Article 907

A warehouser shall examine the goods before accepting them in accordance with the agreement. Where a warehouse, upon examining the goods, finds that the goods to be stored are inconsistent with the agreement, he shall promptly notify the depositor. A warehouser shall bear the liability for compensation if, after he has examined and accepted the stored goods, the goods are not in conformity with the agreement in terms of the types, quantity, or quality.

Article 908

Upon delivering of the goods for storage by a depositor, the warehouser shall issue a document such as a warehouse receipt or entry.

Article 909

A warehouser shall sign or stamp on a warehouse receipt. A warehouse receipt shall contain the following particulars:

(1)   the name or designation and domicile of the depositor;

(2)   the type, quantity, quality, package, the number of pieces, and marks of the stored goods;

(3)   the standard for damage and spoilage of the stored goods;

(4)   the warehousing site;

(5)   the warehousing period;

(6)   the warehousing fee;

(7)    the insured amount, term of insurance, and the designation of the insurer if the goods to be stored have been insured; 

(8)   the name of the issuer and the place and date of issuance.

Article 910

A warehouse receipt is a proof for collecting the stored goods. Where a warehouse receipt is endorsed by the depositor or a holder of the receipt, and is signed or stamped by the warehouser, the right to collect the stored goods may be assigned to another person.

Article 911

A warehouser shall, upon request of the depositor or the holder of the warehouse receipt, allow the depositor or the holder to examine the stored goods or to take samples thereof.

Article 912

Where a warehouser finds that the stored goods deteriorate or suffer from other damages, the warehouser shall promptly notify the depositor or the holder of the warehouse receipt.

Article 913

Where a warehouser finds that the stored goods deteriorate or suffer from other damages, which endangers the safety and the normal warehousing of the other stored goods, he shall demand the depositor or the holder of the warehouse receipt to despose of the goods when necessary. In case of emergency, a warehouser may make necessary disposal, but afterwards shall promptly notify the depositor or the holder of the warehouse receipt about the situation.

Article 914

Where there is no agreement between the parties on the warehousing period or the agreement is unclear, the depositor or the holder of the warehouse receipt may collect the stored goods at any time, and the warehouser may, at any time, request the depositor to collect the stored goods, provided that a reasonable period of time necessary for preparations shall be given.

Article 915

Upon expiration of the warehousing period, the depositor or the holder of the warehouse receipt shall collect the stored goods by presenting the warehouse receipt, warehouse entry, or the like. Where the depositor or the holder of the warehouse receipt delays in collecting the stored goods, additional warehousing fees shall be charged; where the goods are collected before expiration of the warehousing period, the warehousing fees shall not be reduced.

Article 916

Where a depositor or a holder of the warehouse receipt fails to collect the stored goods upon expiration of the warehousing period, the warehouser may demand the depositor or the holder of the warehouse receipt to collect the goods within a reasonable period of time; if the depositor or the holder still fails to collect the goods beyond the reasonable period, the warehouser may have the warehoused goods placed in escrow.

Article 917

If within the warehousing period, the stored goods are destructed, damaged, or lost due to improper warehousing by the warehouser, the depository shall bear the liability for compensation.

Where the deterioration or damage of the stored goods is due to the inherent nature of the goods, or because the goods are not packaged in accordance with the agreement, or because they are stored beyond a valid storage period, the warehouser shall not be liable for compensation.

Article 918

For matters not provided in this Chapter, the relevant provisions on the contracts for custody of property shall be applied.

Chapter XXIII Entrustment Contracts

Article 919

An entrustment contract is a contract under which a principal and an agent agree that the agent shall handle the matters for the principal.

Article 920

A principal may specifically entrust an agent to handle one or several matters, and may also generally entrust an agent to handle all matter of his.

Article 921

A principal shall pay in advance the expenses for handling the entrusted matter. Where an agent pays for the principal necessary expenses in handling an entrusted matter, the principal shall reimburse the expenses with interest.

