Legislation Arrangement of External Effects of Resolutions: Comment on Provisos of Article 85 and 94 in the General Part of Chinese Civil Code

The two provisos in articles 85 and 94 in the General Part of the Chinese Civil Code involve the external effect of a first-time resolution.However,the provisos need additional consideration,as they were not theoretically,fundamentally,and systematically considered.Theoretically,the external effect of a resolution works via its influence on the representation and authority,and in such cases,the problem exists of the reliance protection of the counterparty.This problem exists whether the resolution is valid or defective.The correct method to apply the norms is to return to the existing reliance protection rules.The positive law has offered integrated rules on the reliance protection of the counterparty,which differ from each other.No common rule can be extracted; therefore,there should not be a “common factor” in the General Part of the Chinese Civil Code.The two provisos should be deleted in the sense of legislation,and should be consistent with the existing reliance protection rules in the sense of interpretation.