—, Expression of Intent Theory

Civil law takes the autonomy of private law as its concept.

The so-called private law autonomy means that civil subjects can independently form rights and obligations in private law according to their will. The autonomy of private law is reflected in the freedom of ownership, freedom of testament and freedom of contract. Legal behavior is a tool to realize the autonomy of private law.

The so-called legal act refers to the legal fact that takes expression of intention as an element and produces certain private law effects based on the expression of intention.

The so-called expression of intention refers to the external behavior of expressing the inner intention to produce certain private legal effects.

Expression of intention is an element of legal acts. Without expression of intention, there is no legal act.

Unilateral legal acts (such as wills, donations, etc.) only require one expression of intention to be established. The legal act (contract) of both parties requires two corresponding expressions of intention to be established.

Multi-party legal acts (such as agreements to establish a company, partnership agreements) require two or more parallel expressions of intention to be established; resolutions (such as resolutions of shareholders' meetings) require multiple expressions of intention to comply with the rules of procedure and The voting procedure can only be established if complete agreement or majority agreement is reached.

The elaboration of the legal behavior system starts with the theory of expression of intention.

(1) Elements of expression of intention

1. Elements of expression of intention.

① The elements of expression of intention refer to the factors that are indispensable for the expression of intention. It is the standard for judging whether there is an expression of intention. If one element is missing, there is no expression of meaning.

② There are two elements of expression of meaning: first, inner meaning; second, expression of behavior.

③ Inner meaning includes:

First, behavioral meaning (consciousness of intentional expression controlled by will);

Second, expressed meaning (knowledge) Awareness that one’s expression has civil law meaning);

Thirdly, effect meaning (the intention to produce specific civil law effects through expression).

2. Lack of behavioral intention and no expression of intention.

Lack of behavioral meaning and no expression of intention. For example, actions during sleep, words under hypnosis, nerve reflex actions, actions when being physically forced (being forced by others to sign a contract, taking fingerprints), etc., all lack behavioral intention and do not constitute an expression of intention.

It should be noted that if an act is performed due to mental coercion (such as a commitment due to coercion), the intention to act can still be established, but the established expression of intention can be revoked.

3. There is a lack of expression of intention, and it must be explained to determine whether it is an expression of intention.

If there is an expression of intention by the counterparty, and the expressor can prove that he or she lacks inner (subjective) intention when making the expression, is this expression of intention established? The answer is: At this time, the interpretation must be based on the rules for interpretation of expressions of intention (Article 142 of the Civil Code) and the conclusion must be reached. Specifically, there are two situations

① Principle. Adopt "representationism (objectivism)".

(a) If a (hypothetical) rational and prudent recipient, after exercising reasonable care in the transaction, has reason to believe that the expressor has the intention to express the intention, the expression of intention is established, but the expressor can claim by analogy. Major misunderstandings apply and the established expression of intention is revoked;

(b) If a (hypothetical) rational and prudent recipient, after exercising reasonable care in the transaction, should consider that the expressor has no intention to express, The expression of intention is not established.

② Exceptions. Adopt "meaningism (subjectivism)".

If the counterparty (receiver) knows that the expressor lacks intention, or if the counterparty (receiver) does not know that the expressor lacks intention, it is attributable (failure to fulfill the transaction). (duty of reasonable care), the inner meaning of the expressive person that can be proved shall prevail. If there is no expression of intention, the expression of intention cannot be established.

It can be seen that sometimes, whether the expression of intention is established or not can only be determined by interpreting it according to the rules of interpretation of expression of intention.

4. It lacks effective meaning and must be explained to determine whether it is an expression of intention.

If there is an expression of intention by a counterparty, and the person expresses the intention can prove that he or she lacks effective meaning in his heart (subjectively) when making the expression, is this expression of intention established? Similarly, interpretation must be carried out in accordance with the rules for interpretation of expressions of intention (Article 142 of the Civil Code) (in principle, "expressionism" is adopted, and in exceptions, "intentionism" is adopted) to determine whether an expression of intention is established and what kind of expression of intention is established. .

