On The Complementary Interpretation Of Contracts Under The Concept Of Autonomy In Private Law

In market transactions,affected by the cognitive ability of the parties or the external environment,there are always more or less omissions in the contracts concluded by the parties.If the omission is the content that the contract should have but does not have,it constitutes a legal contract loophole.When such a loophole affects the realization of the purpose of the contract and the parties cannot resolve it,the judge will intervene to facilitate the smooth performance of the contract.The civil law system empowers judges to fill contract loopholes through supplementary interpretation,arbitrary norms,and the principle of good faith.Considering that the judge is not a party to the contract,the judge needs to consider value factors such as freedom of contract,fairness and justice,and economic needs such as transaction efficiency when filling the loopholes in the contract.The logical starting point for filling contract loopholes is to explore the agreement of the parties.In some cases,there is also a presumption of violating the agreement of the parties in order to achieve fairness and justice.The identification of contract loopholes,the application of supplementary interpretations,or the filling of loopholes by arbitrary norms should be based on the presumed consent of the parties.In special cases,even if the judge needs to make a presumption against the agreement,the right to fill loopholes should be restricted.This means that when applying the rules of supplementary contract interpretation,the loopholes in the contract should be identified first,so as to ensure that the judge continues to create contract semantics instead of traditional clarification and interpretation.Secondly,when filling the loopholes,the judge’s power of interpretation must be limited.In principle,the interpretation should be strictly in accordance with the agreement of the parties.In exceptional cases,the judge is allowed to correct the agreement that violates the principle of good faith.Articles 510 and 511 of the "Civil Code of the People’s Republic of China"(hereinafter referred to as the "Civil Code")stipulate two specific paths to fill contract loopholes:supplementary contract interpretation and arbitrary regulation.The supplementary interpretation of the contract can be further subdivided into interpretation according to the relevant terms of the contract or according to the transaction custom,and the arbitrary norm provides a clear solution to common contract disputes.According to the expression order of the legal articles,the supplementary interpretation of the contract should be applied prior to the arbitrary norms.This kind of legislative idea follows the principle of filling in the loopholes that the parties agree first,and takes into account both the freedom of contract and the efficiency of transactions.Exceptionally,when the transaction between the parties is unfair,Article 7 of the "Civil Code" on the principle of good faith provides support for the judge to make a reasonable presumption.It can be seen that when applying specific norms to fill contract loopholes,it is necessary to consider core factors such as freedom,efficiency,and fairness,and take into account principles and exceptions to ensure that the judge’s filling of loopholes is flawless in terms of logical application,economic efficiency,and value judgment.However,injudicial practice,judges did not strictly follow legislative logic when filling contract loopholes.Courts at all levels have differentiated understandings in the identification of contract loopholes,the sequence of applicable loophole filling rules,and the application of specific methods of supplementary interpretation.First,when judges apply supplementary interpretation rules,they lack a unified standard for defining contract-related clauses or transaction customs,which leads to the judge’s interpretation being too loose or too tight,and the inferred agreement of the parties is not semantically coherent.Second,judges do not follow the logic of the law,and give priority to supplementing arbitrary norms,ignoring the particularity of parties’agreement in certain transaction situations.The frequent occurrence of the abovementioned problems reflects that the legislative design of the supplementary interpretation rules of the contract is not perfect.Due to the uncertainty of the connotation and extension of various supplementary interpretation methods,when applying supplementary interpretation methods,it is necessary to explain each interpretation method first.,increasing the risk and difficulty of the judge’s reasoning and argumentation.Therefore,under the framework of the rules for filling contract loopholes stipulated in the Civil Code,according to the presumed agreement of the parties,and in consideration of factors such as freedom of contract,transaction efficiency,fairness and justice,etc.,this paper believes that the specific method and application sequence of supplementary interpretation of the contract should be discussed.How to promote the effective application of supplementary interpretation in judicial practice.First,explore the connotation and extension of the relevant terms of the contract and trading habits,and clarify the application boundaries of the above-mentioned interpretation methods and the principle of good faith;second,clarify the specific scenarios in which supplementary contract interpretations precede arbitrary norms,and promote the orderly application of various contract loophole filling methods.The purpose of this paper is to standardize and refine the specific methods of contract supplementary interpretation,and then promote the general application of contract supplementary interpretation,in order to promote the successful realization of the purpose of the contract and the orderly conduct of market transactions.