Convergence, Culture and Contract Law in China

54 Pages Posted: 26 Jun 2011

See all articles by John H. Matheson

John H. Matheson

University of Minnesota Law School

Date Written: January 1, 2006


This article discusses selected aspects of Chinese contract law and compares Chinese contract law to related concepts in the U.S. legal system. As recognized by the author and discussed further at the end of the article, any comparative analysis of the law as written is fraught with potential superficiality and misperception. Such problems notwithstanding, this is not a study of the law as applied because there are few reported cases that have been decided under the new law. Still, several cases decided both before and after the adoption of the UCL are used for illustration. Also, the law as written may not be the law as observed in its daily application to commerce and consumers. Custom and culture often play an overriding role in the actual observance and enforcement of the law.

Despite these limitations, important insights may be gleaned from a comparative contract law perspective. Indeed, knowledge of the law as written and its variation from the common law "norm" is an essential starting point for Western businesses in contracting with and investing in China and Chinese businesses. Part I of this article briefly discusses the evolution of Chinese contract law and its apparent convergence in many respects with U.S. common law and international conventions. Part II addresses specific, selected aspects of comparison between Chinese and U.S. contract law. Part III identifies some limitations of the analysis based on cultural and developmental distinctions between China and Western societies and contract law systems.

Keywords: Contract, China, Comparative

Suggested Citation

Matheson, John H., Convergence, Culture and Contract Law in China (January 1, 2006). Minnesota Journal of International Law, Vol. 15, p. 329, 2006, Available at SSRN:

John H. Matheson (Contact Author)

University of Minnesota Law School ( email )

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612-625-3879 (Phone)

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