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Title 15. Contracts

§151. Contract defined. 

A contract is an agreement to do or not to do a certain thing. 

R.L.1910, § 875. 


§152. Requisites of a contract. 

It is essential to the existence of a contract that there should be: 

1. Parties capable of contracting. 

2. Their consent. 

3. A lawful object; and, 

4. Sufficient cause or consideration. 

R.L.1910, § 876.  

§1511. Persons authorized to contract. 

All persons are capable of contracting, except minors, persons of unsound mind, and persons deprived of civil rights, however, persons sentenced to imprisonment under the Department of Corrections for any term, during confinement under said sentence, may make employment contracts, subject to the approval of the Director of the Department of Corrections, when this benefits the vocational training or release preparation of the prisoner; provided however, such persons during confinement shall not be eligible to receive benefits under the unemployment compensation law. 

R.L.1910, § 877; Laws 1976, c. 163, § 1, emerg. eff. June 1, 1976.  

§1512. Capacity of certain classes. 

Minors and persons of unsound mind have only such capacity as is defined by the statutes of this State. 

R.L. 1910, Sec. 878. 


§1513. Minors defined Computing period of minority. 

Minors, except as otherwise provided by law, are persons under eighteen (18) years of age. 

The period thus specified must be calculated from the first minute of the day on which a person is born to the same minute of the corresponding day completing the period of minority. 

R.L.1910, § 932.  

§1514. Adults. 

All other persons are adults. 

R.L.1910, § 880.  

§1515. Status of unborn child. 

A child conceived, but not born, is to be deemed an existing person so far as may be necessary for its interest in the event of its subsequent birth. 

R.L.1910, § 881.  

§15-16. Persons of unsound mind, who are. 

Persons of unsound mind within the meaning of this chapter are incapacitated persons or partially incapacitated persons, as such terms are defined by Section 1-111 of Title 30 of the Oklahoma Statutes. 

R.L. 1910, § 882. Amended by Laws 1998, c. 246, § 4, eff. Nov. 1, 1998. 


§1517. Disabilities of minor What contracts prohibited. 

A minor cannot give a delegation of power, nor make a contract relating to real property, or any interest therein, or relating to any personal property not in his immediate possession or control, except as otherwise specially provided. 

R.L.1910, § 883; Laws 1972, c. 221, § 2, eff. Aug. 1, 1972.  

§1518. Contracts which minor may make. 

A minor may make any other contract than as above specified in the same manner as an adult, subject only to his power of disaffirmance under the provisions of this chapter. 

R.L.1910, § 884.  

§1519. Disaffirmance of minor's contract. 

In all cases other than those specified herein, the contract of a minor may be disaffirmed by the minor himself, either before his majority or within one (1) year's time afterwards; or, in case of his death within that period, by his heirs or personal representatives. Provided, that any minor between the ages of sixteen (16) and eighteen (18) who has paid for any repairing, supplying or equipping on any type of a motor vehicle may disaffirm said contract in like manner only by restoring the consideration to the party from whom it was received. 

R.L.1910, § 885; Laws 1965, c. 294, § 1, emerg. eff. June 24, 1965; Laws 1972, c. 221, § 3, eff. Aug. 1, 1972.  

§1520. Necessaries What contracts may not be disaffirmed. 

A minor cannot disaffirm a contract, otherwise valid, to pay the reasonable value of things necessary for his support, or that of his family, entered into by him when not under the care of a parent or guardian able to provide for him or them. 

R.L.1910, § 886.  

§1521. Disaffirmance of contracts authorized by statute. 

A minor cannot disaffirm an obligation, otherwise valid, entered into by him under the express authority or direction of a statute. 

R.L.1910, § 887.  

§1522. Persons without understanding Contracts Necessaries. 

A person entirely without understanding has no power to make a contract of any kind, but he is liable for the reasonable value of things furnished to him necessary to his support or the support of his family. 

R.L.1910, § 888.  

§1523. Rescission by person of unsound mind. 

A conveyance or other contract of a person of unsound mind, but not entirely without understanding, made before his incapacity has been judicially determined, is subject to rescission without prejudice to the rights of third persons, as provided in the article on extinction of contracts. 

