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【协议法】协议法全文我国于1999年3月15日第九届全国人民代表大会第二次会议通过颁布《中华人民共和国协议法》。
下面是精心为大家整理的协议法全文内容, 欢迎阅读。
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目录:总则第一章一般规定第二章协议的订立第三章协议的效力第四章协议的履行第五章协议的变更和转让第六章协议的权利义务终止第七章违约责任第八章其他规定分则第九章买卖协议第十章供用电、水、气、热力协议第十一章赠与协议第十二章借款协议第十三章租赁协议第十四章融资租赁协议第十五章承揽协议第十六章建设工程协议第十七章运送协议第十八章技术协议第十九章保管协议第二十章仓储协议第二十一章委托协议第二十二章行纪协议第二十三章居间协议附则分则第九章买卖协议第一百三十条买卖协议是出卖人转移标的物的所有权于买受人, 买受人支付价款的协议。
第一百三十一条买卖协议的内容除依照本法第十二条的规定以外, 还可以涉及包装方式、检查标准和方法、结算方式、协议使用的文字及其效力等条款。
第一百三十二条出卖的标的物, 应当属于出卖人所有或者出卖人有权处分。
法律、行政法规严禁或者限制转让的标的物, 依照其规定。
第一百三十三条标的物的所有权自标的物交付时起转移, 但法律另有规定或者当事人另有约定的除外第一百三十四条当事人可以在买卖协议中约定买受人未履行支付价款或者其他义务的, 标的物的所有权属于出卖人。
第一百三十五条出卖人应当履行向买受人交付标的物或者交付提取标的物的单证, 并转移标的物所有权的义务。
第一百三十六条出卖人应当按照约定或者交易习惯向买受人交付提取标的物单证以外的有关单证和资料。
第一百三十七条出卖具有知识产权的计算机软件等标的物的, 除法律另有规定或者当事人另有约定的以外, 该标的物的知识产权不属于买受人。
总则GENERAL PRINCIPLES第一章一般规定Chapter One: General Provisions第一条为了保护合同当事人的合法权益，维护社会经济秩序，促进社会主义现代化建设，制定本法。
Article 1 PurposeThis Law is formulated in order to protect the lawful rights and interests of contract parties, to safeguard social and economic order, and to promote socialist modernization.第二条本法所称合同是平等主体的自然人、法人、其他组织之间设立、变更、终止民事权利义务关系的协议。
婚姻、收养、监护等有关身份关系的协议，适用其他法律的规定。
Article 2 Definition of Contract; ExclusionsFor purposes of this Law, a contract is an agreement between natural persons, legal persons or other organizations with equal standing, for the purpose of establishing, altering, or discharging a relationship of civil rights and obligations.An agreement concerning any personal relationship such as marriage, adoption, guardianship, etc. shall be governed by other applicable laws.第三条合同当事人的法律地位平等，一方不得将自己的意志强加给另一方。
law的意思用法大全law有法,法学,规律,法制的意思。
那你们掌握它的用法了吗，今天给大家带来了law的用法,希望能够帮助到大家，一起来学习吧。
law的意思n. 法,法学,规律,法制vt. vi. [口语、方言]诉诸法律，对…起诉，控告vt. 控告,对…起诉变形：过去式: lawed; 现在分词：lawing; 过去分词：lawed;law用法law可以用作名词law的基本意思是“法”,指由至高无上的权威机构〔部门〕颁布并强制推行的,对被统治者具有约束力和义务性的原则,从狭义上说可指地方至国家立法机关所颁布的法令法规,也可指约定俗成的行为规范,指具体的某项法律时是可数名词。
表示法律整体时,是不可数名词,有无定冠词the都可以。
当law表示某一类法律时,不加定冠词the,而当确切地表示某国或某时的法律时,前面要加定冠词。
law引申还可表示“规则”“条例”。
law还可作“法学”解,是不可数名词,一般情况下不加冠词。
the law用于美国口语中,可表示“执法者,警察”,只用单数。
the law还可作“律师界”解, follow the law的意思是“当律师”。
law用作名词的用法例句The law forbids stealing.法律禁止盗窃。
Those who break the law are subjected to justice.违法者要受到法律制裁。
The new law has received the royal assent.新的法规已得到国王的批准。
law用法例句1、The letter merely restated the law of the land.这封信只不过重复了一下土地法。
2、Mrs Allens style of cooking owes much to hermother-in-law.艾伦太太的烹饪风格很大程度上承传于她的婆婆。
3、Eisenhower used his muscle to persuade Congress to change the law.艾森豪威尔用他的影响力说服国会修改了该项法律。
中华人民共和国合同法中英中华人民共和国合同法是中华人民共和国最高立法机关于1999年3月15日通过，自1999年10月1日起施行的一部法律，共有12章，207条。
合同法规定了合同的成立、履行、变更、转让等一系列内容，是中国合同法律体系的重要组成部分。
下面将对中华人民共和国合同法的内容进行详细的介绍。
第一章总则第一条为了保护社会主义市场经济秩序，规范当事人的交易行为，维护社会公共利益，保障合同当事人的合法权益，适用本法。
第二条当事人订立、履行合同，应当遵循平等自愿、公平诚信的原则，尊重社会公共利益，遵循社会风尚。
第三条中国人民不分种族、民族、性别、职业、财产状况、宗教信仰、教育程度、家庭出身、长期居住地等因素，一律平等地享有民事权利和承担民事义务。
第四条当事人利用合同订立和履行规避法律、行政法规和公序良俗的，该合同无效。
第五条当事人订立合同，不得违反法律、行政法规的强制性规定，不得损害社会公共利益，不得损害他人合法权益。
第六条当事人可以依法选择适用国际商事惯例、国际商事惯例通行的行业惯例。
第七条未成年人、无行为能力人或者限制民事行为能力人订立合同，或者损害其合法权益，应当提供必要的保护。
第八条国家实行合同自由原则。
当事人依法享有订立合同的自由。
第九条合同当事人应当按照诚实信用原则订立合同，履行合同。
第十条妨害公共利益的合同和损害国家利益、社会公共利益以及他人合法权益的合同无效。
第十一条因不可抗力不能实现合同目的的，合同不履行；合同当事人对此应当从轻重中予以减免。
第十二条合同的订立、履行应当尊重社会的公序良俗。
第十三条合同法适用于中华人民共和国领域的合同关系。
第十四条合同法适用于中华人民共和国的国际合同。
第十五条合同法适用于中华人民共和国的外国合同。
Chapter I General ProvisionsArticle 1 For the purpose of protecting the socialist market economy order, standardizing the trading activities of the parties, safeguarding the public interests and protecting the legitimate rights and interests of the contracting parties, this Law is enacted.Article 2 In making and performing contracts, the parties shall observe the principles of equality, voluntariness, fairness and good faith, respect social public interests and observe social ethics.Article 3 The people of the People's Republic of China, regardless of their nationality, race, sex, occupation, property status, religious belief, education level, family origin and duration of residence, shall enjoy civil rights and assume civil obligations equally.Article 4 A contract is invalid if the parties to the contract intend to evade mandatory provisions of laws or administrative regulations or infringe upon public interests or the lawful rights and interests of a third party.Article 5 In making a contract, the parties shall not violate the mandatory provisions of laws or administrative regulations, morals or public interests, or infringe upon the lawful rights and interests of others.Article 6 The parties may choose to apply international business practices or industry practices widely applied and followed internationally in accordance with the law.Article 7 The contractual rights and interests of minors, persons with no or limited capacity for civil conduct, or persons with restricted capacity for civil conduct shall be protected as necessary.Article 8 The principle of freedom of contract shall be observed by the State. The parties shall enjoy freedom to enter into contracts in accordance with the law.Article 9 In making and performing a contract, the parties shall observe the principle of good faith.Article 10 Contracts that jeopardize public interests, or infringe upon the national interests, public interests of society or the lawful rights and interests of others, are void.Article 11 Where a contract cannot be performed due to force majeure, the contract is not required to be performed. The parties shall bear liabilities in light of the actual circumstances.Article 12 In making and performing contracts, the social public interests and social ethics shall be observed.Article 13 This Law applies to contracts within the territory of the People's Republic of China.Article 14 This Law applies to international contracts in the People's Republic of China. Article 15 This Law applies to foreign-related contracts in the People's Republic of China.。
