Research on the Recognition and Effectiveness of Pre-Contract Agreements

DOI: https://doi.org/10.62517/jel.202514307

Author(s)

Zhenli Mao*

Affiliation(s)

School of law, China Jiliang University, Hangzhou, Zhejiang, China *Corresponding Author

Abstract

Since its introduction into China, the pre-contract has played a positive role in stabilizing and encouraging transactions, and has been widely used in areas such as housing sales, housing leases, equity transfers, and private lending. The Civil Code promulgated in 2020 formally provided a legislative definition of the pre-contract. However, the existing provisions of the Civil Code are still insufficient to compensate for the many differences in the adjudication of disputes over pre-contracts in judicial practice. There are still many issues in the specific application of pre-contracts in practice, such as their identification and determination of validity. This article analyzes the current problems of pre-contracts by reviewing their legislative and judicial practices, and on the basis of comparing and analyzing relevant controversial views in academia, analyzes the feasibility of categorizing the validity issues of pre-contracts.

Keywords

Appointment Contract; Main Contract; Declaration of Intention; Legal Effect

References

[1] Shi Shangkuan. General Theory of Obligation Law. China University of Political Science and Law Press, 2000. [2] Ran Keping, Li Zhiyuan. Systematic Interpretation on the Validity and Remedies for Breach of Pre-contracts: Focusing on Articles 7 and 8 of the Judicial Interpretation of Contract Book. Journal of University of Chinese Academy of Social Sciences, 2025, 45(02): 67-87, 153-154, 157. [3] Hainan Jiabo Investment Development Co., Ltd. v. Zhang Xiaoxia, Haikou Nanchuan Industrial Co., Ltd., et al. (Equity Transfer Contract Dispute). Supreme People's Court (2011) Min Er Zhong No. 10 Civil Judgment. [4] Zeng Jianhua v. Guizhou Kangtai Real Estate Development Co., Ltd. (Pre-contract Dispute for Commodity Housing Sales). Supreme People's Court (2013) Min Shen No. 255 Civil Ruling. [5] Wang Zejian. Principles of Obligation Law. Beijing: Peking University Press, 2013. [6] Liu Chengwei. On the Hierarchical Structure of Pre-contracts. Legal Forum, 2013, 28(06): 33-39. [7] Wang RuiLin. Subjective Interpretation of Distinguishing and Connecting Pre-contracts and Principal Contracts: A Discussion with Objective Interpretation Theory. Political Science and Law, 2016(10): 151-160. [8] Chen Jin. Analysis on the Legal Effect of Letters of Intent. Law Science, 2007(10): 79-89. [9] Wang Liming. Research on Several Issues Regarding Pre-contracts: Commentary on Relevant Judicial Interpretations in China. Studies in Law and Business, 2014(1): 54-62. [10] Li Yongjun, YiJun. Contract Law. Beijing: China Legal Publishing House, 2009. [11] Li Hao. Codification of Pre-contractual Liability in German Law. Tsinghua Law Journal, 2010(2): 78. [12] Xie Hongfei. Theoretical Difficulties and Practical Solutions in Identifying Pre-contracts. Journal of National Prosecutors College, 2024, 32(1): 161-176. [13] Wang Zejian. Principles of Obligation Law. Beijing: Peking University Press, 2022. [14] Jiao Qinyang. Legal Structure and Validity Determination of Pre-contracts. Journal of Social Sciences, 2016(9): 101-109. [15] Shao Yilin. Research on Compulsory Performance Liability for Breach of Pre-contracts. Journal of Yibin University, 2025, 25(3): 39-48. [16] Huang Daoxiu. Civil Code of the Russian Federation (Full Translation). Beijing: Peking University Press, 2007. [17] Wang Aiqun. Civil Code of Japan. Beijing: Law Press, 2014. [18] Civil Division No. 2 of the Supreme People's Court. Understanding and Application of Judicial Interpretations on Sales Contracts by the Supreme People's Court. Beijing: People's Court Press, 2016.