Establishment Of The Validity Of The Contract Responsibility

Signing a pre-incorporation contract is very common in Chinese market. A company is not an organization appears just before the company registration. In fact, one has to take a series of measure and fulfill much work if he or she wants to register a company, which shall have the capacity of corporation only after being registered. The period from the day articles of association being made to the success or failure of company registration is called pre-incorporation period. In order to satisfy such requirements, initiators and the pre-incorporation itself shall do a lot of work. On one hand, they may sign contract with others to purchase necessary materials, borrow money from banks, and so on; on the other, they may come to contracts to manufacture or sell products which they planned to sell after the company being registered. Both of these two kinds of contracts are known as pre-incorporation contract. To some extent, pre-incorporation contract is something necessary in market economy.However, though disputes arising from pre-incorporation contracts are more and more, China has little law to settle such disputes and many courts find there is no applicable law in the hearing of such cases. So, this thesis is trying to do some research in the validity and liability of pre-incorporation contract, with some research findings and the actual circumstances of China being considered.Except the preface and the conclusion, this thesis consists of four chapters.Chapter one discusses the concept and the period in which pre-incorporation contract exists after the introduction of two classical cases in relation with pre-incorporation contracts, then introduces some problems perplexing Chinese judges while settling disputes arising from pre-incorporation contracts.Chapter two summarizes current situation of Chinese law in pre-incorporation contracts first. After that, it analyses the defect of Chinese law in this field and discusses two cases.Chapter three examines related theories in validity of pre-incorporation contracts and then probes the validity of different pre-incorporation contracts. On the basis of these discussions, this thesis gives some advice on the improvement of Chinese law.Chapter four examines related theories and laws of some developed countries in the liability of pre-incorporation contracts and then comes out with some suggestion on the improvement of Chinese law. The validity and liability of pre-incorporation contracts are two intimate brothers, both of which rely on each other very much. However, this thesis analyzes validity and liability respectively in order that that the level of this thesis can be clearer.