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(Adopted and Promulgated by the Second Session of the Ninth National People's Congress on March 15, 1999 )
Article 44 Effectiveness of Contract
A lawfully formed contract becomes effective upon its formation.
Where effectiveness of a contract is subject to any procedure such as approval
or registration, etc. as required by a relevant law or administrative regulation,
such provision applies.
Article 45 Conditions Precedent; Conditions Subsequent;
Improper Impairment or Facilitation
The parties may prescribe that effectiveness of a contract be subject to certain
conditions. A contract subject to a condition precedent becomes effective once
such condition is satisfied. A contract subject to a condition subsequent is
extinguished once such condition is satisfied.
Where in order to further its own interests, a party improperly impaired the
satisfaction of a condition, the condition is deemed to have been satisfied;
where a party improperly facilitated the satisfaction of a condition, the condition
is deemed not to have been satisfied.
Article 46 Contract Term
The parties may prescribe a term for a contract. A contract subject to a time
of commencement becomes effective at such time. A contract subject to a time
of expiration is extinguished at such time.
Article 47 Contract by Person with Limited Capacity
A contract concluded by a person with limited capacity for civil act is valid
upon ratification by the legal agent thereof, provided that a contract from
which such person accrues benefits only or the conclusion of which is appropriate
for his age, intelligence or mental health does not require ratification by
his legal agent.
The other party may demand that the legal agent ratify the contract within one
month. If the legal agent fails to manifest his intention, he is deemed to have
declined to ratify the contract. Prior to ratification of the contract, the
other party in good faith is entitled to cancel the contract. Cancellation shall
be effected by notification.
Article 48 Contract by Unauthorized Agent
Absent ratification by the principal, a contract concluded on his behalf by
a person who lacked agency authority, who acted beyond his agency authority
or whose agency authority was extinguished is not binding upon the principal
unless ratified by him, and the person performing such act is liable.
The other party may demand that the principal ratify the contract within one
month. Where the principal fails to manifest his intention, he is deemed to
have declined to ratify the contract. Prior to ratification of the contract,
the other party in good faith is entitled to cancel the contract. Cancellation
shall be effected by notification.
Article 49 Contract by Person with Apparent Agency
Authority
Where the person lacking agency authority, acting beyond his agency authority,
or whose agency authority was extinguished concluded a contract in the name
of the principal, if it was reasonable for the other party to believe that the
person performing the act had agency authority, such act of agency is valid.
Article 50 Contract Executed by Legal Representative
Where the legal representative or the person-in-charge of a legal person or
an organization of any other nature entered into a contract acting beyond his
scope of authority, unless the other party knew or should have known that he
was acting beyond his scope of authority, such act of representation is valid.
Article 51 Unauthorized Disposal of Property
through Contract
Where a piece of property belonging to another person was disposed of by a person
without the power to do so, such contract is nevertheless valid once the person
with the power to its disposal has ratified the contract, or if the person lacking
the power to dispose of it when the contract was concluded has subsequently
acquired such power.
Article 52 Invalidating Circumstances
A contract is invalid in any of the following circumstances:
(i) One party induced conclusion of the contract through
fraud or duress, thereby harming the interests of the state;
(ii) The parties colluded in bad faith, thereby harming the
interests of the state, the collective or any third party;
(iii) The parties intended to conceal an illegal purpose under the
guise of a legitimate transaction;
(iv) The contract harms public interests;
(v) The contract violates a mandatory provision of any
law or administrative regulation.
Article 53 Invalidity of Certain Exculpatory
Provisions
The following exculpatory provisions in a contract are invalid:
(i) excluding one party's liability for personal injury
caused to the other party;
(ii) excluding one party's liability for property loss caused
to the other party by its intentional misconduct or gross negligence.
Article 54 Contract Subject to Amendment or Cancellation
Either of the parties may petition the People's Court or an arbitration institution
for amendment or cancellation of a contract if:
(i) the contract was concluded due to a material mistake;
(ii) the contract was grossly unconscionable at the time of
its conclusion.
If a party induced the other party to enter into a contract against its true
intention by fraud or duress, or by taking advantage of the other party's hardship,
the aggrieved party is entitled to petition the People's Court or an arbitration
institution for amendment or cancellation of the contract.
Where a party petitions for amendment of the contract, the People's Court or
arbitration institution may not cancel the contract instead.
Article 55 Extinguishment of Cancellation Right
A party's cancellation right is extinguished in any of the following circumstances:
(i) It fails to exercise the cancellation right within
one year, commencing on the date when the party knew or should have known the
cause for the cancellation;
(ii) Upon becoming aware of the cause for cancellation, it
waives the cancellation right by express statement or by conduct.
Article 56 Effect of Invalidation or Cancellation;
Partial Invalidation or Cancellation
An invalid or canceled contract is not legally binding ab initio. Where a contract
is partially invalid, and the validity of the remaining provisions thereof is
not affected as a result, the remaining provisions are nevertheless valid.
Article 57 Independence of Dispute Resolution
Provision
The invalidation, cancellation or discharge of a contract does not impair the
validity of the contract provision concerning the method of dispute resolution,
which exists independently in the contract.
Article 58 Remedies in Case of Invalidation or
Cancellation
After a contract was invalidated or canceled, the parties shall make restitution
of any property acquired thereunder; where restitution in kind is not possible
or necessary, allowance shall be made in money based on the value of the property.
The party at fault shall indemnify the other party for its loss sustained as
a result. Where both parties were at fault, the parties shall bear their respective
liabilities accordingly.
Article 59 Remedies in Case of Collusion in Bad
Faith
Where the parties colluded in bad faith, thereby harming the interests of the
state, the collective or a third person, any property acquired as a result shall
be turned over to the state or be returned to the collective or the third person
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