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Article 1 This Law is formulated with a view to protecting the lawful rights and interests of the parties to contracts, maintaining the social economic order and promoting the progress of the socialist modernization drive.Article 2 A contract in this Law refers to an agreement establishing, modifying and terminating the civil rights and obligations between subjects of equal footing, that is, between......Contract Law of the People's Republic of China法院版GENERAL PROVISIONSCHAPTER 1 GENERAL PROVISIONSCHAPTER 2 CONCLUSION OF CONTRACTSCHAPTER 3 EFFECTIVENESS OF CONTRACTSCHAPTER 4 PERFORMANCE OF CONTRACTSCHAPTER 5 MODIFICATION AND ASSIGNMENT OF CONTRACTSCHAPTER 6 TERMINATION OF THE RIGHTS AND OBLIGATIONS OF CONTRACTS CHAPTER 7 LIABILITY FOR BREACH OF CONTRACTSCHAPTER 8 MISCELLANEOUS PROVISIONSSPECIFIC PROVISIONSCHAPTER 9 CONTRACTS FOR SALESCHAPTER 10 CONTRACTS FOR SUPPLY AND USE OF ELECTRICITY, WATER, GAS OR HEATINGCHAPTER 11 CONTRACTS FOR DONATIONCHAPTER 12 CONTRACTS FOR LOANSCHAPTER 13 CONTRACTS FOR LEASECHAPTER 14 CONTRACTS FOR FINANCIAL LEASECHAPTER 15 CONTRACTS FOR WORKCHAPTER 16 CONTRACTS FOR CONSTRUCTION PROJECTSCHAPTER 17 CONTRACTS FOR TRANSPORTATIONSECTION 1 GENERAL RULESSECTION 2 CONTRACTS FOR PASSENGER TRANSPORTATIONSECTION 3 CONTRACTS FOR GOODS TRANSPORTATIONSECTION 4 CONTRACTS FOR MULTI-MODAL TRANSPORTATIONCHAPTER 18 CONTRACTS FOR TECHNOLOGYSECTION 1 GENERAL RULESSECTION 2 CONTRACTS FOR TECHNOLOGY DEVELOPMENTSECTION 3 CONTRACTS FOR TECHNOLOGY TRANSFERSECTION 4 CONTRACTS FOR TECHNICAL CONSULTANCY AND TECHNICAL SERVICE CHAPTER 19 CONTRACTS FOR STORAGECHAPTER 20 CONTRACTS FOR WAREHOUSINGCHAPTER 21 CONTRACTS FOR COMMISSIONCHAPTER 22 CONTRACTS FOR BROKERAGECHAPTER 23 CONTRACTS FOR INTERMEDIATIONSUPPLEMENTARY PROVISIONSArticle 1 This Law is formulated with a view to protecting the lawful rights and interests of the parties to contracts, maintaining the social economic order and promoting the progress of the socialist modernization drive.Article 2 A contract in this Law refers to an agreement establishing, modifying and terminating the civil rights and obligations between subjects of equal footing, that is, between natural persons, legal persons or other organizations.Agreements involving personal status relationship such as on matrimony, adoption, guardianship, etc. shall apply the provisions of other Laws.Article 3 The parties to a contract shall have equal legal status. No party may impose its will on the other party.Article 4 The parties shall have the rights to be voluntary to enter into a contract in accordance with the law. No unit or individual may illegally interfere.Article 5 The parties shall abide by the principle offairness in defining the rights and obligations of each party.Article 6 The parties must act in accordance with the principle of good faith, no matter in exercising rights or in performing obligations.Article 7 In concluding and performing a contract, the parties shall abide by the laws and administrative regulations, observe social ethics. Neither party may disrupt the socio-economic order or damage the public interests.Article 8 As soon as a contract is established in accordance with the law, it shall be legally binding on the parties. The parties shall perform their respective obligations in accordance with the terms of the contract. Neither party may unilaterally modify or rescind the contract.The contract established according to law shall be under the protection of law.CHAPTER 2 CONCLUSION OF CONTRACTSArticle 9 In concluding a contract, the parties shall have appropriate civil capacity of right and civil capacity of conduct.The parties may conclude a contract through an agent in accordance with the law.Article 10 The parties may conclude a contract in written,oral or other forms.Where the laws or administrative regulations require a contract to be concluded in written form, the contract shall be in written form. If the parties agree to do so, the contract shall be concluded in written form.Article 11 The written forms mean the forms which can show the described contents visibly, such as a written contractual agreement, letters, and data-telex (including telegram, telex, fax, EDI and e-mails).Article 12 The contents of a contract shall be agreed upon by the parties, and shall contain the following clauses in general:(1) title or name and domicile of the parties;(2) contract object;(3) quantity;(4) quality;(5) price or remuneration;(6) time limit, place and method of performance;(7) liability for breach of contract; and(8) methods to settle disputes.The parties may conclude a contract by reference to the model text of each kind of contract.Article 13 The parties shall conclude a contract in the form of an offer and acceptance.Article 14 An offer is a proposal hoping to enter into a contract with other parties. The proposal shall comply with the following stipulations:(1) Its contents shall be detailed and definite;(2) It indicates the proposal of the offeror to be bound in case of acceptance.Article 15 An invitation for offer is a proposal for requesting other parties to make offers to the