Find a debt-help route outside the United States

SettleADebt C_BR PASS-09 — Brazil

Ordinary private civil repayment, consensual settlement, payment allocation, receipt and release gateway

Research baseline: October 22, 2026, America/Los_Angeles. Fresh source-access dates: October 26, 2026 PDT / October 27, 2026 UTC. Source-specific clock times: Unknown; no access-session window is inferred. Scope: Ordinary private civil obligations, principally unsecured monetary obligations. No actual creditor, debtor, account, agreement, property, payment, case, licence or private record was reviewed.

PASS-04 through PASS-08 remain saved but await first review. None of their consumer-contract, prescription, credit-reporting or LGPD conclusions is adopted as a premise here. The necessary Civil Code, CPC and narrow CDC provisions were read afresh.

This report does not determine whether any real debt is valid, paid, settled, released, novated, forgiven, enforceable or collectible. It does not authorize legal practice, payment handling, client-money custody, lending, collection activity or a provider business model.

Executive determination

1. Sending a reduced sum does not by itself settle the debt. A creditor cannot ordinarily be compelled to accept a different performance, even one said to be more valuable, or a partial payment unless there is agreement. A debtor’s “payment in full” notation cannot unilaterally create the creditor’s assent. Acceptance, authority, conditions and the creditor’s conduct must be established. C_BR-P09-C009–C012, C034–C035. Planalto+2
2. Payment must reach the correct creditor or an authorized recipient. Payment to the creditor or the creditor’s lawful representative is normally effective. Payment to another person is effective only if ratified or to the extent it actually benefited the creditor, subject to the separate good-faith credor putativo rule. C025–C030. Planalto+2
3. A creditor assignment changes the payment analysis only after the debtor has the legally relevant notice or acknowledgment. Before learning of the assignment, payment to the original creditor can discharge the debtor; after notice, the assignment documents, current creditor and payee authority matter. C031–C032. Planalto+1
4. A repayment plan or extended instalment schedule is not automatically a novation. Novation requires an express or tacit but unequivocal intention to extinguish and replace the original obligation. Without that animus novandi, the later obligation ordinarily confirms the earlier one. C056–C058. Planalto+1
5. Novation can affect guarantees and security. Unless otherwise stipulated, novation extinguishes accessories and guarantees. A creditor cannot preserve a third party’s pledge, mortgage or anticrese without that third party’s participation, and a guarantor is released by a novation made without the guarantor’s consent. C059–C063. Planalto+1
6. **Remission, transaction and receipt are different legal acts.**Remissão is accepted forgiveness of all or part of an obligation.Transação uses mutual concessions to prevent or end a dispute over private patrimonial rights.Quitação is ordinarily evidence or acknowledgment of payment.A broad “release” may operate as one or more of these, depending on its wording, authority, subject and surrounding facts. C064–C075. Planalto+2
7. **Payment allocation follows a hierarchy, not a universal principal-first rule.**The debtor may designate among multiple liquid, due debts of the same kind owed to the same creditor.If the debtor is silent and accepts the creditor’s receipt allocating the payment, that allocation can control.If both are silent, allocation ordinarily goes to the earliest due liquid debt; if equally due, to the most onerous.When principal and due interest coexist, payment ordinarily applies first to due interest and then principal, unless there is contrary agreement or the creditor gives a receipt applying it to principal. C049–C053. Planalto+1
8. A bank-transfer record is not automatically a complete receipt or full release. It may prove that money moved, but not necessarily which debt it paid, whether the recipient had authority, whether conditions were met, whether interest was reserved, or whether the creditor accepted a compromise. Electronic records are admissible evidence when their authenticity and content are established, but their legal effect depends on those facts. C037–C042, C080–C082. Planalto+3
9. A valid settlement is not always directly executable. Judicially approved settlements and qualifying extrajudicial instruments can be enforcement titles. A valid private settlement that lacks the CPC’s title formalities may still bind the parties but may require a different procedural route before compulsory enforcement. C076–C081. Planalto+2
10. A negotiator needs actual authority. A general mandate ordinarily grants only administrative powers. Special and express authority is required to transigir. Acts beyond authority are ineffective against the principal unless ratified expressly or through unequivocal conduct. A private mandate does not confer professional permission to give legal advice or appear in court. C016–C020. Planalto+2

G1. Current ordinary civil framework

G1.1 Current law and narrow currentness

The principal operative body is the current compiled Lei 10.406/2002 — Código Civil:

https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm

The provisions materially read for this pass include arts. 45–47, 104–135, 275–312, 313–388, 421–435, 653–689, 837–850 and 2.044. The Code was published on January 11, 2002 and, under art. 2.044, entered into force one year after publication. Its currently displayed wording incorporates later amendments, including Lei 13.874/2019 changes to contract interpretation and private autonomy. C001–C002. Planalto+2

The necessary procedural gateway comes from the current Código de Processo Civil, Lei 13.105/2015:

https://www.planalto.gov.br/ccivil_03/_ato2015-2018/2015/lei/l13105.htm

Material provisions read include arts. 103–105, 369, 408, 411, 439–441, 487, 515, 725, 783–784 and 1.045. The CPC took effect one year after its official publication. C019–C020, C076–C081. Planalto+1

The narrow consumer overlay comes from arts. 2–3, 7 and 48 of the compiled CDC:

https://www.planalto.gov.br/ccivil_03/leis/l8078compilado.htm

These provisions identify the consumer/supplier gateway and recognize that written instruments, receipts and precontracts relating to consumer relations can bind the supplier. This does not replace the Civil Code mechanics or decide an actual consumer contract. C003, C083. Planalto+2

G1.2 Legal classification matrix

The label placed on a document is not conclusive. Its operative promises, conditions, authority and intended legal effect control.

