1. How to determine the reservation contract?
1. The reservation contract is for this contract, and the subscription, order, reservation, etc., which the parties agree to conclude the contract within a certain period of time in the future, constitute the reservation contract.
2. Where the parties agree to conclude a contract within a certain period of time in the future in the form of a subscription letter, an order letter, a reservation letter, etc., or have paid a deposit to guarantee the conclusion of the contract within a certain period of time in the future, and can determine the subject and subject matter of the contract to be concluded in the future, the people's court shall find that the reservation contract is established.
3. Unless otherwise expressly provided by law, the reservation contract established in accordance with the law shall only be legally binding on the parties to the reservation contract. 2. How to identify the reservation contract?
1. The purpose of the contract and whether the elements of the contract are met are the identification conditions
A contract is a pre-contract for the purpose of concluding a contract within a certain period of time in the future and has the elements for the formation of the contractConversely, if there is no agreement to conclude a contract within a certain period of time in the future, or if there is an agreement but it is difficult to determine the subject, subject matter, quantity, etc. of the contract to be concluded in the future, it cannot be found to be a reservation contract.
2. Documents that do not have the identification conditions of the reservation contract do not have the nature of the reservation contract.
If the parties merely express their intention to make a transaction or the possibility of a transaction by signing a letter of intent, framework agreement, memorandum, etc., such documents do not have the nature of a pre-contract and cannot obtain the legal status of the parties to the pre-contract contract.
3. A reservation contract with identifying conditions can be presumed to be the conclusion of this contract.
Where the parties have reached an agreement on the main contents of the contract, such as the subject matter, quantity, price, or remuneration, and the conditions for the formation of the contract are met, the people's court shall find that this contract is established, regardless of whether it is agreed to conclude a separate contract within a certain period of time in the future, as long as one of the parties has performed and the other party has accepted it.
3. How to determine whether there is a violation of the reservation contract?
1. Determination of violation of the reservation contract
After the reservation contract comes into effect, the main circumstances in which one of the parties violates the reservation contract:
1.1. One of the parties directly refuses to enter into this contract.
1.2. Although one of the parties did not refuse to enter into this contract, it violated the principle of good faith when negotiating the conclusion of this contract, resulting in the failure to conclude this contract.
2. Factors to consider whether the principle of good faith is violated
Whether a party violates the principle of good faith when negotiating and concluding this contract shall comprehensively consider factors such as the conditions put forward by the party during the negotiation, whether it clearly deviates from the content of the reservation contract, and whether reasonable efforts have been made to negotiate.
4. What are the consequences of violating the reservation contract?
1. The breaching party shall be liable for damages
Where, after the reservation contract takes effect, one of the parties fails to perform its obligation to conclude this contract, and the other party requests compensation for the losses caused thereby, the people's court shall support it in accordance with law.
2. The agreed method of compensation for losses shall be applied first
Where the parties have agreed on compensation for losses, the agreement shall be followed;If there is no agreement, the people's court shall make a decision based on factors such as the completeness of the content of the reservation contract and the degree of fulfillment of the conditions for entering into this contract.
3. Follow the principle of proportionality of loss compensation
The liability of the breaching party cannot exceed the scope of the loss that the parties could or should have foreseen at the time of the conclusion of the contract.
The liability for breach of contract borne by the non-breaching party to a third party shall be liable for compensation within the scope of the losses foreseen at the time of conclusion of the contract.
When determining the amount of compensation for losses for breach of contract, the people's court shall support the breach of law if the breaching party claims to deduct the other party's expanded losses, the corresponding losses caused by the other party's fault, the additional benefits obtained by the other party as a result of the breach of contract, or the necessary expenses reduced.
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