To interpret the reservation contract system from the Judicial Interpretation of Contract Compilation

On December 04, 2023, the Interpretation of the Supreme People's Court on Several Issues concerning the Application of the General Provisions of the Civil Code of the People's Republic of China on the Preparation of Contracts (hereinafter referred to as the “Judicial Interpretation of the Preparation of Contracts”) was issued. The reservation contract is stipulated as the key content in the interpretation, and the relevant provisions are distributed in Articles 6-8.

Although this interpretation only accounts for three articles, its content provides effective guidance for the frequent disputes in judicial practice, and provides a strong basis for the determination of disputes according to law. This interpretation mainly stipulates the identification of appointment contract, the identification of breach of appointment contract and the responsibility for breach of appointment contract. Under the dimension of appointment contract identification, it also stipulates the distinction between appointment and transaction intention, and the distinction between appointment and this Agreement.

Based on the provisions of the Judicial Interpretation of Contract Compilation, this paper will interpret the reservation contract system from the aspects of legal concept, legislative evolution, constitutive elements, legal effect and judicial cases.

By Han Jilei

In view of the long text, for the convenience of reading, this key summary is specially made:

1. The distinction between appointment and intentionality document is that the appointment has a clear indication that it is bound by law, a clear agreement on the subject, subject, quantity, rights and obligations of the contract, and a clear indication of the intention that “this agreement shall be concluded within a certain period of time in the future”. Intention documents are loose, simple in content, vague in words, and only express the intention to sign a contract without legal constraints.

2. The distinction between appointment and this Agreement shall be determined by whether it is agreed that “this Agreement shall be concluded separately within a certain period of time in the future”, rather than by the complicated and perfect degree of the agreed terms. If the appointment has the meaning of “entering into this Contract for a certain period of time in the future”, but a contracting party has carried out the performance covered by this contract and the contracting parties have accepted it, then this contract shall be deemed to have been established.

3. The determination of breach of contract is that the contracting party refuses to enter into this contract, or fails to enter into this contract due to the violation of the principle of good faith while negotiating the conclusion of this contract. That is contrary to good faith principle, in order to conclude whether do our best to contribute to this about as the standard, namely on the one hand, the conditions and make an appointment contract submitted in consultation compatible not plainly, on the other hand when the sides split still adhere to the reasonable consultation.

4. The liability for breach of the appointment contract shall be determined by the completeness of the content of the appointment contract and the achievement of the conditions for concluding the contract. The more complete the terms of the contract, the loss compensation shall be determined according to the performance interests of the contract; The appointment only has the basic terms of the contract establishment, and the compensation for losses shall be determined by referring to the reliance interests of this contract. If the appointment is made because the conditions of this Agreement are not mature, the compensation for breach of contract shall be determined between the performance interest and the reliance interest of this agreement according to the degree of achievement of the conditions of this agreement.

5. It is not clear whether the liability for breach of contract by appointment includes compulsory contracting. There are also differences in the Supreme Court, but the judicial mainstream holds a negative attitude.

01

Concept of law

(一)Appointment contract

1. Connotation and extension of appointment contract

An advance contract, also known as a reserve contract, refers to a promise or agreement reached by the parties to conclude a contract within a certain period of time in the future. Article 495, paragraph 1 of the Civil Code provides for appointment contracts. A contract entered into by the parties in the future is called a contract, and a contract in which the parties agree to enter into this contract in the future is a reservation contract. 1

2. Characteristics of appointment contract

(1) The reservation contract shall have the elements of contract establishment.

A reservation contract is a contract, which should have the agreement of the contracting parties and the expression that the contracting parties are bound by law. At the same time, it should have other elements for the establishment of the contract, which will be carried out in the section of “constituent Elements” and will not be described here.

(2) Appointment contracts are independent contracts.

