发布时间 : 星期三 文章中华人民共和国合同法(总则)PRC Contract Law更新完毕开始阅读66e027070640be1e650e52ea551810a6f524c8b7
第四十二条当事人在订立合同过程中有下列情形之一，给对方造成损失的，应当承担损害赔偿责任：
Article 42 Pre-contract Liabilities
Where in the course of concluding a contract, a party engaged in any of the following conducts, thereby causing loss to the other party, it shall be liable for damages:
（一）假借订立合同，恶意进行磋商；
(i) negotiating in bad faith under the pretext of concluding a contract; （二）故意隐瞒与订立合同有关的重要事实或者提供虚假情况；
(ii) intentionally concealing a material fact relating to the conclusion of the contract or supplying false information;
（三）有其他违背诚实信用原则的行为。
(iii) any other conduct which violates the principle of good faith.
第四十三条当事人在订立合同过程中知悉的商业秘密，无论合同是否成立，不得泄露或者不正当地使用。泄露或者不正当地使用该商业秘密给对方造成损失的，应当承担损害赔偿责任。 Article 43 Trade Secrets, Liability for Disclosure or Improper Use
A party may not disclose or improperly use any trade secret which it became aware of in the course of negotiating a contract, regardless of whether a contract is formed. If the party disclosed or improperly used such trade secret, thereby causing loss to the other party, it shall be liable for damages.
第三章 合同的效力
Chapter Three: Validity of Contracts
第四十四条依法成立的合同，自成立时生效。 Article 44 Effectiveness of Contract
A lawfully formed contract becomes effective upon its formation.
法律、行政法规规定应当办理批准、登记等手续生效的，依照其规定。
Where effectiveness of a contract is subject to any procedure such as approval or registration, etc. as required by a relevant law or administrative regulation, such provision applies.
第四十五条当事人对合同的效力可以约定附条件。附生效条件的合同，自条件成就时生效。附解除条件的合同，自条件成就时失效。
Article 45 Conditions Precedent, Conditions Subsequent, Improper Impairment or Facilitation The parties may prescribe that effectiveness of a contract be subject to certain conditions. A contract subject to a condition precedent becomes effective once such condition is satisfied. A contract subject to a condition subsequent is extinguished once such condition is satisfied.
当事人为自己的利益不正当地阻止条件成就的，视为条件已成就；不正当地促成条件成就的，视为条件不成就。
Where in order to further its own interests, a party improperly impaired the satisfaction of a
condition, the condition is deemed to have been satisfied; where a party improperly facilitated the satisfaction of a condition, the condition is deemed not to have been satisfied.
第四十六条当事人对合同的效力可以约定附期限。附生效期限的合同，自期限届至时生效。附终止期限的合同，自期限届满时失效。 Article 46 Contract Term
The parties may prescribe a term for a contract. A contract subject to a time of commencement becomes effective at such time. A contract subject to a time of expiration is extinguished at such time.
第四十七条限制民事行为能力人订立的合同，经法定代理人追认后，该合同有效，但纯获利益的合同或者与其年龄、智力、精神健康状况相适应而订立的合同，不必经法定代理人追认。 Article 47 Contract by Person with Limited Capacity
A contract concluded by a person with limited capacity for civil act is valid upon ratification by the legal agent thereof, provided that a contract from which such person accrues benefits only or the conclusion of which is appropriate for his age, intelligence or mental health does not require ratification by his legal agent.
相对人可以催告法定代理人在一个月内予以追认。法定代理人未作表示的，视为拒绝追认。合同被追认之前，善意相对人有撤销的权利。撤销应当以通知的方式作出。
The other party may demand that the legal agent ratify the contract within one month. If the legal agent fails to manifest his intention, he is deemed to have declined to ratify the contract. Prior to ratification of the contract, the other party in good faith is entitled to cancel the contract. Cancellation shall be effected by notification.
第四十八条行为人没有代理权、超越代理权或者代理权终止后以被代理人名义订立的合同，未经被代理人追认，对被代理人不发生效力，由行为人承担责任。 Article 48 Contract by Unauthorized Agent
Absent ratification by the principal, a contract concluded on his behalf by a person who lacked agency authority, who acted beyond his agency authority or whose agency authority was extinguished is not binding upon the principal unless ratified by him, and the person performing such act is liable.
相对人可以催告被代理人在一个月内予以追认。被代理人未作表示的，视为拒绝追认。合同被追认之前，善意相对人有撤销的权利。撤销应当以通知的方式作出。
The other party may demand that the principal ratify the contract within one month. Where the principal fails to manifest his intention, he is deemed to have declined to ratify the contract. Prior to ratification of the contract, the other party in good faith is entitled to cancel the contract. Cancellation shall be effected by notification.
