1、
The intention of the parties to a contract is true, and the act of signing a blank contract is valid.
2. According to Article 143rd of the General Principles of the Civil Law, a civil juristic act that meets the following conditions is valid:
(1) The actor has corresponding capacity for civil conduct;
(2) the meaning is true;
(three) does not violate the mandatory provisions of laws and administrative regulations, and does not violate public order and good customs.
Article 153 stipulates that a civil juristic act that violates the mandatory provisions of laws and administrative regulations is invalid. However, unless mandatory provisions do not invalidate civil legal acts.
A civil legal act that violates public order and good customs is invalid.
3、
A standard contract usually includes some blank clauses, which should be supplemented by the parties' agreement. However, in practice, disputes often occur when blank clauses are not filled in, and the focus of disputes is generally on the effectiveness of blank clauses, format contracts and the contents added by the parties afterwards. Whether the blank clause will inevitably lead to the invalidity or invalidation of the contract depends on the significance of the contents involved in the blank clause to the contract. Generally, the filling of blank clauses should be presumed that the signer knew or authorized it when signing, but this presumption can be overturned if there is evidence to the contrary.
Second, the certainty of the offer.
It is generally believed that the standard terms are an offer made by one party to the other party when concluding a contract, and "concrete determination of content" is the condition of the offer and the basic requirement for the establishment of the contract, which is clearly stipulated in Article 472 of the Civil Code of our country. However, what is a "specific" offer is not clear in Civil Code. Reference can be made to Article 14 1 of the United Nations Convention on Contracts for the International Sale of Goods. If the goods are clearly defined, the quantity and price are explicitly or implicitly specified, or how to determine the quantity and price is quite certain.
Although this Convention only applies to sales contracts, other contracts can also be applied by reference in combination with contract elements. For example, the guarantee contract, the content of which is to provide performance guarantee for the debtor's specific creditor's rights, or to provide guarantee for the creditor's rights that occur continuously within a specific period (maximum guarantee). Therefore, specifically determining the content of the guarantee contract means specifically determining the creditor's rights that need to be guaranteed, or specifically determining the period during which the creditor's rights occur, otherwise it will be deemed that the content of the guarantee contract is unclear. However, it should be noted that the specific determination of the contents of the offer does not require the formation of clear written terms, as long as the contract elements can be determined. For example, the offer stipulates that all vehicles under the name of the guarantor provide mortgage for the debtor. Although the property is not explicitly mortgaged in the offer, the specific vehicle to be mortgaged can be determined by querying the vehicle registration, and the offer can still be regarded as clear.
Third, the effectiveness of blank clauses.
Blank clauses in format contracts usually affect the clarity of offers, but whether blank clauses will inevitably lead to the failure or invalidity of contracts still needs to be discussed in different situations. In the above-mentioned case, the court ruled that the type and amount of counter-guarantee creditor's rights were not stipulated in the guarantee contract, the necessary terms for the establishment of the contract were not stipulated, and the guarantee company did not provide evidence to prove that the two parties reached an agreement on the subject matter of counter-guarantee, so the counter-guarantee relationship between the two parties was not established.
Article 5 10 of the Civil Code stipulates that after the contract comes into effect, the parties have no agreement or unclear agreement on quality, price or remuneration, place of performance, etc. They can supplement the agreement; If a supplementary agreement cannot be reached, it shall be determined in accordance with the relevant provisions of the contract or trading habits. According to this article, although the quality, price, place of performance and other contents in a contract are usually regarded as the main terms of the contract, the absence of the above terms does not necessarily lead to the invalidity or invalidation of the contract, but can be supplemented and determined by other means (theoretically called "contract loophole", which refers to the situation that some matters should be stipulated in the contract but not stipulated). According to the provisions of Articles 5 10 and 5 1 1 of the Civil Code, it can be inferred that there are four ways to fill the loopholes in the contract: agreement supplement, overall explanation supplement, trading habits supplement and arbitrary legal provisions supplement. The supplementary contract is established and takes effect, but the performance content needs to be clarified through supplementary.
However, if a contract lacks some necessary clauses, such as the parties, the subject matter, etc., it will be considered invalid because of its unclear meaning. It should be noted that the transaction between the parties cannot be based only on written contracts, and there may be oral agreements, trading practices and even other contracts besides written contracts. To judge whether the contract is established, it is necessary to comprehensively consider factors other than the above contract. For example, in the former case, although there is no clear content of secured creditor's rights in the guarantee contract: vehicle brand, model, price, quantity, etc. If there is relevant evidence to prove that the guarantor has read or been informed of the contents of the car purchase contract when signing the car purchase contract, even if there are gaps in the terms of the guarantee contract, the creditor's rights of the guarantee can be comprehensively determined in combination with the car purchase contract. At this time, it can be concluded that the guarantor agrees to voluntarily provide guarantee for the debts in the relevant car purchase contract, and the "blank" of the winning clause in the guarantee contract does not affect the establishment and establishment of the guarantee.