principal. Price forms mailed, public notices of auction and tender, prospectuses and commercial advertisements, etc. are invitations for offer.Where the contents of a commercial advertisement comply with the terms of the offer, it may be regarded as an offer.Article 16 An offer becomes effective when it reaches the offeree.If a contract is concluded by means of data-telex, and a recipient appoints a specific system to receive the data-telex, the time when the data-telex enters the system shall be the time of arrival; if no specific system is appointed, the time when the data-telex first enters any of the recipient's systems shall be regarded as the time of arrival.Article 17 An offer may be withdrawn, if the withdrawal notice reaches the offeree before or at the same time when the offer arrives.Article 18 An offer may be revoked, if the revocation reaches the offeree before it has dispatched an acceptance.Article 19 An offer may not be revoked, if(1) the offeror indicates a fixed time for acceptance or otherwise explicitly states that the offer is irrevocable; or(2) the offeree has reasons to rely on the offer as being irrevocable and has made preparation for performing the contract.Article 20 An offer shall be null and void under any of the following circumstances:(1) The notice of rejection reaches the offeror;(2) The offeror revokes its offer in accordance with the law;(3) The offeree fails to make an acceptance at the time when the time limit for acceptance expires;(4) The offeree substantially alters the contents of the offer.Article 21 An acceptance is a statement made by the offeree indicating assent to an offer.Article 22 Except that it is based on transaction practices or that the offer indicates an acceptance may be made by performing an act, the acceptance shall be made by means of notice.Article 23 An acceptance shall reach the offeror within the time limit fixed in the offer.Where no time limit is fixed in the offer, the acceptance shall arrive in accordance with the following provisions:(1) If the offer is made in dialogues, the acceptance shall be made immediately except as otherwise agreed upon by the parties;(2) If the offer is made in forms other than a dialogue, the acceptance shall arrive within a reasonable period of time.Article 24 Where the offer is made in a letter or a telegram, the time limit for acceptance commences from the date shown in the letter or from the moment the telegram is handed in for dispatch. If no such date is shown in the letter, it commences from the date shown on the envelope. Where an offer is made by means of instantaneous communication, such as telephone or facsimile, the time limit for acceptance commences from the moment that the offer reaches the offeree.Article 25 A contract is established when the acceptancebecomes effective.Article 26 An acceptance becomes effective when its notice reaches the offeror. If an acceptance needn't be notified, it becomes effective when an act of acceptance is performed in accordance with transaction practices or as required in the offer.Where a contract is concluded in the form of data-telex, the time when an acceptance arrives shall apply the provisions of Paragraph 2, Article 16 of this Law.Article 27 An acceptance may be withdrawn, but a notice of withdrawal shall reach the offeror before the notice of acceptance reaches the offeror or at the same time when the acceptance reaches the offeror.Article 28 Where an offeree makes an acceptance beyond the time limit for acceptance, the acceptance shall be a new offer except that the offeror informs the offeree of the effectiveness of the said acceptance promptly.Article 29 If the offeree dispatches the acceptance within the time limit for acceptance which can reach the offeror in due time under normal circumstances, but the acceptance reaches the offeror beyond the time limit because of other reasons, the acceptance shall be effective, except that, the offeror informsthe offeree promptly that it does not accept the acceptance because it exceeds the time limit for acceptance.Article 30 The contents of an acceptance shall comply with those of the offer. If the offeree substantially modifies the contents of the offer, it shall constitute a new offer. The modification relating to the contract object, quality, quantity, price or remuneration, time or place or method of performance, liabilities for breach of contract and the settlement of disputes, etc., shall constitute the substantial modification of an offer.Article 31 If the acceptance does not substantially modifies the contents of the offer, it shall be effective, and the contents of the contract shall be subject to those of the acceptance, except as rejected promptly by the offeror or indicated in the offer that an acceptance may not modify the offer at all.Article 32 Where the parties conclude a contract in written form, the contract is established when both parties sign or affix a seal on it.Article 33 Where the parties conclude the contract in the form of a letter or data-telex, etc., one party may request to sign a letter of confirmation before the conclusion of thecontract. The contract shall be established at the time when the letter of confirmation is signed.Article 34 The place of effectiveness of an acceptance shall be the place of the establishment of the contract.If the contract is concluded in the form of data-telex, the main business place of the receipient shall be the place of establishment. If no main business place, its habitual residence shall