R.L.1910, § 889.  

§1524. Judicial determination of incapacity, contracts after Wills after restoration. 

After his incapacity has been judicially determined, a person of unsound mind can make no conveyance or other contract, nor designate any power, nor waive any right, until his restoration to capacity is judicially determined. But if actually restored to capacity, he may make a will, though his restoration is not thus determined. 

R.L.1910, § 890.  

§1525. Civil liability of minors and incompetents. 

A minor, or a person of unsound mind, of whatever degree, is civilly liable for a wrong done by him, in like manner as any other person. 

R.L.1910, § 891.  

§1526. Exemplary damages, minors' and incompetents' liability for. 

A minor or person of unsound mind cannot be subjected to exemplary damages, unless at the time of the act he was capable of knowing that it was wrongful. 

R.L.1910, § 892.  

§1527. Minor may enforce rights by civil action Guardian. 

A minor may enforce his rights by civil action, or other legal proceedings, in the same manner as a person of full age, except that a guardian must be appointed to conduct the same. 

R.L.1910, § 893.  

§1528. Identity of parties to contract. 

It is essential to the validity of the contract, not only that the parties should exist, but that it should be possible to identify them. 

R.L.1910, § 894.  

§1529. Beneficiary may enforce. 

A contract, made expressly for the benefit of a third person, may be enforced by him at any time before the parties thereto rescind it. 

§1531. Uniform Minor Student Capacity to Borrow Act. 

This act may be cited as the Uniform Minor Student Capacity to Borrow Act. 

Laws 1970, c. 215, § 1, emerg. eff. April 15, 1970.  

§1532. Definitions. 

As used in this act: 

(1) "person" means individual, corporation, government or governmental subdivision or agency, business trust, estate, trust, partnership or association, or any other legal entity; 

(2) "educational institution" means any university, college, community college, junior college, high school, technical, vocational or professional school, wherever located, approved or accredited by that officer, department, board, agency or other official entity of this state, authorized under law to approve or to accredit for educational purposes that particular type of university, college, school or institution of learning, or, in the absence, as to the particular type of institution, of any such officer, department, board, agency or other official entity, by the State Board of Education, for the purposes of this act, or by the appropriate official, department or agency of the state in which the institution is located; and 

(3) "educational loan" means a loan or assistance for the purpose of directly furthering the obligor's education at an educational institution. 

Laws 1970, c. 215, § 2, emerg. eff. April 15, 1970.  

§1533. Enforceable obligations. 

Any written obligation signed by a minor who is (a) sixteen (16) years of age, with written approval of his parent or guardian, or (b) sixteen (16) years of age and does not reside with a parent or guardian, in consideration of an educational loan received by him from any person, is enforceable as if he were an adult at the time of execution, but only if, prior to the making of the educational loan, the educational institution has certified in writing to the person making the educational loan that the minor is enrolled, or has been accepted for enrollment, in the educational institution. 

Laws 1970, c. 215, § 3, emerg. eff. April 15, 1970; Laws 1972, c. 221, § 4, eff. Aug. 1, 1972.  

§1534. Construction. 

This act shall be so interpreted and construed as to effectuate its general purpose to make uniform the law of those states which enact it. 

Laws 1970, c. 215, § 5, emerg. eff. April 15, 1970.  

§1551. Essentials of consent. 

The consent of the parties to a contract must be: 

1. Free. 

2. Mutual; and, 

3. Communicated by each to the other. 

R.L.1910, § 896.  

§1552. Rescission where consent not free. 

A consent which is not free, is nevertheless not absolutely void, but may be rescinded by the parties in the manner prescribed by Article 5 of this chapter. 

R.L.1910, § 897.  

§1553. When consent not real. 

An apparent consent is not real or free when obtained through: 

1. Duress. 

2. Menace. 

3. Fraud. 

4. Undue influence. or, 

5. Mistake. 

R.L.1910, § 898.  

§1554. Consent deemed obtained through invalidating causes, when. 

Consent is deemed to have been obtained through one of the causes mentioned in the last section, only when it would not have been given had such cause not existed. 