The controlling provisions include Civil Code arts. 104–114, 286–303, 304–388, 840–850 and CPC arts. 487, 515 and 784. C005–C012, C031–C075. Planalto+6

G1.3 Validity, form and interpretation

Capacity, subject matter and form

Civil Code art. 104 requires:

1. a capable agent;
2. lawful, possible and determined or determinable subject matter; and
3. the prescribed or nonprohibited form.

Under art. 107, a declaration generally does not require a special form unless the law expressly requires one. This supports private written or electronic settlement instruments in many ordinary unsecured cases, but it does not remove a special statutory form for a particular transaction. Public deeds may be required for specified real-property rights under art. 108, a branch excluded here. C005–C006. Primary URL: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm, arts. 104, 107–108. Planalto

Intent, wording and strict interpretation

Civil Code arts. 112–114 direct attention to actual intention, good faith and usage while requiring strict interpretation of beneficial acts and waivers. Lei 13.874/2019 expanded art. 113’s interpretive framework and amended arts. 421 and 421-A, but those autonomy provisions preserve special-law boundaries. C007–C008. Planalto+1

A receipt saying “R$1,000 received toward instalment 3” should not be silently expanded into forgiveness of all remaining instalments. Conversely, a signed instrument expressly stating that a specified amount fully and finally resolves Contract X may have a broader effect if the signer had authority and the underlying transaction is valid.

Offer, acceptance and changed terms

Civil Code art. 427 generally binds the offeror according to the proposal’s terms unless the proposal, nature of the business or circumstances show otherwise. Article 431 treats an acceptance containing additions, restrictions or modifications as a new proposal. Silence has contractual significance only where circumstances or usage authorize it and express acceptance is unnecessary. C009–C011. Primary URL: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm, arts. 111, 427–432. Planalto+1

Thus:

• “I offer R$4,000 in full settlement” is an offer;
• “We accept R$4,000, but only as a partial payment” is not acceptance of the debtor’s full-settlement proposal—it is a counterproposal or qualified response;
• an uninvited transfer does not eliminate the need to prove assent;
• retention or use of funds may be evidence in context, but it is not a categorical statutory substitute for agreement.

Conditions

A condition is a future and uncertain event on which the parties make legal effects depend. Under arts. 121–129, a valid suspensive condition can postpone acquisition of the relevant right until the condition occurs; a resolutive condition can end an existing effect. A party cannot benefit by maliciously preventing or causing the condition. C012. Planalto+1

Examples include:

• “Full release is effective only if R$6,000 in cleared funds is received by the stated deadline.”
• “The creditor will request release of the guaranty after all six settlement instalments clear.”
• “The discount is withdrawn if an instalment defaults.”

The actual condition, deadline, clearance standard and consequence of failure must be in the instrument.

G1.4 Legal-person authority

A legal person’s constitutive registration identifies how it is administered and represented. Acts of its administrators bind it when performed within the powers defined by the constitutive act. C013. Primary URL: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm, arts. 46(III), 47. Planalto

For a corporate creditor, the documents still needed include:

• current legal identity;
• governing instrument;
• administrator or officer authority;
• delegation or power of attorney;
• servicing or collection agreement;
• assignment chain where relevant;
• limits on compromise, remission and receipt;
• board or committee approval where contractually required.

A logo, email domain, job title or possession of account information does not by itself prove settlement authority.

G1.5 Representation and mandate

A mandate exists when one person receives powers to perform acts or administer interests for another. A private mandate generally requires the grantor’s signature and should identify the parties, date, purpose and extent of powers. It can be express or tacit, oral or written, but its form follows the form required for the act. C014–C016. Planalto+1

A general mandate grants only ordinary administrative powers. Special and express authority is required to:

• alienate;
• mortgage;
• transigir;
• or perform acts beyond ordinary administration.

An act performed without sufficient authority is ineffective against the principal unless ratified expressly or through unequivocal conduct; ratification ordinarily relates back. C017–C019. Planalto+1

For court proceedings, CPC art. 105 requires a specific clause for acts including:

• admitting a claim;
• transacting;
• withdrawing;
• waiving the right on which the action is based;
• receiving money; and
• giving quitação.

C020. Primary URL: https://www.planalto.gov.br/ccivil_03/_ato2015-2018/2015/lei/l13105.htm, art. 105. Planalto

A private debt adviser’s mandate to relay proposals is not necessarily authority to bind the debtor to a settlement, waive defenses, receive creditor funds, sign a release or appear in court.