In theory, there are some different theories and understandings about the legal nature of the reservation contract, such as the pre-contract theory, the contract theory, the contract theory with stopping conditions and the independent contract theory. According to the pre-contract theory, the appointment is in the pre-contract stage before the establishment of this contract, which is one of the processes of the establishment of this contract. It is an agreement without legal binding force, so it does not constitute a contract. From contract said that an appointment is this about, is a guarantee contract, but this is about the establishment of a condition does not exist in an appointment, so this has a properties about booking, is this about from the contract. This contract with stopping conditions holds that the reservation is in essence this contract with stopping conditions. If it is stipulated in the appointment that the developer obtains the commercial housing sales license as the condition for signing this agreement, the commercial housing sales contract is established and effective when the conditions are achieved. The independent contract theory holds that the appointment is an independent contract, which has both the preset civil rights and obligations in the contract and the subject matter of the appointment contract itself, that is, both parties have the rights and obligations to conclude the contract. Although it is an anonymous contract under the Contract Law, it fully complies with the norms of the Contract Law and is subject to its adjustment. Therefore, the appointment contract and this contract are independent contracts with respective effect. 3

Now it is generally accepted that the appointment contract is independent, and the Supreme Court also adopts the independent contract theory when stipulating. First of all, although the appointment contract is in the negotiation stage before this contract, the conclusion of the appointment contract will fix the content of the current negotiation agreement, indicating that the parties are bound by law. Therefore, if the appointment meets the requirements for contract establishment, it will constitute an independent contract, and its independence will not be denied because it is in the negotiation stage before this contract.

Secondly, the conclusion of the appointment, on the one hand, immobilizes the results of the phased consultation, on the other hand, reserves the decision-making power to continue the consultation and whether to continue the conclusion of the Agreement on pending matters. In other words, the appointment is related to this Agreement but is not a master-slave relationship. The purpose of the appointment is to enter into this Agreement. If it is considered that this Contract and the appointment constitute a master-slave relationship, then the pending provisions of this contract have not been negotiated after the appointment is signed, and this contract obviously cannot be established. At this time, according to the theory of contract, the appointment cannot be established because it is subordinate to this contract. Then the appointment, as a restraint means to conclude this contract, has no practical significance.

Finally, the understanding of the appointment as the contract with a stop condition deviates from the establishment function of the appointment system to a certain extent. According to this doctrine, if the conditions for stopping are available, this contract shall come into force, but the parties actually reserve the clause for continued consultation and the right to make decisions on whether to conclude the contract when concluding the appointment, which is contrary to the true intention of the parties at the time of concluding the appointment. Of course, it is undeniable that in the early stage of the reservation system, there are only because the conditions for signing this contract are not mature (especially when the developer has not obtained the pre-sale license of commercial housing), but the parties have negotiated all the terms, and generally make an appointment to ensure the opportunity to conclude the contract, 4 but this is a realistic means taken in practice. Legally speaking, it is still stipulated in such pre-sale contract that this contract must be signed, so the contract should still be considered as an appointment, and even if the stopping conditions are met, this contract cannot be considered as effective, and this contract should be signed separately. If it is stipulated in such pre-sale contract that “this Contract will come into force if the stopping conditions are met”, such “appointment” shall be construed as this contract with the stopping conditions. 5

In short, if the advance contract meets the requirements for the establishment of the contract, it should be determined that the advance contract is independently established and can require the parties to continue to negotiate in good faith so as to achieve the purpose of concluding the contract.

(3) The appointment contract is for the purpose of entering into this Agreement within a certain period of time, and there is an explicit agreement to “enter into this Agreement” or can be inferred.

One of the important factors in judging whether an appointment is constituted is whether it is agreed or can be inferred that the parties have an expression of intention to enter into this agreement within a certain period of time in the future. Only if such an expression of intention is present can an appointment be constituted.

The purpose of the parties to conclude the appointment contract is mainly to have enough time for negotiation, or to avoid the other party going back on its word, so they choose to prepare for the contract in the way of appointment contract. Generally, to determine whether there is any intention to enter into this contract, the parties shall comprehensively determine whether there is any such intention by combining the provisions of the parties in the letter of intent, the negotiation process of the parties, the transaction habits and other factors. Therefore, in the appointment contract, the parties must clearly express their intention to enter into the contract and have the intention to be bound by the agreement. 6

3. Differentiation and analysis of reservation contract

(1) Appointment and consultation documents

First of all, in terms of whether it is binding, the appointment must be agreed by the contracting parties and have the expression of intention to be bound by the contract, while the negotiation document only expresses the transaction intention. The parties often indicate that they are not bound by the letter of intent, or use words such as “in principle, they can sign the contract” and “consider signing the contract”, which often indicate that the parties are not bound by the letter of intent.

Secondly, in terms of the agreed content, the appointment generally has the subject, subject, quantity, rights and obligations of the contract and other transaction conditions, while the consultation document is generally loose and general, and does not make clear provisions on the above content.