be considered to be the place of establishment. Where the parties agree otherwise, the place of establishment shall be subject to that agreement.Article 35 Where the parties conclude a contract in written form, the place where both parties sign or affix a seal shall be the place where the contract is established.Article 36 A contract, which shall be concluded in written form as provided for by the laws and administrative regulations or as agreed upon by the parties, shall be established, as the parties do not use the written form, but one party has performed the principal obligation and the other party has received it.Article 37 A contract, which is concluded in written form, shall be eslablished, if one party has performed its principal obligation and the other party has received it before signiture or affixing with a seal.Article 38 In case the State issues a mandatory plan or a State purchasing order task based on necessity, the relevant legal persons or other organizations shall conclude contracts between them in accordance with the rights and obligations as stipulated by the relevant laws and administrative regulations.Article 39 Where standard terms are adopted in concluding a contract, the party which supplies the standard terms shall define the rights and obligations between the parties abiding by the principle of fairness, request the other party to note the exclusion or restriction of its liabilities in reasonable ways, and explain the standard terms according to the requirement of the other party.Standard terms are clauses which are prepared in advance for general and repeated use by one party and which are not negotiatied with the other party in concluding a contract.Article 40 When standard terms are under the circumstances stipulated in Article 52 and Article 53 of this Law, or the party which supplies the standard terms exempts itself from its liabilities, weights the liabilities of the other party, and excludes the rights of the other party, the terms shall be null and void.Article 41 If a dispute over the understanding of thestandard terms occurs, it shall be interpreted according to general understanding. Where there are two or more kinds of interpretation, an interpretation unfavourable to the party supplying the standard terms shall be preferred. Where the standard terms are inconsistent with non-standard terms, the latter shall be adopted.Article 42 The party shall be liable for damages if it is under one of the following circumstances in concluding a contract and thus causing losses to the other party:(1) disguising and pretending to conclude a contract, and negotiating in bad faith;(2) concealing deliberately the important facts relating to the conclusion of the contract or providing deliberately false information;(3) performing other acts which violate the principle of good faith.Article 43 A business secret the parties learn in concluding a contract shall not be disclosed or unfairly used, no matter the contract is established or not. The party who causes the other party to suffer from losses due to disclosing or unfairly using the business secret shall be liable for damages.CHAPTER 3 EFFECTIVENESS OF CONTRACTSArticle 44 The contract established according to law becomes effective when it is established.With regard to contracts which are subject to approval or registration as provided for by the laws or administrative regulations, the provisions thereof shall be followed.Article 45 The parties may agree on some collateral conditions relating to the effectiveness of a contract. The contract with entry-into-force conditions shall be effective when such conditions are accomplished. The contract with dissolving conditions shall be null and void when such conditions are accomplished.To unfairly prevent the conditions from being accomplished by one party for its own interests shall be regarded as those conditions have been accomplished. To unfairly promoting the accomplishment of such conditions by one party shall be regarded as non-accomplishment.Article 46 The parties may agree on a conditional time period as to the effectiveness of the contract. A contract subject to an effective time period shall come into force when the period expires. A contract with termination time period shall become invalid when the period expires.Article 47 A contract concluded by a person with limitedcivil capacity of conduct shall be effective after being ratified afterwards by the person's statutory agent, but a pure profit-making contract or a contract concluded which is appropriate to the person's age, intelligence or mental health conditions need not be ratified by the person's statutory agent.The counterpart may urge the statutory agent to ratify the contract within one month. It shall be regarded as a refusal of ratification that the statutory agent does not make any expression. A bona fide counterpart has the right to withdraw it before the contract is ratified. The withdrawal shall be made by means of notice.Article 48 A contract concluded by an actor who has no power of agency, who oversteps the power of agency, or whose power of agency has expired and yet concludes it on behalf of the principal, shall have no legally binding force on the principal without ratification by the principal, and the actor shall be held liable.The counterpart may urge the principal to ratify it within one month. It shall be regarded as a refusal of ratification that the principal does not make any expression. A bona fide counterpart has the right to withdraw