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1、精选合同法若干问题解释英文版Interpretations of Certain Issues Concerning the Application of The Contract LawThe Supreme Peoples Courts Interpretations of Certain Issues Concerning the Application of The Contract Law of the Peoples Republic of China（ Part One ）Judicial Interpretations（ 1999） No. 19Adopted at the 1
2、090th Session of the Adjudication Committee of the Supreme Peoples Court on December 1, 1999The Supreme Peoples Courts Interpretations of Certain Issues Concerningthe Application of The Contract Law of the Peoples Republic of China （ Part One ）, which shall become operative as from December 29, 1999
3、, were adopted at the1090th Session of the Adjudication Committee of the Supreme Peoples Court on December 1, 1999 and are hereby promulgated.Pursuant to The Contract Law of the Peoples Republic of China（ hereinafterthe Contract Law） , and with a view to facilitating the proper adjudication ofcontra
4、ctualdisputes,weherebypromulgatethefollowinginterpretationsofcertain issues concerning the application of the Contract Law by Peoples Courts:I. Scopeof ApplicationoftheLawClause1Wherea suitis broughttoaPeoples Court in respect of a dispute arising out of a contract formed after theoperative date of
5、the Contract Law, the provisions of the Contract Law shall apply;where a suit is brought to a Peoples Court in respect of a dispute concerning acontract formed before the operative date of the Contract Law, except otherwiseprovided herein, the provisions of the law in effect at the time shall apply,
6、 providedthat if the law in effect at the time did not provide for such matter, the relevantprovision of the Contract Law may apply.Clause2Wherea contractwasformedbeforetheoperativedateoftheContract Law, but the prescribed time limit for performance extends beyond, or commences after, the operative
7、date of the Contract Law, if a dispute arises out of its performance, the relevant provisions of Chapter Four of the Contract Law shall apply.Clause 3 In determining the validity of a contract formed before the operative date of the Contract Law, if application of the law in effect at the time leads
8、 to its invalidation, but application of the Contract Law leads to affirmation of its validity, the Peoples Court shall apply the Contract Law.可编辑精选Clause 4 After the Contract Law became operative, a Peoples Court may only invalidate a contract in accordance with laws adopted by the National Peoples
9、 Congress or its Standing Committee, or administrative regulations adopted by theState Council, and may not invalidate a contract in accordance with any local statutes or administrative rules.Clause5 Wherea PeoplesCourtre-adjudicatesacaseonwhicha finaljudgment has been rendered, the Contract Law doe
10、s not apply.II. Time Limit for Action Clause 6 In a dispute arising out of a technology contract, where infringement of the right of a party occurred before the operativedate of the Contract Law, if there was a lapse of more than one year between the date on which the party knew or should have known
11、 that its right was infringedandtheoperativedateoftheContractLaw, the PeoplesCourtwillnolongerenforce such right; where the lapse was less than one year, the time limit duringwhich the party may bring a suit shall be two years.Clause7 Inadisputearisingoutofatechnologyimport/exportcontract,where infr
12、ingement of the right of a party occurred before the operative date of theContract Law, if there was a lapse of more than two years between the date onwhich the party knew or should have known that its right was infringed and theoperative date of the Contract Law, the Peoples Court will no longer en
13、force suchright; where the lapse was less than two years, the time limit during which theparty may bring a suit shall be four years.Clause8 Thetimeperiodofoneyearsetoutin Article 55,andthetimeperiod of five years set out in Article 75 and Paragraph 2 of Article 104 of theContract Law are fixed, and
14、are not subject to the rules governing the suspension,termination or extension of time limit for action.III. Validity of Contracts Clause 9 Where as set forth in Paragraph 2 of Article44of the Contract Law, therelevantlawor administrationregulationprovidesthat the effectiveness of a certain contract
15、 is subject to completion of the relevantapproval procedure, or the relevant approval and registration procedures, if beforecompletion of court debate by the parties in the trial of first instance, the partiesstill fail to carry out the relevant approval procedure, or approval and registrationproced