Finally, in terms of whether it is agreed that “the contract shall be concluded within a certain period of time in the future”, the appointment contract shall stipulate or infer that the parties have the intention to conclude this contract within a certain period of time in the future. However, the negotiation document generally does not stipulate such terms, or if there is, it is not clear, specific and uncertain, and only simply expresses the preliminary intention to sign the contract.

It should be noted that although the negotiated letter of intent is not legally binding, it does not mean that it has no meaning, let alone that it does not bear any legal liability for violation. When the parties negotiate for the purpose of concluding a contract, they have entered the substantive stage of concluding a contract, from a general relationship to a special relationship, and there is a relationship of reasonable trust between each other. Therefore, one party has the obligation of prior contract, and if the breach results in the loss of the other party's interest in reliance, it shall bear the liability for negligence in contracting and compensate the other party for the reasonable costs and expenses incurred by the reliance letter of intent. 8

(2) Appointment and conditional contract

First, different effective times lead to different legal effects. According to Article 158 of the Civil Code of the People's Republic of China, a contract with effective conditions does not become effective until the conditions are fulfilled, while a reservation contract, as an independent contract, becomes effective once it is concluded unless otherwise agreed. That is, after the conclusion of a general advance contract, the parties can be required to continue to negotiate to conclude this contract, while a contract with effective conditions can be required to perform the contents of the contract only after the conditions come into force. 

Second, the subject matter of the contract is different. The subject matter of a reservation contract is the act of concluding the contract, while the subject matter of a contract with effective conditions is the act of performing the contract.

02

Legislative evolution

The content of the contract was first seen in the Interpretation of the Supreme People's Court on Several Issues relating to the Application of Law in the Trial of commercial housing sales Contract Disputes in 2003 (Legal Interpretation (2003) No. 7), Article 4 and Article 5, 11, although the two provisions do not use the expression of “contract booking”, they essentially stipulate the penalty for the contract deposit for violating the subscription book, order book and other contract booking contracts. And the distinction between the contract and the contract. In 2020, the judicial interpretation was amended, and the article still retains its original expression.

In 2012, the Interpretation of the Supreme People's Court on the Application of Law in the Trial of disputes over sales Contracts (Interpretation [2012] No. 8), Article 2, 12, appeared for the first time as “contract for appointment”, which provided for the liability for breach of contract and relief for breach of contract. In 2020, the judicial interpretation was amended, and this article was deleted because Article 495 of the Civil Code of the People's Republic of China absorbed part of the content.

03

Constitutive element

(1) The legal elements for the establishment of an appointment contract

1. The contract should first have the requirements for the establishment of the contract.

According to the Interpretation of the Supreme People's Court on Several Issues concerning the Application of the General Principles of Contract Compilation of the Civil Code of the People's Republic of China (hereinafter referred to as the “Judicial Interpretation of Contract Compilation”), Article 3, paragraph 1, 14, generally speaking, a contract is formed if the name or name of the parties, the subject matter and the quantity can be determined.

(1) On the positive side, as long as the appointment has the elements of “name or name of the parties, subject matter, quantity”, the appointment is established.

The appointment contract is an independent contract, that is, it exists independently of this contract, which has been detailed above and will not be repeated here, and in practice, the condition that this contract must be approved and effective is also taken as the effective condition of the appointment contract. This understanding violates the independence of the appointment contract, mainly in the following circumstances, which should be paid attention to.

① The pre-contract for equity transfer of foreign-invested enterprises involved in the negative list shall take effect without approval

The Supreme People's Court retried China Bao 'an Group Co., LTD., Shenzhen Hengan Real Estate Development Co., LTD., and China Bao 'an Group Co., LTD., Shenzhen Hengan Real Estate Development Co., LTD., and other equity transfer disputes, the gist of the judgment clearly “foreign-invested enterprises equity transfer appointment contract without approval shall take effect” 15.

As stipulated in Article 4 of the “Hainan High Court on Adjudication of Commercial Housing Reservation Contract Dispute Cases (Trial)” (issued on January 14, 2022), the pre-sale commercial housing subscription agreement, subscription agreement and other reservation contracts signed by the developer without obtaining the commercial housing pre-sale license are valid.

(2) On the contrary, without any of the elements of “party name or name, subject matter, quantity”, the appointment cannot be established.