it before the contract is ratified. The withdrawal shall be made by means of notice.Article 49 If an actor has no power of agency, oversteps the power of agency, or the power of agency has expired and yet concludes a contract in the principal's name, and the counterpart has reasons to trust that the actor has the power of agency, the act of agency shall be effective.Article 50 Where a statutory representative or a responsible person of a legal person or other organization oversteps his/her power and concludes a contract, the representative act shall be effective except that the counterpart knows or ought to know that he/she is overstepping his/her powers.Article 51 Where a person having no right to disposal of property disposes of other persons' properties, and the principal ratifies the act afterwards or the person without power of disposal has obtained the power after concluding a contract, the contract shall be valid.Article 52 A contract shall be null and void under any of the following circumstances:(1) A contract is concluded through the use of fraud or coercion by one party to damage the interests of the State;(2) Malicious collusion is conducted to damage the interests of the State, a collective or a third party;(3) An illegitimate purpose is concealed under the guise of legitimate acts;(4) Damaging the public interests;(5) Violating the compulsory provisions of the laws and administrative regulations.Article 53 The following immunity clauses in a contract shall be null and void:(1) those that cause personal injury to the other party;(2) those that cause property damages to the other party as a result of deliberate intent or gross fault.Article 54 A party shall have the right to request the people's court or an arbitration institution to modify or revoke the following contracts:(1) those concluded as a result of serious misunderstanding;(2) those that are obviously unfair at the time when concluding the contract.If a contract is concluded by one party against the other party's true intentions through the use of fraud, coercion or exploitation of the other party's unfavorable position, the injured party shall have the right to request the people's court or an arbitration institution to modify or revoke it.Where a party requests for modification, the people's court or the arbitration institution may not revoke the contract.Article 55 The right to revoke a contract shall extinguish under any of the following circumstances:(1) A party having the right to revoke the contract fails to exercise the right within one year from the day that it knows or ought to know the revoking causes;(2) A party having the right to revoke the contract explicitly expresses or conducts an act to waive the right after it knows the revoking causes.Article 56 A contract that is null and void or revoked shall have no legally binding force ever from the very beginning. If part of a contract is null and void without affecting the validity of the other parts, the other parts shall still be valid.Article 57 If a contract is null and void, revoked or terminated, it shall not affect the validity of the dispute settlement clause which is independently existing in the contract.Article 58 The property acquired as a result of a contract shall be returned after the contract is confirmed to be null and void or has been revoked; where the property can not be returnedor the return is unnecessary, it shall be reimbursed at its estimated price. The party at fault shall compensate the other party for losses incurred as a result therefrom. If both parties are at fault, each party shall respectively be liable.Article 59 If the parties have maliciously conducted collusion to damage the interests of the State, a collective or a third party, the property thus acpuired shall be turned over to the State or returned to the collective or the third party.CHAPTER 4 PERFORMANCE OF CONTRACTSArticle 60 The parties shall perform their obligations thoroughly according to the terms of the contract.The parties shall abide by the principle of good faith and perform the obligations of notice, assistance and maintaining confidentiality, etc. based on the character and purpose of the contract or the transaction practices.Article 61 Where, after the contract becomes effective, there is no agreement in the contract between the parties on the terms regarding quality, price or remuneration and place of performance, etc. or such agreement is unclear, the parties may agree upon supplementary terms through consultation. In case of a failure in doing so, the terms shall be determined from the context of relevant clauses of the contract or by transactionpractices.Article 62 If the relevant terms of a contract are unclear, nor can it be determined according to the provisions of Article 61 of this Law, the provisions below shall be applied:(1) If quality requirements are unclear, the State standards or trade standards shall be applied; if there are no State standards or trade standards, generally held standards or specific standards in conformity with the purpose of the contract shall be applied.(2) If the price or remuneration is unclear, the market price of the place of performance at the time concluding the contract shall be applied; if the government-fixed price or government-directed price shall be followed in accordance with the law, the provisions of the law shall be applied.