Research On The Agreed Terms Requiring "Approval" In The Conditional Contract

In 2011,the dispute over equity transfer between Jiatai Group v.Baoan Group and other companies was appealed to the Supreme Court for hearing.The Supreme Court decided that the agreement involved was a conditional contract and made a judgment.The most prominent feature of this case is that the conditions attached to the agreement involved are not simple types of conditions.Instead,the main body of examination and approval is the Shenzhen Stock Exchange with the nature of "examination and approval" conditions.Combined with a number of cases and the merits of this case,the author sums up the conditions and similar conditions with the nature of "examination and approval" agreed upon in the agreement in this case into a new concept,that is,the clause of "examination and approval",which means the clause with the nature of "examination and approval" agreed upon by the parties.This paper studies the related issues of the intentional "examination and approval" clause,and analyzes its influence on the validity of the contract from the theoretical point of view and the legal liability of the parties under this influence.First of all,from the definition of conditions in conditional contracts,this paper introduces the concept of subordinate terms,then puts forward the definition of "examination and approval" in this paper,and puts forward the new concept of "examination and approval" clause combined with the concept of conditional conditions.Then this paper expounds the basic theory of the clause of "examination and approval",including the theory of definition,classification and characteristics,this paper discusses the legal nature and status of the "examination and approval" clause.Based on the legal nature and status of the conditions in the conditional contract,this paper deeply studies the legal nature and status of the express "examination and approval" clause.After that,combined with the classification of the subject of the intended "examination and approval" clause,according to the order of the "examination and approval" clause of the administrative organ and the "examination and approval" clause of the non-administrative organ,this paper takes the relationship between the intended "examination and approval" clause and other clauses in the contract as the starting point,and takes the achievement of the intended"examination and approval" clause and the performance of the substantive obligations of the contract as the time node.This paper analyzes on the influence of different kinds of intentional"examination and approval" clauses on the validity of the contract in different stages of performance,and discusses the problems of the performance of the follow-up contract and the judicial judgment.Finally,based on the research content of the influence of the clause of "examination and approval" on the validity of the contract,this paper expounds the legal consequences of the clause of "examination and approval",clarifies the applicable conditions of the three forms of liability for contracting negligence,liability for expected breach of contract and liability for breach of contract under the concept of the clause of "examination and approval",and clarifies the legal liability of the clause of "examination and approval" at different stages of contract performance.It provides some references for the court to choose the judicial judgment path when deciding this kind of case.