R.L.1910, § 899.  

§1555. Duress defined. 

Duress consists in: 

1. Unlawful confinement of the person of the party, or of husband or wife of such party, or of an ancestor, descendant, or adopted child of such party, husband or wife. 

2. Unlawful detention of the property of any such person; or, 

3. Confinement of such person, lawful in form, but fraudulently obtained, or fraudulently made unjustly, harassing or oppressive. 

R.L.1910, § 900.  

§1556. Menace defined Threats. 

Menace consists in a threat: 

1. Of such duress as is specified in the first and third 

subdivisions of the last section. 

2. Of unlawful and violent injury to the person or property of any such person as is specified in the last section; or, 

3. Of injury to the character of any such person. 

R.L.1910, § 901.  

§1557. Kinds of fraud. 

Fraud is either actual or constructive. 

R.L.1910, § 902.  

§1558. Actual fraud defined. 

Actual fraud, within the meaning of this chapter, consists in any of the following acts, committed by a party to the contract, or with his connivance, with intent to deceive another party thereto, or to induce him to enter into the contract: 

1. The suggestion, as a fact, of that which is not true, by one who does not believe it to be true. 

2. The positive assertion in a manner not warranted by the information of the person making it, of that which is not true, though he believe it to be true. 

3. The suppression of that which is true, by one having knowledge or belief of the fact. 

4. A promise made without any intention of performing it; or, 

5. Any other act fitted to deceive. 

§1559. Constructive fraud defined. 

Constructive fraud consists: 

1. In any breach of duty which, without an actually fraudulent intent, gains an advantage to the person in fault, or any one claiming under him, by misleading another to his prejudice, or to the prejudice of any one claiming under him; or, 

2. In any such act or omission as the law specially declares to be fraudulent, without respect to actual fraud. 

§1560. Actual fraud a question of fact. 

Actual fraud is always a question of fact. 

R.L.1910, § 905.  

§1561. Undue influence defined. 

Undue influence consists: 

1. In the use, by one in whom a confidence is reposed by another, or who holds a real or apparent authority over him, of such confidence or authority for the purpose of obtaining an unfair advantage over him. 

2. In taking an unfair advantage of another's weakness of mind; or, 

3. In taking a grossly oppressive and unfair advantage of another's necessities or distress. 

R.L.1910, § 906.  

§1562. Kinds of mistake. 

Mistake may be either of fact or of law. 

R.L.1910, § 907.  

§1563. Mistake of fact defined. 

Mistake of fact is a mistake not caused by the neglect of a legal duty on the part of the person making the mistake, and consisting in: 

1. An unconscious ignorance or forgetfulness of a fact past or present, material to the contract; or, 

2. Belief in the present existence of a thing material to the contract, which does not exist, or in the past existence of such a thing, which has not existed. 

R.L.1910, § 908.  

§1564. Mistake of law defined. 

Mistakes of law constitute a mistake within the meaning of this article only when it arises from: 

1. A misapprehension of the law by all parties, all supposing that they knew and understood it, and all making substantially the same mistake as to the law; or, 

2. A misapprehension of the law by one party, of which the others are aware at the time of contracting, but which they do not rectify. 

R.L.1910, § 909.  

§1565. Mistake of foreign law. 

Mistake of foreign laws is a mistake of fact. 

R.L.1910, § 910.  

§1566. Mutual consent defined. 

Consent is not mutual unless the parties all agree upon the same thing in the same sense. But in certain cases, defined by the article on interpretation, they are to be deemed so to agree without regard to the fact. 

R.L.1910, § 911.  

§1567. Consent How communicated. 

Consent can be communicated with effect, only by some act or omission of the party contracting, by which he intends to communicate it, or which necessarily tends to such communication. 

R.L.1910, § 912.  

§1568. Mode of acceptance. 

If a proposal prescribes any conditions concerning the communication of its acceptance, the proposer is not bound unless they are conformed to; but in other cases any reasonable and usual mode may be adopted. 

R.L.1910, § 913.  

§1569. When consent deemed communicated Acceptance. 