第四十九条行为人没有代理权、超越代理权或者代理权终止后以被代理人名义订立合同，相对人有理由相信行为人有代理权的，该代理行为有效。 Article 49 Contract by Person with Apparent Agency Authority
Where the person lacking agency authority, acting beyond his agency authority, or whose agency
authority was extinguished concluded a contract in the name of the principal, if it was reasonable for the other party to believe that the person performing the act had agency authority, such act of agency is valid.
第五十条法人或者其他组织的法定代表人、负责人超越权限订立的合同，除相对人知道或者应当知道其超越权限的以外，该代表行为有效。 Article 50 Contract Executed by Legal Representative
Where the legal representative or the person-in-charge of a legal person or an organization of any other nature entered into a contract acting beyond his scope of authority, unless the other party knew or should have known that he was acting beyond his scope of authority, such act of representation is valid.
第五十一条无处分权的人处分他人财产，经权利人追认或者无处分权的人订立合同后取得处分权的，该合同有效。
Article 51 Unauthorized Disposal of Property through Contract
Where a piece of property belonging to another person was disposed of by a person without the power to do so, such contract is nevertheless valid once the person with the power to its disposal has ratified the contract, or if the person lacking the power to dispose of it when the contract was concluded has subsequently acquired such power.
第五十二条有下列情形之一的，合同无效： Article 52 Invalidating Circumstances
A contract is invalid in any of the following circumstances:
（一）一方以欺诈、胁迫的手段订立合同，损害国家利益；
(i) One party induced conclusion of the contract through fraud or duress, thereby harming the interests of the state;
（二）恶意串通，损害国家、集体或者第三人利益；
(ii) The parties colluded in bad faith, thereby harming the interests of the state, the collective or any third party;
（三）以合法形式掩盖非法目的；
(iii) The parties intended to conceal an illegal purpose under the guise of a legitimate transaction; （四）损害社会公共利益；
(iv) The contract harms public interests;
（五）违反法律、行政法规的强制性规定。
(v) The contract violates a mandatory provision of any law or administrative regulation.
第五十三条合同中的下列免责条款无效：
Article 53 Invalidity of Certain Exculpatory Provisions
The following exculpatory provisions in a contract are invalid: （一）造成对方人身伤害的；
(i) excluding one party's liability for personal injury caused to the other party; （二）因故意或者重大过失造成对方财产损失的。
(ii) excluding one party's liability for property loss caused to the other party by its intentional misconduct or gross negligence.
第五十四条下列合同，当事人一方有权请求人民法院或者仲裁机构变更或者撤销： Article 54 Contract Subject to Amendment or Cancellation
Either of the parties may petition the People's Court or an arbitration institution for amendment or cancellation of a contract if: （一）因重大误解订立的；
(i) the contract was concluded due to a material mistake; （二）在订立合同时显失公平的。
(ii) the contract was grossly unconscionable at the time of its conclusion.
一方以欺诈、胁迫的手段或者乘人之危，使对方在违背真实意思的情况下订立的合同，受损害方有权请求人民法院或者仲裁机构变更或者撤销。
If a party induced the other party to enter into a contract against its true intention by fraud or duress, or by taking advantage of the other party's hardship, the aggrieved party is entitled to petition the People's Court or an arbitration institution for amendment or cancellation of the contract.
当事人请求变更的，人民法院或者仲裁机构不得撤销。
Where a party petitions for amendment of the contract, the People's Court or arbitration institution may not cancel the contract instead.
第五十五条有下列情形之一的，撤销权消灭： Article 55 Extinguishment of Cancellation Right
A party's cancellation right is extinguished in any of the following circumstances:
（一）具有撤销权的当事人自知道或者应当知道撤销事由之日起一年内没有行使撤销权； (i) It fails to exercise the cancellation right within one year, commencing on the date when the party knew or should have known the cause for the cancellation;
（二）具有撤销权的当事人知道撤销事由后明确表示或者以自己的行为放弃撤销权。
(ii) Upon becoming aware of the cause for cancellation, it waives the cancellation right by express statement or by conduct.
第五十六条无效的合同或者被撤销的合同自始没有法律约束力。合同部分无效，不影响其他部分效力的，其他部分仍然有效。
Article 56 Effect of Invalidation or Cancellation, Partial Invalidation or Cancellation
An invalid or canceled contract is not legally binding ab initio. Where a contract is partially invalid, and the validity of the remaining provisions thereof is not affected as a result, the remaining provisions are nevertheless valid.
第五十七条合同无效、被撤销或者终止的，不影响合同中独立存在的有关解决争议方法的条款的效力。
Article 57 Independence of Dispute Resolution Provision
The invalidation, cancellation or discharge of a contract does not impair the validity of the contract provision concerning the method of dispute resolution, which exists independently in the contract.