The Legal Nature And Validity Of The Commercial Housing Subscription Letter

The commercial housing sale and purchase subscription refers to the documents signed by the parties to the commercial housing sales contract in order to confirm the purchase and sale intentions of the two parties without the subjective and objective conditions or legal conditions for signing the commercial housing sales contract.The nature of the commercial housing purchase and purchase subscription is an appointment contract.There is no detailed regulation on the appointment contract in China's legal and regulatory system,and there is no explanation for the specific interpretations.Article2 of the Judicial Interpretation of the Sale Contracts promulgated in 2012 formally introduces the concept of an appointment contract,and at the same time stipulates two ways of booking contractual breach of contract,namely the liability for breach of contract and the legal right to terminate the right holder.However,there is no clear definition of the legal effect of the commercial housing subscription book,how to accurately define a subscription book as an appointment or the contract,the legal liability for breach of the appointment contract,and the scope of compensation for damages.At present,both the theoretical and practical circles,there is no agreement on how to define the scope of the liability for damages for the appointment and the contract and breach of contract.Taking the legal concept and nature of the commercial housing subscription book as the starting point,the author tries to make a comprehensive study on the appointment contract through the connotation of the appointment contract,the analysis of similar contracts,the difference between the establishment contract and the contract liability,and the liability for breach of contract.The application of the appointment can be standardized to play its role in society.In addition to the introduction,the article is divided into four chapters:The first chapter is the application and problems of the commercial housing subscription book in practice.First of all,the author concludes that the number of cases in which the subscription book is the focus of controversy retrieved on Peking University's magic weapon has concluded that the commercial housing dispute cases has not been reduced after the Supreme People's Court issued the "Interpretation of the applicable legal issues concerning the trial of sales contract disputes" in 2012.Secondly,it describes five typical cases of commercial housing subscription books.The focus of the disputes in these five cases is that the current subscription book hasthe following problems: the definition of the appointment is vague;whether the obligations assumed by the defaulting party include continued performance;The scope of damages.The second chapter is the nature of the commercial housing subscription book.First of all,the author simply states the concept and the form of the subscription book.Followed by the dispute about the legal nature of the subscription,intention to say,offer,contract,formal contract,guarantee contract and appointment.The author believes that the subscription book is an independent appointment contract,and the Judicial Interpretation of the Sale Contract has been identified.Then,the concept of appointment and the two essential elements that make up the appointment are theoretically explained: first,the parties should reach a consensus;second,the content of the appointment must have basic certainty;Finally,in the definition of the appointment and the contract,through the analysis of the empirical cases,the author believes that the subscription book should constitute a commercial housing contract,that is,the contract should be examined from two aspects: the integrity of the content and the expression of the party's meaning.The third chapter is the legal effect of the commercial housing subscription book.First,the commercial housing subscription book should be an independent appointment contract,however the theory of reservation contract has not been formally established in China.The theoretical community has great controversy about its effectiveness.There are “necessary consultations”,“should be contracted”,“content decision”,"Thinking of this covenant",etc.,in which "considered as the covenant" indirectly denies the value of the existence of the appointment contract,the author did not discuss.Then the author separately discusses the value and significance of the other three doctrines.He believes that the legal effect of the subscription book is “should be contracted”,that is,the obligation of the parties to sign the appointment contract is only enough to negotiate in good faith,and the contract should be reached.The fourth chapter is the breach of contract for the commercial housing subscription book.The remedies include continued performance,deposits,liquidated damages and damages.However,in practice,the dispute regarding the determination of the deposit,the application of the penalty principle of deposit,and the breach of contract clause agreed by the parties in advance are not controversial,and whether the remedy includes the continuation of performance and the determination of the scope of the damages.In judicial practice,most courts do not advocate continuing toperform on the appointment contract based on the principle of freedom of contract.The author believes that there is room for application in continuing to perform,and it should be recognized that the appointment contract can continue to be performed.The scope of damages shall include liquidated damages and the available benefits of the purchaser.The available benefits mainly refer to the loss of the house.