The contract seal is stamped incorrectly, whether the contract is valid or not

The contract is stamped incorrectly, and the contract is invalid. The contract is formed when both parties sign or seal the contract, if the contract is stamped with the wrong seal, the contract will not be formed, so the contract has no effect.

Legal analysis

So whether the seal of the contract is valid after it has been altered. It depends on whether the alteration of the contract is through negotiation between the two parties and whether it is an alteration of important content. If the two parties have negotiated and it is not a change in the main content, and the modification is stamped with a proofreading seal or a fingerprint, it can have legal effect.

If the amended position is not confirmed by the signature of the parties to the contract, the amended part is invalid; However, the general invocation of the part of the contract does not affect the validity of other terms of the contract, unless that part is the main and key clause of the contract. The conditions under which the contract is valid, the meaning is genuine. The expression of intent is true refers to the fact that the expressive person, that is, the actor of the expression of intent, should truly reflect the effect of the expression of his inner meaning, that is, the internal will of the parties and the external intention are consistent, that is, it is true.

It does not violate the law or the public interest, and this element is specific to the purpose of the contract and the content of the contract. The purpose of a contract is to achieve the effect that the parties wish to achieve by entering into the contract. The content of the contract refers to the object to which the rights and obligations set forth in the contract are directed.

Even if all other requirements for the validity of a contract are met, the contract will be invalid because the purpose or content of the contract violates the law or the public interest.

Legal basis

Article 147 of the Civil Code of the People's Republic of China: The actor has the right to request that a people's court or arbitration institution revoke a civil juristic act based on a major misunderstanding.

Article 469 of the Civil Code of the People's Republic of China: When parties conclude a contract, they may use 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.

Civil Code of the People's Republic of China Article 143: Civil juristic acts that meet the following conditions are valid: (1) the actor has the corresponding capacity for civil conduct; (2) The expression of intent is true; (3) Do not violate the mandatory provisions of laws and administrative regulations, and do not violate public order and good customs.

It was suggested that it would be preferable to withdraw the re-engineering contract. However, if the main obligations of the contract have been actually fulfilled, the contents of the contract are valid for both parties.

Article 36 of the Contract Law Where laws and administrative regulations provide or the parties agree to conclude a contract in written form, and the parties do not use the written form but one party has performed its main obligations and the other party accepts it, the contract shall be established.

Article 37 Where a contract is concluded in the form of a written contract, and one of the parties has performed its main obligations and the other party accepts it before signing or affixing its seal, the contract shall be established.

Legal analysis: 1. After negotiation, the two parties jointly sign a termination contract, and after the original wrong contract is terminated, a new contract is signed with the correct signature.

2. If the other party to the contract does not agree to change the contract, then the wrong party can also take the initiative to withdraw the contract to the people's court, asking the court to revoke the wrong contract, and the rights and obligations agreed in the original contract will be terminated. However, it should be noted that the right of avoidance granted to the parties by law is only one year, from the time they knew or should have known that the contract had been wrong. Therefore, if the purchase and sale contract is stamped with the wrong seal, it is recommended to adjust it as soon as possible to avoid excessive losses.

Legal basis: Civil Code of the People's Republic of China

Article 119:Contracts established in accordance with law are legally binding on the parties.

Article 490:Where the parties conclude a contract in the form of a written contract, the contract shall be concluded when both parties sign, affix their seals or press their fingerprints. The contract is formed when one of the parties has fulfilled its main obligations and the other party accepts it before signing the name, stamping the seal or pressing the fingerprint.

The wrong contract seal does not mean that the contract is invalid, but the party at fault should negotiate with the other party as soon as possible to recover the erroneous contract in a timely manner. If the other party agrees, the parties can re-enter into a new contract with the correct contract stamp. If the other party does not agree, and the contract has not been performed, the party at fault cannot claim the corresponding contractual rights due to the error of the subject of the contract.

In other words, the contract cannot have the corresponding legal effect. However, according to Article 490 of China's Civil Code, even if the two parties have not yet stamped their seals, as long as one party has fulfilled the main obligations and the other party has accepted it, the contract has been established at this time.

Article 490 of the Civil Code of the People's Republic of China Where the parties conclude a contract in the form of a written contract, the contract shall be concluded when both parties sign, affix their seals or press their fingerprints. The contract is concluded when one of the parties has fulfilled its main obligations and the other party accepts it before signing the name, stamping or fingerprinting. When laws and administrative regulations stipulate or the parties agree that the contract shall be concluded in written form, and the parties do not use the written form but one party has performed its main obligations and the other party accepts it, the contract shall be established.

If the contract has been stamped and it is found that there is a mistake, it can be changed through negotiation with the other party. According to Chinese law, the parties may change the contract if they reach a consensus through negotiation. Where laws and administrative regulations stipulate that the modification of a contract shall go through formalities such as approval and promotion, follow those provisions.

Legal basisArticle 543 of the Civil Code provides that the parties may change the contract by consensus.