怎么样的合同才具有法律效力?What kind of contract has legal effect?
合同作为双方或多方的合作协议,约束了合作方的义务与职责,受到法律保护。无论在生活还是工作之中,合同无不占有至关重要的地位。那么,怎样的合同才是真正具有法律效力的呢。
下面是具有法律效力的合同一般具有的内容:
一、意思表示真实
意思表示真实,是指缔约人的表示行为应真实地反映其内心的效果意思,即其效果意思与表示行为相一致。它作为合同的有效要件,是意思自治原则的当然要求。意思表示不真实,对合同效力的影响应视具体情况而定。在一般误解等情况下,合同仍为有效。在重大误解时,合同则可被变更或者撤销。在乘人之危致使合同显失公平的情况下,合同可被变更或者撤销。在因欺诈、胁迫而成立合同场合,若损害国家利益,合同无效;若未损害国家利益,合同可被变更或撤销。
二、不违反法律或者社会公共利益
这里的法律,一方面应作扩大解释,既包括全国人民代表大会及其常务委员会通过的法律, 又包括国务院颁发的行政法规; 另一方面应作缩小解释,仅指其中的强行性规范, 不包括任意性规范。 合同不得违反强行性规范,是由合同制度的目的所决定的,为一般的原则。除了法律的强行性规范外, 合同还不得违反社会公共利益。 《合同法》第七条规定:“当事人订立、履行合同,应当遵守法律、行政法规,尊重社会公德,不得扰乱社会经济秩序,损害社会公共利益。”这是由于社会生活广泛,经济往来繁多,情况复杂,法律不可能将一切情况都规定无遗,故以不得违反社会公共利益作为最后防线。需要注意的是,“社会公共利益”是一个不确定的概念,通常指不特定多数人的利益,凡是我国社会生活的政治基础、公共秩序、道德准则和风俗习惯等,均可列入其中。违反它的合同严重背离合同制度的目的,危害巨大,不能允许。将不违反社会公共利益作为合同的有效要件,一方面可弥补社会发展使法律调整出现的漏洞和脱节的不足;另一方面,也利于醇化社会道德伦理和整肃社会风气。
三、合同标的须确定和可能
合同标的决定着合同权利义务的质和量,没有它,合同就失去目的,失去积极的意义,应归于无效。合同标的可能,是指合同给付可能实现。合同标的确定,是指合同标的自始确定,或可得确定。
四、行为人具有相应的民事行为能力
这一要件要求当事人能够了解合同的状况和法律效果,对保护其合法权益和减少纠纷均具有意义。 自然人签订合同, 原则上须有完全行为能力,限制行为能力人和无民事行为能力人不得亲自缔约,由其法定代理人代为签订,但有如下例外:
(1)可独立签订接受奖励、赠与、报酬等纯获利益,或被免除义务的合同;
(2)限制民事行为能力人可以签订与其年龄、智力和精神健康状况相适应的合同;
(3)可独立签订日常生活中的格式合同或事实合同,如利用自动售货机、乘坐交通工具、进入游园场所;
(4)签订处分自由财产的合同,如学费、旅费等由法定代理人预定使用目的的财产和处分;
(5)其他征得法定代理人同意的合同。按照我国原来的法律规定及其理论,法人签订合同严格地受其宗旨、目的、章程及经营范围的制约,超过经营范围的合同无效。这种做法受到了学说的批评,现已有所发展。
As a cooperation agreement between two or more parties, a contract constrains the obligations and responsibilities of the cooperating parties and is protected by law. Contracts play a crucial role in both life and work. So, what kind of contract is truly legally effective.
The following are the general contents of legally binding contracts:
1、 True expression of meaning
The truthfulness of the expression of intention refers to the fact that the expression behavior of the contracting party should truthfully reflect its inner effect and meaning, that is, its effect and meaning should be consistent with the expression behavior. As a valid element of the contract, it is a natural requirement of the principle of autonomy of will. The impact of an untrue expression on the effectiveness of the contract should depend on the specific situation. In general misunderstandings and other situations, the contract remains valid. In case of significant misunderstanding, the contract can be amended or revoked. In the case of taking advantage of the situation and causing the contract to be significantly unfair, the contract can be changed or revoked. In cases where a contract is established due to fraud or coercion, if it harms national interests, the contract is invalid; If it does not harm national interests, the contract may be amended or revoked.
2、 Not violating the law or public interest
The laws here should be interpreted in an expanded manner, including laws passed by the National People's Congress and its Standing Committee, as well as administrative regulations issued by the State Council; On the other hand, a narrower interpretation should be provided, referring only to mandatory norms and not including arbitrary norms. A contract shall not violate mandatory norms, which is determined by the purpose of the contract system and is a general principle. In addition to mandatory legal norms, contracts must not violate the public interest. Article 7 of the Contract Law stipulates: "When entering into and performing a contract, the parties shall abide by laws and administrative regulations, respect social morality, and shall not disturb social and economic order or harm public interests." This is because social life is extensive, economic transactions are numerous, and the situation is complex. It is impossible for the law to specify all situations completely, so the last line of defense is not to violate social and public interests. It should be noted that "social public interest" is an uncertain concept, usually referring to the interests of an unspecified majority. Any political foundation, public order, moral standards, and customs of social life in our country can be included in it. Violating its contract seriously deviates from the purpose of the contract system, poses great harm, and cannot be allowed. Making non violation of social public interests an effective requirement of a contract can, on the one hand, make up for the loopholes and disconnection in legal adjustments caused by social development; On the other hand, it is also conducive to the refinement of social morality and ethics and the rectification of social atmosphere.
3、 The subject matter of the contract must be determined and possible
The subject matter of a contract determines the quality and quantity of its rights and obligations. Without it, a contract loses its purpose, loses its positive meaning, and should be considered invalid. The possibility of contract subject matter refers to the possibility of contract payment being realized. The determination of the subject matter of a contract refers to the determination or determinability of the subject matter from the beginning.
4、 The actor has corresponding civil capacity
This requirement requires the parties to be able to understand the status and legal effect of the contract, which is meaningful for protecting their legitimate rights and reducing disputes. In principle, when a natural person signs a contract, they must have full legal capacity. Persons with limited legal capacity and those without civil capacity are not allowed to personally sign the contract, and their legal representative shall sign it on their behalf, with the following exceptions:
(1) Can independently sign contracts that receive pure benefits such as rewards, gifts, and rewards, or are exempt from obligations;
(2) Individuals with limited capacity for civil conduct may sign contracts that are appropriate to their age, intelligence, and mental health status;
(3) Can independently sign standard or factual contracts in daily life, such as using vending machines, taking transportation, or entering amusement parks;
(4) Sign contracts for the disposal of free property, such as tuition fees, travel expenses, etc., which are reserved for the intended use and disposal by the legal agent;
(5) Other contracts with the consent of the legal representative. According to the original legal provisions and theories of our country, the signing of contracts by legal persons is strictly constrained by their purpose, purpose, articles of association, and business scope, and contracts beyond the scope of business are invalid. This approach has been criticized by scholars and has now developed.