CONTRACT LAW OF THE PEOPLE'S REPUBLIC OF CHINA
(Adopted and Promulgated by the Second Session of the Ninth National People's
Chapter Five Amendment and Assignment of Contracts
Article 77 Amendment; Amendment Subject to Approval
A contract may be amended if the parties have so agreed.
Where amendment to the contract is subject to any procedure such as approval or registration, etc. as required by a relevant law or administrative regulation, such provision applies.
Article 78 Ambiguous Amendment Not Effective
A contract term is construed not to have been amended if the parties failed to clearly prescribe the terms of the amendment.
Article 79 Assignment of Rights; Exceptions
The obligee may assign its rights under a contract in whole or in part to a third person, except where such assignment is prohibited:
(i) in light of the nature of the contract;
(ii) by agreement between the parties;
(iii) by law.
Article 80 Duty to Notify When Assigning Rights; Revocation of Assignment Subject to Assignee's Consent
Where the obligee assigns its rights, it shall notify the obligor. Such assignment is not binding upon the obligor if notice was not given.
A notice of assignment of rights given by the obligee may not be revoked, except with the consent of the assignee.
Article 81 Assumption of Incidental Right in Case of Assignment
Where the obligee assigns a right, the assignee shall assume any incidental right associated with the obligee's right, except where such incidental right is exclusively personal to the obligee.
Article 82 Assigned Rights Subject to Accrued Defenses of Obligor
Upon receipt of the notice of assignment of the obligee's right, the obligor may, in respect of the assignee, avail itself of any defense it has against the assignor.
Article 83 Availability of Set-off to Obligor
Upon receipt of the notice of assignment of the obligee's right, if the obligor has any right to performance by the assignor which is due before or at the same time as the assigned obligee's right, the obligor may avail itself of any set-off against the assignee.
Article 84 Delegation of Obligations Subject to Consent by Obligee
Where the obligor delegates its obligations under a contract in whole or in part to a third person, such delegation is subject to consent by the obligee.
Article 85 Availability of Defenses to New Obligor
Where the obligor has delegated an obligation, the new obligor may avail itself of any of the original obligor's defenses against the obligee.
Article 86 Assumption of Incidental Obligation in Case of Delegation
Where the obligor delegates an obligation, the new obligor shall assume any incidental obligation associated with the main obligation, except where such incidental obligation is exclusively personal to the original obligor.
Article 87 Assignment Subject to Approval
Where the obligee's assignment of a right or the obligor's delegation of an obligation is subject to any procedure such as approval or registration, etc. as required by a relevant law or administrative regulation, such provision applies.
Article 88 Concurrent Assignment and Delegation
Upon consent by the other party, one party may concurrently assign its rights and delegate its obligations under a contract to a third person.
Article 89 Provisions Applicable to Concurrent Assignment
Where a party concurrently assigns its rights and delegates its obligations, the provisions in Article 79, Articles 81 to 83, and Articles 85 to 87 apply.
Article 90 Effect of Combination or Division of Contract Party
Where a party has effected combination after it entered into a contract, the legal person or organization of any other nature resulting from the combination assumes the rights and obligations thereunder. Where a party has effected division after it entered into a contract, unless otherwise agreed by the obligee and obligor thereunder, the legal persons or other organizations resulting from the division jointly and severally assume the rights and obligations thereunder.
Chapter Six Discharge of Contractual Rights and Obligations
Article 91 Conditions for Discharge
The rights and obligations under a contract are discharged in any of the following circumstances:
(i) The obligations were performed in accordance with the contract;
(ii) The contract was terminated;
(iii) The obligations were set off against each other;
(iv) The obligor placed the subject matter in&nbs
