This thesis focuses on problems related to definition and scope of charge encumbered with gift including problems on applying unjust enrichment on restitution of gift with charge. The study is conducted by analyzing and comparing relevant articles stipulated in France Civil Code and German Civil Code with the proposes to comprehend the definition and scope of charge encumbered with gift pursuant to Thai Civil and Commercial Code, and also to find the most appropriate and just restitution method applicable for gift with charge. As a result, the definition and scope of charge encumbered with gift were not stipulated in both France Civil Code and German Civil Code. Therefore, as well as Thai law, definition and scope of charge encumbered with gift pursuant to French law and German law are significantly influenced by academic research and court’s judgement. For other relevant articles, it was found that German Civil Code and Thai Civil and Commercial Code generally have some contents in common. However, despite mutual restitution method of unjust enrichment, German Civil Code provides broader protection. On the other hand, France Civil Code is quite unique especially the restitution of gift with charge which comparable to restoration to former condition method. The author suggests the revision of Thai Civil and Commercial Code in four topics. First, specify the definition of charge encumbered with gift. Second, acknowledge legal status of gift made with material contractual term which is similar to but not gift with charge. Third, extend the scope of unjust enrichment to cover the deprivation of the property received. Finally, ensure the donor’s right to cancel fraudulent act done by the donee with an intention to cause the donor damages