Real estate perspective: the commercial housing door agreed in the contract is the outside door, the contract drawings, planning and design drawings and the actual delivery of the house for the inside door, whether the developer should bear the liability for breach of contract?
Published:
2021-03-25
Brief of the case
Owner A bought a set of commercial housing at Developer B. The Commercial Housing Purchase and Sales Contract stipulates that the entrance door is open outside, but the household map attached to the contract and the design drawing for planning filing both state that the entrance door is open inside, and the Supplementary Agreement stipulates that the attached drawings of the contract have the same legal effect as the contents of the contract and the terms of the contract. When the house was actually delivered, the entrance door was opened inside. After the house was handed over and actually lived, Owner A sued Developer B, demanding that the developer bear the liability for breach of contract, and changed the inside door to the outside door or demanded compensation liability according to the contract.
legal analysis
According to the basic situation of the case, the main dispute focus of the case is the inconsistency between different clauses of the same contract agreement on the same matter. In this case, which clause should be used to determine the content and effect of the contract? In this case, does the developer need to bear the liability for breach of contract? For these two controversial issues, the specific analysis is as follows:
1. the terms of the contract are inconsistent, which provision shall prevail?
The conclusion of a contract, also known as contracting, is the unification of the dynamic behavior and static agreement between the parties to the contract, which includes both the entire dynamic process of contact and negotiation between the parties before reaching an agreement, as well as the agreement formed after the parties have reached an agreement, determined the main terms of the contract or the terms of the contract.
The terms of the contract are concluded on the basis of the agreement of the parties to the contract and are the external manifestation of the agreement of the parties. However, in practice, due to various reasons, the parties may dispute the understanding of certain terms of the contract. The determination of the meaning of the dispute clause should explore the true meaning of the parties at the time of the conclusion of the contract.
According to the first paragraph of Article 466 of the the People's Republic of China Civil Code (hereinafter referred to as the "Civil Code"): "If the parties have a dispute over the understanding of the terms of the contract, they shall follow the provisions of the first paragraph of Article 142 of this Law., Determine the meaning of the disputed clause." Article 142 of the Civil Code stipulates that the first paragraph stipulates: "The interpretation of the meaning of the relative person shall be determined in accordance with the words used, taking into account the relevant provisions, the nature and purpose of the act, custom and the principle of good faith."
In this case, according to Article 13 of the Supplementary Agreement signed by Owner A and Developer B, the annexes of the Commercial Housing Sales Contract, the Supplementary Agreement and the Commercial Housing Sales Contract have the same legal effect, and according to Article 14, the contract involved, the supplementary agreement and the annex to the contract have all taken legal effect, when the provisions of the Commodity Sales Contract, the Supplementary Agreement and the annex on the matters of opening the door inside and outside are inconsistent, it is impossible to determine which clause is used to determine the rights and obligations of both parties. At this time, it is impossible to determine the true intention of Owner A and Developer B on the issue of opening the door inside and outside. This clause does not have the conditions for separate use, therefore, it should be combined with the relevant provisions, the nature and purpose of the act, habits and the principle of good faith to determine the true meaning of the parties when signing the contract. In this case, because other provisions do not involve the issue of opening the door inside and outside the door, and there is no industry practice in the dispute, it should be based on the purpose of the contract and the principle of good faith to analyze the true intention of both parties, and can not think across the board that the content of one of the provisions needs to determine the content and effectiveness of the contract. Specific to the case of the parties to the door to open the real meaning of the door, will be discussed below.
Do 2. developers need to bear the liability for breach of contract?
In this case, from the surface analysis, the "Commercial Housing Sales Contract" and the "Supplementary Agreement" agreed that the entrance door of the house involved in the case is the outside door, but the entrance door of the house actually delivered by Developer B is the inside door, and the house delivered by Developer B does not conform to the contract, and Developer B shall bear the liability for breach of contract.
