A Study On The Supplementary Interpretation Of Contract

The contract loophole refers to the incomplete content of the contract.In order to fill the loopholes in the contract,the Contract Law of our country stipulates the overall interpretation and the applicable transaction habits these two supplementary interpretation methods and the arbitrary norms.However,there are contract loopholes that can't be filled by the method mentioned above,this requires the judge to supplement the terms of the contract according to the principle of good faith.It's generally considered that the overall explanation and applicable trading habits which are the two ways of supplementary explanation take "presumed party's will" as the standard while the judge based on integrity explanation to make a supplementary explanation of contract loophole,although it also fits the broad meaning of "presumed party's will",it should focus more on the circumstances surrounding the contract to make a fair distribution of the rights and obligations of both parties.Which should be preferred between supplementary interpretation and arbitrary norms? Different methods of supplementary interpretation should be distinguished according to the strength of evidence of circumstances surrounding the contract.In the case of the overall interpretation and applicable transaction habits,the circumstances surrounding the contract are sufficient to know the meaning of the "parties" and it takes precedence over the application of arbitrary norms.When the judge makes a supplementary interpretation of the contract based on a good faith interpretation,unless the evidence of the surrounding circumstances of the contract is sufficient to overturn the assumption of arbitrary norms,the arbitrary norms will prevail at this time.The judgement whether the circumstances surrounding the contract are sufficient to overturn the arbitrary norm or not is related to the nature of the arbitrary norm.The judge prefer to the application of interpretative arbitrariness norms when it is impossible to overturn the presumption of arbitrariness from all evidence of the circumstances surrounding the contract;For the complementary arbitrary norm of,its application can only be excluded if the parties have a specific intention to solve theproblem(such as the overall interpretation,transaction habits).The supplementary interpretation method of interpretation in good faith may make the judge replace the intention of the parties with his own will,and there is a risk of threatening autonomy of will.The way to solve this problem:The first is to refer to the standard of England and American law system the implied clause that the judges of the common law system supplement the facts.Second,on the basis of the principle of good faith,Take full account of the circumstances surrounding the contract,Third,by reference to the type of contract,pure atypical contracts make supplemental interpretation like typical contracts of the same ethnic group do.In addition,the paper also deals with whether the parties can withdraw the results of supplementary interpretation by means of the major misunderstanding system,the difference between supplementary interpretation and relevant systems,and the nature of supplementary interpretation.