Consent is deemed to be fully communicated between the parties as soon as the party accepting a proposal has put his acceptance in the course of transmission to the proposer, in conformity to the last section. 

§1570. Certain acts as acceptance. 

Performance of the conditions of a proposal, or the acceptance of the consideration offered with a proposal, is an acceptance of the proposal. 

R.L.1910, § 915.  

§1571. Acceptance must be absolute. 

An acceptance must be absolute and unqualified, or must include in itself an acceptance of that character, which the proposer can separate from the rest, and which will include the person accepting. A qualified acceptance is a new proposal. 

R.L.1910, § 916. 


§1572. Revocation of proposal. 

A proposal may be revoked at any time before its acceptance is communicated to the proposer, but not afterwards. 

R.L.1910, § 917.  

§1573. How proposal revoked. 

A proposal is revoked: 

1. By the communication of notice of revocation by the proposer to the other party, before his acceptance has been communicated to the former. 

2. By the lapse of the time prescribed in such proposal for its acceptance, or if no time is so prescribed the lapse of a reasonable time without communication of the acceptance. 

3. By the failure of the acceptor to fulfill a condition precedent to acceptance; or, 

4. By the death or insanity of the proposer. 

R.L.1910, § 918.  

§1574. Subsequent consent ratifies. 

A contract which is voidable, solely for want of due consent may be ratified by a subsequent consent. 

R.L.1910, § 919.  

§1575. Acceptance of benefit includes obligations. 

A voluntary acceptance of the benefit of a transaction is equivalent to a consent to all the obligations arising from it so far as the facts are known, or ought to be known to the person accepting. 

R.L. 1910, Sec. 920. 


§15101. Object of a contract. 

The object of a contract is the thing which it is agreed, on the part of the party receiving the consideration, to do or not to do. 

R.L.1910, § 921.  

§15102. Requisites of the object. 

The object of a contract must be lawful when the contract is made, and possible and ascertainable by the time this contract is to be performed. 

R.L.1910, § 922.  

§15103. Possibility defined. 

Everything is deemed possible except that which is impossible in the nature of things. 

R.L.1910, § 923.  

§15104. Unlawful object Performance impossible Object vaguely expressed. 

Where a contract has but a single object, and such object is unlawful, whether in whole or in part, or wholly impossible of performance, or so vaguely expressed as to be wholly unascertainable, the entire contract is void. 

R.L.1910, § 924.  

§15105. Lawful part valid. 

Where a contract has several distinct objects, of which one at least is lawful and one at least is unlawful in whole or in part, the contract is void as to the latter, and valid as to the rest. 

R.L.1910, § 925.  

§15106. Good consideration defined. 

Any benefit conferred, or agreed to be conferred upon the promisor, by any other person, to which the promisor is not lawfully entitled, or any prejudice suffered or agreed to be suffered by such person, other than such as he is at the time of consent lawfully bound to suffer, as an inducement to the promisor, is a good consideration for a promise. 

R.L.1910, § 926.  

§15107. Moral or legal obligation on promisor good as consideration. 

An existing legal obligation resting upon the promisor, or a moral obligation originating in some benefit conferred upon the promisor, or prejudice suffered by the promisee, is also a good consideration for a promise, to an extent corresponding with the extent of the obligation, but no further or otherwise. 

R.L.1910, § 927.  

§15108. Consideration must be lawful. 

The consideration of a contract must be lawful. 

R.L.1910, § 928.  

§15109. Effect of illegality of consideration. 

If any part of a single consideration for one or more objects, or of several considerations for a single object, is unlawful, the entire contract is void. 

R.L.1910, § 929.  

§15110. Executed or executory consideration. 

A consideration may be executed or executory, in whole or in part. 

R.L.1910, § 930.  

§15111. Executory How determined. 

When a consideration is executory, it is not indispensable that the contract should specify its amount or the means of ascertaining it. It may be left to the decision of a third person, or regulated by any specific standard. 

R.L.1910, § 931.  

§15112. Amount of consideration where not specified. 

