Help to see if there are any loopholes in this contract. 50

Although the third article is to tacitly accept that Party A will only sign when he receives the money, but Party B does not actually make the payment, if Party B wants to claim that Party A's signature is to receive the money, he must provide evidence, but it is obviously not in line with the facts. For the delivery of the subject matter by both parties on the date of signing, my personal feeling should be understood as the date on which the contract takes effect, otherwise it does not meet the purpose of writing it in this way. In this way, it is a conditional contract, and neither party has fulfilled its obligations, and the contract has not entered into force.

However, it is also said that it becomes effective when it is stamped or signed by both parties, which in itself is a contradictory contract.

Will there be a more professional lawyer above? Listen to the lawyer...

And not no, no, no, no, no, no.

1. Priority is given to agreement.

If there is any inconsistency between the content of the contract and the provisions of the law, it should first be clarified what the content of the agreement of the parties is, and the content of the contract should be determined in accordance with the agreement of the parties. If there is no agreement or the agreement is unclear, it shall be handled in accordance with the rules in the Contract Law. The reason is that the Contract Law is an arbitrary norm, that is, if the parties have an agreement, they should first follow the agreement, which is a general principle to fill the loopholes in the contract.

2. Distinguish the types of contracts according to the law.

If the contract signed by the two parties belongs to the type of contract specified in the sub-provisions of the Contract Law, such as a loan contract, a sales contract, a construction contract, etc., the contract is a well-known contract. Otherwise, the contract is nameless. There are differences in the rules for filling loopholes.

3. Negotiate and deal with it.

Because the Contract Law is an arbitrary norm, if the parties agree in the contract, they should first follow the agreement. That is, if the two parties reach an agreement on the contract loophole after negotiation, it will be dealt with in accordance with the agreement of both parties first. This is a general principle for filling loopholes in contracts.

4. According to custom or trading practice.

If the two parties do not reach an agreement after consultation, and the two parties have formed trading habits during the cooperation period, or there are industry rules and other conventions for such transaction types, then the content of the contract shall be determined in accordance with such customs or practices.

5. Handle it in accordance with relevant laws and regulations.

If the contract is a type of contract specified in the sub-provisions of the Contract Law, that is, a named contract, then the content of the contract can be determined in accordance with the provisions of the sub-provisions on such contracts;

If the contract is an anonymous contract, it can be dealt with with with the provisions on contracts in the General Provisions of the Contract Law or similar contracts in other laws.

6. If the content of the contract cannot be determined, it shall be handled in accordance with Article 1 of the Contract Law.

If the contract loophole cannot be filled by the above means, the final filling can be carried out in accordance with the provisions of Article 1 of the Contract Law.

1) On the issue of price or remuneration: determine the terms of the contract in accordance with the most unfavorable to the breaching party;

2) Determination of the place of performance of the contract: if one party to the contract needs to pay the currency, the party receiving the currency shall be the place of performance; If the subject matter of the contract is immovable property, the place of performance shall be the location of the immovable property; For other subject matter, the place of performance shall be the location of the party to perform the obligation as agreed in the contract.

3) Supplementation of the performance period; If the parties have not agreed on a time limit for performance or the agreement is unclear, the creditor may request the debtor to perform at any time after the advance notice is confirmed and the necessary time is left for preparation, and the debtor may also perform at any time.

4) Bearing of expenses: If the parties have not agreed on the expenses incurred in the performance or the agreement is unclear, such expenses shall be borne by the party performing the obligation.

Legal Analysis: The lack of a clause in a contract, i.e., a contractual loophole, refers to a contract that should stipulate something but does not stipulate it. There are three main reasons for this phenomenon:

1. The parties have not negotiated on non-essential points (usual-element), such as buying and selling household appliances without agreeing who will bear the freight. 2. Although the parties have negotiated on non-essential points, they have not reached an agreement, and they have agreed to stay in the hall to be agreed upon at a later date. For example, the contract for the transfer of state-owned land use rights stipulates that the time for the payment of the deposit shall be agreed separately.

3. Some clauses of the contract are invalid because they violate mandatory norms or social public interests and social morality.

Legal basis: Article 510 of the Civil Code of the People's Republic of China After the contract takes effect, if the parties have not agreed on the quality, price or remuneration, place of performance, etc., or the agreement is not clear, they may supplement it by agreement; If a supplementary agreement cannot be reached, it shall be determined in accordance with the relevant provisions of the contract or transaction customs.

To fill the loopholes in a well-known contract, the parties may negotiate and sign a supplementary agreement to modify and change the terms of the contract with loopholes, and if there are still loopholes after the change, it will be deemed that they have not been changed, and if the two parties fail to reach a supplementary agreement, it may be handled in accordance with the relevant terms of the contract or transaction customs.

