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Doing Business under a Foreign Legal System

A.J. Heath
Handout #5E1
EXCERPTS FROM CIVIL CODE
ON CONTRACT FORMATION

432.

Article 432. Fundamental


provisions on entering into a contract

1.
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2.

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1. A contract is deemed entered


into if an agreement is reached between
the parties on all significant terms of the
contract in the form required by the
appropriate circumstances.

433.

Article 433. Time of entering


into a contract

1.

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2.

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( 224).
3. ,
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1. A contract is recognized as
entered into at the time of receipt by the
person who has sent the offer of its
acceptance.
2. If in accordance with statute a
transfer of property is also necessary for
entering into a contract, the contract is
recognized as entered into from the time
of transfer of the relevant property
(Article 224).
3. A contract which is subject to
state registration is deemed to be
entered into from the time of its
registration, unless otherwise established
by statute.

The significant terms are the terms


on the subject matter of an agreement,
the terms which are named by statute of
other legal acts as significant or
necessary for contracts of a given type,
as well as all the terms in relation to
which by declaration of one of the parties
agreement must be reached.
2. A contract is entered into by
means of sending an offer (or proposal to
enter into a contract) by one of the
parties and its acceptance (or
acceptance of the proposal) by the other
party.

434.
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2.

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3.
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3
438 .

Article 434. Form of contract


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2. A contract in written form may be
entered into by compiling one document
signed by the parties as well as by an
exchange of documents via post,
telegraph, teletype, telephone, electronic
or other communication allowing one to
verify that the document comes from the
other party under the contract.

439.

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Article 439. Revocation of


acceptance
If notice of revocation of
acceptance reaches the person who has
sent the offer before the acceptance or
simultaneous with it, the acceptance is
deemed not to have been received.

440.
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Article 440. Entering into a


contract on the basis of an offer which
defines the term for acceptance


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When the term for acceptance is


defined in the offer, the contract is
deemed to be entered into if the
acceptance is received by the person
who has sent the offer with the limited of
the term indicated in it.
Article 441. Entering into a
contract on the basis of an offer which
does not define the term for
acceptance.
1. When the term for acceptance
is not defined in a written offer, the
contract is deemed to be entered into if
the acceptance is received by the person
who has sent the offer before the end of
the term established by statute or other
legal acts or if such term is not
established, in the course of the normal
amount of time for the same.
2. When an offer is made orally
without indication of a term for

441.
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1.
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2.
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3. The written form of contract is
deemed complied with if the written offer
to enter into a contract is accepted in the
manner contemplated by point 3 of article
438 of this Code

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455.

acceptance, the contract is deemed


entered into if the other party
immediately declares its acceptance.
Article 455. Condition of a
contract about goods

1.
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129
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2.
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3.
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1. The goods under a contract of


purchase and sale may be any things if
the rules of article 129 of this Code are
complied with.
2. The contract may be entered into
for the purchase and sale of good which
are in stock at the seller as well as goods
which will be created or acquired by the
seller in the future unless otherwise
established by stature or deriving from
the character of the goods.
3. The condition of a contract of
purchase and sale of goods is deemed
agreed if the contract permits a
determination of the name and quantity
of the goods.

COMPARISON: CONTRACT LAW OF PRC ON OFFER AND ACCEPTANCE

Article 25
A contract is formed once the acceptance becomes effective.

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Article 26
A notice of acceptance becomes effective once it reaches the offeror.
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Article 34
The place where the acceptance becomes effective is the place of formation of a
contract.
Where a contract is concluded by the exchange of electronic messages, the
recipient's main place of business is the place of formation of the contract; if the
recipient does not have a main place of business, its habitual residence is the
place of formation of the contract. If the parties have agreed otherwise, such
agreement prevails.

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Article 35
Where a contract is concluded by a memorandum of contract, its place of
formation is the place where the parties sign or seal the contract.
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