However, the facts of the case are not as simple as they seem on the surface. The attached drawings with the same legal effect as the "Commercial Housing Sales Contract" and the "Supplementary Agreement" state that the entrance door of the house involved is the internal door, and the owner A signs the fact to confirm. At the same time, the design drawings planned and filed by developer B also state that the entrance door of the house involved is the internal door. Therefore, to determine whether Developer B is liable for breach of contract requires further analysis, as follows:
Whether developer B is liable for breach of contract mainly lies in whether it has committed a breach of contract. According to Article 577 of the Civil Code, it is necessary to determine whether the developer has failed to perform its contractual obligations or the performance of its contractual obligations does not conform to the agreement. In this case, it is necessary to determine whether Developer B has the obligation to deliver the external access door.
First of all, the owner A really means to recognize the fact that the entrance door is open inside. Owner A saw the house brochure before looking at the house, the floor plan when looking at the house, and the floor plan approved when signing the contract all showed that the entrance door of the house was open inside, but Owner A never raised any objection and signed the floor plan attached to the "Commercial Housing Sales Contract" for confirmation. When developer B delivered the house, owner a did not raise any objection, and cooperated with the developer to complete the handover procedures of the house and actually occupied and lived in the house. The above is sufficient to demonstrate Owner A's approval of the fact that the entrance door is an inside door. In such a long time after completing the house handover procedures, Owner A has not raised any objection. Therefore, based on the principle of good faith and the legislative spirit of the Civil Code, the law should be inclined to the contract-keeping party in principle to protect the legal rights and interests of the contract-keeping party, but it is not unlimited protection. The law also needs to maintain the stability of the transaction. Therefore, Owner A did not raise any objection within a reasonable period of time, which is regarded as recognition of delivery of time, no longer have the right to hold Developer B liable for breach of contract.
Secondly, the "Commercial Housing Sales Contract" and the "Supplementary Agreement" stated that the entrance door is the outside door, which is not the true intention of the parties. When the staff of Developer B modified and formulated the contract involved in other projects, due to work errors, they forgot to change the outside door in the original contract template to the inside door, so the principle of "miscarriage does not harm the true intention" should be applied, it is determined that "opening the door outside" is not the true intention of both parties. The "entry door is the door outside" in the "Commercial Housing Sales Contract" and the "Supplementary Agreement" is not legally binding on both parties. According to the fact that Owner A signed and approved the entrance door indicated in the floor plan and the floor plan as the internal opening door, when the developer delivered the house, he received the involved house with the entrance door as the internal opening door, and did not raise any objection, which can prove that the real meaning of Owner A and Developer B is to deliver the commercial house with the entrance door as the internal opening door, therefore, the "commercial housing sales contract" and "supplementary agreement" set out in the "open the door" is the parties in the text of the contract with the wrong words, this should be in accordance with the parties to express the same meaning, to determine the content and effectiveness of the contract. That is, developer B should deliver the house with the entrance door open inside, and the developer actually delivers the house with the entrance door open inside, so there is no breach of contract.
To sum up, in the case of inconsistency between the contents of the Commercial Housing Sales Contract, the Supplementary Agreement and the annexes, to determine whether the developer needs to bear the liability for breach of contract, it is necessary to clarify the true meaning of the contradictory clause, determine the content and effect of the contract, and then judge the specific content of the obligation that the developer should perform. If the developer violates the obligation, he shall bear the liability for breach of contract, it is not simply based on the literal meaning of the contract terms to determine the developer's contractual obligations and determine whether the developer needs to bear the liability for breach of contract. In some special cases, it should also be considered whether the developer's behavior may violate the legal obligations.
Lawyer Reminder
1. In order to avoid unpredictable legal risks, remind developers to carry out construction according to the planning and design drawings for the record during specific construction;
2. The developer's staff shall verify the contents of the contract and supplementary agreement to avoid inconsistency between the contents of the contract and the planning and design;
3. Remind developers that when formulating contract terms, they must strictly review and do not cause unnecessary losses due to clerical errors.
Key words:
Related News
Zhongcheng Qingtai Jinan Region
Address: Floor 55-57, Jinan China Resources Center, 11111 Jingshi Road, Lixia District, Jinan City, Shandong Province
