood by persons in the profession or business to which they relate, unless clearly used in a different sense.

Section § 1646

Explanation

This law explains that a contract should be understood based on the laws and common practices of the location where the contract will be carried out. If there's no specific place mentioned for the performance, then the contract should be interpreted according to the laws and practices where it was created.

A contract is to be interpreted according to the law and usage of the place where it is to be performed; or, if it does not indicate a place of performance, according to the law and usage of the place where it is made.

Section § 1646.5

Explanation

This California law says that when dealing with contracts worth $250,000 or more, the parties involved can choose to have California law govern their rights and responsibilities, even if their contract seems unrelated to California. However, this doesn't apply to contracts for labor or personal services, deals mainly for personal, family, or household purposes, or certain exceptions mentioned in the Commercial Code. The law also applies to agreements made before it was enacted, meaning old contracts that chose California law are still valid and enforceable as if this rule was always in place.

Notwithstanding Section 1646, the parties to any contract, agreement, or undertaking, contingent or otherwise, relating to a transaction involving in the aggregate not less than two hundred fifty thousand dollars ($250,000), including a transaction otherwise covered by subdivision (a) of Section 1301 of the Commercial Code, may agree that the law of this state shall govern their rights and duties in whole or in part, whether or not the contract, agreement, or undertaking or transaction bears a reasonable relation to this state. This section does not apply to any contract, agreement, or undertaking (a) for labor or personal services, (b) relating to any transaction primarily for personal, family, or household purposes, or (c) to the extent provided to the contrary in subdivision (c) of Section 1301 of the Commercial Code.
This section applies to contracts, agreements, and undertakings entered into before, on, or after its effective date; it shall be fully retroactive. Contracts, agreements, and undertakings selecting California law entered into before the effective date of this section shall be valid, enforceable, and effective as if this section had been in effect on the date they were entered into; and actions and proceedings commencing in a court of this state before the effective date of this section may be maintained as if this section were in effect on the date they were commenced.

Section § 1647

Explanation

This law says that when figuring out what a contract means, you can look at the situation in which it was created and the main topic it covers.

A contract may be explained by reference to the circumstances under which it was made, and the matter to which it relates.

Section § 1648

Explanation

This law says that no matter how wide-ranging a contract's wording is, it only covers what the involved parties clearly meant to agree on.

However broad may be the terms of a contract, it extends only to those things concerning which it appears that the parties intended to contract.

Section § 1649

Explanation

If a promise is unclear, it should be understood in the way the person making the promise thought the other person understood it at the time.

If the terms of a promise are in any respect ambiguous or uncertain, it must be interpreted in the sense in which the promisor believed, at the time of making it, that the promisee understood it.

Section § 1650

Explanation

If a contract has specific clauses, they must follow the overall purpose or main goal of the contract. Basically, the big picture matters more than the small details.

Particular clauses of a contract are subordinate to its general intent.

Section § 1651

Explanation
If a contract has parts that are specially written or printed for the specific parties involved, those parts take priority over any standard, pre-printed sections. If the two are completely contradictory, the specially written sections should be followed, and the standard parts ignored.
Where a contract is partly written and partly printed, or where part of it is written or printed under the special directions of the parties, and with a special view to their intention, and the remainder is copied from a form originally prepared without special reference to the particular parties and the particular contract in question, the written parts control the printed parts, and the parts which are purely original control those which are copied from a form. And if the two are absolutely repugnant, the latter must be so far disregarded.

Section § 1652

Explanation

This law says that if parts of a contract seem to contradict each other, you should try to interpret them in a way that makes sense and stays true to the overall purpose of the contract, even if that means giving a lesser role to the conflicting parts.

Repugnancy in a contract must be reconciled, if possible, by such an interpretation as will give some effect to the repugnant clauses, subordinate to the general intent and purpose of the whole contract.

Section § 1653

Explanation

If a contract has words that don’t fit with what the contract is about or don’t match what the parties intended, those words should be ignored.

Words in a contract which are wholly inconsistent with its nature, or with the main intention of the parties, are to be rejected.

Section § 1654

Explanation
If there's confusion about what a contract's language means, and no other rule clears it up, the wording will be understood in a way that goes against the party who created the unclear language.
In cases of uncertainty not removed by the preceding rules, the language of a contract should be interpreted most strongly against the party who caused the uncertainty to exist.

Section § 1655

Explanation

This law says that if a contract doesn't explicitly state otherwise, certain terms that make the contract fair or consistent with common practices are automatically assumed to be included.

Stipulations which are necessary to make a contract reasonable, or conformable to usage, are implied, in respect to matters concerning which the contract manifests no contrary intention.

