民法典标准英腔女声朗读Article531~563

民法典标准英腔女声朗读Article531~563

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Article 531
      A creditor may reject the debtor’s partial performance of the obligation, unless the partial performance is not detrimental to the interests of the creditor.
      Any additional expenses incurred to the creditor due to the debtor’s partial performance of the obligation shall be borne by the debtor.
      第五百三十一条 债权人可以拒绝债务人部分履行债务,但是部分履行不损害债权人利益的除外。
   债务人部分履行债务给债权人增加的费用,由债务人负担。

Article 532
      After a contract becomes effective, any party shall not fail to perform its contractual obligations on the ground that either party’s name or entity name, legal representative, the responsible person, or the person handling the contract has been changed.
      第五百三十二条 合同生效后,当事人不得因姓名、名称的变更或者法定代表人、负责人、承办人的变动而不履行合同义务。

Article 533
      After a contract is formed, where a fundamental condition upon which the contract is concluded is significantly changed which are unforeseeable by the parties upon conclusion of the contract and which is not one of the commercial risks, if continuing performance of the contract is obviously unfair to one of the parties, the party that is adversely affected may re-negotiate with the other party; where such an agreement cannot be reached within a reasonable period of time, the parties may request the people’s court or an arbitration institution to rectify or rescind the contract.
      The people’s court or an arbitration institution shall rectify or rescind the contract in compliance with the principle of fairness, taking into account the actual circumstances of the case.
      第五百三十三条 合同成立后,合同的基础条件发生了当事人在订立合同时无法预见的、不属于商业风险的重大变化,继续履行合同对于当事人一方明显不公平的,受不利影响的当事人可以与对方重新协商;在合理期限内协商不成的,当事人可以请求人民法院或者仲裁机构变更或者解除合同。
      人民法院或者仲裁机构应当结合案件的实际情况,根据公平原则变更或者解除合同。

Article 534
      Where the parties take advantage of the contract to commit an act that endangers the State’s interests and public interests, the market regulatory authority and other relevant administrative authorities shall be responsible for supervising and handling it in accordance with the provisions of laws and administrative regulations.
      第五百三十四条 对当事人利用合同实施危害国家利益、社会公共利益行为的,市场监督管理和其他有关行政主管部门依照法律、行政法规的规定负责监督处理。

Chapter V   Preservation of Contracts
第五章 合同的保全
Article 535
      Where a debtor’s right against a counterparty, or an accessory right related thereto, has not been claimed against the counterparty owing to the debtor’s indolence, and the enforcement of the creditor’s due claim is thus adversely affected, the creditor may request the people's court to allow him to exercise by subrogation the debtor's claim against the counterparty of the debtor in his own name, unless such claim belongs exclusively to the debtor himself.
      The scope of the right of subrogation is limited to the creditor's due claim. The necessary expenses for the creditor to exercise the right of subrogation shall be borne by the debtor.
      The counterparty’s defenses against the debtor may be asserted against the creditor.
      第五百三十五条 因债务人怠于行使其债权或者与该债权有关的从权利,影响债权人的到期债权实现的,债权人可以向人民法院请求以自己的名义代位行使债务人对相对人的权利,但是该权利专属于债务人自身的除外。
      代位权的行使范围以债权人的到期债权为限。债权人行使代位权的必要费用,由债务人负担。
   相对人对债务人的抗辩,可以向债权人主张。

Article 536
      Prior to the due date of the creditor’s claim, where there exists a circumstance under which the limitation period for the debtor’s principal claim or an accessory claim related thereto is to expire, or the debtor fails to timely declare his claim in a bankruptcy proceeding, and the enforcement of the creditor’s claim is thus adversely affected, the creditor may, by subrogation, request the counterparty of the debtor to perform his obligation to the debtor, declare the debtor’s claim to the bankruptcy administrator, or take other necessary acts.
      第五百三十六条 债权人的债权到期前,债务人的债权或者与该债权有关的从权利存在诉讼时效期间即将届满或者未及时申报破产债权等情形,影响债权人的债权实现的,债权人可以代位向债务人的相对人请求其向债务人履行、向破产管理人申报或者作出其他必要的行为。

Article 537
      Where the people’s court determines that the right of subrogation has been established, the counterparty of the debtor shall perform the obligation to the creditor. After the performance is accepted by the creditor, the corresponding rights and obligations between the creditor and the debtor, and those between the debtor and the counterparty, are terminated. Where the debtor’s claim or an accessory claim related thereto against the counterparty is subject to preservation or enforcement measures, or where the debtor becomes bankrupt, it shall be dealt with in accordance with the provisions of the relevant laws.
      第五百三十七条 人民法院认定代位权成立的,由债务人的相对人向债权人履行义务,债权人接受履行后,债权人与债务人、债务人与相对人之间相应的权利义务终止。债务人对相对人的债权或者与该债权有关的从权利被采取保全、执行措施,或者债务人破产的,依照相关法律的规定处理。


