LEGAL TRANSACTION. — It is commonly defined as a private manifestation of will directed toward a practical purpose (the constitution, modification, or extinction of a legally relevant situation), protected by the legal order. To clarify its notion more fully, however, it is necessary to have regard to private autonomy, that is, to the power—which is protected by the legal order—that individuals have to regulate their own interests. When the legal order itself recognizes the social utility of a particular act of private autonomy and attaches legal effects to it through which the practical purpose intended by the private individual is achieved, the transaction becomes a l. t. It may therefore be more fully defined as an act of private autonomy to which the legal order attaches effects intended to achieve the socially useful function that characterizes its type (Betti).
The l. t. constitutes the most important category of voluntary and lawful acts. According to some authors, the legal act (v.) in the strict sense from the l. t. should be sought in the fact that, whereas the effects of the former are not established by the will of the parties, in the latter it is precisely this will that tends to produce particular legal effects. It has nevertheless been objected that the effects of the l. t. are in reality produced not because they are willed by the parties, whose intention is directed exclusively toward achieving a practical purpose, but because the legal order, favorably evaluating this purpose, attaches particular legal effects to II. This is demonstrated by the fact that in an l. t. effects may arise that are not even desired, or at least not foreseen, by the parties.
The elements of the l. t. are commonly distinguished (although the accuracy of this classification is debated) as essential, natural, and accidental. The first are those requirements without which the l. t. could not exist; in addition to one or more persons having legal capacity (that is, competent to obtain the legal effects proper to the regulation of interests for which the transaction is intended), they include the will, a form in which the will is manifested, and the practical purpose to be achieved, which bears the technical name of causa. Natural elements are those legal effects that derive from the nature of the transaction and that the law attaches to the transaction itself (e.g., the warranty against eviction in a sale), but which may be excluded by the will of the parties. Accidental elements, finally, are terms or conditions introduced by the will of the parties with the effect of modifying in some way the content of the l. t.; the condition (v.), term (v.), and modus (v.).
As regards the person having legal capacity, this is ordinarily the holder of the interest whose regulation is to be implemented; but exceptionally it may be someone other than the holder (guardian, curator, attorney, judgment creditor [V. also REPRESENTATION]).
The causa constitutes the economic-juridical function, the constant characteristic, of the transaction. It must not be confused with the motive that may prompt someone to carry out an l. t. (Tizio buys a house in order to live in it), but refers only to the purpose that is immediately to be achieved and that is achieved by anyone who enters into the transaction, that is, the economic and social function of the transaction itself (in the case just mentioned of the sale of a house, the causa is the exchange of the thing for the price).
The will, the central element of the l. t., must be genuine and serious (not, for example, soci causa) and must be manifested. There must also be no divergence between the will and its manifestation, as occurs, for example, violence (v.) to make a declaration, and in cases of mistake (v.); fraud (v.); mental reservation (v.), which occurs when someone makes a declaration that in itself would demonstrate a particular intention, whereas that intention is absent, and remains silent about something that modifies the tenor of the declaration, giving it a meaning differing from that which the circumstances would entail (the declarant nevertheless remains equally bound within the limits of the declaration actually made); finally, in the case of simulation (which occurs when, in a bilateral l. t., the reciprocal declarations of the parties do not correspond to their actual wishes, since the contracting parties pretend to enter into a transaction different from the one they really intend to carry out).
As regards the manifestation of the will, it may be effected either through the immediate realization of the purpose (occupation of a res nullius or derelictis); or tacitly, that is, through conduct incompatible with any will other than that inferable from the facts (a person called to an inheritance is understood to have accepted it if he behaves as heir); or through the use of words, writings, or gestures.
The law also provides for cases in which recourse must be had to prescribed forms: solemn transactions (for this concept and for the distinction between unilateral, bilateral, or complex l. t., inter vivos or mortis causa, public or private, and for the distinctions that may be particularly applicable to canon law, V. LEGAL ACT).
When the constituent elements of the transaction, or its prerequisites, are absent, deficient, or otherwise defective, the legal order establishes, according to the circumstances, the nullity, voidability, or rescindability of the l. t. (v. NULLITY; RESCISSION).
The theory of the l. t. was developed by legal scholarship relatively recently (probably in the eighteenth century), but the term is not used by the legislator, whether canonical or civil. As regards the Italian positive legal order, the question has arisen whether it admits the notion of the l. t.; this question may be resolved in the affirmative, having regard to the provision of art. 1324 of the Civil Code, according to which the rules laid down for contracts apply, insofar as compatible, also to unilateral acts having a patrimonial content. The contract is therefore, under the Civil Code, the fundamental l. t.
Nor is the terminology relating to the requirements employed by the legislator with the same meaning attributed to it by legal scholarship (see, for example, the term causa, used in the CIC sometimes to indicate the motive, canons 42, 84, 1233 § 1, etc., and sometimes in its proper sense, canon 1087 § 2).