1. What are the conditions required for the change of contract?

The following conditions are required for the contract change:

1. The original valid contractual relationship, the content of the original contractual relationship is changed by both parties through negotiation or legal provisions;

2. The modification of the contract shall occur through the judgment of the court or the ruling of the arbitration institution in accordance with the agreement of both parties or the provisions of the law, mainly as a result of the consensus of the two parties.

According to the relevant provisions of the Civil Code of the People's Republic of China, after the contract takes effect, if the parties have not agreed on the quality, price or remuneration, place of performance, etc., or the agreement is not clear, it may be supplemented by agreement; If a supplementary agreement cannot be reached, it shall be determined in accordance with the relevant provisions of the contract or transaction customs.

2. Whether the handwritten supplement on the contract is valid.

The handwritten supplement to the contract is confirmed by both parties to be valid.

Handwritten content that has not been signed and sealed by both parties for the supplementary part shall not be valid. Contracts established in accordance with law are protected by law, and after the contract takes effect, the parties must fully perform the agreed obligations in accordance with the provisions of the contract, and may not supplement or modify the contract without consensus, and shall not arbitrarily add additional obligations. After the contract takes effect, if the parties have not agreed on the quality, price or remuneration, place of performance, etc., or the agreement is not clear, they may supplement it by agreement; If a supplementary agreement cannot be reached, it shall be determined in accordance with the relevant provisions of the contract or transaction customs.

The parties may change the contract by consensus. Where the parties are not clear about the content of the contract modification, it is presumed that it has not been changed.

The parties may conclude a contract in written, oral or other forms. The written form is a form in which the contents of the contract, letter, telegram, telex, fax, etc. can be tangibly expressed.

3. Is amendment allowed in the contract?

Manual modification of the contract is permitted by mutual agreement between the parties. The modification of the contract content is an act of contract modification, which must be agreed upon by the parties to the contract through negotiation, and the agreement signed by both parties will be effective after the agreement is reached. In practical practice, it is advisable to sign a supplementary agreement, and the terms amended by the supplementary agreement should be indicated in the supplementary agreement.

Article 510 of the Civil Code.

After the contract takes effect, if the parties have not agreed on the quality, price or remuneration, place of performance, etc., or the agreement is not clear, they may supplement it by agreement; If a supplementary agreement cannot be reached, it shall be determined in accordance with the relevant provisions of the contract or transaction customs.

Article 511.

Where the parties have not agreed on the content of the relevant contract and it is still uncertain in accordance with the provisions of the preceding article, the following provisions shall apply: if the place of performance is unclear and the payment of currency is made, the performance shall be performed at the place where the party receiving the currency is located; If the immovable property is delivered, it shall be performed at the location where the immovable property is located; Other subject matter shall be performed at the location of the party performing the obligation.

Not long after I started working, the company arranged a project that required me to work overtime every day. Party A is always making endless demands. Later, when I didn't want to make any more changes, I went to Party A Theory.

However, Party A took out the contract and pointed to a clause: to meet all the requirements of the developer. He said it was stipulated in the contract.

So I went back to the company and asked my boss about the situation. As a result, it turned out that before signing the contract, Wu Ze had a salesperson who was about to leave. In order to complete the transaction and receive a commission, he agreed to various requests from Party A to sign the contract.

But he left his job immediately after successfully signing the contract. Since the project was so cumbersome, no one wanted to take on it. So the company recruited a few people to work on the project and handed it over to me.

After hearing these things, I felt very angry and disappointed. The owner assured me that he would try his best to solve the problem and gave a lot of nice words.

Eventually, when the client unit restarted work, I did my best to build a good relationship with the client and express my ideas and opinions with my heart to complete the project.

From then on, no matter what kind of contract you look at, you must carefully review it, read it repeatedly, and understand the meaning of each clause. If there is anything that you do not understand, you must ask the other party for an explanation or add a note to the end of the contract. As long as there are any conditions that are unfavorable to me, I will refuse to sign.

Sometimes a customer or a party may say that these terms are not useful, but just a formality. But I've never accepted that. If the contract needs to be amended, it must be amended; Otherwise, the contract cannot be signed.

If they want to go through the motions, then they have to do what I ask them to do.

Therefore, when reviewing contracts, we must be highly vigilant and carefully read the meaning of every word and provision. We can't afford to be in such a hurry and trust others that we ignore the importance of carefully reviewing the contract and signing it.

There is a big loophole, which is extremely detrimental to Party B and should be fixed.

A gift is a practical contract, and the donor (Party A, the company in this case) has the right to revoke the gift before the gift (the bonus in this case) is transferred to the donee (Party B in this case, the investor). The consequence of treating dividends as gifts is that as long as there are no dividends, the company can revoke the gift at any time and not pay dividends to investors.

The way to prevent risks is to delete the "gift" in brackets in the contract, and make it clear that Party B has the right to share dividends.

Don't equate dividends with gifts, otherwise Party B will suffer a big loss!

These are all standard contracts, and everyone has shown them to the lawyer, and there will be no loopholes.