Fourth, fill the blank clause afterwards.
The types of blank clauses can be divided into two types in time: first, they have been blank from the time of signing to the time of prosecution, which is rare in practice; Second, the signature is blank, and the prosecution is filled in by one party. At this time, the effectiveness of unilateral filling is involved. The latter can be further divided into two categories: one is the filling of blank clauses in the same contract; Second, the content of one of the multiple contracts has been determined, and the terms in other contracts need to be filled in.
(1) Supplement to the same contract
The debtor will generally raise a defense, claiming that some contract terms are still blank when the debtor signs them, and the other party will fill them out unilaterally without authorization. For this kind of defense, we should first examine whether the relevant provisions are supplemented afterwards. The burden of proof for this claim lies with the debtor. If relevant evidence cannot be provided, the court can directly determine the content and effectiveness of the contract. Secondly, if it can be found out afterwards that the terms of the contract are unilaterally supplemented, it should be investigated whether the supplementary contents have been orally informed to the other party when signing the contract or fixed through other contracts. In civil action, signature means accepting the other party's offer. The terms of the contract are still blank at the time of signing, and it should generally be presumed that the contents of the terms are known or that an oral agreement has been reached separately. Even if the contents of blank clauses cannot be known at the time of signing due to objective reasons, it shall be deemed that one of the signatories authorized the other party to fill in relevant clauses. The main reasons for taking this position are: on the one hand, the parties should be responsible for their own signatures, especially when signing blank contracts, they should foresee and bear higher risks; On the other hand, it is to ensure the stability and convenience of the transaction. For example, sometimes the loan contract may be signed by the guarantor before the borrower for the convenience of transaction. When responding to the lawsuit, the guarantor argued that the principal creditor's right was not established when it was signed, so the guarantee contract was not established because of the lack of the guarantee object. If this defense is supported, it is mechanically believed that the debtor must sign before the guarantor, and the guarantee signed by the guarantor first and then by the debtor is invalid, which is tantamount to carving a boat for a sword and will damage the stability and convenience of the transaction.
However, if the debtor denies this authorization through behavior afterwards, the above authorization presumption can also be overturned by evidence. As in the previous case, the content of counter-guarantee clause in the automobile installment guarantee service contract can only be determined after the bank finally determines the guarantee amount and vehicle information. After the counter-guarantor signed it, he found the debtor many times, indicating that he was unwilling to continue to provide the guarantee and requested to cancel the guarantee. It can be seen that the guarantor did not know the subject matter of the guarantee when signing the blank contract, and did not authorize the other party to fill it out, just because the contents of the contract could not be objectively determined at the time of signing, so the filling by the guarantor in this case could not be effective for both parties.
(2) Supplement to multiple contracts
In practice, contracts are usually made in multiple copies. For the sake of simplicity, the parties can only fill in and sign one of the contracts, and only sign the other contract texts, without completely filling in the blank clauses. If the supplementary contents of other contracts are exactly the same as the original contract, it is not a problem. The original agreement of the parties was not changed during the supplement, and several contracts have the same legal effect.
If the supplementary contents in other contracts have not changed substantially compared with the original contract, or if they have changed, but they do not increase the debtor's burden, if it was originally agreed that the other party should bear the guarantee responsibility of 5 million yuan, and now the supplementary contents are 3 million yuan, it should be considered effective, otherwise it will not take effect. For example, the original contract agreed that the price of the goods was 1000 yuan/ton, and the seller changed it to 20,000 yuan/ton when making up the price, so the supplementary price was beyond the scope of authorization of the buyer, which could not constitute a new agreement between the two parties and would not have the effect of changing the original contract. In the dispute over the guarantee of financial lease contract, the contents of the lease contract confirmed by the guarantor are different from those of the actual mortgage registration. However, the court ruled that the lessor and lessee re-selected the supplier because the seller agreed in the original contract could not supply the goods, but the price of the leased property remained unchanged, so the new agreement between the two parties did not increase the guarantor's guarantee responsibility, and the principal debtor, total debt, creditor and guarantee period did not change, so the guarantor should still bear the mortgage responsibility. The judgment also supports the above view.
If in doubt, please consult a lawyer.