When a contract does not determine the amount of the consideration, nor the method by which it is to be ascertained, or when it leaves the amount thereof to the discretion of an interested party, the consideration must be as much money as the object of the contract is reasonably worth. 

R.L.1910, § 932. 


§15113. Contract void when consideration cannot be ascertained as agreed. 

Where a contract provides an exclusive method by which its consideration is to be ascertained, which method is on its face impossible of execution, the entire contract is void: Provided, that where a contract provides an exclusive method by which its consideration is to be ascertained, which method appears possible on its face, but in fact is, or becomes impossible of execution, such provision only is void. 

R.L.1910, § 933.  

§15115. Burden of proof as to consideration. 

The burden of showing a want of consideration sufficient to support an instrument lies with the party seeking to invalidate or avoid it. 

R.L.1910, § 935.  

§15131. Contract express or implied. 

A contract is either express or implied. 

R.L.1910, § 936.  

§15132. Express contract defined. 

An express contract is one, the terms of which are stated in words. 

R.L.1910, § 937.  

§15133. Implied contract defined. 

An implied contract is one, the existence and terms of which are manifested by conduct. 

R.L.1910, § 938.  

§15134. What contracts may be oral. 

All contracts may be oral, except such as are specially required by statute to be in writing. 

R.L.1910, § 939.  

§15135. Writing prevented by fraud Enforcement against fraudulent party. 

Where a contract, which is required by law to be in writing, is prevented from being put into writing by the fraud of a party thereto, any other party who is by such fraud led to believe that it is in writing, and acts upon such belief to his prejudice, may enforce it against the fraudulent party. 

R.L.1910, § 940.  

§15136. Statute of frauds. 

The following contracts are invalid, unless the same, or some note or memorandum thereof, be in writing and subscribed by the party to be charged, by an agent of the party or by a single-party broker of the party pursuant to Sections 858-351 through 858-363 of Title 59 of the Oklahoma Statutes: 

1. An agreement that, by its terms, is not to be performed within a year from the making thereof; 

2. A special promise to answer for the debt, default or miscarriage of another, except in the cases provided for in the article on guaranty; 

3. An agreement made upon consideration of marriage, other than a mutual promise to marry; or 

4. An agreement for the leasing for a longer period than one (1) year, or for the sale of real property, or of an interest therein; and such agreement, if made by an agent or a single-party broker of the party sought to be charged, is invalid, unless the authority of the agent or the single-party broker be in writing, subscribed by the party sought to be charged. 

R.L. 1910, § 941. Amended by Laws 2003, c. 31, § 1, eff. Nov. 1, 2003. 


§15137. Writing excludes oral negotiations or stipulations. 

The execution of a contract in writing, whether the law requires it to be written or not, supersedes all the oral negotiations or stipulations concerning its matter, which preceded or accompanied the execution of the instrument. 

§15138. Delivery, contract takes effect on. 

A contract in writing takes effect upon its delivery to the party in whose favor it is made, or to his agent. 

Added by Laws 1989, c. 148, § 1, emerg. eff. May 8, 1989.  

§15139. Seal Necessity for seal abolished. 

All distinctions between sealed and unsealed instruments are abolished. 

R.L.1910, § 944.  

§15140. Credit agreements Actions to enforce or seek damages limits to actions on oral agreements. 

A. As used in this section: 

1. "Credit agreement" means an agreement by a financial institution to lend money, extend credit or otherwise make any other financial accommodation, or to renew, extend, modify, rearrange or forebear the repayment of any such loan, extension of credit or financial accommodation, but does not include any promissory note, real estate mortgage, or security agreement. 

2. "Financial institution" means any bank, savings and loan association, or credit union, or any holding company or subsidiary thereof. 

3. "Lender" means a financial institution that makes a credit agreement with a borrower. 

4. "Borrower" means a person who seeks a credit agreement with a lender or financial institution as defined herein or to whom money is loaned, credit is extended, or any other financial accommodation is made or for whom any such loan, extension of credit or financial accommodation is renewed, extended, modified, rearranged or forborne by a lender or financial institution as defined herein. 

