Chapter Three: Validity of Contracts

    第四十四条 依法成立的合同，自成立时生效。法律、行政法规规定应当办理批准、登记等手续生效的，依照其规定。

    Article 44 Effectiveness of Contract

    A lawfully² formed contract becomes effective upon its formation.

    Where effectiveness of a contract is subject to any procedure such as approval or registration³, etc. as required by a relevant law or administrative⁴ regulation, such provision　applies.

    第四十五条 当事人对合同的效力可以约定附条件。附生效条件的合同，自条件成就时生效。附解除条件的合同，自条件成就时失效。当事人为自己的利益不正当地阻止条件成就的，视为条件已成就；不正当地促成条件成就的，视为条件不成就。

    Article 45 Conditions Precedent⁵; Conditions Subsequent; Improper⁶ Impairment or Facilitation

    The parties may prescribe that effectiveness of a contract be subject to certain conditions. A contract subject to a condition precedent becomes effective once such condition is　satisfied. A contract subject to a condition subsequent is extinguished once such condition is satisfied.

    Where in order to further its own interests, a party improperly⁷ impaired⁸ the satisfaction of a condition, the condition is deemed to have been satisfied; where a party improperly facilitated the satisfaction of a condition, the condition is deemed not to have been satisfied.

    第四十六条 当事人对合同的效力可以约定附期限。附生效期限的合同，自期限届至时生效。附终止期限的合同，自期限届满时失效。

    Article 46 Contract Term

    The parties may prescribe a term for a contract. A contract subject to a time of commencement becomes effective at such time. A contract subject to a time of expiration⁹ is　extinguished at such time.

    第四十七条限制民事行为能力人订立的合同，经法定代理人追认后，该合同有效，但纯获利益的合同或者与其年龄、智力、精神健康状况相适应而订立的合同，不必经法定代理人追认。相对人可以催告法定代理人在一个月内予以追认。法定代理人未作表示的，视为拒绝追认。合同被追认之前，善意相对人有撤销的权利。撤销应当以通知的方式作出。

    Article 47 Contract by Person with Limited Capacity

    A contract concluded by a person with limited capacity for civil act is valid¹ upon ratification¹⁰ by the legal agent thereof, provided that a contract from which such person accrues¹¹ benefits only or the conclusion of which is appropriate for his age, intelligence or mental health does　not require ratification by his legal agent.

    The other party may demand that the legal agent ratify¹² the contract within one month. If the legal agent fails to manifest his intention, he is deemed to have declined to ratify the contract. Prior to ratification of the contract, the other party in good faith is entitled to cancel the　contract. Cancellation¹³ shall be effected by notification.

    第四十八条行为人没有代理权、超越代理权或者代理权终止后以被代理人名义订立的合同，未经被代理人追认，对被代理人不发生效力，由行为人承担责任。相对人可以催告被代理人在一个月内予以追认。被代理人未作表示的，视为拒绝追认。合同被追认之前，善意相对人有撤销的权利。撤销应当以通知的方式作出。

    Article 48 Contract by Unauthorized Agent

    Absent ratification by the principal, a contract concluded on his behalf by a person who lacked agency authority, who acted beyond his agency authority or whose agency authority was extinguished is not binding¹⁴ upon the principal unless ratified¹⁵ by him, and the person performing such act is liable.

    The other party may demand that the principal ratify the contract within one month. Where the principal fails to manifest his intention, he is deemed to have declined to ratify the contract. Prior to ratification of the contract, the other party in good faith is entitled to cancel the contract. Cancellation shall be effected by notification.

    第四十九条 行为人没有代理权、超越代理权或者代理权终止后以被代理人名义订立合同，相对人有理由相信行为人有代理权的，该代理行为有效。

    Article 49 Contract by Person with Apparent Agency Authority

    Where the person lacking agency authority, acting¹⁶ beyond his agency authority, or whose agency authority was extinguished concluded a contract in the name of the principal, if it was reasonable for the other party to believe that the person performing the act had agency authority, such act of agency is valid.

    第五十条 法人或者其他组织的法定代表人、负责人超越权限订立的合同，除相对人知道或者应当知道其超越权限的以外，该代表行为有效。

    Article 50 Contract Executed by Legal Representative

    Where the legal representative or the person-in-charge of a legal person or an organization of any other nature entered into a contract acting beyond his scope of authority, unless the other party knew or should have known that he was acting beyond his scope of authority, such act of representation is valid.