Libro Quinto · Título II Capítulo I. Disposiciones preliminares

Every obligation resulting from an act or declaration of will consists of giving, doing, or not doing something.

The obligation to give a specific thing comprises its delivery and that of its accessories and appurtenances, as well as the fruits it produces from the time the agreement is perfected. The debtor is likewise liable for its preservation until he effects delivery.

In obligations to give a thing determined only by its species, the choice belongs to the debtor, unless otherwise agreed.

The debtor shall perform by choosing things of average quality, and the creditor shall proceed in the same manner when the choice has been left to him.

In the cases referred to in the preceding article, the debtor may not, before the individualization of the thing, be exempted from delivery by alleging loss due to fortuitous event or force majeure. Once the election has been made, the rules established on obligations to give certain or determined things shall apply.

In obligations to do, non-performance by the obligor gives the creditor the right to do, by himself or through a third party, at the debtor's expense, what was agreed, if the quality of the performer is immaterial.

If the creditor prefers performance by the debtor, the creditor shall request that a reasonable term be fixed for the debtor to perform the obligation, and if the debtor does not perform it, the debtor shall be obligated to pay damages and losses.

If the obligation to do becomes impossible without fault of the debtor, the obligation is extinguished. The debtor must in this case return to the creditor what the debtor shall have received by reason of the obligation.

If the obligation is not to do, the obligor incurs damage and losses by the mere fact of contravention.

The creditor has the right to demand that the debtor be compelled to destroy what has been done in contravention of what was agreed, or that the creditor be authorized to carry out the destruction at the debtor's expense.

If it is not possible to destroy what has been done or if the performance is indestructible by its nature, such as the disclosure of an industrial secret, the creditor shall have the right to demand damage and losses for the contravention.

The personal obligation is guaranteed by the alienable property possessed by the debtor at the time its performance is demanded.

When the conditions under which the obligation was contracted change notably, as a consequence of extraordinary events impossible to foresee and to avoid, making its performance too onerous for the debtor, the agreement may be revised by means of judicial declaration.

The loss or deterioration of the thing that is the object of the obligation, before delivery, shall be governed by the following rules:

1°.If it is lost without fault of the debtor, the obligation shall be without effect and whatever shall have been received on account of the agreement shall be returned;

2°.If the loss was due to fault of the debtor, the debtor shall be liable to the creditor for the value of the thing and the damage and losses; and

3°.If the thing deteriorates without fault of the debtor, the creditor may rescind the agreement or receive the thing in the condition in which it is found, with compensation for damage and losses in both cases, or proportional reduction of the price if there is any.

If the deterioration of the thing is of such importance as to render it useless for the purpose intended by the creditor, it shall be treated as in the case of loss.

Improvements arising from the nature of the thing or from the passage of time belong to the creditor.

If the improvements were made by the debtor with the consent of the creditor, the latter must pay for them. These rules shall be applicable provided that the thing is delivered to the creditor.