① If the interpretation rules for expression of intention are followed, the expression will also be interpreted as not containing effect meaning, and the expression of intention will not be established.

② If according to the rules for interpretation of expressions of intention, the expression is interpreted as containing effective meaning, the expression of intention is still established, but the person expressing the intention can claim to apply major misunderstandings by analogy to revoke the established expression of intention, but it must be done to the counterparty Bear liability for contracting negligence.

③ Moreover, if the expressive person has the effectual meaning of content A in his mind, but according to the rules of interpretation of expressions of meaning, the expression is interpreted as the effectual meaning of content B, then it is established that the content of the expression is B. If the expression of intention meets the requirements for a major misunderstanding, the person expressing the intention may revoke the expression of intention with B as the content due to a major misunderstanding.

5. The carrier (method) that expresses behavior.

Expression behavior refers to the way in which a person expresses his or her inner thoughts, and is an external factor in the expression of meaning. "It is not the pure inner meaning that can cause legal consequences, but the expressed meaning." The carriers (methods) of expressing behavior include three categories: express, tacit and silent.

① Express. Refers to the clear expression of meaning in language (including flag language, mute language, etc.) or text (including Chinese and foreign languages). If the law stipulates that an expression of intention must be made expressly, it can only be made expressly.

② Inspiration. It refers to inferring the content of the expression of intention from the specific positive actions performed by the expressive person (inferring the expression of intention through "inferred actions"). For example, setting up a vending machine (in stock and without mechanical failure) implies an offer to buy or sell; inserting coins into a vending machine implies a commitment to buy or sell. Another example: When a bus arrives at the station, it implies an offer to enter into a passenger transport contract; when passengers get on the bus, it implies a commitment.

③ Silence. Silence (Omission) means "simple inaction". Silence, in principle, does not constitute an expression of intention. However, Article 140, paragraph 2, of the Civil Code provides for exceptions. Paragraph 2 of Article 140 of the "Civil Code" stipulates: "Silence can only be regarded as an expression of intention when there is a legal provision, an agreement between the parties, or it is consistent with the transaction habits between the parties."

6. Simple Silence is regarded as an expression of intention in several civil law provisions.

① According to Article 145 of the Civil Code, the validity of a contract that a person with limited capacity for civil conduct cannot independently conclude according to law is yet to be determined. The counterparty may urge the legal agent to ratify the decision within thirty days from the date of receipt of the notice. If the legal representative fails to make any representation, it shall be deemed as a refusal to ratify.

② According to Article 171 of the Civil Code, the validity of a contract concluded by an agent without authority in the narrow sense is yet to be determined. The counterparty may urge the principal to ratify it within thirty days from the date of receipt of the notice. If the principal fails to make any representation, it shall be deemed as a refusal to ratify.

③ Paragraph 1 of Article 638 of the Civil Code stipulates: “The buyer of a trial sale may purchase the subject matter during the trial period, or may refuse to purchase it. Upon expiration of the trial period, the buyer shall decide whether If the subject matter of purchase is not expressed, it shall be deemed to be a purchase. ”

④ Article 718 of the Civil Code stipulates: “The lessor knew or should have known that the lessee was subletting, but did not propose it within six months. If there is any objection, the lessor shall be deemed to have agreed to the sublease. ”

⑤ Article 1124, paragraph 1, of the Civil Code stipulates: “After the inheritance begins, if the heir abandons the inheritance, he shall give it in writing before the estate is disposed of. If there is no expression, the inheritance shall be deemed to have been accepted.” ⑥ Paragraph 2 of Article 1124 of the Civil Code stipulates: “The legatee shall within sixty days after learning of the inheritance. , to express acceptance or renunciation of the bequest; if there is no expression at the expiration date, it shall be deemed to be a renunciation of the bequest.”

(2) Types of expressions of intention

1. No counterpart. Expression of intention and expression of intention by the counterparty (distinguishing criterion: whether acceptance is required).

