On the Three Dimensions of Identifying the Nature of Contracts
The nature of a contract can only be determined through contract interpretation.The nature of the contract should be de-termined based on the interpretation of the meaning of the text,and the proper use of interpretation rules such as systematic interpreta-tion,purposive interpretation,and customary interpretation,taking into account the overall intention expressed by the parties.The de-termination of the nature of a contract should pay special attention to three dimensions,namely whether the nature of the contract reflec-ted by the name of the contract conforms to the nature of the contract reflected by the content of the contract(name and reality),whether the nature of the contract established by the contract text has been changed by the performance of the act(static and dynam-ic),and whether one or a few clauses of the contract are superior to the other clauses and thus determine the nature of the contract(few or many).In terms of the dimension of"name and reality",if the name of a contract is inconsistent with the rights and obligations stipulated in the contract,the nature of the contract should usually be determined based on the content of the contract.However,if the content of the contract is contradictory or ambiguous,making it impossible to judge the nature of the contract based on its content,then the name of the contract has a decisive significance in determining the nature of the contract.In terms of the dimension of"static and dynamic",the nature of the contract can only be determined based on the performance of the parties when there is sufficient evidence to prove that there is a significant difference between the performance of the parties and the intended effect of the contract text.In terms of the dimension of"few and many",if it is believed that a certain(minority)clause determines the nature of the contract,then efforts should be made to demonstrate why this(minority)clause carries more weight than the other(majority)clauses to determine the na-ture of the contract.These three dimensions are not isolated from each other,but may overlap and intersect with each other in the same case.
nature of contractcontract interpretationcontract namecontract contentperformance behavior
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