Section 3
Validity of Civil Juristic Acts
Article 143 A civil juristic act shall be valid provided the following conditions are met:
(1) The person has corresponding capacity for civil conduct;
(2) The intent expressed is genuine; and
(3) The act in question is not in violation of the mandatory provisions of a law or an administrative regulation, nor it undermines the public order or moral decency.
Article 144 A civil juristic act taken by a person who has no capacity for civil conduct shall be invalid.
Article 145 A civil juristic act taken by a person with limited capacity for civil conduct shall be valid provided such a person purely benefits from the act or the act is compatible to the person's age, intelligence and mental health. A civil juristic act other than the aforementioned one taken by a person with limited capacity for civil conduct shall be valid upon the consent or retroactive confirmation of the legal representative of the person.
A third party involved in the aforementioned civil legal act may urge the legal representative for a retroactive confirmation within one month from the date the legal representative receives the notice of the said third party. Where the legal representative fails to respond, the non-response shall be deemed as a denial of confirmation. Pending the confirmation, a bona fide third party is entitled to revocation of the civil juristic act. Such a revocation shall be made by notice.
Article 146 A civil juristic act based on false expression of intent by the party taking the act and the third party shall be invalid.
The validity of a civil juristic act concealed by a false expression of intent shall be dealt with in accordance with the relevant provisions of law.
Article 147 A party shall have the right to request the people's court or arbitration institution to revoke a civil juristic act taken based on major misunderstanding.
Article 148 Where a party, by means of deceit, induces another party to conduct a civil juristic act against the latter's genuine will, the deceived party shall have the right to request the people's court or arbitration institution to revoke the civil juristic act.
Article 149 Where a third party practices fraud which causes one party conducts a civil juristic act against its true will, and the other party is aware or ought to be aware of such fraud, the defrauded party shall have the right to request the people's court or an arbitration institution to revoke the civil juristic act.
Article 150 Where a party is coerced to conduct a civil juristic act against its true will by another party or a third party, the coerced party shall have the right to request the people's court or an arbitration institution to revoke the civil juristic act.
Article 151 Where a party takes advantage of another party that is in jeopardy or lacks the ability of judgment, which leads to unfairness when a civil juristic act is established, the injured party shall have the right to request the people's court or an arbitration institution to revoke the civil juristic act.
Article 152 A party's right for revoking a civil juristic act shall extinguish under any of the following circumstances:
(1) The party fails to exercise such a right within one year from the date on which the party was aware or ought to be aware of the grounds for revocation; or the party with substantial misunderstanding fails to exercise such a right within three months from the date on which the party was aware or ought to be aware of the grounds for revocation;
(2) The party that has acted under coercion fails to exercise such a right within one year from the date of the termination of the coercion; or
(3) The party waives such a right in an expressed way or by its own act after it becomes aware of the grounds for revocation.
The right for revocation shall extinguish if the party fails to exercise such a right within five years from the date on which a civil juristic act is taken.
Article 153 A civil juristic act which is in violation of the mandatory provisions of law or administrative regulations is invalid, except that such mandatory provisions do not invalidate the civil juristic act.
A civil juristic act that undermines public order or moral decency is invalid.
Article 154 A civil juristic act taken based on the malicious collusion of parties and that infringes the lawful rights and interests of others is invalid.
Article 155 An invalid or revoked civil juristic act has no binding legal force from the outset.
Article 156 If a part of a civil juristic act becomes invalid without affecting the validity of the other parts, the other parts shall remain valid.
Article 157 After a civil juristic act becomes invalid or is revoked, or is confirmed not to take legal effect, any property obtained by a party based on the civil juristic act shall be returned. If it is impossible or unnecessary to return the property, compensation shall be made at an estimate price. The party at fault shall compensate the other party for the loss caused thereby. If both parties are at fault, they shall bear liabilities accordingly. If there are laws providing otherwise, such provisions shall prevail.
Section 4
Conditions or Time Limits Attached to Certain Civil Juristic Acts
Article 158 Conditions may be attached to a civil juristic act, except that attachment of conditions is not allowed because of the nature of the civil juristic act. A civil juristic act with conditions for effect attached shall become effective when the said conditions are met. A civil juristic act with the conditions for dissolution attached shall become invalid when the said conditions are met.
Article 159 Where a party, for the sake of its own interests, unjustifiably prevents the fulfillment of the conditions attached to a civil juristic act, the attached conditions shall be deemed as fulfilled; whereas a party unjustifiably hastens the fulfillment of such conditions, the conditions shall be deemed as not fulfilled.