① An expression of intention without a counterpart (also known as an expression of intention that does not need to be received) refers to an expression of intention that does not need to be made to others. For example: wills, donations, abandonment of movable ownership, and voting.

② An expression of intention with a counterpart (also known as an expression of intention that needs to be received) refers to an expression of intention that needs to be made to another person (the recipient). For example: offer, commitment (with the exception of commitments made in the form of "realization of intention" stipulated in Article 480 of the Civil Code), contract cancellation, offset, debt relief, abandonment of mortgage rights, abandonment of pledge rights, etc.

2. Dialogue expression and non-dialogue expression (distinguishing criterion: whether the recipient can receive the message simultaneously).

① The expression of intention in a conversation (also known as the expression of intention to those present) refers to the expression of intention that can be received simultaneously by the opposite person (representing the recipient) after the other person's expression of intention is made. For example: express your intention through face-to-face interviews, phone calls, online QQ chats between both parties, and video calls. Another example: Submit the written expression of intention to the other party in person.

② Non-conversational expression of intention (also known as expression of intention to those who are not present) refers to an expression of intention that cannot be received simultaneously by the opposite person (representing the recipient) after the opposite person's expression of intention is made. . For example: conveying messages through messengers, writing letters, sending telegrams, and sending e-mails as expressions of intention.

(3) Rules for the validity of expression of intention

1. The concept of validity of expression of intention.

The effective expression of intention means that the expression of intention made by the expressor is interpreted in accordance with the rules for interpretation of expressions of intention, and has legal effects (formal binding force and substantive binding force) according to the content determined by the interpretation. The time when the expression of intention takes effect is affected by two factors:

The first factor is the type of expression of intention (the time when the expression of intention takes effect is different between the expression of intention without a counterpart and the expression of intention with a counterpart; dialogue The expression of intention takes effect at a different time than the expression of intention without dialogue);

The second factor is the form (carrier) of the expression of intention (oral form, ordinary written form, data message written form, announcement form means that the time point of taking effect is different).

2. The point at which the expression of intention without counterpart takes effect.

(1) Legal provisions. Article 138 of the "Civil Code" stipulates: "If there is no expression of intention by the counterparty, the expression will take effect when it is completed. If the law provides otherwise, it shall prevail."

(2) Regulatory content.

① Principle: If there is no expression of intention by the counterparty (such as a donation to establish a donor legal person, or the abandonment of ownership of movable property), the expression takes effect when it is completed (that is, when it is "made"). The so-called "composition" refers to the final expression of the meaning in a recognizable way. In other words, the inner meaning is externally formalized.

②Exception: If the law provides otherwise, such provisions shall prevail. If the will is a posthumous act, it is established when it is made in a statutory manner (it does not need to be made), but it must not take effect until the death of the testator.

3. The point when the counterpart’s expression of intention takes effect.

(1) Legal provisions.

① Paragraph 1 of Article 137 of the Civil Code stipulates: “An expression of intention made in a conversational manner shall take effect when the counterparty knows its content.

Article 137 of the Civil Code Paragraph 2 of the article stipulates: “An expression of intention made in a non-dialogue manner shall take effect when it reaches the counterparty. An expression of intention in the form of a data message made in a non-conversational manner. If the counterparty designates a specific system to receive the data message, the data message will take effect when the data message enters the specific system; if the specific system is not designated, the counterparty knows or should know that the data message enters the system. It takes effect on the system. If the parties have other agreements on the effective time of the expression of intention in the form of data messages, such agreement shall prevail. ”

②Article 139 of the Civil Code stipulates: “An expression of intention made in the form of an announcement shall take effect when the announcement is made. ”

(2) Normative content.

①Understanding doctrine. An expression of meaning made in a “conversational manner” takes effect when the counterpart knows its content. “Knowing” means “understanding” , means that the expressive person expresses his meaning in a way that the counterpart can generally understand. Under normal circumstances, it is enough to think that the counterpart has understood his meaning; when the counterpart has objective obstacles (such as deafness, does not understand foreign languages ??and has legitimate reasons), the counterpart can use It shall prevail when the person actually understands the meaning.

