1. Causes of Action
G. Contractual Obligations
4. SOURCES OF LAW
Contractual obligations potentially relevant to corporate climate litigation are identified in various domestic legislative provisions, typically within Civil Codes, across the 17 case-study countries.
Brazil
Civil Code , as amended by Law No. 13.034 of November 13, 2014
Article 1368-B: The fiduciary creditor who becomes the full owner of the asset, as a result of the realization of the guarantee, through consolidation of ownership, adjudication, donation or any other way in which full ownership has been transferred to him, becomes liable for the payment of taxes on ownership and possession, fees, condominium expenses and any other charges, tax or otherwise, levied on the asset object of the guarantee, from the date on which it comes to be issued in direct possession of the asset.
China
Civil Code (Book Three Contracts)
Article 464: 'A contract is an agreement on the establishment, modification, or termination of a civil juristic relationship between persons of the civil law'.
Article 577: 'Where a party fails to perform his contractual obligation or his performance does not conform to the agreement, he shall bear default liability such as continuing to perform his obligations, taking remedial measures, or compensating for losses'.
France
Civil Code resulting from Ordinance no. 2016-131 of February 10, 2016
Article 1110-1: 'Legal acts are expressions of will intended to produce legal effects. They may be conventional or unilateral'.
Germany
German Civil Code (Bürgerliches Gesetzbuch, BGB)
Section 434: '(1) The thing is free from material defects if, upon the devolution of the risk, it conforms to the subjective requirements, the objective requirements and the assembly requirements set out in this provision.
(2) The thing conforms to subjective requirements if
1. it is of the nature agreed
2. it is suitable for the use on which the contract is premised, and
3. it is handed over together with the accessories agreed and the instructions agreed, including assembly and installation instructions.
The nature defined in sentence 1 no. 1 relates to, among other things, the type, quantity, quality, functionality, compatibility, interoperability and other features of the thing regarding which the parties have agreed requirements.
(3) Unless effectively agreed otherwise, the thing conforms to objective requirements if
1. it is suitable for customary use,
2. it is of a nature that is usual in things of the same kind and that the buyer may expect, taking account of
a) the type of the thing and
b) the public statements made by the seller or by some other link of the distribution chain, either themselves or on their behalf, particularly in advertisement or on labelling,
3. it corresponds to the nature of a sample or model made available to the buyer by the seller before the conclusion of the contract, and
4. it is handed over together with the accessories including packaging, assembly or installation instructions as well as other instructions the buyer may expect to receive.
The usual nature defined in sentence 1 no. 2 relates to, among other things, quantity, quality and other features of the thing, including its durability, functionality, compatibility and security. The seller is not bound by the public statements referred to in sentence 1 no. 2 (b) if the seller was not, and could not reasonably have been, aware of the public statement in question; if, by the time of conclusion of the contract, the public statement had been corrected in the same way as, or in a way comparable to how, it had been made; or if the decision to acquire the thing could not have been influenced by the public statement.
(4) Insofar as an assembly is to be performed, the thing will conform to assembly requirements if the assembly
1. has been performed correctly or
2. if, despite the assembly having been performed incorrectly, this is based neither on an incorrect assembly by the seller nor on a defect given in the instructions supplied by the seller.
(5) Delivery by the seller of a different thing is equivalent to a material defect.'
Section 437: 'If the thing is defective, the buyer may, provided the prerequisites set out in the following provisions are met and unless otherwise specified,
1. demand cure as defined in section 439,
2. rescind the contract on the basis of sections 440, 323 and 326 (5) or abate the price under the terms of section 441, and
3. demand compensation of damages on the basis of sections 440, 280, 281, 283 and 311a or reimbursement of futile expenses as defined in section 284.'
Italy
Civil Code
Article 1218: A debtor who does not perform correctly what he must perform shall be liable for compensation for the damage, unless he proves that the default or delay was caused by the impossibility of the performance resulting from causes not attributable to him.
Norway
Contract Act
Section 38(b): 'Before entering into an agreement, the trader shall provide the consumer with the following information in a clear and understandable manner, provided that the information is not already clear from the context:
1. the essential characteristics of the good or service, to the extent that the mode of communication and the good or service are suitable for this;
2. the identity of the trader, such as company name, geographical address and, if applicable, telephone number, fax number and electronic postal address, as well as the identity and geographical address of the trader on whose behalf it is acting,
3. the total price of the good or service including taxes, or, if the nature of the goods or services means that the price cannot reasonably be pre-calculated, the method of calculating the price, as well as any additional costs for shipping, delivery, postage or otherwise, or, if these cannot reasonably be pre-calculated, that such additional costs may occur. For agreements without time limit and for subscription agreements, the total price shall include the total costs per settlement period and, when paying by a fixed amount, also the total monthly costs and, if the total costs cannot be pre calculated, the method of calculating the price,
4. the arrangements for payment, delivery, fulfilment and deadline as well as how the trader handles complaints,
5. the legal obligation to supply a contractual goods, any after-sales service and any commercial guarantees and the terms thereof;
6. the duration of the agreement or, in the case of agreements that are without time limit or automatically extended, the conditions for terminating the agreement;
7. where relevant, the functionality, including technical protection measures, of digital content and the ability of the digital content to interact with hardware and software to the extent known or reasonably expected to be aware of by the trader'.
Philippines
Civil Code
Article 1305: 'A contract is a meeting of minds between two persons whereby one binds himself, with respect to the other, to give something or to render some service'.
Poland
Civil Code
Article 471: 'The debtor shall be obliged to remedy the damage resulting from the non-execution or the non-execution of the obligation, unless the non-execution or improper performance is a consequence of the circumstances for which the debtor is not responsible.'