(3) If the place of performance is unclear, and the payment is currency, the performance shall be effected at the place of location of the party receiving the payment; if real estate is to be delivered, the performance shall be effected at the place of location of the real estate; in case of other contract objects, the performance shall be effected at the place of location of the party fulfilling the obligations.(4) If the time limit for performance is unclear, theobligor may at any time fulfill the obligations towards the obligee; the obligee may also demand at any time that the obligor performs the obligations, but a time period for necessary preparation shall be given to the obligor.(5) If the method of performance is unclear, the method which is advantageous to realize the purpose of the contract shall be adopted.(6) If the burden of the expenses of performance is unclear, the cost shall be assumed by the obligor.Article 63 In cases where the government-fixed price or government- directed price is followed in a contract, if the said price is readjusted within the time limit for delivery as stipulated in the contract, the payment shall be calculated according to the price at the time of delivery. If the delivery of the object is delayed and the price has risen, the original price shall be adopted; while the price has dropped, the new price shall be adopted. In the event of delay in taking delivery of the object or late payment, if the price has risen, the new price shall be adopted; while the price has dropped, the original price shall be adopted.Article 64 Where the parties agree that the obligor performs the obligations to a third party, and the obligor fails toperform the obligations to the third party or the performance does not meet the terms of the contract, the obligor shall be liable to the obligee for the breach of contract.Article 65 Where the parties agree that a third party performs the obligations to the obligee, and the third party fails to perform the obligations or the performance does not meet the terms of the contract, the obligor shall be liable to the obligee for the breach of contract.Article 66 If both parties have obligations towards each other and there is no order of priority in respect of the performance of obligations, the parties shall perform the obligations simultaneously. One party has the right to reject the other party's request for performance before the other party's performance. One party has the right to reject the other party's corresponding request for performance if the other party's performance does not meet the terms of the contract.Article 67 Where both parties have obligations towards each other and there has been an order of priority in respect of the performance, and the party which shall render its performance first has not rendered the performance, the party which may render its performance lately has the right to reject the other party's request for performance. Where the party which shallrender its performance first violates the terms of a contract while fulfilling the obligations, the party which may render its performance lately has the right to reject the other party's corresponding request for performance.Article 68 One party, which shall render its performance first, may suspend its performance, if it has conclusive evidence that the other party is under any of the following circumstances:(1) Its business conditions are seriously deteriorating;(2) It moves away its property and takes out its capital secretly to evade debt;(3) It loses its commercial credibility;(4) Other circumstances showing that it loses or is possible to lose the capacity of credit.Where a party suspends performance of a contract without conclusive evidence, it shall be liable for the breach of contract.Article 69 One party to a contract which suspends its performance of the contract in accordance with the provisions of Article 68 of this Law, shall promptly inform the other party of such suspension. It shall resume its performance of the contract when the other party provides a sure guarantee. Afterthe suspension of the performance, if the other party does not reinstate its capacity of performance and does not provide with a sure guarantee, the party suspending performance of the contract may rescind the contract.Article 70 If the obligee does not notify the obligor its separation, merger or a change of its domicile so as to make it difficult for the obligor to perform the obligations, the obligor may suspend the performance of the contract or have the object deposited.Article 71 The obligee may reject an advance performance of the contract by the obligor, except that the advance performance does not damage the interests of the obligee.Additional expenses caused to the obligee by advance performance shall be borne by the obligor.Article 72 The obligee may reject the partial performance of the contract by the obligor, except that the partial performance does not damage the interests of the obligee.Additional expenses caused to the obligee by partial performance shall be borne by the obligor.Article 73 If the obligor is indolent in exercising its due creditor's right, thus damaging the interests of the obligee, the obligee may request the people's court for subrogation inits own name, except that the creditor's right exclusively belongs to the obligor.The subrogation shall be exercised within the scope of the creditor's right of the obligee. The necessary expenses caused to the obligee by exercising subrogation shall be borne by the obligor.Article 74 If the obligor renounces its due creditor's right or transfers its property gratis, thus damaging the interests of the obligee, the obligee may request the people's court to revoke the obligor's act. If the obligor transfers its property at an obviously unreasonable low price, thus damaging the interests of the obligee, and the transferee knows such situation, the obligee may request the people's court to revoke the obligor's act.The right of revocation shall be exercised within the scope of the creditor's right of the obligee. The necessary expenses caused to the obligee by exercising the right of revocation shall be borne by the obligor.Article 75 The time limit for exercising the right of revocation shall be one year, commencing from the day when the obligee is aware or ought to be aware of the causes of revocation. If the right of revocation has not been exercised within five。