G1.6 Creditor assignment and debtor substitution

Assignment of the credit

A credit may generally be assigned unless the obligation’s nature, law or agreement prevents it. Accessories ordinarily follow the assigned credit. The assignment becomes effective against the debtor after notice or written acknowledgment. Before knowledge of the assignment, payment to the original creditor discharges the debtor under art. 292. C031–C032. Planalto+2

A debtor faced with an assignee should still establish:

• assignment identity;
• covered account;
• effective date;
• notice;
• current balance;
• authority to settle;
• prior payments;
• defenses existing at the time of notice.

Assumption of debt

A third person may assume the debtor’s obligation with the creditor’s express consent. Under art. 299, the former debtor is ordinarily released, subject to the statutory insolvency qualification. Silence after a requested consent period counts as refusal rather than consent. Security furnished by the original debtor is extinguished unless the original debtor expressly assents to its continuation. C033. Planalto+1

This is different from a family member merely making a payment, a servicing company changing, or a collector calling on the creditor’s behalf.

G1.7 Narrow consumer overlay

Where the debtor or service recipient satisfies the CDC’s consumer definition and the other party is a supplier, the Civil Code operates alongside the special consumer regime. CDC art. 7 preserves rights arising from other sources, and art. 48 recognizes that writings, receipts and precontracts relating to consumer relations can bind the supplier. C003, C083. Planalto+2

This pass does not decide:

• whether a particular company or business debtor is a consumer;
• whether a settlement clause is abusive;
• cancellation or cooling-off rights;
• provider fees;
• damages or refunds;
• or any actual consumer remedy.

Those matters remain separate.

G2. Payment and allocation

G2.1 Who may pay?

Debtor and interested third party

Any person with an interest in extinguishing the debt may pay it and may use available means to discharge the obligation if the creditor opposes. A third party with a qualifying interest may also become subrogated in the creditor’s rights under the applicable provisions. C021, C047. Primary URL: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm, arts. 304, 346–351. Planalto+1

Noninterested third party

A noninterested third party may pay in the debtor’s name and account unless the debtor objects. If the third party pays in their own name, that payer generally has a reimbursement right but is not subrogated in the creditor’s rights merely by that payment. Payment before maturity is reimbursable only at maturity. C022–C023, C048. Planalto+1

If payment occurs without the debtor’s knowledge or against the debtor’s opposition, the payer has no reimbursement right where the debtor had means to defeat the collection. C024. Planalto

These rules do not classify an intermediary’s client-money programme or authorize a debt company to collect and pool consumer funds.

G2.2 Who may receive?

Creditor or authorized representative

Payment must ordinarily be made to the creditor or a person legally representing the creditor. C025. Primary URL: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm, art. 308. Planalto

Unauthorized payee

Payment made to someone else is effective only:

• after ratification by the creditor; or
• to the extent the payment actually benefited the creditor.

C026. Planalto

The relevant evidence can include:

• settlement authority;
• power of attorney;
• collection or servicing agreement;
• account ownership;
• creditor ledger credit;
• ratification email;
• remittance trail;
• and the creditor’s later conduct.

Putative creditor

Payment made in good faith to a person who reasonably appeared to be the creditor can be valid even if that person was not the true creditor. This depends on both good faith and a justified appearance, not merely the payer’s subjective belief. C027. Primary URL: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm, art. 309; official STJ explanatory material: https://www.stj.jus.br/sites/portalp/Paginas/Comunicacao/Noticias/25042021-Assim-e--se-lhe-parece-a-teoria-da-aparencia-nos-julgados-do-STJ.aspx. Planalto+1

Incapable recipient

Payment knowingly made to an incapable creditor is not valid unless the payer proves that the payment benefited that creditor. C028. Primary URL: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm, art. 310. Planalto

Holder of a receipt

The person presenting the creditor’s receipt is presumed authorized to receive unless circumstances rebut that presumption. C029. Primary URL: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm, art. 311. Planalto

Attachment, seizure or third-party opposition

After notice of an attachment or third-party challenge to the credit, payment to the creditor is not effective against the relevant third parties. The debtor may have to pay again and seek recourse against the creditor. C030. Primary URL: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm, art. 312. Planalto

G2.3 What must the creditor accept?

Different performance

A creditor is not required to accept a performance different from what is owed, even if the substitute is claimed to be more valuable. C034. Primary URL: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm, art. 313. Planalto

A car, service, property transfer, replacement note or third-party claim cannot be imposed unilaterally as satisfaction.

Partial payment

Absent agreement, the creditor cannot be compelled to receive a partial payment, and the debtor cannot be compelled to pay in parts where the obligation was not divisible in that way. C035. Primary URL: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm, art. 314. Planalto

If a creditor voluntarily accepts a partial payment, the remaining balance ordinarily survives unless the receipt, settlement, remission or other valid instrument provides otherwise.

Monetary obligations

Money debts are ordinarily paid at maturity in national currency and nominal value, subject to the Code’s linked qualifications and special legislation. This does not resolve foreign-exchange clauses, monetary correction, default rates or sector-specific charging rules. C036. Primary URL: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm, arts. 315–318. Planalto

G2.4 Proof and quitação

Right to regular receipt

A debtor who pays is entitled to a regular receipt and may retain payment until the receipt is supplied. C037. Primary URL: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm, art. 319. Planalto

Receipt contents

A receipt by private instrument should identify:

• the value and type of debt paid;
• the debtor or payer;
• time and place of payment; and
• signature of the creditor or representative.

