The Legal Application Of Appointment Contract Rules In The Civil Code

A contract of appointment is an agreement between two parties to enter into a contract for a certain period of time in the future and has the independent value of increasing credit,expanding the market for transactions and promoting freedom of negotiation.Article 495 of the Civil Code points out the general principles of the contract of appointment,but this article is only a general description of the contract of appointment.The definition of the contract of appointment,the validity of the contract of appointment and the liability for breach of contract in the event of a breach of appointment are not yet clear.First of all,it is appropriate to adopt a comprehensive standard for the determination of the contract of appointment,with the parties’ intention to contract,i.e.subjective true intention,as the main criterion,and the degree of certainty of the content of the appointment as a factor to be considered,using a combination of subjective and objective way to make a comprehensive judgment.The facts of the case are analysed on a case-by-case basis,and the true intention of the parties in entering into the contract is comprehensively explored through the facts of the case,so as to understand the nature of the contract concluded between the parties.Secondly,to determine the validity of a contract of appointment,the following situations should be distinguished: on the one hand,an appointment containing parties,subject matter and quantity only meets the basic requirements for the establishment of a contract,and it is appropriate to adopt the "good faith negotiation theory" for its validity;on the other hand,if the contract of appointment already has parties,subject matter,quantity,and according to the type of contract and If,on the other hand,the contract of appointment has the parties,the subject matter,the quantity and,depending on the type of contract and the agreement of the parties,the terms and conditions that are required,the content of which encompasses the main elements of the target contract,it shows that the obligor is willing to be more restricted,but does not yet want to be restricted by the target contract,and it is appropriate to apply the "shall contract" doctrine.Finally,as far as the liability for breach of a contract of appointment is concerned,the following distinction should be made according to the validity of the contract itself: on the one hand,in the case of a contract of appointment with a negotiating effect,the party in breach has to fulfil its obligation to negotiate in good faith;on the other hand,in the case of a contract of appointment with a contractual effect,the right party may require the other party to continue to conclude a formal contract.In general,the scope of damages for a contract of appointment must not be overly formal and must be determined by reference to the state of the contract of appointment throughout the entire transaction,from its formation to the performance of the target contract,in conjunction with the completion of the entire transaction.The liability of the breaching party for damages for breach of a contract of engagement with negotiated effect.This includes loss of reliance as well as loss of opportunity;for breach of a contract with contractual effect,the liability of the breaching party shall be limited to the lower limit of reliance and the upper limit of performance,but shall not be equal to the performance interest.