② Reach doctrine. The expression of meaning made in a "non-conversational manner" (verbal communication through a messenger) takes effect when it "reaches" the opposite person. /p>

Expressions of intention made in "non-conversational ways" and "written forms other than data messages" (letters, delivery contracts, etc.) will take effect when they "reach" the counterparty.

Expressions of intention made in "non-conversational ways" and "in written form of data messages" shall take effect when they "reach" the counterparty, unless otherwise agreed upon by the parties.

(a) Designation of the counterparty. If a specific system receives a data message, the data message will take effect when it enters the specific system ("objective arrival doctrine");

(b) If a specific system is not specified, the counterparty knows or should know that the data message enters It takes effect when the system is in effect ("subjective arrival doctrine").

③Making doctrine. Expression of intention by the counterparty in the form of announcement (such as issuing a reward advertisement; another example is making it in a commercial advertisement that meets the offer conditions). Offer to enter into a contract), effective when the announcement is published

Special reminder: The arrival of the counterparty’s expression of intent conveyed through the messenger:

The counterparty’s expression of intent conveyed through the messenger. , is an expression of intention made by the counterpart in a non-conversational manner, and takes effect when it "reaches" the counterpart (recipient). However, the criterion for judging whether it has arrived is because the messenger is the "expressing messenger" and the "receiving messenger".

① If the messenger is an "expressing messenger", it must mean that the messenger "actually conveys" the intention to the counterparty (the recipient), and the intention is expressed. Effective.

② The recipient. If the messenger is a "receiver", after expressing his intention to the recipient, "the recipient can be expected to convey the expression of intention" to the counterparty (the recipient). ), it means arrival, and the expression of intention takes effect.

Indicates the messenger and the recipient:

(1) Indicates the messenger.

①Only means the messenger. The messenger has the authority to express the intention but does not accept the authority to express the intention for the counterpart.

②In principle, the messenger should be regarded as the messenger.

(2) Receiving envoy.

①A messenger who has the authority to express intention to receive for the counterparty is the receiving envoy.

②The envoy can only be deemed to be a recipient under the following exceptions. Accepting the envoy:

(a) The counterparty has expressly or implicitly granted the envoy the authority to receive the expression of intent;

(b) The counterparty has not granted the envoy the authority to receive the expression of intent. , but according to the transaction concept, the messenger has the authority to receive the expression of intention, for example, the messenger is the spouse, housekeeper, secretary, etc. of the counterparty (recipient).

Special reminder: "making" with the counterpart's expression of intention:

With the counterpart's expression of intention, it often goes through the four stages of creation, making, reaching and understanding. The stage at which the expression of intention takes effect depends on the type and form of the expression of intention, as mentioned above. And the expression of intention by the counterparty is of great significance.

The so-called "making", also known as "sending", means that the expressor should make the expression of intention move in the direction of the recipient, and can expect that the expression of intention will reach the recipient under normal circumstances. "zuo", which expresses the intention of the counterparty, has the following legal meaning.

①The expression of intention by the counterparty cannot take effect unless it is made. If there is a counterparty's expression of intention, it will not be effective even if the counterparty's expression of intention has reached the counterparty (for some reason) or the counterparty has understood (for some reason) the content of the intention. .

②Whether the person expressing the intention has the right, ability and corresponding behavioral capacity shall be determined based on the situation at the time when the expression of intention is made. Therefore, according to the General Theory, if the expressor dies, loses his or her capacity to act, or has his capacity to act restricted after the expression of intention is made, the validity of the expression of intention will not be affected by this.

③Whether there is a major misunderstanding, unfairness, fraud, coercion or other defects in the expression of intention shall be determined based on the situation at the time when the expression of intention is made.

