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. But to clarify the notion better, one must have regard to private autonomy, that is, to the power — protected by the legal order — that individuals have to regulate their own interests. When the legal order itself recognizes the social utility of a determinate act of private autonomy and attaches to it legal effects through which the practical purpose intended by the private individual is realized, the transaction becomes a legal transaction: which can therefore be more fully defined as an act of private autonomy to which the legal order attaches effects destined to realize the socially useful function that characterizes its type (Betti).
The legal transaction constitutes the most important category of voluntary and lawful acts. The criterion of distinction between the juridical act (v.) in the strict sense and the legal transaction should be sought, according to some authors, in this: that while the effects of the former are not established by the will of the parties, in the latter it would be precisely this will that tends to produce determinate legal effects. To this opinion, however, it has been objected that the effects of the legal transaction are produced, in reality, not insofar as they are willed by the parties, directed exclusively to the attainment of a practical purpose, but because the legal order, evaluating this purpose favorably, attaches determinate legal effects to it. So true is this that in the legal transaction there may even be effects that are not willed or at least not foreseen by the parties.
The elements of the legal transaction are commonly distinguished (though the exactness of the classification is disputed) into essential, natural, and accidental. The first are those requisites without which the legal transaction could not exist; and they are, besides one or more legitimated subjects (that is, competent to obtain the legal effects proper to the regulation of interests for which the transaction is designed), the will, a form of manifestation of the will, and the practical purpose to be achieved, which takes the technical name of cause. The natural elements are those legal effects that derive from the nature of the transaction and that are connected by law to the transaction itself (for example, warranty against eviction in sale), but which can be excluded by the will of the parties. The accidental elements, finally, are modalities introduced by the will of the parties with the effect of modifying in some way the content of the legal transaction; among them the most common are the condition (v.), the term (v.), and the mode (v.).
As regards the legitimated subject, it is, as a rule, the holder of the interest whose regulation is to be realized; but it may, exceptionally, be different from the holder (guardian, curator, attorney, attaching creditor [see also REPRESENTATION]).
The cause constitutes the economic-juridical function, the constant characteristic of the transaction; it is not to be confused with the motive that may impel one to carry out the legal transaction (Titius buys a house to live in it), but only the finality that is immediately intended to be achieved and that anyone who brings the transaction into being achieves, that is, the economic-social function of the transaction itself (in the cited case of the sale of a house, the cause is the exchange between the thing and the price).
The will, the central element of the legal transaction, must be true and serious (not, for example, soci causa) and manifested. It is further necessary that between will and manifestation there be no divergences, such as occur, for example, if someone is constrained by violence (v.) to a declaration, and in the cases of error (v.); of fraud (v.); of mental reservation (v.), which occurs when someone makes a declaration that in itself would demonstrate a determinate intention, while such intention is lacking and something is concealed that modifies the tenor of the declaration, giving it a meaning different from what the circumstances would entail (the declarant nevertheless remains bound within the limits of the declaration actually made); finally of simulation (which occurs when, in a bilateral legal transaction, the reciprocal declaration of the parties does not correspond to their effective will, inasmuch as the contracting parties feign to bring into being a transaction different from the one they really intend to carry out).
As regards the manifestation of the will, it may be realized either by the immediate achievement of the purpose (occupation of a res nullius or derelictis); or tacitly, that is, through a conduct incompatible with a will different from that deducible from the facts (he is understood to have accepted the inheritance who, called to it, behaves as an heir); or by means of words, writings, or signs.
The law further provides for cases in which recourse must be had to determinate forms: solemn transactions (for this concept and for the distinction between unilateral, bilateral, or complex legal transactions, inter vivos or mortis causa, public or private, and for the distinctions that may particularly apply to canon law, v. JURIDICAL ACT).
When the constitutive elements of the transaction or its presuppositions are lacking or deficient or in any way vitiated, the legal order establishes, according to the cases, the nullity, annullability, or rescindability of the legal transaction (v. NULLITY; RESCISSION).
The theory of the legal transaction was elaborated by doctrine at a rather recent epoch (probably in the 18th century), but the name is not used by the legislator, whether canon or civil. As regards the Italian positive legal order, the question has been raised whether it admits at least the notion of the legal transaction; a question that can be resolved in the affirmative, having regard to what is provided by art. 1324 of the Civil Code, according to which the rules laid down for contract apply, if compatible, also to unilateral acts having patrimonial content; the contract is therefore, for the Civil Code, the fundamental legal transaction.
Even the terminology relating to the requisites is not employed by the legislator with the same meaning attributed to it by doctrine (v., for example, the term causa, used in the CIC sometimes to indicate the motive, cann. 42, 84, 1233 § 1, etc., at other times in its proper sense, can. 1087 § 2).
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Rodolfo Danieli