C038. Primary URL: same, art. 320. Planalto

A receipt that omits some elements may nevertheless be valid if its terms and surrounding circumstances show payment. C039. Planalto

Statutory presumptions

• Payment of the latest periodic instalment can create a rebuttable presumption that earlier instalments were paid. C040, art. 322.
• A receipt for principal that contains no reservation concerning interest creates a rebuttable presumption that interest was paid. C041, art. 323.
• Voluntary return of the obligation’s title creates a rebuttable presumption of payment; the creditor may prove nonpayment within 60 days. C042, art. 324. Primary URL: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm. Planalto

These presumptions make the exact receipt language consequential. A creditor intending to accept only principal or only a partial instalment should not be presumed to have reserved interest or the remainder unless the instrument and circumstances support that interpretation.

Expenses

Payment and receipt expenses ordinarily fall on the debtor. Any increased expense caused by the creditor falls on the creditor. C043. Primary URL: same, art. 325. Planalto

This is not a provider-fee or collection-cost approval.

G2.5 Time and place

Payment ordinarily occurs at the debtor’s domicile unless the parties, law, nature of the obligation or circumstances establish another place. Repeated acceptance at another place may evidence waiver of the original location. C044. Primary URL: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm, arts. 327–330. Planalto

Where no time is agreed, an obligation can ordinarily be demanded immediately, subject to linked qualifications. Conditional obligations become enforceable once the condition occurs and the creditor proves the debtor knew of it. C044. Primary URL: same, arts. 331–333. Planalto

G2.6 Payment consignation gateway

A judicial deposit or, where legally permitted, a banking deposit can operate as payment and extinguish the obligation if made in the legally required cases and form. C045. Primary URL: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm, art. 334. Planalto

Civil Code art. 335 identifies circumstances including:

• creditor’s unjustified refusal to accept payment or provide a proper receipt;
• creditor’s absence;
• incapable, unknown, absent or uncertain creditor;
• legitimate doubt concerning the recipient;
• or litigation over the object.

The consignation must still satisfy all conditions necessary for valid payment concerning persons, object, manner and time. C046. Primary URL: same, arts. 335–345. Planalto

This is only the substantive gateway. Full judicial or extrajudicial consignation procedure, costs, notices and remedies remain deferred.

G2.7 Subrogation

Payment by specified interested parties can result in legal subrogation, while conventional subrogation depends on the applicable creditor/debtor agreement. Subrogation transfers the relevant rights, actions, privileges and guarantees to the subrogee within the statutory limits. A legal subrogee is limited to the amount actually disbursed, and a partially paid original creditor has preference for the unpaid remainder where competing with the subrogee. C047–C048. Primary URL: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm, arts. 346–351. Planalto

G2.8 Allocation among multiple debts

Debtor’s designation

A debtor owing two or more debts of the same nature to the same creditor may specify which debt is being paid, provided the debts are liquid and due. C049. Primary URL: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm, art. 352. Planalto

The designation should appear in:

• transfer instructions;
• remittance advice;
• settlement instrument;
• receipt;
• or another authenticated communication.

Creditor’s receipt allocation

If the debtor does not designate and accepts a receipt assigning the payment to one debt, the debtor cannot later challenge that allocation unless there was violence or fraud. C050. Primary URL: same, art. 353. Planalto

Principal and interest

Where principal and due interest coexist, payment ordinarily applies first to due interest and then principal unless:

• the parties stipulated otherwise; or
• the creditor gives a receipt applying the payment to principal.

C051. Primary URL: same, art. 354. Planalto+1

Statutory fallback

If neither the debtor nor the receipt makes the allocation, the payment ordinarily applies first to the liquid debt that matured earliest. If all became due at the same time, it applies to the most onerous. C052. Primary URL: same, art. 355. Planalto

Costs

Arts. 352–355 do not establish one universal costs-before-interest or costs-after-principal order for every private obligation. Contractual costs, court costs, professional fees and collection charges require their own valid source and classification. C053.

G3. Novation, remission, transaction and release

G3.1 Dation in payment

The creditor may consent to receive a performance different from the one owed. That is dação em pagamento. C054. Primary URL: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm, arts. 356–359. Planalto+1

If the substituted performance involves a credit title, assignment rules apply. If the creditor is later deprived of the item through eviction, the original obligation can be restored and the receipt becomes ineffective, subject to third-party rights. C055. Planalto

G3.2 Novation

Three statutory branches

Civil Code art. 360 identifies:

1. a new obligation substituting and extinguishing the former one;
2. a new debtor substituting the former debtor, who is released; or
3. a new creditor substituting the former creditor, with the debtor discharged toward the former creditor.

C056. Primary URL: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm. Planalto

Intent is indispensable

Without express or tacit but unequivocal intention to novate, the second obligation merely confirms the first. C057–C058. Primary URL: same, art. 361. Planalto+1

Indicators favoring novation may include explicit language that:

• the former obligation is extinguished;
• a new obligation replaces it;
• prior instruments cease to have effect;
• prior defaults are released;
• specified guarantees are terminated or reconstituted;
• the creditor accepts the new debtor or creditor substitution.

Indicators against novation may include:

• “without novation” language;
• “acknowledgment and rescheduling” language;
• preservation of the original debt and security;
• acceleration upon default restoring the original balance;
• or an instrument expressly described as an amendment.

