[Direct answer]Yes. According to Article 495 of the Civil Code of the People's Republic of China (effective January 1, 2021), subscription agreements, purchase agreements, and reservation agreements, etc., which stipulate that a contract will be concluded within a certain period in the future, constitute reservation contracts. If a party fails to fulfill the obligation to conclude a contract as stipulated in the reservation contract, the other party may request it to bear the breach of contract liability for the reservation contract. The scope of compensation is usually based on the reliance interests, combined with the fault of the breaching party, the causality, and the foreseeable rules, and is not necessarily equivalent to all the benefits that can be obtained after the performance of the main contract. If a deposit is agreed upon, the party may also claim the penalty for the deposit according to Article 587.

I. Problem Background and Typical Scenarios

Reservation contracts are widely used in scenarios such as purchasing commercial housing, inviting merchants to invest in shops, equity investment, and industrial cooperation: When buying a house, if the seller raises the price or resells it to others after the buyer pays the deposit; when inviting merchants to invest, if the lessee reneges on the contract after the lessor completes the renovation; in project acquisitions, if one party signs a framework agreement but delays in proceeding with formal transaction documents. Whether such documents are reservation contracts or negotiable documents directly determines whether compensation can be claimed. The structure design of transaction documents can be combined with the following aspects:Business and contract dispute services for enterprisesEvaluation.

II. Key points of contention

There are three main points of contention. Firstly, whether a preliminary contract has been established: if the text has reached an agreement on core elements such as the subject, the object, the price or rent, and the term, and clearly states that a formal contract will be concluded in the future, it is generally considered a preliminary contract; if it only expresses an intention to cooperate and none of the core elements have been determined, it is a consultative document. Secondly, the liability for the failure to conclude a formal contract: if one party violates the principles of fairness and good faith, denies the agreed terms, proposes unreasonable conditions that the other party cannot accept, or refuses to continue negotiations, it constitutes a breach of the preliminary contract; if both parties negotiate in good faith but fail to reach an agreement due to differences in interests, it is not attributable to either party. Thirdly, the scope of compensation: it is generally limited to the reliance interest and is distinguished from the performance interest.

III. Professional analysis by Henglue Law Firm

Take the contract dispute case represented by Attorney Zhu Guiying of our firm as an example: On June 3, 2024, a Beijing-based commercial management company and Zhang *hai signed a "House Lease Confirmation Letter", which stipulated that Zhang *hai would lease the unit 10 on the 14th floor of a certain center in Dongcheng District, with a monthly rent of 83,333 yuan and a lease term of three years. The lessor agreed to customize the decoration according to the lessee's requirements and explicitly stipulated that if the lessee failed to lease the house due to his own reasons, he would be required to compensate for the decoration costs. After the decoration was completed and passed inspection in July 2024, Zhang *hai delayed signing the formal contract for various reasons and ultimately stated explicitly that he would no longer lease the house. The lessor then sued to claim compensation for decoration and other losses totaling 700,760 yuan. The defendant argued that the confirmation letter was only signed by one party, did not stipulate the area and unit price, and was merely an expression of leasing intention. The failure to sign the contract was due to the lessor's inability to provide proof of ownership. Attorney Zhu Guiying pointed out that the confirmation letter already specified the leasing subject, the location of the house, the start date of the lease and the rent standard. The lessor actually fulfilled the obligation of decoration, and the defendant participated in the communication of the plan in the WeChat group multiple times without raising objections, which was sufficient to confirm that the core elements had been agreed upon. The defendant repeatedly delayed signing the contract for reasons such as fund escrow, but failed to provide effective evidence. The defendant clearly stated in WeChat that his attitude towards the house had not changed, but still refused to sign the contract, which constituted a malicious breach of contract. The decoration fee losses were directly related to the breach of contract. The court determined that the parties established a preliminary contract relationship and that the defendant failed to fulfill its preliminary contract obligations. It ordered the defendant to compensate for the decoration fee losses of 365,000 yuan within seven days from the date the judgment became effective and rejected other claims. This case was handled by Beijing Henglu Law Firm.Zhu GuijingAttorney (practice license number: 11101202011246828, subject to the document issued by the judicial administrative organ) acting as an agent.