中华人民国合同法Contract Law of the People's Republic of China 总则第一章一般规定第二章合同的订立第三章合同的效力第四章合同的履行第五章合同的变更和转让第六章合同的权利义务终止第七章违约责任第八章其他规定分则第九章买卖合同第十章供用电、水、气、热力合同第十一章赠与合同第十二章借款合同第十三章租赁合同第十四章融资租赁合同第十五章承揽合同第十六章建设工程合同第十七章运输合同第十八章技术合同第十九章保管合同第二十章仓储合同第二十一章委托合同第二十二章行纪合同第二十三章居间合同附则总则General Provisions第一章一般规定Chapter 1 General Provisions第一条【立法目的】为了保护合同当事人的合法权益，维护社会经济秩序，促进社会主义现代化建设，制定本法。
Article 1 This Law is enacted in order to protect the lawful rights and interests of the contracting parties, to maintain social and economic order, and to promote the process of socialistmodernization.第二条【合同定义】本法所称合同是平等主体的自然人、法人、其他组织之间设立、变更、终止民事权利义务关系的协议。
婚姻、收养、监护等有关身份关系的协议，适用其他法律的规定。
Article 2 A contract in this Law refers to an agreement among natural persons, legal persons or other organizations as equal parties for the establishment, modification of a relationship involving the civil rights and obligations of such entities.Agreements concerning personal relationships such as marriage,adoption, guardianship, etc.shall be governed by the provisions in other laws.第三条【平等原则】合同当事人的法律地位平等，一方不得将自己的意志强加给另一方。
合同法合同法全文《中华人民共和国合同法》（以下简称《合同法》）是中华人民共和国第十届全国人民代表大会常务委员会第十次会议于1999年3月15日通过的，自1999年10月1日起施行。
该法共有13章203条，规定了合同的订立、履行、修改、转让、解除、撤销等方面的内容，对合同的缔约自由、平等互惠原则作出了具体的规定。
下面将对《合同法》的内容进行详细解读和分析。
首先，在合同的订立方面，《合同法》规定了合同的基本要素和合同的订立方式。
根据该法的规定，合同的基本要素包括合同的当事人、标的和条款，当事人可以是个人、法人或者其他组织。
合同的订立方式可以是书面形式、口头形式或者其他形式，但法律明确规定必须以书面形式订立的情况除外。
对于需要以书面形式订立的合同，当事人应当确保合同内容的真实、准确和完整。
此外，《合同法》还规定了由公证机关或者当事人约定的方式可以替代书面形式。
其次，在合同的履行方面，《合同法》明确规定了合同的履行义务和履行方式。
合同的履行义务是指当事人按照合同约定的权利和义务进行行动。
履行方式可以是单方履行、相互履行、分期履行或者仲裁履行。
当事人在履行合同时应当遵守诚实信用原则，不能以任何方式妨碍对方履行合同义务。
如果一方未按照合同约定履行义务，对方可以要求其履行、请求支付违约金或者采取其他救济措施。
再次，在合同的修改和转让方面，《合同法》规定了合同的修改和转让条件。
根据该法的规定，当事人可以根据合同的约定或者协商一致修改合同。
合同的转让需要经过当事人的同意，并按照法律的规定办理转让手续。
当合同转让后，原合同的当事人不再对合同的履行承担义务，相应转让方成为新合同的当事人。
此外，在合同的解除和撤销方面，《合同法》规定了合同的解除和撤销条件和程序。
合同的解除是指因为合同违约、不可能履行或者当事人协商一致等原因，终止合同的效力。
合同的撤销是指当事人因为合同的成立存在错误或者当事人之一的意思表示被迫或者迷惑的情况下，可以要求撤销合同。
合同法合同法合同法是指规范合同订立、履行和解除等一系列法律关系的法律规范。
合同作为一种民事法律行为，是市场经济中最基本、最重要的经济行为之一。
合同法旨在维护市场经济的正常运行，保护当事人的合法权益，促进社会经济的健康发展。
合同法第一百五十条规定，作为一种民事法律行为，合同应当具备以下几个基本要素：一是对价。
合同是一种交换行为，双方应当有一定的交换内容，并以此为基础确定各自的权益和义务。
二是合法的标的。
合同的标的物或者标的权益，应当是合法的、可能的和确定的。
三是意思表示的真实性。
合同的当事人应当在自愿、平等的基础上作出明确的意思表示，才能构成真实的合同行为。
四是形式的合法性。
合同形式的合法与否，要根据我国法律规定进行判断。
根据合同法第一百五十一条至第一百五十四条的规定，合同的订立应当符合合同法的规定，否则将被视为无效合同。
例如，合同的目的是非法的，合同的订立存在欺诈、胁迫等行为，合同的形式违反了法律规定等情况下，合同将被视为无效合同。
此外，根据第一百五十五条的规定，当事人可以自愿约定合同的内容和方式，但是应当遵循法律、行政法规等法规，并不得违反社会公共利益。
在合同法第一百五十六条至第一百五十八条中，对合同的变更和解除等情况做了规定。
当合同的一方提出变更合同的要求时，另一方应当根据变更的要求予以考虑。
合同的一方也有权提出解除合同的要求，但是应当遵守约定的解除条件或者依照法律规定的情形进行解除。
合同的履行是合同法的核心内容之一。
根据合同法第一百五十九条至第一百七十三条，当事人应当按照约定的内容和方式履行自己的义务，否则将承担违约责任。
违反合同义务的一方应当承担违约责任，包括履行义务、赔偿损失和支付违约金等。
同时，根据第一百七十四条的规定，当事人还可以请求对方履行合同义务、采取其他补救措施等。
合同法还对合同的效力、合同的权利转让、合同的担保等问题进行了规定，以保障合同的顺利进行和公平公正的实施。
总之，合同法是市场经济中必不可少的法律规范，它规定了合同的基本要素、合同的订立、履行和解除等一系列内容，旨在保护当事人的权益，维护市场经济的正常运行。
Misrepresentation歪曲Issue：Do Bob and Marcy have an action against Dale for misrepresentation?Law:Vitiating factors affect genuine contractual consent. In certain circumstances, the innocent party seek compensation, or the Courts may declare the contract void by lack of genuine consent.Misrepresentation is a vitiating factor.There are four elements for misrepresentation:1. A false representation made by one party to another; 代表作出虚假陈述2. With regard to some existing fact or past event;关于现有或过去的，不能是未来3. Before or at the time the contract is made; and 签订合同前或者签订合同时4. Intended to induce, and does induce, the other party to enter into thecontract意图诱导另一方签订合同There are 3 kinds of misrepresentation. 选择是以下哪种虚假陈述1. Fraudulent misrepresentation 欺骗性The representor knows or believes that the statement is untrue and presents it to be true or accurate with the aim of making the other party enter into the contract4elements:1. A false statement of fact made by one party to the other; 虚假陈述2. The statement is made knowingly, with a lack of belief in its truth orrecklessly; 明知故犯。
而Negligent：觉得是对的，结果是错的。