No one phrase is conclusive without the instrument as a whole.

New debtor

Substitution of a new debtor may occur independently of the former debtor’s consent, but the creditor’s role and the statutory insolvency qualification matter. C059. Primary URL: same, arts. 362–363. Planalto

Accessories and guarantees

Novation ordinarily extinguishes accessories and guarantees unless otherwise stipulated. However, the creditor cannot preserve a pledge, mortgage or anticrese furnished by a third party who did not participate in the novation. C060–C061. Primary URL: same, art. 364. Planalto

A novation between the creditor and one solidary debtor affects other solidary debtors according to art. 365. A guarantor is released where the novation between creditor and debtor occurred without the guarantor’s consent. C062–C063. Primary URLs:

• Civil Code arts. 365–366: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm
• Guaranty gateway, arts. 837–838: same URL. Planalto+1

Null or already extinguished obligations cannot be novated, subject to the Code’s exception concerning voidable obligations. C064. Primary URL: same, art. 367. Planalto

G3.3 Remission

A creditor’s remission, accepted by the debtor, extinguishes the obligation without prejudice to third parties. C065. Primary URL: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm, art. 385. Planalto

Voluntary return of the private instrument evidencing the obligation proves release of the debtor and co-obligors where the creditor is capable and the debtor capable of acquiring the release. C066. Primary URL: same, art. 386. Planalto

Return of an item given as security proves waiver of the real security—not forgiveness of the debt itself. C067. Primary URL: same, art. 387. Planalto

Remission granted to one co-debtor extinguishes the debt only in the share corresponding to that co-debtor. Even if solidarity is reserved against others, the creditor cannot collect the remaining debt without deducting the remitted share. C068. Primary URL: same, art. 388. Planalto

This differs from a transação with a solidary debtor under art. 844 §3, whose statutory effect must be classified separately.

G3.4 Partial payment and solidarity

A creditor may demand all or part of a solidary debt from one or more solidary debtors. Partial payment by one does not release the others from the remaining balance. C068–C069. Primary URL: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm, art. 275. Planalto

Payment or remission obtained by one solidary debtor benefits the others only to the amount paid or remitted. A creditor may waive solidarity for one, some or all debtors; unless solidarity is waived for everyone, the others remain subject to the remaining solidary obligation. C069. Primary URL: same, arts. 277, 282. Planalto+1

An additional obligation agreed with one solidary debtor cannot aggravate the position of the others without their consent. Planalto

G3.5 Transaction — transação

Mutual concessions and disposable rights

Parties may prevent or end a dispute through mutual concessions. A transaction is permitted only concerning private patrimonial rights. C070. Primary URL: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm, arts. 840–841. Planalto

A unilateral statement “I will pay 40% and the rest is forgiven” is not a transaction unless the other side assents. A creditor’s unilateral remission is a different act.

Form

A transaction must use a public deed where the law requires a public deed for the relevant rights. In other cases, a private instrument is permitted. For rights already litigated, the Civil Code recognizes a public deed or a term entered in the case record, signed by the parties and approved by the judge. C071. Primary URL: same, art. 842. Planalto

Scope and interpretation

A transaction is interpreted strictly and declares or recognizes rights rather than transferring them by its own force. It affects only the parties to it, subject to the Code’s specific provisions concerning guarantors and solidarity. C072. Primary URL: same, arts. 843–844. Planalto

A settlement should therefore identify:

• the exact obligation;
• disputed and undisputed amounts;
• parties covered;
• co-debtors and guarantors;
• claims released;
• claims expressly reserved;
• payment condition;
• consequences of default;
• guarantees released or preserved;
• and whether the original debt is novated.

Guarantor and solidary effects

A transaction between creditor and debtor releases the guarantor under art. 844 §1. A transaction involving one solidary creditor or one solidary debtor has the additional effects described in art. 844 §§2–3. C073. Primary URL: same, art. 844. Planalto

Those effects require actual solidarity, the correct parties and a valid transaction. They cannot be assumed from a payment plan involving only a servicer.

Penalty, invalidity and annulment

A transaction may include a penalty clause. Its invalidity consequences, severability and annulment grounds—including fraud, duress and essential error—are governed by arts. 847–850. C074. Primary URL: same, arts. 847–850. Planalto

Full remedies and case-law interpretation are deferred.

G3.6 Receipt, quitação and “full release”

C075. The Civil Code does not make the English phrase “full release” one self-defining category. Depending on wording and facts, a document may operate as:

• evidence of payment under arts. 319–324;
• remission under arts. 385–388;
• a transaction under arts. 840–850;
• a waiver of solidarity under art. 282;
• a novation under arts. 360–367;
• or a combination.

The instrument should answer:

1. What debt is covered?
2. What amount or performance was received?
3. Is the receipt partial or complete?
4. Are principal, interest, penalties, expenses and accessories included?
5. Are unknown claims included?
6. Are guarantors or co-debtors released?
7. Is security released?
8. Does the original obligation continue?
9. Is the release conditional on cleared funds or full performance?
10. Who signed, in what capacity and with what authority?