Article 922

An agent shall handle the entrusted matter in accordance with the instructions given by the principal. Where it is necessary to modify such instructions, the modification shall be consented to by the principal; where the situation is emergent and it is difficult to obtain the principal’s consent, the agent shall properly handle the entrusted matter, and shall, afterwards, promptly inform the principal of the situation.

Article 923

An agent shall handle the entrusted matter in person. With the consent of the principal, an agent may sub-entrust it to a third person. Where the sub-entrustment is consented to or ratified by the principal, the principal may directly instruct the sub-entrusted third person on an entrusted matter, and the agent shall only be liable for the selection of the third person and for the instructions given by himself to the third person. If the sub-entrustment is not consented to or ratified by the principal, the agent shall be liable for an act done by the sub-entrusted third person, unless the sub-entrustment is for protecting the interests of the principal in case of emergency.

Article 924

An agent shall, upon request of the principal, report on the situation of the entrusted matter. Upon termination of the entrustment contract, an agent shall report on the result of the entrusted matter.

Article 925

Where an agent, acting within the scope of authority granted by the principal, concludes a contract with a third person in his own name, if the third person is aware of the agency relationship between the agent and the principal, the said contract shall directly bind the principal and the third person, unless there is definite evidence establishing that the said contract binds only the agent and the third person.

Article 926

Where a contract is concluded by an agent in his own name with a third person who is not aware of the agency relationship between the agent and the principal, if the agent fails to perform his obligations owed to the principal because of the third person, the agent shall disclose the third person to the principal, and the principal may then exercise the right of the agent against the third person, unless the third person would not have concluded the contract if he has been aware of the existence of the principal at the time of concluding the contract.

Where an agent fails to perform his obligations owed to a third person because of the principal, the agent shall disclose the principal to the third person, and the third person may then claim his rights against either the agent or the principal as a counterparty, except that he may not change the counterparty once he has made the selection.

Where a principal exercises the right of the agent against the third person, the third person may claim the defense he has against the agent against the principal. Where the third person elects the principal as the counterparty, the principal may claim against the third person the defense he has against the agent, as well as the agent's defense against the third person.

Article 927

An agent shall hand over to the principal any property acquired in handling the entrusted matter.

Article 928

When an agent has accomplished the entrusted matter, the principal shall pay remuneration to the agent in accordance with the agreement.

Where an entrustment contract is rescinded or the entrusted matter cannot be accomplished due to a cause not attributable to the agent, the principal shall pay corresponding remuneration to the agent, unless otherwise agreed by the parties.

Article 929

Under a non-gratuitous entrustment contract, where losses are caused to the principal due to the agent’s fault, the principal may request compensation.                                                                                                                                                 Under a gratuitous entrustment contract, where losses are caused to the principal by the agent’s intentional act or by his gross negligence, the principal may request for compensation.

Where an agent acts beyond authorization thus causing losses to the principal, the agent shall make compensation.

Article 930

Where an agent suffers a loss in handling the entrusted matter due to a cause not attributable to himself, he may request compensation from the principal.

Article 931

A principal may, with consent of the agent, authorize a third person other than the agent to handle the entrusted matter. If a loss is thus caused to the agent, the agent may request compensation from the principal.

Article 932

Where two or more agents jointly handle an entrusted matter, they shall bear joint and several liabilities to the principal.

Article 933

A principal or an agent may rescind the entrustment contract at any time. Where rescission of the contract by a party causes losses to the other party, the party rescinding a gratuitous entrustment contract shall compensate for the direct loss caused by the rescission at an improper time, and the party rescinding a non-gratuitous entrustment contract shall compensate for the direct loss and the expected profit obtainable if the contract has been performed, unless the loss is caused by a reason not attributable to the rescinding party.

Article 934

An entrustment contract shall terminate where the principal dies or is terminated, or if the agent dies, loses capacity for performing civi juristic acts, or is terminated, unless otherwise agreed by the parties or it is inappropriate to terminate the contract based on the nature of the entrusted matter.