Section § 1656

Explanation

This law says that if a contract doesn't mention certain details that are usually part of such agreements, those details are still considered included unless the contract specifically lists some and not others, in which case those not listed are left out.

All things that in law or usage are considered as incidental to a contract, or as necessary to carry it into effect, are implied therefrom, unless some of them are expressly mentioned therein, when all other things of the same class are deemed to be excluded.

Section § 1656.1

Explanation

This law section discusses how retailers can add sales tax to the price of goods sold to customers. Whether sales tax is included depends on the sales agreement. Customers are usually deemed to have agreed to the tax if it's stated in the sales agreement, shown on the receipt, or if there’s a visible notice in the store or advertisement. If prices include tax, retailers must clearly post this. The State Board of Equalization provides tax reimbursement tables to help retailers calculate taxes accurately. The assumptions about agreeing to pay sales tax can be contested.

(a)CA Civil Law Code § 1656.1(a) Whether a retailer may add sales tax reimbursement to the sales price of the tangible personal property sold at retail to a purchaser depends solely upon the terms of the agreement of sale. It shall be presumed that the parties agreed to the addition of sales tax reimbursement to the sales price of tangible personal property sold at retail to a purchaser if:
(1)CA Civil Law Code § 1656.1(a)(1) The agreement of sale expressly provides for such addition of sales tax reimbursement;
(2)CA Civil Law Code § 1656.1(a)(2) Sales tax reimbursement is shown on the sales check or other proof of sale; or
(3)CA Civil Law Code § 1656.1(a)(3) The retailer posts in his or her premises in a location visible to purchasers, or includes on a price tag or in an advertisement or other printed material directed to purchasers, a notice to the effect that reimbursement for sales tax will be added to the sales price of all items or certain items, whichever is applicable.
(b)CA Civil Law Code § 1656.1(b) It shall be presumed that the property, the gross receipts from the sale of which is subject to the sales tax, is sold at a price which includes tax reimbursement if the retailer posts in his or her premises, or includes on a price tag or in an advertisement (whichever is applicable) one of the following notices:
(1)CA Civil Law Code § 1656.1(b)(1) “All prices of taxable items include sales tax reimbursement computed to the nearest mill.”
(2)CA Civil Law Code § 1656.1(b)(2) “The price of this item includes sales tax reimbursement computed to the nearest mill.”
(c)Copy CA Civil Law Code § 1656.1(c)
(1)Copy CA Civil Law Code § 1656.1(c)(1) The State Board of Equalization shall prepare and make available for inspection and duplication or reproduction a sales tax reimbursement schedule which shall be identical with the following tables up to the amounts specified therein:
43/4 percent
Price _____ Tax
.01– .10  ........................ .00
.11– .31  ........................ .01
.32– .52  ........................ .02
.53– .73  ........................ .03
.74– .94  ........................ .04
.95–1.15  ........................ .05
5 percent
Price _____ Tax
.01– .09  ........................ .00
.10– .29  ........................ .01
.30– .49  ........................ .02
.50– .69  ........................ .03
.70– .89  ........................ .04
.90–1.09  ........................ .05
51/4 percent
Price _____ Tax
.01– .09  ........................ .00
.10– .28  ........................ .01
.29– .47  ........................ .02
.48– .66  ........................ .03
.67– .85  ........................ .04
.86–1.04  ........................ .05
51/2 percent
Price _____ Tax
.01– .09  ........................ .00
.10– .27  ........................ .01
.28– .45  ........................ .02
.46– .63  ........................ .03
.64– .81  ........................ .04
.82– .99  ........................ .05
 1.00–1.18  ........................ .06
53/4 percent
Price _____ Tax
.01– .08  ........................ .00
.09– .26  ........................ .01
.27– .43  ........................ .02
.44– .60  ........................ .03
.61– .78  ........................ .04
.79– .95  ........................ .05
.96–1.13  ........................ .06
6 percent
Price _____ Tax
.01– .08  ........................ .00
.09– .24  ........................ .01
.25– .41  ........................ .02
.42– .58  ........................ .03
.59– .74  ........................ .04
.75– .91  ........................ .05
.92–1.08  ........................ .06
61/4 percent
Price _____ Tax
.01– .07  ........................ .00
.08– .23  ........................ .01
.24– .39  ........................ .02
.40– .55  ........................ .03
.56– .71  ........................ .04
.72– .87  ........................ .05
.88–1.03  ........................ .06
61/2 percent
Price _____ Tax
.01– .07  ........................ .00
.08– .23  ........................ .01
.24– .38  ........................ .02
.39– .53  ........................ .03
.54– .69  ........................ .04
.70– .84  ........................ .05
.85– .99  ........................ .06
 1.00–1.15  ........................ .07
63/4 percent
Price _____ Tax
.01– .07  ........................ .00
.08– .22  ........................ .01
.23– .3 7 ........................ .02
.38– .5 1 ........................ .03
.52– .66  ........................ .04
.67– .81  ........................ .05
.82– .96  ........................ .06
.97–1.11  ........................ .07
7 percent
Price _____ Tax
.01– .07  ........................ .00
.08– .21  ........................ .01
.22– .35  ........................ .02
.36– .49  ........................ .03
.50– .64  ........................ .04
.65– .78  ........................ .05
.79– .92  ........................ .06
.93–1.07  ........................ .07
71/4 percent
Price _____ Tax
.01– .06  ........................ .00
.07– .20  ........................ .01
.21– .34  ........................ .02
.35– .48  ........................ .03
.49– .62  ........................ .04
.63– .75  ........................ .05
.76– .89  ........................ .06
.90–1.03  ........................ .07
71/2 percent
Price _____ Tax
.01– .06  ........................ .00
.07– .19  ........................ .01
.20– .33  ........................ .02
.34– .46  ........................ .03
.47– .59  ........................ .04
.60– .73  ........................ .05
.74– .86  ........................ .06
.87– .99  ........................ .07
 1.00–1.13  ........................ .08
(2)CA Civil Law Code § 1656.1(2) Reimbursement on sales prices in excess of those shown in the schedules may be computed by applying the applicable tax rate to the sales price, rounded off to the nearest cent by eliminating any fraction less than one-half cent and increasing any fraction of one-half cent or over to the next higher cent.
(3)CA Civil Law Code § 1656.1(3) If sales tax reimbursement is added to the sales price of tangible personal property sold at retail, the retailer shall use a schedule provided by the board, or a schedule approved by the board.
(d)CA Civil Law Code § 1656.1(d) The presumptions created by this section are rebuttable presumptions.