4. Special rules for the validity of expressions of intention.

① The expression of intention made by a counterparty to a person without capacity for civil conduct becomes effective when it reaches or is understood by his legal agent.

② In principle, the expression of intention made by a counterparty to a person with limited capacity for civil conduct shall take effect when it reaches or is understood by his legal representative; however, the expression of intention shall be If a person with limited capacity for civil conduct obtains purely legal benefits that are commensurate with his or her capacity for civil conduct, or his legal representative agrees in advance, the expression of intention becomes effective when the person with limited capacity for civil conduct reaches or is informed by the person with limited capacity for civil conduct.

③The expression of intention of the counterparty made to the agent of the counterparty (recipient) shall take effect when it reaches the agent or becomes known to the agent (the agent does not need to convey it to the principal) ).

5. Withdrawal of expression of intention.

(1) Legal provisions. Article 141 of the Civil Code stipulates: "The actor may withdraw the expression of intention. The notice of withdrawal of the expression of intention shall arrive at the opposite party before the expression of intention reaches the counterparty or at the same time as the expression of intention."

(2) Understanding .

① If the expressive intention of the counterparty is made in a non-dialogue manner, after it is made but before it is received, the expression of intention has not yet taken effect, and if the expressor regrets it, it can be withdrawn and prevented from taking effect. However, there are two requirements:

(a) Notice of withdrawal;

(b) Notice of withdrawal of expression of intention must be "before" or "simultaneously" with the expression of intention arrive.

②If the expression of intention is withdrawn, the expression of intention will no longer be valid.

(4) Interpretation of expression of intention

Article 142 of the Civil Code

① Paragraph 1 of Article 142 of the Civil Code stipulates: “There are The interpretation of the counterparty’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, customs and the principle of good faith, to determine the meaning of the expression of intention. ”

②Article 2 of the Civil Code. Paragraph 2 of Article 142 stipulates: "The interpretation of an expression of intention without a counterpart cannot be strictly limited to the words used, but should be combined with relevant provisions, the nature and purpose of the behavior, customs and the principle of good faith to determine the true meaning of the actor."

1. Overview.

The expressive person causes specific civil law effects through the expression of intention contained in the legal act. The inner legal meaning of the ideologue is reflected in the external form of expression. The interpretation of meaning is the process of understanding (interpreting) the normative meaning of meaning. Article 142 of the Civil Code stipulates two types of rules for the interpretation of expressions of intention.

①First, the principle of meaning representation interpretation (i.e., "the interpretation principle of moderate representationism"). It determines the direction of interpretation of meaning.

②Second, the method of interpretation of meaning (literal interpretation, system interpretation, purpose interpretation, customary interpretation, historical interpretation, integrity interpretation, etc.). They determine the specific content of the expression of meaning.

2. Principles of interpretation of meaning.

Expression of intention, when the provable "internal meaning" of the person expressing the intention is inconsistent with the "objective meaning of the external expression", whether the expression of intention produces legal effects according to the internal meaning or the objective meaning of the external expression , is the core issue in the interpretation of meaning. In this regard, there is a distinction between "meaningism" and "expressionism".

①Meanism. If the interpretation is based on the interests of the expressive person, the content of the expressed meaning shall be based on the expressive person's inner true meaning. This kind of interpretation is called meaningism (subjectivism, natural interpretation). At this time, the priority protection is the expressive person's. Meaning autonomy.

②Representationism. If the interpretation is based on the interests of the recipient of the expression of intention, the content of the expression of intention shall be subject to the normative content of the external expression of the expressive person (it does not need to be consistent with the inner true meaning of the expressive person). This interpretation is called expressionism (objective Doctrine, normative interpretation), at this time, what is protected first is the reasonable trust of the recipient of the intention.

3. The explanatory principle of "moderate representationalism".

As for the principle of interpretation of expression of intention, Article 142 of the Civil Code establishes the principle of interpretation of “moderate expressionism”.

That is to say, "attributability" should be considered, different situations should be considered, and the direction of interpretation should be determined based on the interests that should be given priority to be protected in specific situations.