故意做出的，缺乏真实性或3. The statement induces the other party to enter into the contract; and 诱导进入合同4. The statement results in damage to the innocent partySee：Derry v Peek对无辜一方造成损害The innocent party may rescind the contract and sue for damages2. Negligent misrepresentation过失误述，无意的The representor makes an honest but incorrect statement negligently and carelessly.The elements of negligent misrepresentation are:1.A relationship/special position exists between parties such that the person providing the information or advice must exercise a duty of care;2.Subject matter is of a serious or business nature严肃性或商业性质;3.Person providing the advice realizes that the recipient intends to act upon that advice or information;提供建议的知道接受者会根据这个建议行动4.It was reasonable for recipient to rely on the advice or information;接受方会合理依赖这个信息and5.Damage was suffered by the recipient, usually monetary.The innocent party may rescind the contract and/or sue for damages to restore their position.3. Innocent misrepresentation善意误述The elements of innocent misrepresentation are:•the representor does not intend to deceive anyone;•the misrepresentation is made unintentionally:See: Oscar Chess v Williams[1957]•Oscar Chess v Williams concerned defendants who had sold a Morris car to the plaintiffs, who were motor traders. The defendants gave theplaintiffs paperwork indicating the car was first registered in 1948.However, the plaintiffs realised eight months later that the car hadactually been registered in 1939, and was therefore worth less. It washeld that the statement was merely an innocent misrepresentation. Thedefendants did not have any personal knowledge of the model yearand was relying solely on the registration book; the defendant had noassumed knowledge in the area.Parties affected by innocent misrepresentation may rescind the contract, but cannot sue for damages.The following remedies for misrepresentation exist:•Rescission废除: This allows the innocent party to terminate the contract. Rescission is an equitable remedy.•Damages: These are available for fraudulent misrepresentation and for negligent misrepresentation.Remember: Damages are not available at common law for innocent misrepresentation.MistakeA mistake occurs when one or more of the parties to a contract misunderstand each other about a fact.Some things to consider:•Mistake prior to or at the time of the contract;•Mistake is fundamental (not minor/unimportant);•Must be a mistake, not a misrepresentation;• 3 types of mistake: Common, Mutual, Unilateral.三种里选择1. Common mistake: shared mistake – Ie.) both parties make the samemistake as to a fundamental fact/aspect of the contract. 双方在合同基本事实犯了同样错误See: Leaf v International Galleries (1950).2. Mutual mistake: both parties think they have an agreement but bothparties misunderstand each other and make different mistakes as to afundamental fact.双方误解对方，在同一个基本事实上犯了不同错误3. Unilateral mistake: one party makes a mistake as to the terms or effect ofthe contract or to the identity of the other party. The mistake relates to a fundamental aspect of the contract. The other party knows/ought to beaware of the mistake made by the innocent party.单方面在基本方面犯错，另一方知道无辜一方所犯的错误See: Taylor v Johnson (1983).DuressPressure exerted by one party tocoerce or compel another tocontract on particular termsElements of Duress:1.One party expressly or impliedly threatens the other party with harm;2.The threat of harm contributed to the other party’s decision of whetheror not to enter into the contract.Types of Duress三种选择1.Physical, mental psychological duress to a person/relative or to theirloved ones (duress to person). See: Barton v Armstrong (1973).2.Duress to the safety of the other party’s goods. See: Hawker Pacific vHelicopter (1991)3.Economic duress – duress to the other party’s economic and financialwell-being. See: North Ocean Shipping v Hyundai (1979)Undue InfluenceUndue influence occurs where a party to a contract has a degree of influence and power and dominates the will of another person.A contract is voidable at the election of a weaker party:由较弱一方选择无效1. When a stronger party, in a position of influence;2. Improperly uses its power on the weaker party;3. In order to induce the weaker party;4. To act for their benefit.As a result, there is a lack of genuine free and voluntary consent to the agreement.缺乏对协定的真正自由和自愿同意Presumption of Undue InfluenceThe “pure voluntary and well-understood act” of the person relying upon the confidence and that they did not exert their influence over the weaker party in making the contract.Recognised relationships of influence – relationships where there is an automatic presumption that undue influence may occur:可能发生不正当影响的关系Parent and child;Guardian and wardTrustee and beneficiaryDoctor and patient;Solicitor and client;Religious adviser and disciple.See: Allcard v Skinner (1887)Other relationships – If there is no previously recognized special relationship between the parties, it is necessary for the party alleging undue influence to demonstrate that:1. The other party exercised a dominance / controlling influenceover them such that;2. They did not freely and voluntarily enter into the contract. Spouse and spouse;Principal and agent;Bank and client;Accountant and client;Employer and employee;Carer and patient.See: Johnson v Buttress (1936)Unconscionable ConductUnconscionable conduct is conduct that is unfair, unjust and against good conscience.3 Elements for unconscionable ConductThe inequality of bargaining power.See: Commercial Bank of Australia v Amadio.1. The weaker party must have been under a specialdisability/weakness/disadvantage vis-a-vis the stronger party so that there was no real equality between them;2. The stronger party knows or should have known about that specialdisability/weakness/disadvantage;3. The stronger party takes unfair advantage of that special weakness: it was“unconscientious” or unfair for the stronger party to procure agreement in the circumstances in which it was procured.Remedies – Rescission撤销An order of the court declaring a contract to be terminated or unenforceable in the event.The court will as far as possible seek to restore the parties to their original positions.1. Damages损害赔偿2. Equitable Remedies若能证明损害赔偿不令人满意，法院可以提供衡平法救such as specific performance or injunction.3. Statutory Remedies 若违反的是ACL或货物销售法在合同中的默示条款之一，则法律提供一系列额外补救措施。
