中国合同法英文

Click to edit Master title style,Click to edit Master text styles,Second level,Third level,Fourth level,Fifth level,11/7/2009,#,Click to edit Master title style,Click to edit Master text styles,Second level,Third level,Fourth level,Fifth level,AMERICAN CERTIFICATION INSTITUTE,2004,1,LeRoy H.Graw,EdD,D,BA,CISCM,Chinas Contract Law,第一页，共二十二页。,Knowledge/Skill/Ability,Be able to write a contract prepared under Chinas Contract Law when required.,第二页，共二十二页。,Introduction,Contract Law of the Peoples Republic of China(PRC)was promulgated on National Day,October 1st,1999,It replaced a host of existing laws,including:,Economic Contract Law of the PRC(ECL),Law of the PRC on Economic Contracts involving Foreign Interests(FECL),Law of the PRC on Technology Contracts,Contains 23 Chapter and 428 Articles,第三页，共二十二页。,Background,The new PRC Contract Law mirrors provisions of the U.N.Convention on the International Sale of Goods(CISG),some ideas of the Uniform Commercial Code,and some modern trends in Western law.,It also removes punitive provisions of prior law,provides for remedies for breach,contemplates specific performance,and frowns on penalty clauses not related to actual losses.,第四页，共二十二页。,Definition of a Contract,Article 2 of the new Contract Law provides that a contract in this Law refers to an agreement establishing,modifying and terminating the civil rights and obligations between subjects of equal footing.,A contract is an agreement between the subjects,no matter they are natural persons,legal persons or other organizations.,A contract is an agreement of civil relationship being concluded and signed by and between specific civil subjects,that is,by and between two or more natural persons,by and between natural person(s)and legal person(s)or other organization(s),by and between legal persons,by and between legal person(s)and other organization(s).,第五页，共二十二页。,第六页，共二十二页。,Scope of the New Law,Excluded:,Contracts involving personal status relationship,such as on matrimony,adoption,guardianship,etc.,under the provisions of other laws.,Contracts for guarantee or for insurance.,Other contracts not covered in the“Specific Provisions.,All contracts must follow the“General Provisions of the new contract law,even though there are separate laws covering these contract types.,第七页，共二十二页。,Scope of the New Law,Included:,Other than those excluded,domestic contracts and foreign contracts which involve foreign interests.,15 specifically-listed kinds of contracts found in the Specific Provisions.These include:,contracts for sales,contracts for supply and use of electricity,water,gas or heating,contracts for donation,contracts for loans,contracts for lease,contracts for financial lease,contracts for work,contracts for construction projects,contracts for transportation,contracts for technology,contracts for storage,contracts for warehousing,contracts for commission,contracts for brokerage,contracts for intermediation.,第八页，共二十二页。,What is Included?,Article 12 The content of a contract is determined by the parties and generally includes the following clauses:,(1)designations or names and addresses of the parties;,(2)the targeted matter;,(3)quantity,(4)quality;,(5)price or remuneration;,(6)time,place and mode of fulfillment;,(7)liability for breach of contract;and,(8)dispute settlement.,第九页，共二十二页。,Specific Points,Oral contracts allowed,.,Binding contracts may be written or oral,unless limited by agreement or law.,Similar to the CISG.,Unlike the UCC,which limits oral contracts to$5,000.,第十页，共二十二页。,SpecificPoints,Recognitionofmoderntransactionmodes,.,Electronicallytransmittedcommunications(telegram,telex,facsimile,electronicdatainterchangeande-mail)constitute writings forpurposesofcontractlaw.,第十一,页,页，共,二,二十二,页,页。,SpecificPoints,Good faith in negotiating andperforming,.,A party who,inthe negotiating process,deliberatelyconcealsimportantfactsorpretendstoconcludeacontractmaybeliable forcausing losstothe other party.,Goodfaithis required intheperformance ofcontractual rights and duties.,第十二页，,共,共二十二页,。,。,Specific Points,Grounds for revocation/modification,.,Whereserious misunderstandingliesat the base ofthecontract,or where the contract ismanifestlyunfair atthetimeit was made,apartymayseekmodification orrevocation.,第十三页，,共,共二十二页,。,。,Specific Points,Business secrets protected,.,A party who learns abusinesssecret ofthe otherin the contracting process risks damagesfordisclosingor unfairly using the information.,第十四页，,共,共二十二页,。,。,Specific Points,Adhesion and Standard Form Contracts,.,Akinto consumer protection measures inU.S.law,the new law invalidates clauses that purportto immunize a partyfrom,inter alia,causingpersonalinjury orproperty damageto the other.,第十五页，,共,共二十二页,。,。,Specific Points,Rulesof Interpretation,.,In case ofdisputes,standardized contracts will be interpreted according to generalunderstanding,and ambiguitiesshall beresolved in favor ofthenon-drafting party.,Whereinternationalcontractsspecify,for example,that both theChinese and Eng