The exact language and authority are indispensable. The strict-interpretation rules for waivers and transactions caution against expanding a narrow receipt into an unstated global release. Planalto+3

G3.7 Judicial and extrajudicial enforcement gateway

Judicially approved settlement

A judgment approving a transaction resolves the merits under CPC art. 487(III)(b). Judicially approved self-composition and court-approved extrajudicial self-composition are judicial enforcement titles under CPC art. 515(II)–(III). C076–C077. Primary URL: https://www.planalto.gov.br/ccivil_03/_ato2015-2018/2015/lei/l13105.htm. Planalto+1

CPC art. 725(VIII) provides a voluntary-jurisdiction route for approval of extrajudicial self-composition. C079. Planalto

Extrajudicial enforcement title

A transaction instrument can be an extrajudicial title where endorsed by:

• Ministério Público;
• Defensoria Pública;
• Advocacia Pública;
• the parties’ lawyers;
• or a court-accredited conciliator or mediator.

A private document signed by the debtor and two witnesses is also among CPC art. 784’s title categories. C078. Primary URL: same, arts. 783–784. Planalto

The document must still represent a certain, liquid and enforceable obligation for direct execution. A valid settlement lacking these title characteristics is not necessarily void; it may simply require a different action to establish or enforce it. C078–C079.

Documentary and electronic evidence

Parties may use legally and morally legitimate evidence. Statements in a signed private document are presumptively true against the signer, although a declaration of knowledge proves the declaration rather than automatically proving the underlying fact. Authenticity may be established through notarization, legal/electronic certification or absence of a timely challenge. Electronic documents are admissible subject to authenticity and applicable rules. C080–C081. Primary URL: same, arts. 369, 408, 411, 439–441. Planalto+3

A bank statement or digital click can therefore be relevant evidence but does not, standing alone, prove every element of assent, authority, allocation, settlement scope or release. C082.

G4. Eleven fictional workflows

All names, amounts, contracts and events below are invented. No creditor policy, actual debt, legal rate, damages, refund, tax result, credit-record effect or consumer outcome is represented.

H01 — Debtor sends a reduced sum without creditor acceptance

Facts: A debtor allegedly owes R$10,000. The debtor emails, “I offer R$4,000 in full and final settlement,” then transfers R$4,000 before receiving a response.

Actors: Debtor, creditor and bank as payment channel.

Controlling claims: C009–C012, C025, C034–C035, C075.

Conditional answer: The email is an offer. The creditor is not compelled to accept a different or partial performance. The transfer does not unilaterally create remission or transaction.

Possible branches:

• Creditor rejects and returns the funds: no accepted settlement.
• Creditor credits the R$4,000 as a partial payment while clearly reserving the balance: the remaining balance may continue.
• Creditor, through an authorized representative, expressly accepts the offer: a transaction may arise.
• Creditor retains and uses the funds without clear communication: conduct becomes evidence requiring contextual interpretation, but no categorical automatic settlement is assumed.

Required proof: Offer, receipt, creditor response, transfer details, ledger treatment, representative authority and any reservation.

Adverse branch: A controlling consumer, sector or procedural rule could affect remedies; none is decided here.

Exact next question: What authorized creditor act manifested agreement that R$4,000 would satisfy the entire identified debt?

H02 — Creditor conditionally accepts a reduced payment

Facts: An authorized creditor representative writes: “We accept R$6,000 as full settlement of Contract X only if cleared funds are received by 5:00 p.m. Brasília time on November 30, 2026.”

Actors: Creditor, authorized representative and debtor.

Controlling claims: C012–C015, C025, C038, C070–C075.

Conditional answer: This is a conditional settlement offer. Full release depends on the valid condition being satisfied.

Required proof:

• representative’s authority to transigir;
• authenticated acceptance;
• exact deadline and time zone;
• clearing event rather than payment initiation;
• account ownership;
• and the agreed release text.

Adverse branches:

• Funds are initiated before but clear after the deadline.
• Representative lacked settlement authority.
• Payment reached a different account.
• The debtor changed the terms while “accepting.”
• The creditor prevented satisfaction of the condition in bad faith.

Exact next question: Did the agreed cleared-funds condition occur exactly as required, and did the signer have special settlement authority?

H03 — Instalment extension without novation

Facts: The original debt is R$12,000 due immediately. The creditor agrees to 12 monthly payments of R$1,000. The amendment says “This schedule does not novate or extinguish the original obligation.”

Controlling claims: C056–C063.

Conditional answer: The express absence of animus novandi strongly indicates an amendment or rescheduling, not novation. The original obligation may continue with modified performance terms.

Adverse branches:

• Other clauses expressly extinguish and replace the original obligation.
• The instrument releases earlier default and guarantees in a manner inconsistent with continuation.
• The creditor later treats the original obligation as extinguished.
• A guarantor did not consent to a moratorium or other change affecting the guarantee; that separate guaranty analysis remains held.

Missing documents: Entire amendment, original obligation, security and guaranty instruments, default provisions and authority.

Exact next question: Does any provision unequivocally extinguish the original obligation despite the “no novation” clause?

H04 — Express novation and nonconsenting guarantor

Facts: A creditor and debtor sign: “The former R$20,000 obligation is extinguished and replaced by this new R$15,000 obligation.” A guarantor on the former obligation does not sign or consent.

Controlling claims: C056–C064.