IV. Practical suggestions and legal basis

The legal basis is Article 495 (Constitution and Liability for Breach of Contract of a Preliminary Contract), Article 584 (Scope of Compensation for Losses and Predictable Rules), and Article 587 (Deposit Penalty) of the Civil Code of the People's Republic of China (effective January 1, 2021). Practical suggestions: First, clarify the core elements and the intention to conclude the main contract in documents such as confirmation letters and purchase agreements; Second, stipulate the liability clauses in the event of non-performance, such as the calculation method for renovation costs, deposits, or breach of contract penalties; Third, promptly advance negotiations on the main contract after signing and retain the consultation records to distinguish between malicious breach of contract and unsuccessful negotiations; Fourth, immediately send a written reminder and take measures to minimize losses when the other party explicitly refuses to perform the contract. Shops and real estate transactions can refer to the above suggestions.Real estate sales and construction engineering servicesFor complex disputes, they can be resolved throughSpecial services and other case-related servicesThe organization provides support, and you can also refer to it for further information.Beijing Henglu Law FirmOfficial website.

5. Henglu Law Firm's Advice

Three reminders. Firstly, whether an appointment contract is established should be judged by its content rather than its name. Purchase agreements, confirmation letters, and letters of intent may all constitute appointment contracts. The key lies in whether the core elements are clear and whether there is an agreement to conclude the main contract in the future. Secondly, there are boundaries to the scope of claims: compensation for breach of appointment contracts is generally limited to reliance interests, and it is usually difficult to obtain full support for claims for the performance of the main contract. Thirdly, the determination of liability is the key to success or failure. It is necessary to review the negotiation records to determine whether the other party has breached the principle of good faith, and relevant records must be preserved.

VI. Frequently Asked Questions

Q1: If one party to the reservation contract fails to fulfill their obligations, can I file a claim for compensation?

Yes. According to Article 495 of the Civil Code of the People's Republic of China, a subscription agreement, purchase agreement, or reservation agreement that stipulates that the parties will enter into a contract within a certain period in the future constitutes a preliminary contract. If a party fails to fulfill its obligation to enter into a contract as stipulated in the preliminary contract, the other party may request it to bear the breach of contract liability for the preliminary contract. The scope of compensation is usually the reliance interest, which is based on the actual losses incurred due to the reliance on the preliminary contract, combined with the fault of the breaching party, the causality, and the foreseeable rules. If a deposit has been agreed upon, the party may also claim the penalty for the deposit according to law.

Q2: What evidence is needed to prove the liability for breach of contract in the case of appointment booking?

The key point is to prove that the contract has been established and that the other party has failed to fulfill its obligations. The core evidence includes: subscription letters, confirmation letters, purchase orders, or framework agreements; records of the parties' discussions on subsequent clauses, such as WeChat messages, emails, and meeting minutes, used to determine whether the breach of contract was malicious or due to failed negotiations; receipts for deposits and advance payments already paid, as well as expenses incurred for the fulfillment of the contract, such as decoration and design costs; and evidence of the other party's explicit refusal to enter into the contract or its proposal of unreasonable conditions. For documents that are not stamped, the evidence can be supplemented by the fact that one party has actually performed the contract and the other party has participated in it without raising objections.

Q3: How much does it cost to resolve a contract dispute involving an appointment booking?

The litigation fees shall be paid in stages based on the amount of the litigation request in accordance with the "Measures for the Payment of Litigation Fees", and shall be borne by the losing party. If the plaintiff partially wins and partially loses, the fees shall be shared proportionally. Lawyer's fees are generally determined through negotiation on a per-case or percentage basis, subject to the terms of the retainer contract, and there is no uniform standard. If the contract stipulates that the breaching party shall bear the costs of exercising rights, these costs may be claimed together. It is recommended to first calculate the scope of losses that can be claimed and the strength of the evidence, so as to avoid the litigation fees being increased due to an overly high claim amount while the actual compensation received is limited.

Q4: How long does it usually take to reach a conclusion in cases like this?

The first-instance ordinary procedure is generally concluded within six months, and the summary procedure is concluded within three months; if it involves house value appraisal, decoration loss appraisal, etc., the appraisal period will not be included in the trial period, and the actual period will be extended accordingly. The second-instance procedure is generally concluded within three months. If the other party still fails to perform after the judgment takes effect, it is necessary to apply for compulsory enforcement. Overall, it often takes more than a few months from filing a lawsuit to actually receiving the repayment. It is recommended to apply for property preservation at the same time when filing a lawsuit.

