Research On The Right Of Cancellation In Partnership Agreement

The "Civil Code Contracts(Draft)"under consideration adds a chapter on partnership contracts,but whether the partnership contracts can apply the relevant system of meaning expression in the General Principles of Civil Law is worth studying and thinking.From a contractual perspective,if the parties to the partnership agreement appear to express their opinions,they should be allowed to revoke the meaning of the meaning.If the ideology only involves some non-elemental matters,then the right of the revocation right should be allowed to revoke only the partial expression,and then pass the arbitrariness.To standardize the loopholes in the partnership agreement,in the case of arbitrary norms to fill the violation of the will of the parties and cause unfair results,the gap should be filled by supplementary explanation.If it cannot be partially revoked,the revoked right holder may revoke all of its meanings.At this time,because the remaining partners cannot form a meaning,the partial invalidation theory cannot be applied,and the partnership agreement should be invalid from the beginning.However,the above conclusions cause many problems both inside and outside the partnership and must be restricted.The legal basis of the restriction can be attributed to the protection of transaction security,the recognition of the existence of existing facts within the partnership,the maintenance of investment security,and the reduction of transaction costs.These four legal principles are typical of for-profit partnerships that operate,but do not exclude non-profit partnerships.In partnership with unsuccessful business,it is advisable to harmonize the right to remove restrictions.And regardless of whether the right of revocation is the responsible party or the injured party,the restriction of the right of revocation does not significantly impair the withdrawal of its interests.In addition,the above-mentioned legal principles are not completely applicable to a simple contractual partnership,and a contractual partnership can be solved according to a general revocation rule,and there is no need to be particularly limited.Civil law scholars tried to solve the problem of the restriction of revocation rights in the partnership by the traditional civil law theory,and proposed some models such as partial invalid theory,fact partnership theory and revocation right restriction theory.Although the partnership agreement is a contract,the partnership established through the partnership agreement has a certain group nature.Many problems are far from being included in the debt relationship.Therefore,it is inevitable to solve the problems of the partnership agreement and the partnership from a contractual perspective.It is difficult to enter,but once the perspective is transformed,and the spirit and system of the group law are used for reference,many of the symptoms can be cured.In the case of rectification,we can learn from the company's replenishment system and delisting system,and the rectification takes precedence over revocation.In the case of irreparable correction,the withdrawal method of the revocation right is replaced by the withdrawal law of the group law.Under the withdrawal mode,the ideology will not affect the effectiveness of the past foreign contacts and the existing facts,and the partnership will continue to exist backwards.Identity is maintained,but the remaining partners still have to dissolve the partnership by dismissal.In the case of the continued existence of the partnership,the system of the Japanese Company Code can be used for reference,the legal agreement of the partnership agreement is changed,and the content related to the withdrawal of the partner is deemed to be abolished.