Conditional answer: The wording supports objective novation if the new obligation is valid. The old obligation and its accessories are extinguished according to the novation rules. The guarantor is released where the novation occurred without the guarantor’s consent.

Adverse branches:

• The new obligation is null or already extinguished.
• The instrument actually preserves rather than replaces the old obligation.
• The guarantor separately executes a new guarantee.
• Security belongs to the debtor rather than a third party; the preservation analysis differs.

Missing facts: Complete documents, validity, parties, guarantees and security ownership.

Exact next question: Did the guarantor or third-party security provider expressly participate in and consent to the new obligation?

H05 — Multiple liquid debts and debtor allocation

Facts:

• Debt A: R$1,200, due January 10.
• Debt B: R$800, due February 10.
• Same creditor.
• Same monetary nature.
• Both liquid and due.
• Debtor pays R$800.

Branch 1 — debtor designates Debt B

Under art. 352:

Payment to Debt B = R$800.00 Debt B remaining = R$800.00 − R$800.00 = R$0.00 Debt A remaining = R$1,200.00

Total remaining:

R$1,200.00 + R$0.00 = R$1,200.00

Branch 2 — debtor is silent and receipt is silent

Under art. 355, the earliest due liquid debt is Debt A:

Debt A remaining = R$1,200.00 − R$800.00 = R$400.00 Debt B remaining = R$800.00

Total remaining:

R$400.00 + R$800.00 = R$1,200.00

Branch 3 — debtor is silent and accepts creditor’s receipt applying payment to B

Art. 353 may make that allocation controlling, absent violence or fraud.

Controlling claims: C049–C052.

Rounding: All fictional inputs are exact to two decimal places; no rounding rule is needed.

Adverse branch: If either debt was not due or liquid, art. 352’s debtor-designation conditions may not be met. If the debts are of different nature, the rule requires separate analysis.

Exact next question: Did the debtor issue a contemporaneous designation, and what allocation appears on the accepted receipt?

H06 — Principal plus due interest

Facts:

• Principal: R$10,000.00.
• Due interest: R$1,200.00.
• Payment: R$3,000.00.
• No costs are included.
• No contrary stipulation.
• No creditor receipt applying payment directly to principal.

Default art. 354 allocation

Step 1 — pay due interest:

R$3,000.00 − R$1,200.00 = R$1,800.00 remaining payment

Step 2 — apply remainder to principal:

R$10,000.00 − R$1,800.00 = R$8,200.00 principal remaining

Result:

• Interest remaining: R$0.00.
• Principal remaining: R$8,200.00.
• Total remaining: R$8,200.00.

Alternative branch — valid contrary agreement or principal receipt

If the parties validly stipulate principal-first allocation, or the creditor gives a receipt applying R$3,000 to principal:

R$10,000.00 − R$3,000.00 = R$7,000.00 principal remaining

Then:

• Principal: R$7,000.00.
• Due interest: R$1,200.00.
• Total: R$8,200.00.

The total is the same in this static illustration, but the composition differs and can affect later contractual calculations.

Controlling claims: C051–C053.

No implied legal rate: The R$1,200 interest is a stipulated fictional input, not a lawful or market rate.

Adverse branch: Costs, disputed interest, capitalization or partial releases require separate legal and mathematical analysis.

Exact next question: Did a valid agreement or creditor receipt displace the statutory interest-first order?

H07 — Payment to an unauthorized third-party collector

Facts: A caller claims to represent the creditor and directs payment to an account owned by an unrelated company. The debtor pays but the creditor’s ledger remains unpaid.

Controlling claims: C025–C030.

Conditional answer: Payment is not automatically effective merely because the caller knew account details. The debtor must establish:

• actual representation;
• ratification;
• benefit to the creditor;
• or a justified good-faith putative creditor situation.

Adverse branches:

• Creditor received and retained the remitted funds through the collector.
• Creditor later ratified the payment.
• Debtor ignored obvious inconsistencies or fraud warnings.
• An attachment or competing claimant affected payment.

Missing facts: Collection contract, account title, remittance trail, creditor ledger and communications.

Exact next question: What evidence links the payment recipient to the creditor’s authority or actual benefit?

H08 — Partial receipt versus full release

Facts: A creditor signs one of two possible documents after receiving R$1,000.

Version A: “Received R$1,000 as partial payment toward Contract X; all remaining principal, interest and rights are reserved.”

Version B: “Received R$1,000 in full and final settlement of all amounts arising from Contract X; the creditor releases the debtor from the remaining balance.”

Controlling claims: C037–C042, C064–C075.

Conditional answer:

• Version A is a partial receipt and express reservation.
• Version B may combine receipt, transaction and remission if validly authorized and supported by assent.
• Neither version affects another contract unless the text and valid intent extend to it.

Adverse branch: The signer lacked authority, the release was conditional, the instrument was induced by fraud, or a third party’s rights are prejudiced.

Exact next question: Which debts and parties are expressly identified in the release, and what authority did the signer possess?

H09 — Remission to one solidary co-debtor

Facts:

• Total solidary obligation: R$12,000.
• Stipulated internal share of Debtor A: R$4,000.
• Stipulated internal share of Debtor B: R$8,000.
• Creditor validly remits A’s share while reserving solidarity against B.