16、ures, as the case may be, the Peoples Court shall rule that the contract hasnot yet taken effect; if the relevant law or administration regulation requires that acertaincontractbe registeredwithoutsubjectingitseffectivenesstosuchregistration, then failure to effect registration shall not impair the
17、effectiveness ofthecontract,providedthatsuch failureconstitutesan impedimenttotheconveyanceof titleto,orsuchotherrealrightin,thesubjectmatterofthecontract.可编辑精选Inthecaseof amendment,assignmentor terminationof a contractas setforth in Paragraph 2 of Article 77, Article 87, and Paragraph 2 of Article
18、96 of theContract Law, the provisions of the previous Paragraph apply.Clause10Wherethepartiesenteredintoa contractthesubjectmatterofwhich was outside their scope of business, the Peoples Court shall not invalidatethecontractonsuchground,exceptwhereconclusionof thecontractwasinviolation of state rest
19、riction concerning, or licensing requirement for, a particularbusiness sector, or in violation of any law or administrative regulation prohibitingthe parties from participation in a particular business sector.IV. Subrogation Clause 11 Where an obligee is to bring a suit of subrogation pursuant to Ar
20、ticle 73 of the Contract Law, the following conditions shall be met:（ 1 ） The obligees creditors right against the obligor is lawful;（ 2 ） The obligors delay in exercising the creditors right due to it has caused harm to the obligee;（ 3 ） The creditors right of the obligor is due;（ 4 ） The creditors
21、 right of the obligor is not exclusively personal to it.Clause12AsreferredtoinParagraph1of Article73,a creditorsrightexclusivelypersonaltotheobligormeansa claimforalimony,childsupport,parental support or succession, or, a claim for wage, retirement pension, old agepension,deathbenefits,relocationall
22、owanceorlifeinsurance,or,a personalinjury claim.Clause 13 The clause Where the obligor delayed in exercising its creditors right against a third person that was due, thereby harming the obligee in Article 73 of the Contract Law refers to the following circumstance: The obligor fails torender perform
23、ance which is due to the obligee, and further, it has failed to enforce a creditors right which is due to it and which involves the payment ofmoney against an obligor either through a suit in court or through arbitration, thereby frustrating the obligees realization of the creditors right due to it.
24、Where the secondary obligor（ i.e. the obligor of the original obligor） deniesthattheobligorhasdelayedinexercisingitscreditorsrightduetoit,thesecondary obligor bears the burden of proof.Clause 14 Where an obligee brings a suit of subrogation pursuant to Article 73 of the Contract Law, jurisdiction sh
25、all vest in the Peoples Court in the place where the defendant is domiciled.可编辑精选Clause 15 Where after bringing a suit against an obligor to a Peoples Court, an obligee brings a suit of subrogation against a secondary obligor to the same court, if such suit complies with the provisions of Article 13
26、 hereof as well as the conditions for bringing a suit set forth in Article 108 of the Civil Procedural Law of the Peoples Republic of China, the court shall accept such suit; where such suit does not comply with Article 13 hereof, the court shall direct the obligee to bring a separate suit to the Pe
27、oples Court in the place where the secondary obligor is domiciled.Before judgment on the suit brought by the obligee against the obligor takes legal effect, the Peoples Court adjudicating the suit of subrogation against thesecondary obligor shall stay such suit in accordance with Item （ 5 ） of Artic
28、le 136 of the Civil Procedural Law of the Peoples Republic of China.Clause16Whereina suitof subrogationbroughttoa PeoplesCourt,anobligee names only the secondary obligor as the defendant without also naming the original obligor as an interested third person, the Peoples Court may add the original ob
29、ligor as an interested third person.Where in suits of subrogation brought separately by two or more obligees, thesame secondary obligor is named as the defendant, the Peoples Court may combine the suits for adjudication.Clause 17 In a suit of subrogation, if the obligee petitions the Peoples Courtfo
30、r preservative measure against the assets of the secondary obligor, it shall provide appropriate financial assurance.Clause 18 In a suit of subrogation, the secondary obligor may, in respect of the obligee, avail itself of any defense it has against the original obligor.Ina suitofsubrogation,whereth