Article 935

Where the termination of an entrustment contract which is resulted from the death, declared bankruptcy, or declared dissolution of the principal will harm the interests of the principal, the agent shall continue to handle the entrusted matter untill the heir, administrator of estate, or the liquidator of the principal takes it over.

Article 936

Where an entrustment contract is terminated owing to the death, loss of capacity for performing civil juristic acts, declared bankruptcy or dissolution of the agent, the heir, administrator of estate, legal representative, or liquidator of the agent shall promptly notify the principal. Where the termination of the entrustment contract will harm the interests of the principal, the heir, administrator of estate, legal representative, or liquidator of the agent shall take necessary measures before the principal takes remedial measures.

Chapter XXIV

Contracts for Property Management Service

Article 937

A contract for property management service is a contract under which a property management service provider provides to the property owners with property management services within the service area, such as repair and maintenance of buildings and the auxiliary facilities thereof, the management and maintenance of the environmental hygiene, keeping the order, and like, and the property owners pay property management fees in return.

Property management service providers include property management service enterprises and other managers.

Article 938

A property management service contract generally contains clauses specifying the contents of the services, the service quality, the rates and the collection methods of the service fee, the use of the maintenance funds, the management and use of the service premises, the term of service, the service handover, and the like.

A commitment of service made publicly by a property management service provider in favor of the property owners shall be a component part of the property management service contract.

A property management service contract shall be in writing.

Article 939

A preliminary property management service contract concluded between a developer and a property management service provider in accordance with law, or a property management service contract concluded by an owners’ committee and a property management service provider selected and hired in the owners’ assembly in accordance with law are legally binding on the owners.

Article 940

Where, prior to expiration of the service term as agreed in a preliminary contract for property management service concluded between a developer and a property management service provider in accordance with law, a contract for property management service concluded by the owners’ committee or the owners and a new property management service provider becomes effective, and the preliminary contract for property management service shall be terminated.

Article 941

Where a property management service provider authorizes a specialized service entity or any other third person to handle some specialized services in the property management service area, the property management service provider shall be responsible to the owners in terms of the specialized services.

A property management service provider shall not delegate to a third person all the property management services it is obligated to provide, or divide the property management services and delegate each to a third person.

Article 942

A property management service provider shall, in accordance with the contract and the nature of the use of the property, properly repair, maintain, clean, grow plant, and manage the common space of the property management service area co-owned by the owners, maintain the basic order in the property management service area, and take reasonable measures to protect the owners’ personal and property safety.

For any violation of the relevant laws and regulations on public security, environmental protection, fire protection, and the like, in the property management service area, the property management service provider shall, in a timely manner, take reasonable measures to stop the violation, make a report to the competent departments, and render assistance in its handling.

Article 943

A property management service provider shall, in a reasonable manner, regularly disclose to the owners and report to the owners’ assembly and the owners' committee on its services, the responsible personnel, the quality requirements, the items that a fee is charged, the rate of the fee, the performance of obligations, use of the maintenance funds, and the management and income generated from using the common space co-owned by the owners, and the like.

Article 944

An owner shall pay property management fees to the property management service provider in accordance with the agreement. Where a property management service provider has provided services in accordance with the agreement and the relevant regulations, an owner shall not refuse to pay the property management fees on the ground that he has not accepted or need not accept the relevant property management service.

Where an owner fails to pay the property management fees within the agreed period in breach of the agreement, the property management service provider may demand his payment within a reasonable period of time; if the owner still fails to make payment within the said period, the property management service provider may initiate a legal action or apply for arbitration.

The property management service provider may not collect the property management fees by such means as shutting off power, water, heat, or gas.

Article 945

Where an owner decorates or remodels the unit he owns in a building, he shall notify the property management service provider in advance, follow the reasonable rules provided by the property management service provider, and cooperate with the property management service provider in necessary onsite inspection.

