The relationship between the supplementary contract and the original contract, and the relationship

The supplementary agreement is a subordinate contract to the main contract, and the supplementary contract is established by attaching to the main contract, and without the main contract, the supplementary contract will not be generated, which is the basic relationship between the main contract and the supplementary contract.

Legal analysis

The supplementary contract exists as a dependency on the main contract, and the supplementary contract cannot add too many new provisions to the main contract. The supplementary agreement makes major supplementary modifications to the substantive elements of the main contract, and these additions and modifications have met the requirements of contract variation, which should be called contract variation. In the event of a contradiction between the provisions of the supplementary contract and the provisions of the main contract, the agreed terms shall prevail after the time limit.

The agreement that comes later is actually a revision of the original agreement of the main contract, which is the essence and substance of the supplementary contract. If the original terms of the main contract are still enforced, the meaning of the existence of the supplementary contract will be lost. The parties to the supplementary agreement shall be strictly consistent with the parties to the original contract.

The supplementary agreement should be in the same complete form as the original contract. Strictly prevent conflicts with the original contract. As long as it does not violate the prohibitions and restrictive provisions of the law, fully respects the autonomy of the parties, and the content of the agreement is legal and valid, the supplementary agreement has the same effect as the main contract.

In the event of a conflict between the supplementary agreement and the main contract, it shall be deemed to be a modification or cancellation of the main contract, which shall be more effective than the main contract. That is, if the terms of the supplementary contract conflict with the main contract, the terms of the supplementary agreement shall take precedence. The parties need to clarify the scope of validity of the supplementary original contract in the supplementary agreement, and clarify whether the supplementary main contract will take effect within the original scope or be changed, and how it will be changed.

Legal basis

Civil Code of the People's Republic of China

Article 510: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 are not clear on the content of the relevant contract and cannot be determined in accordance with the provisions of the preceding article, the following provisions shall apply: (1) where the quality requirements are not clear, the performance shall be in accordance with the mandatory national standards; where there are no mandatory national standards, they shall be performed in accordance with the recommended national standards; If there is no recommended national standard, it shall be performed in accordance with the industry standard; Where there are no national standards or industry standards, they shall be performed in accordance with the usual standards or specific standards that meet the purpose of the contract. (2) If the price or remuneration is not clear, it shall be performed in accordance with the market ** of the place of performance at the time of conclusion of the contract; If the ** pricing or ** guide price shall be implemented in accordance with the law, it shall be performed in accordance with the provisions.

3) Where the place of performance is not clear, and the currency is paid, the place where the receiving 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. (4) If the time limit for performance is not clear, the debtor may perform at any time, and the creditor may also request performance at any time, but the other party shall be given the necessary time to prepare. (5) Where the method of performance is not clear, it shall be performed in a manner conducive to the realization of the purpose of the contract.

6) Where the burden of performance costs is not clear, the party performing the obligation shall bear the burden; The creditor shall bear the performance costs increased due to the creditor's reasons.

If the supplementary contract is approved by both parties, the content of the supplementary contract that is inconsistent with the original contract will be subject to the supplementary contract. If the original contract does not involve or involves the new determination of the supplementary contract, the supplementary contract shall also prevail.

The supplementary contract is an extension of the original contract and a supplement to the matters not specified in the original contract. Just as effective.

A supplementary contract means that the supplementary agreement and the formal contract have common legal benefits, but the main contract must be marked with an annex or a supplementary agreement with the same legal benefits.

1. What is the relationship between the supplementary agreement and the original contract?

1. The relationship between the original contract and the supplementary agreement is master-slave. The contract of the original contract is the main contract, and the supplementary agreement is the contract from the contract. A supplementary agreement is relative to an existing contract, and a supplementary agreement is to supplement the loopholes in an existing contract by agreement.

2. Legal basis: Article 501 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 terms of the contract or trading customs.

Article 469.

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.

Data messages that can be tangibly represented in electronic data interchange, e-mail, etc., and that can be accessed at any time shall be deemed to be in writing.

2. What is the law of supplementary contracts, such as high efficiency?

The legal effect of the supplementary contract is:

1. If the main contract is valid, the supplementary contract is concluded in accordance with the law, and the supplementary contract is valid;

2. In addition, if the supplementary contract can be performed independently, the invalidity of the main contract does not affect its validity, and the supplementary contract is also valid.

A supplementary agreement is an agreement reached by the parties without an agreement or with unclear agreement on the contents of the contract.

A supplementary agreement is relative to an existing contract, and a supplementary agreement is to supplement the loopholes in an existing contract by agreement.

Therefore, the relationship between the Yuanchang Merger Contract and the "Supplemental Agreement" is one of master and slave. The contract of the original contract is the main contract, and the "compensation and brother charging agreement" is the subordinate contract.

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, 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.

The relationship between the supplementary contract and the original contract, the supplementary agreement is a subordinate contract to the main contract, and the supplementary contract is established by attaching to the main contract, without the main contract, there will be no supplementary contract, which is the basic relationship between the main contract and the supplementary contract.

Relevant laws stipulate that after the contract is terminated, if it has not been performed, the performance shall be terminated; If it has been performed, according to the performance and the nature of the contract, the person concerned may request restitution or other remedial measures, and has the right to claim compensation for losses. If the contract is terminated due to breach of contract, the person with the right to terminate may request the breaching party to bear the liability for breach of contract, unless otherwise agreed by the parties. After the termination of the main contract, the guarantor shall still bear the guarantee liability for the civil liability that the debtor should bear, unless otherwise agreed in the guarantee contract.

The parties may agree that one party shall pay a deposit to the other party as security for the creditor's rights. The deposit contract is concluded when the deposit is actually paid. The amount of the deposit shall be agreed upon by the parties; However, it shall not exceed 20% of the amount of the subject matter of the main contract, and the excess part shall not have the effect of a deposit.

If the actual amount of the deposit is more or less than the agreed amount, it shall be deemed to have changed the agreed amount of the deposit.

Where the parties stipulate in the guarantee contract that the guarantor and the debtor shall be jointly and severally liable for the debt, it is a joint and several liability guarantee. In the event that the debtor of the joint and several liability guarantee fails to perform the debts due or the circumstances agreed upon by the parties occur, the creditor may request the debtor to perform the debts, and may also request the guarantor to assume the guarantee liability within the scope of the guarantee.

Legal basis

Civil Code of the People's Republic of China

Article 388:To establish a security interest, a security contract shall be concluded in accordance with the provisions of this Law and other laws. Guarantee contracts include mortgage contracts, pledge contracts and other contracts with security functions. The guarantee contract is a subordinate contract of the main creditor's rights and debts.

If the principal creditor's rights and debts contract is invalid, the guarantee contract shall be invalid, except as otherwise provided by law. After the guarantee contract is confirmed to be invalid, if the debtor, guarantor and creditor are at fault, they shall each bear the corresponding civil liability according to their fault.