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Greek Business Law
A Handbook for Businesses and Legal Practitioners
Issues in Civil Law
2. Contracts
ance, even if late. If the creditor does not desire the performance because of the
default, he may refuse it and demand reparations for nonperformance (art. 343
(2), Civil Code).
In a two-sided contract, the creditor may (a) rescind the contract or (b) claim
damages for non-performance only if he sets a period in which the defaulting
debtor must complete performance and states that he will refuse to accept
performance after the expiry of a fixed period (art. 383, Civil Code). No such pe-
riod needs to be set if the delay makes eventual performance of no interest to
the creditor (art. 385, Civil Code). Neither protest nor setting a fixed period for
late performance is required if it were agreed that performancewas to bemade
exclusively at a fixed time or exclusively within a fixed period. In such circum-
stances the creditor is entitled to rescind by themere reason of delay regardless
of whether the debtor is at fault or not (art. 401, Civil Code).
2.3.3. Rescission
Greek law provides for a party to reserve to himself the right of rescission (arts
389 to 401, Civil Code). The effect of rescission is that the mutual obligations
arising from the contract are extinguished and the parties are obligated to re-
turn to each other whatever they received pursuant to the provisions on unjust
enrichment (art. 389, Civil Code).
2.4. Responsibility
2.4.1. Responsibility for one’s conduct
Unless provided otherwise, a debtor is responsible for any failure in the per-
formance of his obligation resulting fromwillful misconduct or negligence im-
putable to him or to his legal representatives. A person that does not exercise
the ordinary care normally required in conducting business is deemed to act
negligently (art. 330, Civil Code). Liability is, therefore, a matter of fault. Cru-
cially, a debtor may not be exempted beforehand from responsibility for willful
misconduct or for gross negligence, and any agreement to the contrary is re-
garded as void (art. 332, Civil Code).
2.4.2. Responsibility for employees
A debtor is responsible for the fault of persons he employs in performing his
obligation to the same extent as for his own fault (art. 334, Civil Code).
2.4.3. The problem of altered circumstances
A debtor may exceptionally be released froman obligationwhich it was not ful-
ly impossible to perform if, as a result of an unforeseeable event, performance