Article 160 Time limits may be attached to a civil juristic act, except attachment of time limits is not allowed because of the nature of the civil juristic act. A civil juristic act attached with the time for its entry into effect shall become effective at that very time. A civil juristic act attached with the time of termination shall become invalid at that very time.
Chapter VII
Agency
Section 1
General Stipulations
Article 161 A person of the civil law may engage in a civil juristic act through an agent.
A civil juristic act that must be taken by the principal pursuant to the provisions of law or the agreement between the parties, or in light of the nature of the civil juristic act, shall not be entrusted to an agent.
Article 162 Where an agent takes a civil juristic act in the name of the principal and within the scope of the power of agency, the civil juristic act shall take effect on the principal.
Article 163 Agency consists of agency by agreement and statutory agency.
An agent by agreement shall exercise the power of agency entrusted by the principal. A statutory agent shall exercise the power of agency as provided for by law.
Article 164 An agent shall bear civil liability if the agent fails to perform, or fails to fully perform the duty of agency and thus causes damage to the principal.
If an agent maliciously collides with another party and damage the legitimate rights and interests of the principal, the agent and the said other party shall bear joint and several liability.
Section 2
Agency by Agreement
Article 165 If the entrustment of an agent by agreement is in writing, in the written entrustment shall be clearly stated the name of the agent, the subject matter entrusted, and the scope and duration of the power of agency, and the written entrustment shall be signed or sealed by the principal.
Article 166 If several agents are entrusted for the same subject matter, the agents shall jointly exercise the power of agency, unless the parties stipulate otherwise.
Article 167 If an agent is aware or ought to be aware that the subject matter entrusted is illegal but still carries it out, or if a principal is aware or ought to be aware that the agent's acts are illegal but fails to raise objection thereto, the principal and the agent shall bear joint and several liability.
Article 168 An agent shall not carry out a civil juristic act with himself in the name of the principal, unless the principal so agrees or recognizes the act retroactively.
An agent shall not, in the name of the principal, carry out a civil juristic act with any other principal the agent concurrently represents, unless both of the aforementioned principals so agree or recognize the act retroactively.
Article 169 An agent that needs to re-entrust the agency to a third party shall obtain consent or retroactive recognition of the principal.
If the re-entrustment of an agency has been agreed upon or retroactively recognized by the principal, the principal may directly instruct the re-entrusted third party as regard the subject matter of entrustment. The original agent shall only be liable for the appointment of the third party and his own instruction to the third party.
If a consent or retroactively recognition fails to be obtained from the principal for the re-entrustment of an agency, the original agent shall be liable for the acts of the third party that the original party re-entrusts except, however, that the original agent has re-entrusted the third party in an urgent circumstance in order to protect the interests of the principal.
Article 170 A civil juristic act by a person who performs a task assigned by a legal person or an unincorporated organization within the scope of his duty and power and in the name of the legal person or the unincorporated organization, such an act shall take effect on the legal person or the unincorporated organization.
Restrictions on the scope of duty and power of a person performing the tasks assigned by a legal person or an unincorporated organization which are stipulated by the latter shall not be used against a bona fide third party.
Article 171 An act of agency taken ultra vires, without the power of agency, or after the termination of the power of agency shall not take effect on the principal unless such an act is retroactively recognized by the principal.
A third party may urge a principal to retroactively recognize an act of the principal's agent within one month after the principal receives a notice of such an act. In the absence of a response by the principal, the non-response shall be deemed as a refusal of recognition. Pending the recognition, a bona fide third party shall have the right to revoke the act in question. Revocation of the act shall be made by notice.
If an act of agency is not retroactively recognized, a bona fide third party shall have right to request the party taking the act to pay the debt incurred or compensate for the damage the third party has suffered due to such an act, provided, however, that the amount of compensation shall not be more than the amount the bona fide third party could profit if the principal recognized the act.
If a third party is aware or ought to be aware that the party taking the act has no power of agency, the third party and the party taking the act shall bear the liability respectively based on their own wrongdoing.
Article 172 Where an agent acts ultra vires, without the power of agency or after the termination of the power of agency, if a third party has a reason to believe that the agent has the power of agency, the act of agency shall be valid.
Section 3
Termination of Agency
Article 173 An entrusted agency shall terminate under any of the following circumstances:
(1) The period of agency expires or the entrusted task is completed;
(2) The principal rescinds the entrustment or the agent resigns from
the entrustment;
(3) The agent loses the capacity for civil conduct;
(4) The agent or the principal is deceased; or
(5) The legal person or unincorporated organization of the agent or the principal is terminated.