31、eobligorraisesa defenseagainsttheobligees claim, if the Peoples Court affirms the defense, it shall dismiss the suit brought by the obligee.Clause 19 In a suit of subrogation, if the obligee prevails, the court fee shall be borne by the secondary obligor, and shall be paid in priority out of the pro
32、ceeds from the enforced creditors right.Clause 20 Where an obligee brings a suit of subrogation against a secondaryobligor, and the Peoples Court affirms the subrogation, the secondary obligor shall perform the payment obligation, whereupon the respective obligee-obligorrelationships between the obl
33、igee and the obligor, and between the obligor and the secondary obligor, are discharged accordingly.可编辑精选Clause 21 In a suit of subrogation, where the amount in subrogation claimed by the obligee exceeds the amount owed by the obligor or the amount owed to the obligor by the secondary obligor, the P
34、eoples Court shall not enforce the claim to the extent the claimed amount exceeds the actual amount.Clause 22 In a suit of subrogation, if the obligor also brings a claim against the secondary obligor for the difference between the amount owed to it and the amount in subrogation claimed by the oblig
35、ee, the Peoples Court shall direct the obligor to bring a separate suit to the Peoples Court with the proper jurisdiction.Wheresuchsuitbroughtseparatelybytheobligormeetsthelegallyprescribedconditions,thePeoplesCourtshallacceptsuchsuit;thePeoplesCourt accepting the suit brought by the obligor shall s
36、tay such suit in accordancewiththelawpendingthelegaleffectivenessofthejudgmentonthesuitofsubrogation.V. Cancellation Right Clause 23 Where an obligee brings a suit to enforce its cancellation right pursuant to Article 74 of the Contract Law, jurisdiction shall vest in the Peoples Court in the place
37、where the defendant is domiciled.Clause 24 If in a suit to enforce its cancellation right pursuant to Article 74 ofthe Contract Law, the obligee only names the obligor as the defendant withoutalso namingthe beneficiaryortheassignee asaninterestedthirdperson,thePeoplesCourtmayaddsuchbeneficiaryor ass
38、igneeasaninterestedthirdperson.Clause25Where anobligeebringsa suittoenforceitscancellationrightpursuant to Article 74 of the Contract Law and petitions the Peoples Court forcancellation of the obligors act of waiving its creditors right or transferring itsproperty, the Peoples Court shall adjudicate
39、 the case to the extent of the amountclaimed by the obligee, and if the obligors act is canceled in accordance with thelaw, such act is invalid ab initio.Where suits on the same subject matter are filed separately by two or moreobligeestoenforcetheirrespectivecancellationrights,andthe sameobligor is
40、namedasthedefendant,thePeoplesCourtmaycombinethesuitsforadjudication.Clause26Thenecessaryexpenses incurredby theobligeeinenforcingitscancellation right, such as attorneys fee and travel expenses, shall be borne bythe obligor; where the interested third person was also at fault, it shall share such e
41、xpenses as appropriate.可编辑精选VI. Interested Third Person in Case of Assignment of Contracts Clause 27 If subsequent to the obligees assignment of its contractual right, a suit is brought to a Peoples Court in respect of a dispute between the obligor and the assignee which arose from the performance o
42、f the contract, and the obligor raises a defenseagainst the contractual right of the obligee, it may name the obligee as an interested third person.Clause 28 If with the consent of the obligee, the obligor has delegated its contractual obligation, and subsequently a suit is brought to a Peoples Cour
43、t inrespect of a dispute between the obligee and the delegatee which arose from theperformance of the contract, and the delegatee, in defense against the obligee, avails itself of the obligors right against the obligee, it may name the obligor as an interested third person.Clause 29 If with the cons
44、ent of the other party, a party concurrently assigned its contractual rights and delegated its contractual obligations to an assignee, and subsequently a suit is brought to a Peoples Court in respect of a dispute between the other party and the assignee which arose from the performance of the contract, and the other party raises a defense in respect of the rights and obligations under the contract, it may name the obligor as an interested third person.VII. Merger of Claims Clause 30 Where at the time the