The Interpretation And Application Of The Provisions On The Arbitrary Termination Of Indefinite Continuous Contract In The Civil Code

The Civil Code establishes the general status of the right of arbitrary termination of the indefinite continuous contract,and its constitutive requirements are special,which can be explained from two aspects: scope and measure of exercise.About scope,to interpret of indefinite continuous contract,learning its connotation is essential.The definition of continuous contract should pay attention to the distinction between long-term one-time contract,which can be grasped from time on the overall role of performance,as well as the relationship between partial performance under the same contract and overall performance.The indefinite period must satisfy two conditions: no agreement and no certainty.In the way of exercise,the interpretation of the right of arbitrary termination needs to grasp the arbitrariness.The Civil Law of China divides the right of arbitrary termination into two categories.They belong to different applicable situations,and the elements are not the same and need to be identified.As the basic element of the termination right,the reasonable time limit,in essence,can be regarded as the special obligation that the parties have to perform to exercise the right.In view of the determination of reasonable time limit,our country mainly adopts the model of principle,except for the special requirements on the duration of the partnership and other contracts,the reasonable duration of other contracts is not stipulated.In the determination,should give priority to by the provision of law,take the voluntary as the auxiliary.The parties may agree only when the law does not provide for it;they may also choose to appropriately analogize the provisions of the lex Lata regarding a reasonable period;and the judge shall,in his discretion,consider the purposes,transaction,the main body of the contract to pay and achievements and other factors to judge.Termination holder shall bear the consequences when he or she causes losses to the other party by failing to fulfill his or her obligations of the reasonable time limit,the other party shall be entitled to pursue his or her responsibility.Failure to fulfill the obligation of a reasonable time limit is manifested in the fact that the termination holder has not reserved a time limit,or the time reserved is shorter than that stipulated in the law and the agreement,and refuses to continue to perform only after the lapse of the time reserved and before the end of the law and the agreement,and causes the other party to be unable to adjust during this period and suffers the loss.In principle,the termination of an indefinite continuous contract has no retroactivity,but some exceptions should be considered: first,the indefinite continuous contract which mainly supplies the goods continuously,when the goods are defective;Second,a situation in which the contract is dissolved without performance.These two exceptions can make the lifting retroactive.The indefinite loan contract needs to understand the expression of return,which is a substitute expression for the termination of the contract,not the meaning that the debt has expired.Therefore,the application of article 675 of the Civil Code needs to be correctly understood.About the intersection of the two types of arbitrary termination rights in the indefinite custody contract and the indefinite authorization contract,it should be interpreted based on system and purpose,which can be correctly distinguished.In the case of general statutory termination and indefinite continuous contract competition,general statutory rescission shall be preferred.