In the dispute between Aohua Asset Management Co., Ltd. and the Management Committee of Yangpu Economic Development Zone over the right to use construction land, due to the uncertainty of the “subject matter and quantity” of the Term Sheet and the lack of the intention of the parties to be bound by it, it was determined that its nature was a negotiation and negotiation document rather than an appointment. The specific reasoning of the case is as follows: the main content of the Term of Investment agreement is “construction of high-end hotels”, involving land and the Yangpu Management Committee is expressed as “Yangpu Management Authority supports Aohua Company to invest in the construction of high-end hotels in Yangpu, and agrees to coordinate the replacement of land”, in addition, there is no other “compulsory” agreement on “replacement of land” by the “Yangpu Management Committee”. If “land” is taken as one of the subject matter of the letter of intent, the said “land” does not have the necessary elements such as four to, area and so on, it should not be considered as meeting the standard of “target and quantity determination”, even if the more one-sided expression of “Aohua Company intends to replace the site to the eastern living area and the coastal area of Xinying Bay to build a hotel” is understood as a mutual agreement. The “Eastern living area and the coastal area of Xinying Bay” is not a clear spatial location, and obviously does not meet the identification standards of “target and quantity determination”, and does not have the possibility of direct performance. 17

2. The advance contract shall provide for the conclusion of the contract within a certain period of time in the future, or provide a deposit for the guarantee of the conclusion of the contract within a certain period of time in the future.

If a deposit is paid to guarantee the conclusion of a contract within a certain period of time in the future, and the subject matter, subject matter and quantity of the contract can be determined, the appointment shall be deemed to be established. The provisions of this article are basically consistent with Article 2 of the Interpretation of the Supreme People's Court on the Application of Law in the Trial of Sales Contract Disputes (Interpretation [2012] No. 8).

(2) The legal elements of the distinction between the appointment and this Agreement

First of all, both the appointment and the contract are contractual in nature, so they should have the elements of the formation of the contract, that is, part 4 (a) above, which is the meaning of the provisions. Secondly, the third paragraph of Article 6 of the Judicial Interpretation of Contracts stipulates two types of distinction, and the constituent elements of the two types of distinction are related to “the conclusion of another contract within a certain period in the future”.

1. The distinction between the appointment and this Agreement is determined by whether it is agreed that “this Agreement shall be concluded separately within a certain period in the future”, rather than the complexity and perfection of the agreed terms

The distinction between the appointment and this Agreement is determined that the provision of “a separate contract shall be concluded within a certain period in the future” is an appointment, and the distinction between the appointment and this Agreement is not based on the perfection of the agreed terms.

As mentioned above, if the contracting contents of the parties do not agree to conclude another contract within a certain period in the future, then as long as the contracting contents have the contracting subject, object, quantity and other essential elements for the formation of the contract, the contract content should be identified as the nature of the contract, rather than because the contracting content is too simple and is identified as an appointment.

2. Conversion of an appointment to this Agreement 18

If the subscription letter, subscription letter, reservation letter, etc. concluded by the parties provides that “a separate contract shall be concluded within a certain period in the future”, it shall generally be regarded as an appointment, but if one contracting party has carried out the performance acts covered by this contract and the relevant contracting parties accept it, then this contract shall be deemed to be established.

(3) The legal elements for determining the breach of contract

1. The appointment contract shall first be established and come into effect

For the establishment requirements of the appointment contract, please refer to the above (1) Legal components of the establishment of the appointment contract. Although an advance contract generally takes effect upon its establishment, it cannot be ruled out that there are advance contracts with effective conditions agreed upon by the contracting parties in some transactions. In such case, it should be noted that the determination of breach of advance contracts shall be based on the validity of advance contracts, and the determination of breach of contract shall be made only when the effective conditions agreed upon in advance contracts are reached.

2. Either Party refuses to enter into this Agreement or breaches the principle of good faith while negotiating to enter into this Agreement, resulting in failure to enter into this Agreement

First of all, it should be made clear that the subject matter of the contract is the conclusion of this contract, so the breach of the contract generally refers to the artificial failure to conclude this contract.

In essence, there are two forms of breach of contract, one is refusal to conclude this contract, which may be a positive, express refusal to conclude this contract, or a negative, implied refusal to cooperate with the conclusion of this contract. The other is the violation of the principle of good faith in the negotiation of this Agreement, so that this agreement cannot be concluded.

