Civil Code: Manifestation of Intention

Civil Code: Manifestation of Intention

(These clauses are selected from The Civil Code of the People’s Republic of China translated and authored by Steve Li and Robert Zhang, international arbitration lawyers registered in Shanghai, China, and published by Kindle Unlimited. No reproduction is allowed unless authorized by the authors.)

Section 2 Manifestation of Intention

Article 137 A manifestation of intention made in the form of a dialogue shall become valid when it is known by the counterparty.

A manifestation of intention made in a non-dialogue form shall become valid when it reaches the counterparty. A manifestation of intention made by an electronic message and in a non-dialogue form shall become valid when it enters the specific system designated by the counterparty to receive the electronic message or when the counterparty knows or has reason to know that the electronic message has entered its system if no specific system is designated unless the parties agree otherwise on the effective time of such manifestation of intention.

Article 138 A manifestation of intention made without any counterparty shall become valid when it is made unless otherwise specified by law.

Article 139 A manifestation of intention made by public announcement shall become valid when the public announcement is issued.

Article 140 A manifestation of intention may be either express or implied.

No implied manifestation of intention shall be deemed valid unless it is made according to law, as agreed by the parties, or in line with the customs of trade between the parties.

Article 141 A manifestation of intention may be withdrawn; provided, however, that the notice of withdrawal shall be served on the counterparty before or at the same time as the manifestation of intention reaches the counterparty.

Article 142 A manifestation of intention made to a counterparty shall be interpreted closely in the context of the language used, taking into consideration the relevant clauses, the nature and purpose of the act, customs, and the principle of good faith, to determine the meaning of the intention manifested.

A manifestation of intention made without a counterparty shall be interpreted, rather than solely in the context of the language used, taking into consideration the relevant clauses, the nature and purpose of the act, customs, and the principle of good faith, to determine the true intention manifested.