BIZCHINA / Company laws

Contract Law of the People's Republic of China

Updated: 2006-04-17 10:00

The right of revocation shall be exercised within the scope of the creditor's right of the obligee. The necessary expenses caused to the obligee by exercising the right of revocation shall be borne by the obligor.

Article 75 The time limit for exercising the right of revocation shall be one year, commencing from the day when the obligee is aware or ought to be aware of the causes of revocation. If the right of revocation has not been exercised within five years from the day when the act of the obligor takes place, the right of revocation shall be extinguished.

Article 76 After a contract becomes effective, the parties may not reject to perform the obligations of the contract because of modification of the title or name of the parties, or change of the statutory representative, the responsible person or the executive person of the parties.

Chapter 5 Modification and Assignment of Contracts

Article 77 A contract may be modified if the parties reach a consensus through consultation.

If the laws or administrative regulations stipulate that a contract shall be modified through the procedures of approval or registration, such provisions shall be followed.

Article 78 If the contents of the modified contract agreed by the parties are unclear, it shall be presumed that the contract is not modified.

Article 79 The obligee may assign, wholly or in part, its rights under the contract to a third party, except for the following circumstances:

(1) The rights under the contract may not be assigned according to the character of the contract;
(2) The rights under the contract may not be assigned according to the agreement between the parties;
(3) The rights under the contract may not be assigned according to the provisions of the laws.

Article 80 An obligee assigning its rights shall notify the obligor. Without notifying the obligor, the assignment shall not become effective to the obligor. The notice of assignment of rights may not be revoked, unless the assignee agrees thereupon.

Article 81 If the obligee assigns is rights, the assignee shall acquire the collateral rights relating to the principal right, except that the collateral rights exclusively belong to the obligee.

Article 82 After the obligor receives the notice of assignment of the creditor's right, it may claim its demur in respect of the assignor to the assignee.

Article 83 When the obligor receives the notice of assignment of the creditor's rights, and the obligor has due creditor's rights to the assignor, and the creditor's rights of the obligor are due in priority to the assigned creditor's rights or due at the same time, the obligor may claim to offset each other to the assignee.

Article 84 If the obligor assigns its obligations, wholly or in part, to a third party, it shall obtain consent from the obligee first.

Article 85 If the obligor assigns its obligations to a third party, the new obligor may claim the demur belonging to the original obligor in respect of the obligee.


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