The determination of breach of the principle of good faith is based on whether the best efforts have been made to facilitate the conclusion of this contract, that is, on the one hand, the conditions proposed during the negotiation are compatible with the contract agreement and cannot be deviated from it, and on the other hand, the parties still reasonably insist on the negotiation when they have differences.

For example:

In the contract for the sale of commercial housing, the parties tentatively set the price at 6,000 yuan per square meter. However, when the contract for the sale of commercial housing is concluded, due to the skyrocketing price of L2 yuan per square meter, the developer advocates the conclusion of the contract for the sale of commercial housing at the market price, which is a clear deviation from the agreement of the contract, because the contract for the sale of commercial housing clearly specifies that the price is provisional. However, it also delineates a general price range for the conclusion of this contract, and if the parties significantly deviate from this price range while negotiating the conclusion of this contract, it shall naturally be deemed that there was no reasonable effort to facilitate the conclusion of this contract... Of course, if the parties do not agree on the price of this Contract in the contract, it should be understood that the parties use the market price or the government guide price as the price of this contract. At this time, if the quotation of a party significantly deviates from the market price or government guidance price, it shall also be regarded as a violation of the obligation of good faith consultation. 19

(4) The legal elements of liability for breach of contract

Obviously, the liability for breach of contract should be assumed on the premise of breach of contract. For the determination of breach of contract, please refer to the above (III) legal elements of breach of contract.

2. You can claim liability for breach of contract or compensation for losses

If the liability for breach of contract is agreed in the appointment, the liability for breach of contract clause shall apply; Where the liability for breach of contract is not agreed upon, the breaching party may be required to compensate for the losses.

According to the understanding of the Supreme Court, the compensation for the loss of breach of the contract does not take the trust interest or the performance interest as a single identification path mechanically, but depends on the completeness of the contract terms and the achievement of the conditions of the contract, and decides between the performance interest and the trust interest of the contract.

If the terms of the contract are infinitely close to or even exactly equal to the completeness of the terms of this Contract, the compensation for losses shall be determined by reference to the performance interests of this contract, while if the contract is only agreed on the basic terms of the contracting subject, subject and quantity, then the compensation for losses shall be determined by reference to the trust interests of this contract. If part of the contract is signed because the conditions of this Agreement are not mature, the liability for breach of contract shall be determined between the performance interest and the trust interest of this Agreement according to the degree of achievement of the conditions of this Agreement. 20

On January 14, 2022, the “Hainan High Court on Adjudication Guidelines on the Trial of Commercial Housing Contract Dispute Cases (Trial)” issued is different from the above views, but it is essentially similar to a certain extent, and the guidelines conditionally recognize the discretion of loss compensation based on the performance interests of this contract. Article 5 provides that the court shall support the buyer's claim that the seller's liability for breach of contract of the reservation agreement includes direct loss and loss of accrual interest, among which the accrual interest loss is the loss of resale profit and provides a factual basis. In advance The scope of the breach party's compensation shall be limited to the loss of reliance interest under this Agreement. The compensation for the benefit of reliance shall not exceed the benefit of performance. The trust interest usually includes the loss and loss of the benefit, including the loss of contracting costs, the cost of preparing to perform, the interest on the money already paid, etc. In practice, how to identify the trust interest loss, need to consider various factors, the court discretion; The lost benefit, that is, the loss caused by the loss of opportunity, is more difficult to judge and measure in practice.

(1) The type of loss of available profit is loss of production profit or loss of operating profit. In order to judge the existence of the loss of available interests in the form of loss of production profits or loss of operating profits in practice, in addition to strictly following Article 113 of the Contract Law and the four rules set out in the Guiding Opinions of the Supreme People's Court on Several Issues Concerning the Trial of Civil and Commercial Contract Disputes under the Current Situation, the performance of the contract signed by the two parties (that is, this Agreement) should also be considered. In the case that the parties have not yet signed this Agreement, let alone taking into account the performance of this Agreement, the non-breaching party does not have the basis to generate production profits or operating profits, in this case, it shall be determined that the scope of compensation for scheduled losses does not include loss of available interests.

