Comment On The Case Of Biaobang Company V. Anshan Finance Bureau On Share Transfer Dispute

China's Contract Law was promulgated in 1999,which provides a strong legal guarantee for the healthy and stable development of the socialist market economy.However,with the deepening of economic construction,the relevant legal provisions of the Contract Law are lagging behind.It is difficult to solve the problems of the validity of contracts without administrative approval,the mode of execution of contract rescission and whether the scope of compensation for contracting fault liability includes indirect losses.At present,at the time of contract compilation in the Civil Code,how to conduct in-depth discussion on the above three issues in order to resolve disputes between parties and maintain transaction security has become an important research topic in the current field.The trial time span of this case is long,and it has gone through several trial procedures of first instance,second instance and retrial in three years.In the process of trial,there are three main controversial focuses: first,whether the validity of the contract for transfer of shares without administrative approval is valid or not;second,whether the contract is terminated unilaterally or through consultation between the two parties;and third,whether the scope of compensation for negligence in contracting includes indirect losses.By using the method of case analysis,this paper makes a comprehensive analysis of the case,and finally draws the following conclusions: first,generally speaking,a contract can take effect as long as it meets the general requirements ofvalidity,but administrative examination and approval as a special requirement of validity of the contract will also have an impact on the validity of the contract,and a contract that fails to obtain administrative examination and approval should be established without validity;secondly,the breaching party merges.Without the legal right of rescission,the contract can only be rescinded by agreement reached through consultation with the observant party,and the content of rescission through consultation includes not only the elimination of the validity of the previous contract,but also the negotiation of the subsequent rescission of the contract.Thirdly,in most cases,the direct loss caused by the fault of the contracting party to the bona fide counterpart can restore its trusted interests.If the fault of the fault of the contracting party causes the loss of trading opportunity to the bona fide counterpart,it should be compensated appropriately within the scope of transaction cost and benefit.Through the study of these problems,we hope to provide constructive suggestions for the further supplement and improvement of the contract codification of the Civil Code.