Study On The Interpretation Rules Of Commercial Contracts

The legislative style of China’s civil and commercial cooperation leads to the lack of understanding of the relationship between civil and commercial affairs for a long time.We simply regard the commercial law as the special law of the civil law and apply a contract law of the People’s Republic of China(hereinafter referred to as "contract law")to standardize the two types of contract relations,not only to the judicial person to apply the contract law.The dispute is perplexed,and it gives the judiciary greater discretion in dealing with the related cases,and it is unavoidable that there will be an embarrassing situation in which a similar case has a different referee’s result.With the rapid development of the economy,the new types of transactions in the market are emerging and the form of transaction is complex and changeable.It is obvious that the effect of dealing with a dispute can not be achieved by dealing with the special business relationship with the general civil thinking.The development of the market and the promotion of the national policy require us to clarify the connotation of the commercial contract and the general civil contract.Generally,the civil contract is a civil rights and obligation relationship between the civil subjects,and the main body of the commercial contract,which is highlighted in the norms of the civil law,is quite different from the civil contract subject.That is,commercial contract is a commercial right and obligation relationship formed by at least one party as the business subject.In recent years,judicial practice has begun to discriminate between civil and commercial relations,and more attention has been paid to the difference between the commercial subject and the civil subject in the process of trading.At the same time,it pays attention to the difference between commercial behavior and civil behavior and commercial habits or practices in the use of commercial contracts.Under the basic civil law theory,in order to follow the principle of fairness,the liquidated damages must be controlled within a certain scope under the basic civil law theory.The court or the arbitration institution will intervene when the contract subject has agreed to exceed the scope of the breach.In the case of commercial contract,it is necessary to discuss whether the contractual penalty can be adjusted or not.It can be said that the academic circles also begin to reflect on the dilemma of the application of a contract law for civil and commercial contracts,and in a sense guarantee the position of the commercial contract in the contract relationship.However,this is far from enough.If it can not be compiled by the civil code,the commercial code or the general rule of business should be formulated alone,at least to respond to the business subject’s demand for the market transaction,and to ensure the safety and efficiency of the trader’s conduct in the transaction.It is necessary to make the legislator and the judiciary clear the difference between the commercial contract and the civil contract and the essential factors of the difference.By searching the relevant literature,it is recognized that there are several aspects in the nature of business contract and civil contract: different ways of obtaining identity,different degree of autonomy,different market access restrictions,different degree of attention obligation and different behavior purposes,which are divided into six major categories by the differences of the two types of contracts.Part one,the first part introduces the essential difference between the commercial contract and the civil contract in five aspects.The second part expounds how to use the autonomy of the main body of meaning to explain the business contract.In general,under the circumstances of no violation of the mandatory provisions of the law and the administrative regulations,the meaning of the main body of the heavy merchant should be respected.The third part deals with the explanation of commercial contract based on profit-making,and thinks that the commercial subject has the profit-making characteristics.It is necessary to consider the purpose of the commercial subject to pursue the capital appreciation when dealing with commercial cases.The fourth part introduces the application of the commercial behavior appearance in the commercial contract interpretation,and thinks that the appearance is main.The use of justice in the commercial contract is more extensive and more affirmative of the effectiveness of the commercial contract.The fifth part expounds the use of business customs or conventions to explain the commercial contract,which holds that business customs or practices are beneficial to standardizing commercial contract behavior and having commercial law loopholes supplementing functions,and there is no clear legal dependence.According to the time,we can use the customary practice formed in the business transaction to explain the business contract;the sixth part is the conclusion,summarizes the article and points out the shortcomings of the existence.