Q5: What should I do if the other party fails to fulfill the appointment?

It is recommended to follow four steps: First, immediately fix the reservation text, consultation records, payment receipts, and receipts for expenses incurred in fulfilling the contract; Second, determine the reasons why the contract failed to be concluded, distinguishing between the other party's malicious breach of contract and the failure to reach an agreement due to factors beyond both parties' control; Third, send a written reminder to the other party to conclude the contract within a reasonable period of time and retain the delivery receipt, while taking timely measures to mitigate losses; Fourth, if the other party still refuses, promptly initiate litigation or apply for arbitration, claiming compensation for losses or applying the penalty clause for the deposit in the case of an agreed deposit.

This article is written based on the common judicial interpretations in the Beijing area. If the case occurs in other regions, it is recommended to consult local lawyers to verify the regional differences.

VII. Relevant public cases (for reference, not handled by our firm)

The following cases are all sourced from the official websites of courts at all levels, judicial authorities, and authoritative media, and are not related to the cases handled by our firm. They are provided solely for reference in understanding relevant adjudication rules and do not constitute opinions on specific cases.

[Case Number]The case number has not been made public.
[Trial Court]Case from the Bulletin of the Supreme People's Court (Dai Xuefei v. Huaxin Company: Deposit Dispute over the Purchase Agreement for Commercial Housing)
[Judicial Summary]The Supreme People's Court's Gazette clearly states that, compared with the pre-sale contract for commercial housing, the purchase agreement is a preliminary contract concluded before the main contract is signed. Its purpose is to stipulate some terms in advance before the main contract is signed, and to agree to negotiate other terms until the main contract is signed. During the ongoing negotiations, if one party violates the principles of fairness and good faith, or denies the agreed terms in the preliminary contract, or proposes unreasonable conditions that the other party cannot accept, or refuses to continue negotiations to sign the main contract, it constitutes a breach of the preliminary contract and shall bear the breach of contract liability stipulated in the preliminary contract; conversely, if the two parties continue negotiations under the principles of fairness and good faith, but fail to reach an agreement on other terms due to their own interests, resulting in the failure to sign the main contract, it belongs to a situation beyond the parties' control and is not a breach of contract as stipulated in the preliminary contract. In this case, the preliminary contract shall be rescinded, and the paid deposit shall be refunded.
[Source]The Bulletin of the Supreme People's Court (Dai Xuefei v. Huaxin Company Case on the Dispute over the Deposit for the Purchase of Commercial Housing) (2007-09)

[Case No.]The case number has not been made public.
[Trial Court]Case from the Bulletin of the Supreme People's Court (Zhang Li vs. Xuzhou Tongli Chuangzhan Real Estate Co., Ltd. Dispute over the Pre-sale Contract for Commercial Housing)
[Judicial Summary]The pre-order agreement signed by both parties clearly stipulates the names of the parties, the basic information of the commercial housing, the unit price, and the payment time. However, at the time of signing the agreement, the commercial housing was still in the planning stage and had not obtained pre-sale approval. Important terms such as the delivery time, the time for obtaining the property ownership certificate, and the liability for breach of contract were not clearly stipulated and constituted unresolved clauses, which required both parties to reach a consensus when signing the sales contract. The court confirmed that the pre-order agreement constituted a reservation contract, and a reservation contract signed by a person with corresponding capacity for civil conduct under true intention-expression would be binding on both parties. Any modification without mutual consent would constitute a breach of contract, and the reservation right holder could request the other party to fulfill the obligation of concluding the main contract or compensate for losses. The developer's sale of unconstructed housing without obtaining pre-sale approval violated laws and regulations. Subsequently, the developer assigned the housing numbers specified in the subscription letter to others, resulting in the failure to conclude the main contract. The developer should return the 50,000 yuan received and bear the liability for breach of contract and compensate for losses.
[Source]The Bulletin of the Supreme People's Court (Zhang Li v. Xuzhou Tongli Chuangzhan Real Estate Co., Ltd. Dispute over the Pre-sale Contract of Commercial Housing) (2010-06)

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the evidence materials, to avoid missing the statutory time limit. →Business and commercial legal services·Attorney Zhu Guiying·Beijing Henglue Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and open 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 you encounter disputes, please consult a practicing lawyer in time.