Article 174 In case of the death of the principal, an act of the entrusted agent shall remain valid under any of the following circumstances:
(1) The agent is unaware or ought to be unaware of the death of the principal;
(2) The act is recognized by the inheritor of the deceased principal;
(3) It is clearly stated in the entrustment that the power of agency ceases upon the completion of the entrusted matter; or
(4) The act of agency started prior to the death of the principal and has been carried on in the interests of the inheritor of the principal.
Where the legal person or an unincorporated organization of the principal is terminated, the provision of the preceding paragraph shall be applied mutatis mutandis.
Article 175 A statutory agency shall terminate under any of the following circumstances:
(1) The principal gains or recovers the capacity for civil conduct;
(2) The agent loses the capacity for civil conduct;
(3) The agent or the principal is deceased; or
(4) Any other circumstance provided for by law.
Chapter VIII
Civil Liability
Article 176 A person of the civil law shall perform civil obligation and bear civil liability as provided for by law or agreed upon between the parties.
Article 177 Where two or more parties should bear proportionate liability according to law, if the liability of each party can be determined, they shall each bear their liability accordingly; otherwise, the said parties shall equally share the liability.
Article 178 Where two or more parties should bear joint and several liability according to law, the right holder is entitled to request part or all of the said parties to bear the liability.
Parties subjected to joint and several liability shall proportionately bear liability as determined based on the portion of liability of each party; if it is impossible to determine the portion of liability of each party, they shall equally share the liability. If a party bears more liability than the share due, the party is entitled to claim compensation from the other party (parties) subjected to joint and several liability.
Joint and several liability shall be provided for by law or agreed upon between the parties.
Article 179 The main ways and means to bear civil liability are as follows:
(1) cessation of infringement;
(2) removal of nuisance;
(3) elimination of danger;
(4) return of property;
(5) restoration to the original condition;
(6) repair, redoing or replacement;
(7) continuance of performance;
(8) compensation for loss;
(9) payment for breach of contract;
(10) elimination of adverse effects and rehabilitation of reputation; and
(11) extension of apology.
If punitive damages are provided for by law, such provisions shall be applied.
The ways and means to bear civil liability provided in this Article may be applied individually or concurrently.
Article 180 If a party is unable to perform the civil obligation due to force majeure, the party shall not bear the civil liability. If the law provides otherwise, such provisions shall prevail.
"Force majeure" means unforeseeable, unavoidable and insurmountable objective conditions.
Article 181 A party shall not be liable for the damage caused by acting out of justifiable defence.
If justifiable defence exceeds the limits of necessity and thus causes undue damage, the party acting out of justifiable defence shall bear the civil liability appropriately.
Article 182 If damage is caused due to an act taken in emergency to avoid danger, the party that gives rise to the danger shall bear the civil liability.
If a danger arises from a natural cause, the party that acts in emergency shall not bear civil liability, but may make appropriate compensate.
If the emergency measures taken are improper or exceed the limits of necessity, thus causing undue damage, the party that acts in emergency shall bear civil liability appropriately.
Article 183 If a party suffers damage for the protection of another's civil-law rights and interests, the tortfeasor shall be liable for the damage, and the beneficiary may make appropriate compensation. In the absence of a tortfeasor or in the event of the tortfeasor fleeing or lacking the capacity to assume civil liability, if the infringed in question make a claim for compensation, the beneficiary shall make appropriate compensation.
Article 184 A person shall not bear civil liability for acting voluntarily to help another in emergency and thus causes damage to the person being helped.
Article 185 If a party encroaches on the name, portrait, reputation or honor of a hero or a martyr, thus undermining the public interests, the party shall bear the civil liability.
Article 186 If a party breaches a contract and thus infringes on the personal or proprietary right of the other party, the infringed party shall have a claim of his choice against the breaching party for either breach of contract or for tortious liability.
Article 187 If a person of the civil law must bear civil, administrative and criminal liabilities for the same behavior, the assumption of administrative or criminal liability by the said person shall not affect the assumption of civil liability. If the property of the person of the civil law is insufficient to pay for all the liabilities, priority shall be given to paying for the civil liability.
Chapter IX
Limitation of Action
Article 188 The limitation of action shall be three years for applying to the people's court for the protection of civil-law rights. If the law provides otherwise, such provisions shall prevail.