① In principle, "expressionism" is adopted, and the expression of intention produces legal effects (takes effect) in accordance with the content that the (hypothetical) rational and prudent recipient can reasonably trust.

② In exceptional cases, the "intentional doctrine" is adopted, and the expression of intention has legal effects (effectiveness) according to the true inner intention of the person who expresses the intention that can be proved.

4. Adopt exceptions to meaningism.

According to the interpretation principle of "moderate expressionism", the following two types of situations are expressionism. That is to say, the expression of meaning produces legal effects according to the ascertained (provable) inner true meaning of the person expressing the intention, rather than according to the objective meaning of the external expression.

① The first category adopts the interpretation of “no expression of intention by the counterparty” (such as a will, the act of donating to establish a donation legal person, and the abandonment of ownership of movable property). In such a situation, there is no one else who needs protection except the intended person. For example, the reliance placed by the persons contemplated in the will (heirs, legatees) on the contents of the will does not deserve protection. Therefore, when the inner meaning of the testator is inconsistent with the external expression of the will, the content of the will shall be subject to the inner meaning of the testator.

② The second category, "There is an expression of intention by the counterparty". According to the circumstances of the case, when the counterparty of the expression of intention exceptionally "does not need" or "is not worthy" of protection, the doctrine of intent is adopted. This includes two situations.

(a) Although the inner meaning is inconsistent with the external expression, the recipient of the expression of intention "knows" the true meaning of the expressor. At this time, the recipient will not have any doubts about the meaning of the external expression. Trust does not “need” to be protected.

(b) Although the inner meaning is inconsistent with the external expression, and the recipient does not know the inner meaning of the expressive person, the recipient should know the inner meaning of the expressive person after exercising reasonable care in the transaction. The true meaning (i.e. "should know but do not know"), at this time, the recipient's reliance on the external expression is "not worthy" of protection.

5. In principle, expressionism is adopted for explanations that involve the relative expression of meaning.

① According to the interpretation principle of "moderate expressionism", in principle, the interpretation of "relative to the person's meaning" adopts "expressionism", that is, the objective expression of the person's inner true meaning and external expression. If the meaning is inconsistent, the legal effect will be based on "the content that the (hypothetical) rational and prudent recipient has reason to rely on after exercising reasonable care in the transaction."

② It is said that "there is an expression of intention by the counterparty". When the inner true meaning of the expressive person is inconsistent with the objective meaning of the external expression, if the recipient does not enjoy other rights except the external expression itself, Interpretation of information (if the recipient does not know the true meaning of the expressor), the recipient can only infer the expressor's meaning from the external expression (he must rely on the content of the external expression). In this way, the recipient's reasonable reliance on the objective meaning of the external expression should be protected prior to the inner true meaning of the expressor, and the content of the expression of intention is determined to be: what the recipient understands after fulfilling his duty of care in a reasonable transaction. The content of the external expression, rather than the inner true meaning of the expressive person (note: at this time, the hypothetical "perspective of the rational recipient" is used. The actual understanding of the specific recipient is not important. What is important is that generally What will be the understanding of a reasonable person in the recipient's position?)

Interpretation principles and imputability of "moderate expressionism":

①Article 142 of the Civil Code. The internal rationale of the explanatory principle of "moderate expressionism" can be further explained through the "imputability" rule in German academic theory. Therefore, here is a brief introduction to the attribution of “imputability” to deepen the understanding of the “moderate representationalist interpretation principle”.

②The meaning of "accountability": The person expressing intention is obliged to exercise reasonable care in the transaction and express his true intention in a clear and accurate manner; the recipient of the expression of intention is also obliged to exercise due care. Reasonable care in transactions, and the understanding required by a rational recipient to understand the content of the expression (in other words, the recipient cannot simply believe the literal meaning of the expression, he should also act in accordance with the principle of good faith, Consider and analyze all possible meaningful situations that he should be aware of, and study the meaning that the ideologue wants to express). Any party that violates this obligation is attributable to the violation and will bear consequences that are detrimental to itself in terms of interpretation of the expression of intention.

