Article 12 of the Interpretation on Contract Part in the Civil Code deals only with the approval formalities established at the level of law and administrative regulations that directly affect the enforceability of a debt contract,which are special effective conditions.When a contract has been formed but not yet taken effect,it has a formal binding force,including negative obligations such as the obligation not to alter or cancel the contract without permission and positive obligations such as the obligation to submit for approval.Statutory approval obligations and agreements around approval obligations take effect independently and are collateral obligations arising from the principle of good faith.In this case,the counterparty is entitled to remedy by requesting continuation of the approval obligations.Paragraph 1 of the Article 12 creates a right of termination in the first stage,limiting the compensation for"damage caused by the breach of the approval obligation"to the direct loss of an inherent interest.In the second stage,the right of termination in paragraph 2 meets Article 563 of the Civil Code,where the scope of compensation is determined by the degree of difficulty in obtaining the approval,the degree of subjective malice of the person obliged to submit the approval and the degree of completion and maturity of the transaction as a whole.In the third stage,paragraph 4 does not require a right of termination in the event that the approval authority decides not to grant approval,and the person obliged to submit the approval is liable for the fault.The system of restitution of property and compensation at a discount is applied in the case of damages,with reference to the application of Article 157 of the Civil Code.
approval contractapproval obligationpending enforceabilityfault in negotiationpreliminary contract
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