The limitation period shall be calculated from the date on which the right holder is or ought to be aware of the infringement and the obligator. If the law provided otherwise, such provisions shall prevail. However, a right shall no longer be protected by the people's court if 20 years have lapsed since the date of the infringement. Under special circumstances, the people's court may grant an extension of the limitation period upon application of the right holder.
Article 189 If the parties agree on a payment of debt in installment, the limitation period shall be calculated from the date when the last installment is due.
Article 190 The limitation period for a person without capacity for civil conduct or with limited capacity for civil conduct to bring a claim against the said person's statutory agency shall be calculated from the date when the statutory agency is terminated.
Article 191 Where a minor is sexually assaulted, the limitation period for the minor to make a claim against the sexual assault shall be calculated from the date when the minor reaches the age of 18.
Article 192 Where the limitation period has expired, an obligator may have a defense for non-performance.
After the limitation period has expired, if the obligator agrees to perform the prior obligation, he shall not have a defense on the ground that the limitation period has expired; if the obligator has voluntarily performed the prior obligation, he shall not have a claim of restitution.
Article 193 The people's court shall not take the initiative to apply the provisions on the limitation of action.
Article 194 If, during the last six months of the limitation period, a right holder is unable to exercise the right to claim because of the following obstacles, the calculation of limitation of action shall be suspended:
(1) where there is force majeure;
(2) where a person without capacity for civil conduct or with limited capacity for civil conduct has no statutory agent, or the person's statutory agent is deceased or loses the capacity for civil conduct or the power of agency;
(3) where the inheritor or administrator of estate has not been determined after the opening of an inheritance;
(4) where the right holder is controlled by the obligator or another party; or
(5) any other obstacle that makes it impossible for the right holder to exercise the right to claim;
The limitation period shall expire after six months has lapsed counting from the date the ground for the suspension is eliminated.
Article 195 A limitation of action shall be discontinued under any of the following circumstances, and the limitation period shall be counted anew from the time of discontinuance or the termination of the relevant procedure:
(1) The right holder requests the obligator to perform;
(2) The obligator agrees to perform;
(3) The right holder brings a lawsuit or applies for arbitration; or
(4) Any other circumstance that has the same effect as bringing a lawsuit or applying for arbitration.
Article 196 The limitation of action shall not be applicable to the following claims:
(1) a claim for cessation of infringement, removal of a nuisance, or elimination of a danger;
(2) a claim for return of property by a party who has a property right to an immovable or a registered movable property ;
(3) a claim for repayment of the costs of upbringing or support; and
(4) any other claim that is not governed by the limitation of action in accordance with law.
Article 197 The time period, calculation methods and the grounds for suspension and discontinuance of the limitation of action shall be provided for by law. Any agreement on the aforesaid issues between the parties shall be invalid.
A waiver of one's interests in the limitation of action by a party in advance shall be invalid.
Article 198 Any statute of limitation for arbitration shall be applicable; in the absence of a statute of limitation for arbitration, the provisions on the limitations of action shall be applied mutatis mutandis.
Article 199 The time period of the rights, including the right to revocation and the right to dissolution, which are provided for by law or agreed upon between the parties, shall, except otherwise prescribed by law, be calculated from the date when the right holder is or ought to be aware that he has such a right, and the provisions on the suspension, discontinuance and extension of the limitation of action shall not be applicable. The aforesaid rights, including the right to revocation and the right to dissolution, shall extinguish upon expiration of the time period.
Chapter X
Calculation of Time Periods
Article 200 Time periods referred to in the civil law shall be calculated in term of year, month, day and hour by the Gregorian calendar.
Article 201 When a time period is calculated in term of day, month or year, the day on which the time period begins shall not be counted in and the calculation shall begin on the next day.
When a time period is calculated in term of hour, the calculation of the period shall begin on the time prescribed by law or agreed upon between the parties.
Article 202 When a time period is calculated in term of month or year, the date of the expiration month that is corresponding to the beginning date shall be the last day of the time period. In the absence of a corresponding date, the last day of the expiration month shall be the last day of the time period.
Article 203 If the last day of a time period falls on a statutory holiday, the first day after the holiday shall be deemed as the last day.
The last day shall end at 24:00 hours. If business hours are applicable, the last day shall end at the closing time.
Article 204 The calculation of a time period shall be governed by the provisions of this Law, except otherwise provided for by law or agreed upon between the parties.
Chapter XI
Supplementary Provisions
Article 205 In the civil law, the terms "not less than", "not more than", "within" and "expiration/expire" shall include the given figure; the terms "under", "more than" and "beyond" shall not include the given figure.
Article 206 This Law shall go into effect on October 1, 2017.