Section § 1656.5

Explanation

This law explains when a company renting out heavy equipment can add a fee for estimated personal property tax to a rental contract. It's allowed if the rental agreement clearly states this fee, it is listed separately in the contract, and it doesn't exceed 0.75% of the rental cost. The law assumes both parties agree to this fee under these conditions, but this assumption can be challenged. Additionally, 'qualified heavy equipment renter' and 'rental price' have specific meanings within this context.

(a)CA Civil Law Code § 1656.5(a) Whether a qualified heavy equipment renter may add estimated personal property tax reimbursement to the rental price of heavy equipment property to a lessee depends solely upon the terms of the rental agreement. It shall be presumed that the parties agreed to the addition of estimated personal property tax reimbursement to the rental price of heavy equipment property to a lessee if all of the following conditions occur:
(1)CA Civil Law Code § 1656.5(a)(1) The rental agreement expressly provides for the addition of estimated personal property tax reimbursement.
(2)CA Civil Law Code § 1656.5(a)(2) Estimated personal property tax reimbursement is separately stated and charged on the rental agreement.
(3)CA Civil Law Code § 1656.5(a)(3) The estimated personal property tax reimbursement amount shall not exceed 0.75 percent of the rental price of the heavy equipment property.
(b)CA Civil Law Code § 1656.5(b) The presumptions created by this section are rebuttable presumptions.
(c)CA Civil Law Code § 1656.5(c) For purposes of this section:
(1)CA Civil Law Code § 1656.5(c)(1) “Qualified heavy equipment renter” shall have the same meaning as provided in Section 31202 of the Revenue and Taxation Code.
(2)CA Civil Law Code § 1656.5(c)(2) “Rental price” means the total amount of the charge for renting the heavy equipment property, excluding any separately stated charges that are not rental charges, including, but not limited to, separately stated charges for delivery and pickup fees, damage waivers, environmental mitigation fees, sales tax reimbursement, or use taxes.

Section § 1657

Explanation

This law explains that if a deadline is not set for completing an action required by a contract, then the action should happen within a reasonable timeframe. However, if the action can be done immediately, like paying money once the exact amount is known, it should be done right away.

If no time is specified for the performance of an act required to be performed, a reasonable time is allowed. If the act is in its nature capable of being done instantly—as, for example, if it consists in the payment of money only—it must be performed immediately upon the thing to be done being exactly ascertained.

Section § 1657.1

Explanation

When a contract that you didn't have a chance to negotiate, like a standard form contract, says you need to do something by a certain time, that timeframe must be fair and reasonable.

Any time specified in a contract of adhesion for the performance of an act required to be performed shall be reasonable.

Section § 1659

Explanation
If a group of people make a promise together and they all get some benefit from it, their responsibility is considered both shared and separate for fulfilling that promise.
Where all the parties who unite in a promise receive some benefit from the consideration, whether past or present, their promise is presumed to be joint and several.

