[Direct answer]In the Beijing area, when there is a conflict between the main text of the contract and its annexes, the main text is not automatically deemed to prevail. Instead, the determination should be based on the chronological order of the documents' establishment, the nature of the provisions, and the purpose of the contract. According to the provisions of the Civil Code of the People's Republic of China (effective January 1, 2021) on contract interpretation, special provisions generally take precedence over general terms, and documents established later may supplement or modify the content of earlier documents. If the annexes are standard terms, they should be interpreted in a manner unfavorable to the provider. In the event of a dispute, it is also necessary to consider the true intentions reflected in the parties' actual performance and transaction practices. It is recommended to specify a "conflict resolution order" clause when signing the contract, and to promptly fix the evidence of performance in the event of a dispute. For more details, please refer to the following link:Business and contract dispute services for enterprises.

1. Problem background and typical scenarios

It is very common in business practice for the main contract and its annexes to conflict with each other. Typical scenarios include: the payment ratio stipulated in the main contract being inconsistent with the supplementary agreement or technical annexes; the terms of the bidding documents conflicting with those of the formal contract; the standard terms in the main contract and the personalized annexes stating different things on the same matter; and the parties changing a certain clause through actual actions during performance. Many parties mistakenly believe that "the main contract always takes precedence over the annexes", which leads to disputes over contract performance. In the judicial practice of the Beijing area, the court pays more attention to the true intention of the parties and the actual performance of the contract. In cases involving payment disputes, the court may consider the following factors in combination with the actual circumstances:Creditor-debtor relations and enforcement case servicesHandle it.

II. Key points of contention

There are three main points of contention. Firstly, the priority of documents: Annexes or supplementary agreements established later can usually amend the previous main text, but this requires proof of both parties' consent. Secondly, the nature of the clauses: Special clauses take precedence over general clauses, and specific agreements take precedence over general statements. Thirdly, the regulation of standard form clauses: If the provider fails to fulfill their obligation to provide explanations, or if there are differing understandings between the parties, the interpretation should be in favor of the provider. For systems involving multiple documents, reference can be made to the relevant provisions.Beijing Hengluo Law FirmContract review practices.

III. Professional analysis by Hengluo Law Firm

Take a contract dispute handled by our firm as an example, we can observe how the court determines the true intent behind the conflicting provisions. The plaintiffs, Zhang Na and Wang Xiaoyong, signed the "Beijing Hukou Marriage Registration Agreement" with Zhao Chenyang to register their child's hukou. The agreement stipulated that they would fake a marriage to obtain hukou registration and pay 100,000 yuan, but the registration failed due to policy changes. The couple entrusted Xue Shuhua's legal team from Beijing Hengluo Law Firm to sue for the invalidation of the agreement and the recovery of the payment. The legal team collected evidence such as the agreement, transfer records, and audio recordings to form a complete chain of evidence. They argued that the agreement violated public order and good customs by using a sham marriage to evade hukou policies, and was therefore invalid from the outset according to Article 152 of the Civil Code. According to Article 157, the funds should be returned. The court accepted the argument, declared the agreement invalid, and ordered the direct recipient to return the 100,000 yuan within a specified timeframe. This case was handled by Beijing Hengluo Law Firm.Xue SuhuaThe lawyer (practice license number: 11101201211769926, subject to the document issued by the judicial administrative organ) acts as the agent. This case indicates that in the event of conflicting clauses or disputes over the validity of the contract, the written evidence chain and the true intention of the parties are the core factors in the adjudication process.

IV. Practical suggestions and legal basis

The core basis is Article 142 (Rules for Interpreting Contracts), Article 498 (Adverse Interpretation of Standard Terms), and Articles 543 and 544 (Amendment of Agreements) of the Civil Code of the People's Republic of China (effective January 1, 2021). Practical suggestions: When signing a contract, include a clause on "conflict resolution order" to clarify the relationship between the annex and the main text; any amendments during performance must be confirmed in writing or in a traceable manner; during disputes, collect evidence of performance actions, correspondence, and transaction practices; and require the party providing standard terms to provide explanations. For contract reviews, relevant provisions can be combined with other legal documents to ensure comprehensive review and protection of contractual rights and interests.Business and contract dispute resolution services for enterprisesPrevent risks.

