A few days ago, when I was reading the "Collection of Civil and Commercial Cases of the Supreme People's Court" (Contract Volume 1), I excerpted the Civil Code of the Supreme People's Court (2005) in the chapter "Determination of the Validity of Contracts" Zhongzi Civil Judgment No. 116. I did not search for this judgment on the Judgment Documents website, so I can only focus on this book. One of the issues involved in this case seems to be very common, but is actually very important - the determination of the conditions for the validity of the contract when the parties have agreed in the contract that it "will take effect from the date of signature and seal of both parties".

"Effective from the date of signature and seal of both parties." This is a very familiar sentence for lawyers. When trainee lawyers first modify the contract, they will see this sentence in most contracts, but this sentence rarely attracts our attention. I remember the first contract I revised, I noticed this problem, but the lawyer who directed the work at the time thought it was an irrelevant issue. I never expected to see related cases in this book, which made me deeply moved.

We are unable to see the entirety of the judgment and can only understand the case from excerpts. The book states in the summary of the judgment: The two parties agreed in the "Repayment Agreement" signed that it "will take effect from the date of signature and sealing by both parties." There is a period between "signature" and "seal", which is consistent with the provisions of Article 32 of the Contract Law: "If the parties conclude a contract in the form of a contract, the contract shall be established when both parties sign or seal" Not the same. The difference is that the Contract Law uses "or" between "signature" and "seal", while the two parties use "pause". The words before and after "or" are in a selective relationship, as long as one of them is present. The two words before and after the "stop" are parallel words, indicating that signature and seal are in a parallel relationship, and both are required to meet the agreed conditions.

It may seem like an ordinary sentence, but once a dispute arises, we will truly see the pros and cons. If we see this judgment, should we be cautious and reverent when drafting or revising contracts? The difference between an ineffective contract and an effective contract must be understood by law students, but why have we paid enough attention to details such as "it takes effect from the date of signature and seal of both parties"? This is a question worthy of our deep reflection.

The case was changed by the Supreme People's Court. The core of the issue lies in "the question of whether the "Repayment Agreement" on October 26, 2004 is effective, and the specific issue falls on " In terms of the understanding of the clause "it shall take effect from the date of signature and sealing by both parties", this involves an issue of contract interpretation. When the Supreme People's Court changed its judgment in this case, it gave three reasons:

First, the "Modern Chinese Dictionary" explains the pause as "indicating a pause between parallel words within a sentence. It is mainly used in "In the middle of parallel words or parallel shorter phrases." According to the above explanation, the two parties agreed in the "Repayment Agreement" that it "will take effect from the date of signature and sealing by both parties." There is a period between "signature" and "seal". The two words before and after the "stop" are parallel words, indicating that signature and seal are in a parallel relationship, and both are required to meet the agreed conditions. This is of course a semantic explanation.

Second, the two parties agreed in the "Repayment Agreement" signed that it "will take effect from the date of signature and sealing by both parties." There is a period between "signature" and "seal", which is consistent with Article 32 of the Contract Law: "If the parties conclude a contract in the form of a contract, the contract shall be established when both parties sign or seal" Not the same. This is a special agreement (expression of intention) between the parties.

Thirdly, judging from the content of the "Repayment Agreement" signed by both parties, it specifically set up a column for the official seal of both parties and the signature of the person in charge, and in the agreement, one party signed the signature of the person in charge. The name is also stamped with the company's seal, while the other party only has the signature of the legal representative without the company's seal.

According to Article 142 of the "General Principles of the Civil Law": "The interpretation of the opposite party's expression of intention should be based on the words and sentences used, combined with the relevant provisions, the nature and purpose of the behavior, and customs and the principle of good faith to determine the meaning of expression of intention. "There was no General Principles of Civil Law when this case occurred, but the judge in this case still correctly followed the principles of interpretation of expression of intention, or it can be said that it was the accumulation of practice in the interpretation of expression of intention similar to this case. , which led to the birth of this clause in the "General Principles of Civil Law".

Perhaps, the enlightenment of this case lies in the importance of paying attention to the details of the contract. Every paragraph, every word, and every punctuation mark in the contract is worthy of our careful consideration, otherwise the slightest difference may eventually lead to Leading to the consequences of missing a thousand miles. For both parties, the contract is a rule that takes precedence over the law.