If an owner transfers or leases the unit exclusively owned by him within a building, creates a right of habitation therein, or changes the use of the common space in accordance with law, he shall timely inform the property management service provider of the relevant situation.

Article 946

Where the owners jointly decide to dismiss the property management service provider in accordance with the statutory procedure, the contract for property management service may be rescinded. In such a case, the property management service provider shall be notified in writing 60 days in advance, unless otherwise agreed by the parties.

If ressission of the contract in accordance with the preceding paragraph causes loss to the property management service provider, the owners shall compensate for the loss, unless the loss is incurred by a cause not attributable to the owners.

Article 947

Where the owners jointly decide to continue employing a property management service provider before expiration of the service term, they shall renew the contract with the original property management service provider before expiration of the term of the contract.

Before ex;iration of the service term, where a property management service provider does not consent to continued employment, it shall notify the owners or the owners' committee in writing 90 days before expiration of the term of the contract, unless otherwise agreed by the parties.

Article 948

Where, upon expiration of the property management service term, the owners  fail to make a decision in accordance with law to continue employing the original service provider or to employ another service provider, if the property management service provider continues to provide property management services, the original contract for property management service shall continue to be valid, except that it becomes one with an indefinite term.

Either party may rescind such a contract for property management service at any time, provided that the other party shall be notified in writing 60 days in advance.

Article 949

Upon termination of a contract for property management service, the original property management service provider shall vacate the property management service area within the agreed time or a reasonable period of time, surrender the property service premises, the related facilities, and the relevant materials necessary for property management service, and the like, to the owners' committee, the owners who decide to exercise management themselves, or the person designated by them, cooperate with the new property management service provider in effectively conducting handover work, and truthfully disclose the information regarding the use and management of the property.

The original property management service provider who violates the provisions of the preceding paragraph shall not request the owners to pay the property management fee after the termination of the contract for property management service, and shall bear the liability for compensation if loss is caused to the owners.

Article 950

After a contract for property management service is terminated and before the handover to the new property management service provider selected by the owners or the owners' assembly or to the owners who decide to exercise management by themselves, the original property management service provider shall continue to provide property management services, and may request the owners to pay the property management fee during this period.

Chapter XXV Brokerage Contracts

Article 951

A brokerage contract is a contract under which a broker in his own name engages in trade activities for a client who pays remuneration in return.

Article 952

The expenses incurred by a broker in handling the entrusted matters shall be borne by the broker, unless otherwise agreed by the parties.

Article 953

Where a broker possesses the commissioned article, the broker shall properly keep it.

Article 954

If the commissioned article has a defect at the time when they are delivered to a broker, or if it is perishable, the broker may dispose of the article upon his client’s consent; if the broker is unable to make prompt contact with the client, the broker may dispose of the article in a proper manner.

Article 955

Where a broker sells an article at a price lower than the price set by the client, or buys an article at a price higher than the price set by the client, the broker shall obtain the consent of the client; where such a deal is made without the consent of the client and the broker makes up for the price difference, the said deal is binding on the client.

Where a broker sells an article at a price higher than the price set by the client or buys an article at a price lower than the price set by the client, remuneration may be increased in accordance with the agreement. Where there is no such an agreement or the agreement is unclear, if it cannot be determined according to the provisions of Article 510 of this Code, the benefit shall belong to the client.

Where a client has given a special instruction on the price of an article, the broker may not sell or buy it contrary to the said instruction.

Article 956

Where a broker buys or sells a commodity with a market price, unless otherwise indicated by the client, the broker himself may serve as a buyer or a seller.

Despite the situation provided in the preceding paragraph, the broker may still request the client to pay remuneration.

Article 957

Where a broker buys a commissioned article in accordance with the contract, the client shall accept the article in a timely manner. Where, after being demanded by the broker, the client refuses to accept the article without just cause, the broker may have the commissioned article placed in escrow in accordance with law.

Where a commissioned article cannot be sold or the client withdraws from the commissioned sale, if the client, after being demanded by the broker, fails to take back or dispose of the said article, the broker may have the commissioned article placed in escrow in accordance with law.