(2) The type of loss of available profit is loss of resale profit. In view of the social reality of rising house prices in recent years, and houses have both residential properties and investment properties, if the buyer in the commercial housing sale appointment contract has evidence to prove that it has signed a housing sale contract with the next buyer on the subject house at the time of signing the appointment contract, which is sufficient to generate resale profits, In the case of the seller's default of the contract (especially when the house price suddenly rises sharply), it is relatively mechanical to deny the non-defaulting party's claim of loss of available benefits.

3. It is not clear whether the liability for breach of contract by appointment includes compulsory contracting, 21 and the judicial mainstream holds a negative attitude

It should be noted that the academic community holds a positive attitude towards the mainstream view of whether the appointment contract can be enforced, that is, the compulsory conclusion of this contract is recognized, but according to the existing provisions, the form of liability for breach of contract cannot be identified as including the compulsory conclusion of this contract. The Supreme People's Court also has different views on this. According to the opinion of the Supreme People's Court on the Judicial Interpretation and Application of the General Principles of Contract Compilation of the Civil Code (1), it does not recognize compulsory contracting, but according to the opinion of the Understanding and Application of Contract Compilation of the Civil Code of the People's Republic of China (1), it believes that compulsory contracting should be applied cautiously and modestly according to the circumstances: “When a party violates a simple appointment or a typical appointment, it may order the negotiation to continue, and if it violates the complete appointment, it may order the compulsory contracting according to the circumstances.” It should be noted that the autonomy of will is the basic principle of civil and commercial activities, and the court cannot directly express the will of the parties, although the compulsory contracting petition can be supported, it should be applied prudently. In addition, if the contract has included detailed terms of this contract, the parties have agreed on the main terms of this contract, and some or most of them have been performed, then an order may be made to compel the contract. That is, we should be cautious about the high intensity of judicial intervention and maintain the due modesty.

On January 14, 2022, the “Hainan High Court's Judgment Guidelines on the Trial of Commercial housing Reservation Contract Dispute Cases (Trial)” denied the “compulsory contracting theory”. Article 3 of the guidelines states that “Where the buyer claims that the contract is valid and the seller should fulfill its obligations in accordance with the contents of the formal commercial housing sale contract, the court shall judge whether to support the claim based on the contents of the obligations performed.” An advance contract only generates contractual obligations of the formal contract of this contract, and only bears the liability for breach of contract in the advance contract; If the parties are at fault, they only bear the liability for contracting negligence, but it is not necessary to conclude a formal contract. The conclusion of formal contracts still follows the basic principle of freedom of contract, which can only be concluded by consensus between the two parties, and no one has the right to force others to conclude contracts, including the judicial organs. In commercial housing sales dispute cases, if the two parties only enter into pre-purchase agreement, subscription agreement, subscription agreement, pre-sale agreement and other appointment contracts, and no formal sale contract is signed, the people's court generally recognized as appointment contracts, and ordered that either party has no right to require the other party to perform the payment, delivery, property rights transfer and other substantive transaction terms in the sale contract. We have no right to force the parties to perform the rights and obligations of a formal contract.

In general, judicial practice holds a negative attitude towards compulsory performance by appointment, and even those who hold a positive attitude also say that it should be applied with great caution.

04

Legal effects and judicial cases

(1) The distinction between the appointment and the identification of this Agreement

1. Case 1: A typical case related to a dispute between a property management company and a research Institute over a house lease Contract, Interpretation on Several Issues relating to the Application of the General Rules of the Civil Code of the People's Republic of China for Contracts

【 Referee points 】22

In the bidding procedure, if one party fails to perform the obligation to conclude a written contract after the notification of winning the bid is served, and the other party requests to confirm that the contract is established when the notification of winning the bid reaches the successful bidder, the people's court shall support it. Paragraph 1 of Article 46 of the Tendering and Bidding Law of the People's Republic of China is a written confirmation required by law and not a new contract.

(2) Conversion of the reservation to this Agreement

1. Case 1: Chengdu Xunjie Communication Chain Co., LTD., Sichuan Shudu Industrial Co., LTD., Sichuan Youli Investment Holding Co., LTD., and typical cases related to the “Interpretation of Several Issues concerning the Application of the General Rules of the Civil Code of the People's Republic of China”

【 Key points of referee 】

The fundamental standard to judge whether the contract concluded between the parties is this contract or an appointment should be whether the parties intend to conclude a new contract in the future to finally clarify the rights and obligations between the two parties. Even if the parties have agreed on the subject matter, quantity and price, but if the contract