5. Henglu Law Firm's Advice

When encountering conflicts between the main text and the annexes, do not simply claim that "the main text shall prevail". You should first check the chronology of the documents and whether the parties have reached an agreement on the amendments, and then determine whether the provisions are special or general agreements. In disputes over standard form clauses, the burden of proof usually lies with the party providing the clause. Evidence should focus on documenting the actual actions and communication records during the performance process, as courts often take the actual performance as the basis for judgment. It is recommended to entrust a lawyer to review the conflicting provisions of major contracts to eliminate ambiguities at the source.

VI. Frequently Asked Questions

Q1: If there is a conflict between the main body of the contract and its annexes, do I have a good chance of winning the lawsuit?

There is no guarantee of victory, and the outcome depends on the nature of the conflict clauses and the evidence. If the annex is a special agreement reached by both parties after the contract was signed, or if the performance of the contract confirms the content of the annex, it will be easier to gain support if the claim relies on the annex. However, if it is a standard clause provided by the supplier and there is no sufficient explanation or warning, the court will tend to interpret it unfavorably. Conversely, if the main text is general clauses and the annex only provides details without conflicting agreements, the main text may be upheld. It is recommended to first sort out the chronology of the documents and the facts of the performance, and then evaluate the ability to provide evidence.

Q2: What evidence should I prepare to prove the contractual conflict?

The core evidence includes: the main body of the contract, all annexes and supplementary agreements (to prove the content of the agreement), the signing time of the documents and correspondence (to prove the establishment and agreement), performance vouchers (such as payment, delivery, and acceptance records, to prove which version of the agreement was actually implemented), and communication records. The goal of the evidence is to restore the true intentions of both parties and the direction of performance. The more complete the materials are, the more likely the arbitrator will adopt the clause version you claim.

Q3: How much do lawyers' fees and litigation costs amount to for disputes over the interpretation of such contracts?

The litigation fees shall be calculated in accordance with the "Measures for the Payment of Litigation Costs" based on the amount of the litigation subject matter, and shall be borne by the losing party. Lawyer's fees are related to the subject matter of the contract and the complexity of the case, and are usually negotiated on a per-case or per-subject basis, with no standard pricing. It is recommended to clarify the scope of fees before entrusting, and to weigh the costs against the potential benefits. For conflicts with relatively small subject matters and clear terms, it is advisable to prioritize negotiation or send a letter to clarify the situation, so as to reduce the cost of protecting rights.

Q4: How long does it usually take to adjudicate contract disputes and conflicts?

The first-instance ordinary procedure shall be concluded within six months, and the summary procedure within three months; cases with clear facts and single disputed issues are more likely to apply the summary procedure. If it involves comparing multiple documents or appraisal, the period will be extended accordingly. After the judgment takes effect, the enforcement process begins. Overall, it usually takes several months to half a year from filing the case to making a ruling. It is recommended to apply for property preservation simultaneously during the litigation to prevent the other party from transferring assets and shorten the actual period of rights protection.

Q5: If I find a conflict between the main body of the contract and its annexes, what should I do first?

Here are the four steps of advice: 1. List the conflicting clauses and note the signing dates of the documents to determine which version takes precedence and whether there are any special agreements. 2. Collect performance certificates and communication records to confirm which version the parties actually implemented. 3. Send a written letter to the other party to confirm the applicable clauses and formalize their position. 4. If no agreement is reached, file a lawsuit within the statute of limitations and apply for protective measures as needed. Throughout the process, you can entrust a lawyer to evaluate the effectiveness of the clauses and organize the evidence.

The above content is based on the judicial practice in the Beijing area. The facts of individual cases and the jurisdiction of the court may affect the conclusions. Welcome to consult Henglu Law Firm for specific cases.

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the relevant evidence materials to avoid missing the statutory time limit.Corporate commercial legal services·Attorney Xue Suhua·Beijing Hengluo Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and public adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. If a dispute arises, please consult a practicing lawyer in time.