Third-Party Liability in Contract Formation:Comment and Outlook of Article 5 of the Judicial Interpretation of Contracts
Article 5 of the new Judicial Interpretation of Contracts only partially specifies the pre-contractual liabil-ity of third parties,awaiting further consensus in theory and practice.Current judicial practices regarding fi-nance,accounting,and securities mainly rely on two approaches:professional tort and analogy to the agent's joint liability rule.However,these approaches require legal and theoretical integration to avoid contradictory judgments and prevent excessive liability expansion In comparison to formal disputes,the substantive grounds and elements for liability are more crucial in the integration process.Direct contact is sufficient to es-tablish a third party's duty of care when providing information or advice unless personal reliance is reasonably excluded.In the context of the transmitting relationship,the third party's liability is bound by the scope and limitations of the foundational commission contract and should comply with requirements such as foreseeabili-ty and reasonableness of reliance.The scope of the third party's liability should adhere to the general princi-ples of damages,and negligence liability should be confined within the duty of care.Third-party negligence constitutes an independently evaluated type of liability,rather than being supplementary or joint based on the liability of the contracting parties.
Third-Party NegligenceTort LiabilityElements of LiabilityScope of LiabilityForms of Liability
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