Article 958

A broker who concludes a contract with a third person shall directly enjoy the rights and assume the obligations under the said contract.

Where a third person fails to fulfill the contractual obligation thus causing losses to the client, the broker shall bear the liability for compensation, unless otherwise agreed by the broker and the client.

Article 959

Where a broker has accomplished the entrusted matter in full or in part, the client shall pay remuneration accordingly. Where a client fails to pay remuneration as scheduled, the broker has the right to retain the commissioned article under a lien unless otherwise agreed by the parties.

Article 960

For matters not provided in this Chapter, the relevant provisions on entrustment contracts shall be applied mutatis mutandis.

Chapter XXVI Intermediary Contracts

Article 961

An intermediary contract is a contract under which a middleman reports to the client the opportunity for concluding a contract or provides intermediary services for the conclusion of a contract, for which the client pays remuneration.

Article 962

The middleman shall truthfully report to the client matters related to the conclusion of the contract.

Where a middleman intentionally conceals important facts in relation to the conclusion of the contract or provides untrue information thereof, thus harming the interests of the client, he may not request for remuneration and shall bear the liability for compensation.

Article 963

Where a middleman contributes to the conclusion of a contract, the client shall pay remuneration in accordance with the agreement. Where there is no agreement between the parties on the remuneration for the middleman or the agreement is unclear, if it cannot be determined according to the provisions of Article 510 of this Code, the remuneration shall be reasonably determined in accordance with the middleman's services. Where the intermediary services provided by the middleman facilitates the conclusion of a contract, the parties to the said contract shall equally share the disbursement of the remuneration to the middleman.

In facilitating the conclusion of a contract, the expenses incurred in the intermediary activities shall be borne by the middleman.

Article 964

Where a middleman fails to facilitate the conclusion of a contract, he may not request the payment of remuneration, but may request the client to pay for the necessary expenses incurred in the intermediary activities in accordance with the agreement.

Article 965

Where a client, after accepting the services of the middleman, uses the trading opportunity or intermediary services provided by the middleman to bypass the middleman and directly concludes a contract with another person, the client shall pay remuneration to the middleman.

Article 966

For matters not provided in this Chapter, the relevant provisions on entrustment contracts shall be applied mutatis mutandis.

Chapter XXVII Partnership Contracts

Article 967

A partnership contract is an agreement between two or more partners to share benefits and assume risks for a joint enterprise.

Article 968

A partner shall fulfill his obligation to contribute capital in accordance with the method, amount, and time limit for payment in accordance with the agreement.

Article 969

The capital contributions made by the partners and the proceeds therof and other property acquired in accordance with law in the course of the partnership business are partnership property.

A partner may not request partition of the partnership property prior to the termination of the partnership contract.

Article 970

A partner who makes a decision on the partnership businesses shall obtain unanimous consent of all the partners, unless otherwise agreed in the partnership contract.

The partnership businesses shall be jointly managed by all partners. One or more partners may be authorized to manage the partnership business in accordance with the partnership contract or the decision made by all partners; and the other partners shall cease to manage the partnership business, except that they have the right to supervise the management.

Where the partners manage the partnership business separately, the managing partner may raise objections on the matters managed by the other partners, in which case, the other partners shall suspend the management of such matter.

Article 971

A partner may not request remuneration for management of the partnership business, unless otherwise agreed in the partnership contract.

Article 972

The sharing of the profits and allocation of losses of a partnership shall be in accordance with the partnership contract; where there is no such an agreement in the partnership contract or the agreement is unclear, the partners shall make a decision through consultation. Where such consultation fails, the partners shall share the  profits and assume the losses in proportion to their paid-in capital, or share the profits and assume the losses in equal share if the proportions of their paid-in capital cannot be determined.

Article 973

The partners shall bear joint and several liabilities for the partnership obligations. A partner who has performed the partnership obligations in excess of his share has the right to indemnification against the other partners.