Section § 1660

Explanation

If multiple people make a promise together, it's generally assumed that each person is both collectively and individually responsible for fulfilling that promise.

A promise, made in the singular number, but executed by several persons, is presumed to be joint and several.

Section § 1661

Explanation

A contract is 'executed' when all its terms and obligations have been completely fulfilled. If anything is still left to be done, it's called 'executory'.

An executed contract is one, the object of which is fully performed. All others are executory.

Section § 1662

Explanation

This law states that when you buy or sell real estate in California, there's an implied agreement on how to handle unexpected damage or seizure of the property. If the property is damaged or taken before the buyer gets it, and it's not the buyer's fault, the seller can't enforce the sale, and the buyer can get back any money paid. But if the buyer already has the property or legal ownership, they still have to pay even if the property gets damaged or seized through no fault of the seller.

Any contract hereafter made in this State for the purchase and sale of real property shall be interpreted as including an agreement that the parties shall have the following rights and duties, unless the contract expressly provides otherwise:
(a)CA Civil Law Code § 1662(a) If, when neither the legal title nor the possession of the subject matter of the contract has been transferred, all or a material part thereof is destroyed without fault of the purchaser or is taken by eminent domain, the vendor cannot enforce the contract, and the purchaser is entitled to recover any portion of the price that he has paid;
(b)CA Civil Law Code § 1662(b) If, when either the legal title or the possession of the subject matter of the contract has been transferred, all or any part thereof is destroyed without fault of the vendor or is taken by eminent domain, the purchaser is not thereby relieved from a duty to pay the price, nor is he entitled to recover any portion thereof that he has paid.
This section shall be so interpreted and construed as to effectuate its general purpose to make uniform the law of those states which enact it.
This section may be cited as the Uniform Vendor and Purchaser Risk Act.

Section § 1663

Explanation

This law section explains what happens to contracts or financial instruments when currencies change, particularly focusing on the euro. If a contract originally used a currency replaced by the euro, the euro can be used as a fair substitute. Using the euro won't cancel or change the terms of any financial agreements unless specifically agreed by the parties involved. This rule applies even if other currency changes occur. The law ensures that financial obligations remain valid and enforceable despite currency changes.

(a)CA Civil Law Code § 1663(a) As used in this section, the following terms shall have the following meanings:
(1)CA Civil Law Code § 1663(a)(1) “Euro” means the currency of participating member states of the European Union that adopt a single currency in accordance with the Treaty on European Union signed February 7, 1992, as amended from time to time.
(2)CA Civil Law Code § 1663(a)(2) “Introduction of the euro” includes, but is not limited to, the implementation from time to time of economic and monetary union in member states of the European Union in accordance with the Treaty on European Union signed February 7, 1992, as amended from time to time.
(3)CA Civil Law Code § 1663(a)(3) “ECU” or “European Currency Unit” means the currency basket that is from time to time used as the unit of account of the European community, as defined in European Council Regulation No. 3320/94.
(b)CA Civil Law Code § 1663(b) If a subject or medium of payment of a contract, security, or instrument is the ECU or a currency that has been substituted or replaced by the euro, the euro shall be a commercially reasonable substitute and substantial equivalent that may be either tendered or used in determining the value of the ECU or currency, in each case at the conversion rate specified in, and otherwise calculated in accordance with, the regulations adopted by the Council of the European Union.
(c)CA Civil Law Code § 1663(c) The introduction of the euro, the tendering of euros in connection with any obligation in compliance with subdivision (b), the determining of the value of any obligation in compliance with subdivision (b), or the calculating or determining of the subject or medium of payment of a contract, security, or instrument with reference to an interest rate or other basis that has been substituted or replaced due to the introduction of the euro and that is a commercially reasonable substitute and substantial equivalent, shall neither have the effect of discharging or excusing performance under any contract, security, or instrument, nor give a party the right unilaterally to alter or terminate any contract, security, or instrument.
(d)CA Civil Law Code § 1663(d) This section shall be subject to any agreements between parties with specific reference to, or agreement regarding, the introduction of the euro.
(e)CA Civil Law Code § 1663(e) Notwithstanding the Commercial Code or any other law of this state, this section shall apply to all contracts, securities, and instruments, including contracts with respect to commercial transactions, and shall not be deemed to be displaced by any other law of this state.
(f)CA Civil Law Code § 1663(f) In the event of other currency changes, the provisions of this section with respect to the euro shall not be interpreted as creating any negative inference or negative presumption regarding the validity or enforceability of contracts, securities, or instruments denominated in whole or part in those other currencies.