B. No lender or borrower may maintain an action to enforce or seek damages for the breach of any term or condition of credit agreement having a principal amount greater than Fifteen Thousand Dollars ($15,000.00), unless such term or condition has been agreed to in writing and signed by the party against whom it is sought to be enforced or against whom damages are sought. 

C. The provisions of this section shall not be construed to preclude a lender from maintaining an action against a borrower, whether or not a credit agreement has been signed by the borrower, with respect to any of the following: 

1. Credit extended on an "account", as such term is defined in Section 4104 of Title 12A of the Oklahoma Statutes; or 

2. Credit extended pursuant to a "lender credit card or similar arrangement" or a "revolving loan account", as such terms are defined, respectively, in Sections 1301 and 3108 of Title 14A of the Oklahoma Statutes, if the terms or conditions relevant thereto are in writing and are provided to the borrower prior to his usage of the card or account or otherwise in accordance with applicable law. 

D. The provisions of this section shall be effective with respect to credit agreements entered into after the effective date of this act. 

§15-140.1. Debt cancellation agreement. 

A. A “debt cancellation agreement” means a loan term or contractual arrangement modifying loan or retail installment contract terms under which a lender or other creditor agrees to cancel all or part of an obligation of the borrower to repay an extension of credit from the lender or other creditor upon the occurrence of a specified event. The agreement may be separate from or a part of other loan or retail installment contract documents. 

B. A debt cancellation agreement shall not be considered a contract of, or for, insurance if it is not a contract whereby one undertakes to indemnify another or to pay a specified amount upon determinable contingencies, but merely cancels amounts owed by a borrower under a loan, retail installment contract or other credit agreement. 

Added by Laws 2008, c. 29, § 1, eff. Nov. 1, 2008. Amended by Laws 2008, c. 353, § 14, eff. Nov. 1, 2008. 


§15151. All contracts, public and private, interpreted by same rules. 

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

§15152. Intent controls. 

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. 

R.L.1910, § 946.  

§15153. Intention ascertained, how. 

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. 

R.L.1910, § 947.  

§15154. Language governs. 

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

R.L.1910, § 948.  

§15155. Intention ascertained from writing. 

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 article. 

R.L.1910, § 949.  

§15156. Real intention not expressed Error to be disregarded. 

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. 

R.L.1910, § 950.  

§15157. Effect given to every part. 

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 others. 

R.L.1910, § 951.  

§15158. Several contracts taken as one. 

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

R.L.1910, § 952.  

§15159. Interpretation favors validity. 

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. 

R.L.1910, § 953.  

§15160. Words to be taken in ordinary sense Exceptions. 

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. 

R.L.1910, § 954.  

§15161. Technical words. 

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. 

R.L.1910, § 955.  

§15162. What law governs. 

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. 

R.L.1910, § 956. d 

§15163. Circumstances explain. 

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

R.L.1910, § 957.  

§15164. Terms restricted to intention of parties. 

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. 

R.L.1910, § 958. 


§15165. Promisor's belief as to promisee's understanding governs in case of ambiguity. 

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. R.L.1910, § 959.  

§15166. Part subordinate to whole. 

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

R.L.1910, § 960.  

§15167. Written and original parts control. 

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 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. 

R.L.1910, § 961.  

§15168. Repugnancy How reconciled. 

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

R.L.1910, § 962.  

§15169. Inconsistent words rejected. 

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

R.L.1910, § 963.  

§15171. Reasonable stipulations implied. 

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. 

R.L.1910, § 965.  

§15-172. Necessary incidents implied, when. 

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. 

R.L. 1910, § 966. 


§15173. Reasonable time allowed where not specified Immediate performance. 

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. 

R.L.1910, § 967.  

§15174. Time not of essence unless so provided. 

Time is never considered as of the essence of a contract, unless by its terms expressly so provided. 

R.L.1910, § 968.  

§15175. Promise presumed joint and several, when. 

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. 

R.L.1910, § 969.  

§15176. Promise of several in singular form. 

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

R.L.1910, § 970.  

§15177. Executed and executory contracts defined. 

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

R.L.1910, § 971.  

§15-178. Contracts of designating former spouse as beneficiary or providing death benefits - Effect of divorce or annulment. 