③Example: A makes an offer to B, and B makes a valid commitment to A. After the contract is established, the two parties dispute the meaning of a clause in the contract. When interpreting this clause in accordance with "imputability", a hypothetical rational third party is asked to determine the meaning of A's expression from the perspective of B (the recipient of the expression of intention).

(a) If the understanding of a reasonable third party is consistent with A, then B is attributable and legal effects should be produced in accordance with A’s understanding;

(b) On the contrary, If a reasonable third party has the same understanding as B, then A is liable and the legal effect should be based on B's understanding.

6. Contract interpretation method (factors to be considered) stipulated in Article 466 of the Civil Code.

(1) Legal provisions.

① Paragraph 1 of Article 466 of the Civil Code stipulates: “If the parties have a dispute over their understanding of the terms of the contract, they shall determine the dispute in accordance with the provisions of Paragraph 1 of Article 142 of this Law. Meaning of Terms.

”

② Paragraph 2 of Article 466 of the Civil Code stipulates: “If the contract text is concluded in two or more languages ??and agreed to have the same effect, the words and phrases used in each text are presumed to have the same meaning. If the words and phrases used in each text are inconsistent, they shall be interpreted in accordance with the relevant terms, nature, purpose, and the principle of good faith of the contract. "

(2) Understanding.

Article 466 of the "Civil Code" stipulates some interpretation methods (factors to consider) for contract interpretation, which are governed by the "moderate expressionism interpretation principle" The specific interpretation methods below. Mainly include the following interpretation methods: 1. Overall interpretation refers to the mutual interpretation of each clause in the contract to determine the true meaning of each clause in the entire contract. /p>

②Purpose interpretation. This means that according to the rules of interpretation, when a certain clause has more than two meanings, the meaning that best suits the purpose of the contract should be chosen. Extension rule: A contract that has been established can be interpreted as having taken effect. , there is also the possibility of interpreting it as not taking effect, and it should be interpreted as having taken effect (such an interpretation is most consistent with the purpose of the parties entering into the contract)

③ There are two specific rules under fair interpretation that are worth emphasizing:

(a) When the terms of a contract (especially a gratuitous contract) have more than two meanings, the interpretation that is favorable to the debtor but not to the creditor should be adopted;

(b) The terms of the contract ( In particular, when a standard contract has two or more meanings, an interpretation that is unfavorable to the drafting party of the contract should be adopted (Article 498 of the Civil Code also stipulates that if a standard clause has more than two meanings according to its ordinary meaning, it should be interpreted unfavorably. Provide an explanation of the standard terms)

④ Explanation of transaction habits (including transaction precedents, also known as series transactions), especially when filling loopholes in contracts, transaction habits and transaction precedents are of great use.

⑤ Interpretation in good faith. It means that the contract should be interpreted according to the meaning that an honest and trustworthy person should understand. It is necessary to balance the interests of both parties and determine the content of the contract fairly and reasonably. For example: disputes over repayment time. If there is a dispute, it should be interpreted as meaning that the borrower is not allowed to knock on the door late at night to pay back the money. Another example is that if there is a dispute, the seller of the kitchen knife has the obligation to package it properly so that the buyer can bring it back safely. , should be interpreted as the doctor’s obligation not to reveal the patient’s privacy

Special reminder: Two specific rules in the overall interpretation method:

①Special terms take precedence over general terms. Rules. If two clauses in a legal act (contract) conflict with each other, the special clause shall take precedence over the general clause. ② The rules of the Civil Law shall prevail over the negotiation clause (non-standard clause). Article 498 of the Code clearly stipulates this. With a slight extension, there are also the following interpretation rules: In a standard contract, if there is a conflict between the handwritten, typewritten and printed contents, the handwritten version shall prevail over the typewritten and printed version. ;Typed is better than printed.