On Linked Contracts

The concept of linked contracts has been mentioned in the academic works of civil law scholars such as Shi Shangkuan,Wang Zejian,etc.But the relevant discussion is quite simple,and even there are only a few words to define the terms.In the early days,linked contracts was considered as a kind of contract phenomenon juxtaposed with Pure Nameless Contract and Mixed Contract,but the relevant discussion on it was obviously inferior to the other two.In foreign countries,after the reform of the German Law Of Obligation in 2002,the German Civil Code introduced the content of consumer lending into the Civil Code,adding articles 358 and 359 as the positive law provisions of linked contracts.In 2012,China issued the Judicial Interpretation of Commercial Housing Sales Contracts(revised in 2021),in which Articles 19 and 20 initially showed the clue of linked contracts.In recent years,some scholars’ papers are paying more attention to the problem of linked contracts,but scholars are still deep in discussing the co-existence between the commercial housing guaranteed loan contract and the commercial housing sales contract in the case of mortgage loan.The problem of linked contracts is a matter.It is not only an interpretive problem,but also a legislative problem.In addition,at the level of interpretive theory,it is not only related to the doctrinal interpretation of positive law,but also related to the succession and development of the classical theoretical issues of civil law such as the theory of conditions and causes.The issue of Linked Contracts is not only a new issue in civil law,but also a classic issue.This paper attempts to explore the issue of linked contracts from three aspects: the definition of linked contracts,the theoretical interpretation path of the validity relevance of linked contracts,and the proof of the general legal consequences of linked contracts.The main content of this paper is divided into three parts,and the arrangement of the three parts follows certain argumentation logic.The first part is the definition of linked contracts.Shi Shangkuan and Wang Zejian have already discussed the concept of linked contracts in their works.Mr.Shi focuses on relative independence and Professor Wang focuses on dependency.The focus of their discussion is different.The author believes that Mr.Shi’s view more objectively reflects the state of mutual dependence and independence of linked contracts,and it is also an accurate summary of a kind of contract phenomenon with special value for discussion.The example of linked contracts embodies the extension of the concept of linked contracts.Contract co-existence not only occurs in the case of mortgage loan,but also includes the co-existence of two sales contracts,however,it does not include the property right hotel transaction and non-performing asset disposal transaction.The overall elements of linked contracts include: there must be at least two or more contracts,the two contracts of linked contracts have relevance,and the legal consequences of each contract in linked contracts affect each other.In addition,there are differences between the concepts of linked contracts and master-slave contract,hybrid contract,derivative contract,and yin-yang contract.The second part is the theoretical explanation path of the validity relevance of linked contracts.The validity relevance of linked contracts has the characteristics of type and process-"type" reflects that there are two types of validity relevance,namely "validity relevance formed according to the will of the parties" and "validity relevance formed not according to the will of the parties";"Processization" is reflected in two stages.First,in the formation stage of linked contracts,each linked contracts takes the effectiveness of other contracts as the condition for its own effectiveness.When each contract takes effect,it forms linked contracts and produces effective correlation.Second,after the formation of linked contracts,each contract changes from "mutual effectiveness condition" to "cause interaction",At this time,as long as the parties can clearly prove that there is a negotiation process of "mutual effectiveness conditions",and prove that the "purpose of the remaining contract cannot be realized" due to the invalidation of some contracts,the rules of legal consequences of linked contracts can be applied.The third part is the proof of the general legal consequences of linked contracts.In the case of the formation and effectiveness of the contract,the formation of the contract is only related to the consistency of the contents expressed between the parties,and has nothing to do with other factors;At the effective stage of the contract,each linked contracts takes the effectiveness of other contracts as its own effective condition.When each contract comes into effect,it has an effective relationship and constitutes a linked contracts.In the case of contract invalidity,when part of the contract is invalid,the remaining contract does not necessarily lead to the invalidity of the remaining contract.In the case of contract cancellation,partial contract cancellation does not necessarily lead to the invalidity of the remaining contracts.In the case of contract termination,the remaining parties to the contract shall be granted the right to terminate,whether statutory or agreed.