A. If, after entering into a written contract in which a beneficiary is designated or provision is made for the payment of any death benefit (including life insurance contracts, annuities, retirement arrangements, compensation agreements, depository agreements, security registrations, and other contracts designating a beneficiary of any right, property, or money in the form of a death benefit), the party to the contract with the power to designate the beneficiary or to make provision for payment of any death benefit dies after being divorced from the person designated as the beneficiary or named to receive such death benefit, all provisions in the contract in favor of the decedent's former spouse are thereby revoked. Annulment of the marriage shall have the same effect as a divorce. In the event of either divorce or annulment, the decedent's former spouse shall be treated for all purposes under the contract as having predeceased the decedent. 

B. Subsection A of this section shall not apply: 

1. If the decree of divorce or annulment is vacated; 

2. If the decedent had remarried the former spouse and was married to said spouse at the time of the decedent's death; 

3. If the decree of divorce or annulment contains a provision expressing an intention contrary to subsection A of this section; 

4. If the decedent makes the contract subsequent to the divorce or annulment; 

5. To the extent, if any, the contract contains a provision expressing an intention contrary to subsection A of this section; or 

  6. If the decedent renames the former spouse as the beneficiary or as the person or persons to whom payment of a death benefit is to be made in a writing delivered to the payor of the benefit prior to the death of the decedent and subsequent to the divorce or annulment. 

C. For purposes of subsection A of this section, "death benefit" shall not include: 

1. Any interest in property in which the decedent's former spouse has an interest as a joint tenant; or 

2. Any interest in property in which the decedent's former spouse has a beneficial interest in an express trust created by the decedent during the decedent's lifetime for which provision is made in Section 175 of Title 60 of the Oklahoma Statutes. 

D. This section shall apply to any contract of a decedent made and entered into on or after November 1, 1987 and to depository agreements and security registrations made and entered into on or after September 1, 1994. 

Added by Laws 1987, c. 201, § 2, eff. Nov. 1, 1987. Amended by Laws 1989, c.181, § 10, eff. Nov. 1, 1989; Laws 1994, c. 313, § 4, eff. Sept. 1, 1994. 


§15211. What contracts are unlawful. 

Those contracts are unlawful which are: 

1. Contrary to an express provision of law. 

2. Contrary to the policy of express law, though not expressly prohibited; or, 

3. Otherwise contrary to good morals. 

§15212. Certain contracts against policy of law. 

All contracts which have for their object, directly or indirectly, to exempt any one from responsibility for his own fraud, or willful injury to the person or property of another or violation of law, whether willful or negligent, are against the policy of the law. 

R.L.1910, § 973.  

§15212.1. Notice exempting business entity from liability for personal injury void. 

Any notice given by a business entity which provides services or facilities for profit to the general public and which seeks to exempt the business entity from liability for personal injury caused by or resulting from any acts of negligence on its part or on the part of its servants or employees, shall be deemed void as against public policy and wholly unenforceable. 

Added by Laws 1985, c. 153, § 1, eff. Jan. 1, 1986.  

§15213. Penalties void. 

Except as expressly provided in Section 215 of this title, penalties imposed by contract for any nonperformance thereof, are void. But this section does not render void such bonds or obligations, penal in form, as have heretofore been commonly used; it merely rejects and avoids the penal clauses. 

Amended by Laws 1985, c. 107, § 1, emerg. eff. May 28, 1985.  

§15214. Attempt to fix damages void except as provided. 

Every contract, by which the amount of damages to be paid, or other compensation to be made, for a breach of an obligation, is determined in anticipation thereof, is to that extent void, except as expressly provided by Section 215 of this title. 

Amended by Laws 1985, c. 107, § 2, emerg. eff. May 28, 1985.  

§15215. Amount presumed to be damages, provision for. 

A. A stipulation or condition in a contract except a contract to purchase and sell real property, providing for the payment of an amount which shall be presumed to be the amount of damage sustained by a breach of such contract, shall be held valid, when, from the nature of the case, it would be impracticable or extremely difficult to fix the actual damage. 