Art. 388 illustration

Remaining claim = R$12,000.00 − R$4,000.00 remitted share

Remaining claim = R$8,000.00

The creditor cannot collect from B without deducting A’s remitted share.

Controlling claims: C065–C069.

Adverse branch: If the instrument is a transaction rather than remission, art. 844’s solidary effects may differ. If shares are not established, the R$4,000 deduction cannot be assumed.

Missing facts: Basis of solidarity, internal shares, exact instrument and reservation.

Exact next question: Was the creditor forgiving A’s individual share, transacting over the entire solidary obligation, or waiving solidarity only?

H10 — Negotiator signs without special settlement authority

Facts: A debtor signs a general power authorizing a consultant to “administer debt communications.” The consultant signs a settlement waiving defenses and accepting a new balance.

Controlling claims: C014–C020.

Conditional answer: General administrative authority does not itself include transigir. The settlement is ineffective against the debtor unless authority existed elsewhere or the debtor ratifies it expressly or through unequivocal conduct.

Adverse branches:

• The mandate separately grants special express settlement power.
• The debtor knowingly begins performing the settlement and thereby ratifies it.
• The consultant signed only as a messenger while the debtor separately accepted.

Missing facts: Complete mandate, settlement, communications and conduct after execution.

Exact next question: Where is the special and express power to compromise the debtor’s rights?

H11 — Assignment followed by payment to the former creditor

Facts: Creditor A assigns a debt to Creditor B on June 1. The debtor pays Creditor A on June 15. The assignment notice reaches the debtor on June 20.

Controlling claims: C031–C032.

Conditional answer: If the debtor genuinely lacked knowledge before June 20, payment to the former creditor on June 15 can discharge the debtor under art. 292.

Adverse branches:

• The debtor had earlier actual notice or signed acknowledgment.
• Multiple assignments or presentation of the assignment instrument changed the applicable recipient.
• The payment addressed another debt.
• Fraud or collusion existed.

Missing facts: Assignment, notice method, delivery, acknowledgment, payment and allocation.

Exact next question: When did the debtor first acquire legally relevant knowledge of the assignment?

G5. P01 D06 old-to-new crosswalk

Literal reviewed P01 row preserved

Original coordinator acceptance: explicit_deferred_hold_preserved.

PASS-09 narrow disposition

Crosswalk count: 13 visible rows, including the preserved literal row and 12 narrow dispositions.

PASS-09 source register

Access dates for all sources: October 26, 2026 PDT / October 27, 2026 UTC. Exact source-open clock times: Unknown. PDF page rule: All materially used bodies below were read as official HTML pages; printed page and zero-based PDF index are therefore N/A.

Source count: 5 displayed rows. Four fresh official statutory bodies and one official STJ explanatory source. No private source, provider policy or unverified contract was used as legal authority. No material official source failure was used to support a proposition.

Atomic PASS-09 claim/evidence register

Claim count: 84 displayed atomic and qualified claims, C_BR-P09-C001–C084.

Complete granular core coverage

Core-coverage count: 99 displayed rows, P09-G01 through G99.

Separately named deferred families

Deferred-family count: 33 displayed rows.

All 27 inherited states and Distrito Federal

The jurisdiction names below are inherited from the saved P01 territorial inventory. No geography API, IBGE endpoint or fresh territorial certification was used. National Civil Code rules do not establish every local court, notarial, holiday, consumer, public-assistance or procedural implementation.

Territorial count: 27 displayed rows; zero state/DF branches cleared.

Evidence-backed article, checklist and conditional-tool opportunities

A safe tool should display separate fields for:

• underlying obligation;
• offered compromise;
• creditor assent;
• signer authority;
• condition;
• payment receipt;
• allocation;
• novation intent;
• remission;
• guarantor/co-debtor effect;
• release scope;
• and enforcement-title status.

It should never output “the debt is settled” based only on a transfer screenshot or a debtor-written memo line.

Researcher self-check

Exact evidence required for a real settlement classification

1. Original obligation and every amendment.
2. Complete account and allocation ledger.
3. Creditor identity and assignment chain.
4. Notice of assignment and debtor acknowledgment.
5. Legal-person constitutive and delegation documents.
6. Powers of attorney, including express settlement authority.
7. Offer, counteroffer and acceptance communications.
8. Conditions, deadlines and clearing requirements.
9. Payment instruction, bank trail and creditor ledger posting.
10. Receipt or quitação in original form.
11. Release, remission or transaction wording.
12. Express novation or nonnovation language.
13. Guarantees, security and third-party participation.
14. Co-debtor solidarity and internal-share documents.
15. Witnesses, endorsements or court homologation relevant to title status.
16. Applicable consumer/product/professional/payment rules.
17. Applicable state, DF, municipal, court and notarial procedures.
18. Current official text of all consequential provisions on the actual decision date.

Final disposition: PASS-09 establishes the narrow federal Civil Code/CPC gateway for ordinary repayment, payment recipients, proof, allocation, dation, novation, remission, transaction, receipts, releases and settlement-title classification. It does not establish that any actual payment discharged a debt, that any settlement was accepted, that any guarantee was released, that any provider had authority, or that any real obligation is paid, forgiven, enforceable or unenforceable.

END C_BR PASS-09