Article 974

Unless otherwise agreed in the partnership contract, a partner who transfers all or part of his share of property to a person other than a partner shall obtain unanimous consent of the other partners.

Article 975

A creditor of a partner shall not subrogate and exercise any right of the partner provided in this Chapter and the partnership contract, except that a creditor may subrogate and exercise the partner’s claim against the partnership for distribution of the benefits.

Article 976

Where there is no agreement between or among the partners on the term of the partnership, or the agreement is unclear, if the term cannot be determined according to the provisions of Article 510 of this Code, the partnership shall be deemed as a partnership with an indefinite term.

If a partner continues to manage the partnership business upon expiration of the term of the partnership, and the other partners fail to raise any objection, the original partnership contract shall continue to be valid, but with an indefinite term.

A partner may dissolve a partnership contract with an indefinite term at any time, but the other partners shall be notified within a reasonable period of time in advance.

Article 977

Where a partner dies, loses capacity for performing civil juristic acts, or is terminated, the partnership contract is terminated, unless otherwise provided in the partnership contract, or it is inappropriate to terminate the contract due to the nature  of the partnership affairs.

Article 978

Upon termination of a partnership contract, after paying the expenses for termination and discharging the partnership debts, the residual assets of the partnership property, if any, shall be distributed in accordance with the provisions of Article 972 of this Code.

Part Three Quasi-contracts

Chapter XXVIII
Negotiorum Gestio

Article 979

Where a person who has neither a statutory nor a contractual obligation acts as a custodian to manage another person’s affair in order to prevent the latter from suffering a loss of interests, the said person may request the beneficiary to reimbure the necessary expenses incurred therefrom. Where such a custodian suffers losses when managing another person’s affairs, the custodian may request the beneficiary to make appropriate compensation.

Where the management of another person’s affairs is contrary to the true will of the beneficiary, the custodian does not have the right provibed in the preceding paragraph, unless the true will of the beneficiary is in violation of law or against the public order or good morals.

Article 980

Where the management by a custodian of another person’s affairs does not fall within the circumstances provided in the preceding Article, but the beneficiary has enjoyed the benefit of the management, the beneficiary shall be subject to the obligations provided in the first paragraph of the preceding Article to the custodian to the extent of the benefit he gains therfrom.

Article 981

A custodian shall manage another person’s affairs in the best interest of the beneficiary. Where suspension of management is to put the beneficiary at a disadvantage position, the management may not be suspended without just cause.

Article 982

Where a custodian manages another person’s affairs, he shall promptly notify the beneficiary if he is able to do so. Where the matter does not need urgent management, the custodian shall wait for the beneficiary’s instruction.

Article 983

Upon termination of the management, a custodian shall report the management of the affairs to the beneficiary. The property obtained by the custodian in the management of the affairs shall be surrendered to the beneficiary in a timely manner.

Article 984

Where the management of another person’s affairs by a custodian is subsequently ratified by the beneficiary, the provisions on entrustment contracts shall be applied to the management from the commencement of the management, unless  the custodian expresses his intention otherwise.

 Chapter XXIX Unjust Enrichment

Article 985

Where a person is unjustly enriched without a legal basis, the person who thus suffers a loss is entitled to request the enriched person to return the benefit, unless under any of the following circumstances:

(1)   the payment is made for performing a moral obligation;

(2)   the payment is made to satisfy an obligation not yet due; or

(3)   the payment is made to an obligation knowing that there is no obligation to pay.

Article 986

Where a person enriched does not know or should not have known that the enrichment is without a legal basis, and if the enrichment no longer exists, the person has no obligation to return the benefit thus received.

Article 987

Where a person enriched knows or should have known that the enrichment is without a legal basis, the aggrieved person may request the enriched person to return the benefit thus received and make compensation for the losses in accordance with law.

Article 988

Where a person enriched has gratuitously transfered the benefit received to a third person, the aggrieved person may request the third person to assume the obligation to return the benefit to the corresponding extent.