Key practical points:
• It clarifies when a contract is formed even without a formal signature (for example, by actual performance).
• It explains how breach of mandatory rules and public order affects a contract's validity.
• It details how ambiguous terms and pre-drafted standard terms are interpreted.
• It addresses liability for bad-faith negotiation before conclusion (pre-contractual liability).
• It clarifies how damages for breach are calculated and the limit of 'foreseeable loss'.
• It is a practical reference when drafting or litigating contracts in China.
💼 Contracts
SPC Interpretation on the General Part of the Contract Book · Yalla China
最高人民法院关于适用《民法典》合同编通则若干问题的解释 / SPC Interpretation on the General Part of the Contract Book
📝 Overview
A judicial interpretation (effective 5 December 2023) clarifying the general part of the Contract book: formation, validity, interpretation, performance and liability for breach. It is an important tool for understanding how courts actually decide contract disputes.
This is general information only, not legal advice. For your specific case, consult a licensed lawyer.
📜 The law text / key provisions
🕒 Updated: 16 March 2026