| After the Interpretation(I)of the Supreme People’s Court on Several Issues Concerning the Application of the Contract Law of the People’s Republic of China put forward the concept of "non-entry into force",it has aroused scholars’ research and analysis of non-effective contracts.Discussions on issues relating to non-effective contracts remain inconclusive.In cases involving non-effective contracts,there is also a phenomenon of different judgments in the same case.The provisions on non-effective contracts in the Civil Code and judicial interpretations are mostly reflected in the interpretation of contract dispute cases that must be submitted for approval,and there is no systematic legal regulation for non-effective contracts.At present,the discussion of non-effective contracts in academic circles mostly takes contracts that have not fulfilled the obligation to submit for approval as an example.According to the relevant provisions of China’s Civil Code,non-effective contracts include not only contracts that fail to perform the obligation to submit for approval,but also contracts that have not fulfilled the effective conditions and the effective period has not expired.Based on the above reasons,this paper takes four cases of rescission disputes over contracts with effective conditions that take a party’s certain conduct as a condition for validity,and analyzes the validity of uneffective contracts,the nature of liability for acts not stipulated in the effective conditions and the rescission issues summarized from the cases,and concludes:First,a contract that has not entered into force is a valid contract,which is formally binding but not substantively binding,and requires the parties not to arbitrarily modify or rescind the contract.When the effective conditions are not fulfilled,the performance of the main obligations of the parties in the contract shall not cause the change of the effective conditions.Second,this article divides the agreed acts in the conditions for entry into two situations for discussion,one is that according to the contract,one party does not have the obligation to act for a certain act,so when a party does not commit such an act,it does not constitute a breach of contract and is not liable,and the contract determines that it does not have a substantive effect.The other is that according to the contract,a party has the obligation to act for a certain act,so when a party does not constitute a breach of contract for the act,it should bear the liability for breach of contract,and its damages are limited to direct losses and loss of trading opportunities,excluding the performance of interests.Third,if the contract stipulates that a certain act of one party is a condition for its validity,the contract may be rescinded if it is not effective.If the contract is not effective,it may be terminated by agreement or unilaterally terminated by agreement.Whether a contract that has not entered into force can be legally and unilaterally rescinded should depend on the circumstances.If a party does not have an obligation to act as an agreed act in the conditions for validity,it is not an agreed act in the conditions for entry into force,and the contract that is not confirmed in force does not have substantive effect,and statutory unilateral rescission does not apply.If a party has an obligation to act as an agreed act in the conditions for entry into force,it does not constitute a breach of contract if it is not an agreed act in the conditions for entry into force,and the consequences are similar to that the purpose of the contract cannot be achieved,and statutory unilateral rescission applies.In view of the relevant issues involving non-effective contracts,it is suggested to clarify in legislation the validity of non-effective contracts,the legal consequences of a party’s failure to agree on the acts stipulated in the conditions for validity,the application of statutory unilateral rescission,and the scope of damages after the noneffective contract is in a final state. |
