Research On The Obligation Of Submitting For Approval In The Contract That Needs Administrative Approval

Legal approval is an important manifestation of the role of our country’s national macro-control on the autonomy of private will.The purpose of the state’s establishment of approval is to ensure the safety of important transaction areas,such as rare mineral resources and foreign economic transactions.It can be seen that the approval of the effective contract is the product of a combination of public law and private law,thus it has a dual nature.In the "the Minutes of National Court Civil and Commercial Trial Work Meeting "(Hereinafter referred to as "Minutes")issued in 2019,the approval of the effective contract appears frequently in the document as one of the hot topics.This document provides important guidance on how judges should try and approve contract-related disputes in judicial practice.However,there are still major problems in practice,which have led to many disputes.Since the approval of an effective contract does not directly define the nature of the contract in our country’s law.it also does not specify how the fulfillment of the obligation to submit for approval will affect the effectiveness of the contract.This has led to divergent opinions and judgments on the effectiveness of the obligation of submitting for approval in the judicial field.Therefore,based on problem awareness,the author intends to conduct an in-depth study on the obligation to approve the effective contract.Firstly,starting from the nature of the approval act and the obligation to submit for approval and combining with laws and regulations,the nature and purpose of the approval act are analyzed and defined.Based on the obligation to submit for approval and the provisions of the contract that has not been submitted for approval in the "Minutes",three main problems are analyzed:The first is the vague nature of the obligation to submit for approval as it’s not clearly defined by regulations or legal principles.The second is the lack of specific analysis of the nature of the unapproved contract.Some scholars agree that it is invalid,while others agree that its effectivness is to be dertermined.The third is the imperfect legal remedies for the counterparty of the contract after the breach of the obligation of submission for approval.Relying only on the compulsory enforcement by the administrative agencies has little effect,and it still necessary to discuss and develop various legal remedy measures.Secondly,based on the problem awareness in the first part,this paper further analyzes and compares the differences between the application for approval system and the legal systems such as registration and ratification through analyzing the provisions of the application for approval obligation in the Civil Code and related laws and through rethinking of numerous cases.From the theory of invalid contract,the theory of pending contract and the theory of valid contract,the paper analyzes the validity of the unapproved contract by combining different theories,and then concludes that the unapproved contract is independent.The author agrees to establish the concept of"definite invalid" contract to provide a new idea for judicial practice to deal with cases.To sum up,the author comprehensively analyzes the relevant judicial cases on the judgment document website,and then synthetically integrates that the nature of the responsibility for violation of the obligation to report is actually a liability for breach of contract.This further leads to the feasibility analysis of applying the anticipatory breach of contract system to the violation of the obligation to submit for approval,explaining that the application of the anticipatory breach of contract system can deepen the legal basis for violation of the obligation of approval.Finally,this paper discusses the remedies for breach of approval obligation.When the obligor fails to fulfill its obligations,the right holder could request compulsory actual performance or demand the liability for breach of contract,and substituting performance is an alternative when the obligor is inconvenient to perform the obligation.If the obligor refuses to perform,the obligee can apply for approval by himself or request to terminate the contract.At the same time,the obligee can also request the default party for compensation based on the obligee’s specific losses.The specific scope of compensation shall be determined by the obligee at his discretion,thereby protecting the trustworthy party’s interests.Strictly implementing the requirements of administrative examination and approval for contracts in special fields is an embodiment of the infiltration of public law into private law,and a method by which the state intervenes in the autonomy of private will through administrative examiation and approval with public power.In order to achieve the purpose of safeguarding the public interests,such legal establishment is legitimate and necessary.By clarifying the relevant concepts of approving effective contracts,it can improve the efficiency of litigation,save judicial resources,and standardize the civil and commercial legal environment.