During the performance of the buying and selling contract, if one party claims to terminate the contract with prices and policy impacts, how should one should be determined?

Recently, the Huashan Court has concluded a contract dispute together.

Retrospective

The original and defendants negotiated the procurement equipment and signed a memorandum, which agreed to related matters.When the equipment materials should be installed, the defendant has always refused to establish a formal contract on the grounds of rising prices. The plaintiff was forced to purchase the same equipment separately.The plaintiff believes that the defendant’s fundamental breach of contract was required to terminate the contract and compensate the losses, and the defendant believed that there was a major misunderstanding of the price validity period between the two parties, requesting the withdrawal of memo signed between the two parties.The two parties have their own words to make a lawsuit.

Judge

Judging from the contents of the memorandum signed by the plaintiff and the defendant, it has the characteristics of reservation contracts such as preparation, binding, and certainty, and constitutes an appointment contract.The contract is the true meaning of the two parties, which is legitimate and effective.The defendant refuses to fulfill the obligation to establish a supply and marketing contract agreed in the appointment contract and constitutes a breach of contract. The plaintiff requested that the appointment contract was evident, and the law was evident.Regarding the plaintiff’s request for the defendant’s compensation for losses, due to the default of the defendant, the liability for breach of contract should be assumed in accordance with the law. Combined with the agreement on the contract of the contract on the contract, the defendant should bear the corresponding liquidated damages as appropriate.

The commercial risk that both parties should consider when signing a contract should not constitute major misunderstandings in the sense of civil law.Therefore, the court shall not accept the letter of claim that the defendant’s request to withdraw the memorandum due to major misunderstandings.

Flower Law

During the performance of the sales contract, if one party refuses to continue performing due to prices and policy influences, should it be determined that it is a commercial risk?

“Business Risk”: The word is not a legal concept. It usually refers to the possibility of losses or other adverse effects caused by uncertainty in business activities, which is inherent.Judging whether it is a “business risk”, you can focus on the following two aspects:

First, whether the parties should have a certain foreseeable ability to generate risks.The direct manifestation of commercial risks is the loss caused by the rise and fall of prices to the contract parties.If the parties are the main body of certain industries, they should have foreseeable ability to float during the contract during the contract, and make corresponding arrangements in the contract in advance, otherwise they should bear the corresponding risks.

2. If the contract signed itself has the characteristics of “high risk and high yields”, the parties generally must not quote the termination of the contract or terminate the contract.

Law

Article 533 of the “People’s Republic of China” stipulates that after the contract is established, the basic conditions of the contract have undergone major changes that the parties cannot foresee when the contract is concluded and does not belong to business risks. Continue to fulfill the contract.Unfair parties that are affected by unfavorable affairs can re -negotiate with the other party; if negotiation cannot be negotiated within a reasonable period, the parties may ask the people’s court or arbitration agency to change or terminate the contract.

Article 584 stipulates that if the parties do not fulfill their contractual obligations or do not meet the contract obligations, if they cause the other party to lose, the amount of losses shall be equivalent to the losses caused by the breach of contract, including the benefits that can be obtained after the contract performance; howeverIt must not exceed the losses that may be caused by the breach of the contract when the contract is concluded or should be foreseen due to the possible losses caused by the breach of contract.