B. A provision in a real estate sales contract, providing for the payment of anamount which shall be presumed to be the amount of damages sustained by a breach of such contract, shall be held valid and not a penalty, when such amount does not exceed five percent (5%) of the purchase price. In the event such amount exceeds five percent (5%) of the purchase price, such provision shall be held invalid and a penalty unless the party seeking to uphold the provision establishes that such amount is reasonable. If such provision is valid under this subsection, the limitations of Section 28 of Title 23 of the Oklahoma Statutes do not apply. 

Amended by Laws 1985, c. 107, § 3, emerg. eff. May 28, 1985.  

§15216. Resort to courts, provisions restricting Limiting time therefor. 

Every stipulation or condition in a contract, by which any party thereto is restricted from enforcing his rights under the contract by the usual legal proceedings in the ordinary tribunals, or which limits the time within which he may thus enforce his rights, is void. 

R.L.1910, § 977.  

§15-217. Restraint of trade. 

Every contract by which any one is restrained from exercising a lawful profession, trade or business of any kind, otherwise than as provided by Sections 218 and 219 of this title, or otherwise than as provided by Section 2 of this act, is to that extent void. 

R.L.1910, § 978. Amended by Laws 1989, c. 359, § 1, emerg. eff. June 3, 1989; Laws 2001, c. 406, § 3, emerg. eff. June 4, 2001. 


§15218. Restraint of trade Exception as to sale of goodwill. 

One who sells the goodwill of a business may agree with the buyer to refrain from carrying on a similar business within a specified county and any county or counties contiguous thereto, or a specified city or town or any part thereof, so long as the buyer, or any person deriving title to the goodwill from him carries on a like business therein. Provided, that any such agreement which is otherwise lawful but which exceeds the territorial limitations specified by this section may be deemed valid, but only within the county comprising the primary place of the conduct of the subject business and within any counties contiguous thereto. 

R.L.1910, § 979.  

§15219. Restraint of trade Exception as to partners. 

Partners may, upon or in anticipation of a dissolution of the partnership, agree that none of them will carry on a similar business within a specified county and any county or counties contiguous thereto, or a specified city or town or any part thereof. Provided, that any such agreement which is otherwise lawful but which exceeds the territorial limitations specified by this section may be deemed valid, but only within the county comprising the primary place of the conduct of the business of the subject partnership and within any counties contiguous thereto. 

R.L.1910, § 980.  

§15-219A. Noncompetition agreements. 

A. A person who makes an agreement with an employer, whether in writing or verbally, not to compete with the employer after the employment relationship has been terminated, shall be permitted to engage in the same business as that conducted by the former employer or in a similar business as that conducted by the former employer as long as the former employee does not directly solicit the sale of goods, services or a combination of goods and services from the established customers of the former employer. 

B. Any provision in a contract between an employer and an employee in conflict with the provisions of this section shall be void and unenforceable. 

Added by Laws 2001, c. 406, § 4, emerg. eff. June 4, 2001. 


§15220. Restraint of marriage. 

Every contract in restraint of the marriage of any person, other than a minor, is void. 

R.L.1910, § 981.  

§15-221. "Construction agreement" defined - Limitations on liability arising out of death or bodily injury void - Exceptions. 

A. For purposes of this section, “construction agreement” means a contract, subcontract, or agreement for construction, alteration, renovation, repair, or maintenance of any building, building site, structure, highway, street, highway bridge, viaduct, water or sewer system, or other works dealing with construction, or for any moving, demolition, excavation, materials, or labor connected with such construction. 

B. Except as provided in subsection C or D of this section, any provision in a construction agreement that requires an entity or that entity’s surety or insurer to indemnify, insure, defend or hold harmless another entity against liability for damage arising out of death or bodily injury to persons, or damage to property, which arises out of the negligence or fault of the indemnitee, its agents, representatives, subcontractors, or suppliers, is void and unenforceable as against public policy. 

C. The provisions of this section do not affect any provision in a construction agreement that requires an entity or that entity’s surety or insurer to indemnify another entity against liability for damage arising out of death or bodily injury to persons, or damage to property, but such ind

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