On Understanding and Application of the Interpretation on Contract Part of the Civil Code
After the promulgation of the Civil Code,the Interpretation of Certain Issues Concerning the Application of the Contract Law(Part Ⅰ and Ⅱ)were abolished.The Supreme People's Court formulated the Interpretation on Contract Part of the Civil Code,which came into effect on December 5,2023.It is applicable not only to contract dispute cases,but also to disputes over rights and obligations arising from non-contractual relationship.Moreover,both the courts and arbitration institutions can apply it when trying cases.The Interpretation on Contract Part of the Civil Code presents nine highlights:First,it inherits and develops the relevant provisions of the Interpretation of Certain Issues Concerning the Application of the Contract Law(Part Ⅰ and Ⅱ),maintaining the stability of judicial order.Second,it develops the contract law system on the basis of new ideas,new laws,new situations,new a-chievements,and new experiences.Third,taking into account the purposes of civil legislation,administrative legis-lation,and criminal legislation,and drawing on the principle of proportionality in public law,detailed provisions have been made for paragraph 1 of Article 153 of the Civil Code concerning the effectiveness of contracts.Fourth,based on the provisions of Article 215 concerning the principle of distinction,detailed provisions have been made for the effectiveness of contracts concluded without the right to dispose.Fifth,the agency and representation system has been improved,emphasizing the reasonable examination obligation of the relative party.Sixth,the effectiveness of debt-in-kind agreement has been clarified,and the rules of right for simultaneous performance has been detailed.Seventh,the specific circumstances of"significant changes"in the change of circumstances have been detailed.Eighth,the relevant provisions of subrogation rights and revocation rights have been detailed,strengthening the pro-tection of creditors.Ninth,the relevant rules of setoff right and the calculation rules of benefits have been detailed.Since the Interpretation on Contract Part of the Civil Code is an interpretation of the Civil Code,its effectiveness can be retroactive.That is,from the date when the Civil Code came into effect,the Interpretation on Contract Part of the Civil Code can be used as a basis for judgment.The interpretation of the general provisions of the Civil Code in the Interpretation on Contract Part of the Civil Code can be traced back to the effective date of the original General Pro-visions of the Civil Law.The formulation of the Interpretation on Contract Part of the Civil Code requires attention to the following issues:First,it is important to maintain problem awareness,with the problems arising in the process of legal application;second,it is essential to realise that judicial interpretations are mainly intended for judges,prosecutors,lawyers,arbitrators,and other legal professionals;third,a comprehensive application of interpretive methods such as literal interpretation,teleological interpretation,historical interpretation,and systematic interpre-tation should be employed to accurately understand the core of the general provisions of the contract part of the Civil Code,aiming to stabilize contractual expectations.Furthermore,it is recommended that when amending the relevant provisions of contracts for the carriage of goods by sea and carriage of passengers in the Maritime Code,coordination should be maintained with the three legal facts established in the Civil Code:force majeure,change of circum-stances,and commercial risks,and the situations of"other reasons"and"inherent reasons"should be specified,with a view to harmonizing the relationship between the Maritime Code as a special law and the Civil Code as a gen-eral law.
Interpretation on Contract Part of the Civil Codechange of circumstancesrevision of the Maritime Code
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