展开Show Notes
ASUKA_13
ASUKA_13
2025.10.11
Article 563
The parties may rescind the contract under any of the following circumstances:
(1) the purpose of a contract is not able to be achieved due to force majeure;
(2) prior to expiration of the period of performance, one of the parties explicitly expresses or indicates by his act that he will not perform the principal obligation;
(3) one of the parties delays his performance of the principal obligation and still fails to perform it within a reasonable period of time after being demanded;
(4) one of the parties delays his performance of the obligation or has otherwise acted in breach of the contract, thus makes it impossible for the purpose of the contract to be achieved; or
(5) any other circumstance as provided by law.
For a contract under which the debtor is required to continuously perform an obligation for an indefinite period of time, the parties thereto may rescind the contract at any time, provided that the other party shall be notified within a reasonable period of time.
第五百六十三条 有下列情形之一的,当事人可以解除合同:
  (一)因不可抗力致使不能实现合同目的;
 (二)在履行期限届满前,当事人一方明确表示或者以自己的行为表明不履行主要债务;
 (三)当事人一方迟延履行主要债务,经催告后在合理期限内仍未履行;
 (四)当事人一方迟延履行债务或者有其他违约行为致使不能实现合同目的;
 (五)法律规定的其他情形。
以持续履行的债务为内容的不定期合同,当事人可以随时解除合同,但是应当在合理期限之前通知对方。
ASUKA_13
ASUKA_13
2025.10.11
Article 561
In addition to performing the principal obligation, a debtor shall pay to the creditor interests and other expenses related to the enforcement of the obligation. Where the payment is not sufficient to discharge all of the obligations, unless otherwise agreed by the parties, he shall perform the obligation in accordance with the following order:
(1) the relevant expenses incurred by the creditor for enforcing his claim;
(2) the interests; and
(3) the principal obligation.
第五百六十一条 债务人在履行主债务外还应当支付利息和实现债权的有关费用,其给付不足以清偿全部债务的,除当事人另有约定外,应当按照下列顺序履行:
  (一)实现债权的有关费用;
  (二)利息;
  (三)主债务。

Article 562
The parties may rescind the contract upon agreement through consultation.
The parties may agree on the causes for rescission of the contract by a party. When a cause for rescission of contract arises, the party with the right to rescission may rescind the contract.
第五百六十二条 当事人协商一致,可以解除合同。
  当事人可以约定一方解除合同的事由。解除合同的事由发生时,解除权人可以解除合同。
ASUKA_13
ASUKA_13
2025.10.11
Article 558
After the parties’ claims and obligations are terminated, the parties shall, in compliance with the principle of good faith and the like, perform such obligations as sending notification, rendering assistance, keeping confidentiality, and retrieving the used items according to the course of dealing.
第五百五十八条 债权债务终止后,当事人应当遵循诚信等原则,根据交易习惯履行通知、协助、保密、旧物回收等义务。

Article 559
Upon termination of a claim and an obligation, a right accessory to the claim shall be extinguished concomitantly, unless otherwise provided by law or agreed by the parties.
第五百五十九条 债权债务终止时,债权的从权利同时消灭,但是法律另有规定或者当事人另有约定的除外。

Article 560
Where a debtor owes to a creditor multiple obligations of the same kind, and the debtor’s performance is not sufficient to discharge all of the obligations, upon making performance, the debtor shall designate which obligation is to be discharged, unless otherwise agreed by the parties.
Where the debtor fails to make such a designation, the due obligation shall be performed first. Where multiple obligations are all due, the obligation not secured or with the least security shall be performed firs. Where none of the obligations are secured or the obligations are equally secured, the obligation with which the debtor assumes the heaviest burden shall be performed first. Where the burdens are the same, the obligations shall be performed in the order of their due dates. Where the due dates are the same, the obligations shall be performed on a pro rata basis.
第五百六十条 债务人对同一债权人负担的数项债务种类相同,债务人的给付不足以清偿全部债务的,除当事人另有约定外,由债务人在清偿时指定其履行的债务。
债务人未作指定的,应当优先履行已经到期的债务;数项债务均到期的,优先履行对债权人缺乏担保或者担保最少的债务;均无担保或者担保相等的,优先履行债务人负担较重的债务;负担相同的,按照债务到期的先后顺序履行;到期时间相同的,按照债务比例履行。
ASUKA_13
ASUKA_13
2025.10.11
Article 553
Where a debtor delegates his obligation, the new debtor may assert a defense of the original debtor against the creditor; where the original debtor has a claim against the creditor, the new debtor may not claim a set-off against the creditor.
第五百五十三条 债务人转移债务的,新债务人可以主张原债务人对债权人的抗辩;原债务人对债权人享有债权的,新债务人不得向债权人主张抵销。

Article 554
Where a debtor delegates his obligation, the new debtor shall assume the accessory obligation related to the principal obligation, unless the accessory obligation belongs exclusively to the original debtor.
第五百五十四条 债务人转移债务的,新债务人应当承担与主债务有关的从债务,但是该从债务专属于原债务人自身的除外。

Article 555
A party may assign his rights and delegate his obligations under a contract to a third person with the consent of the other party.
第五百五十五条 当事人一方经对方同意,可以将自己在合同中的权利和义务一并转让给第三人。

Article 556
Where the rights and obligations under a contract are assigned and delegated together, the provisions on assignment of claims and delegation of obligations shall be applied.
第五百五十六条 合同的权利和义务一并转让的,适用债权转让、债务转移的有关规定。

Chapter VII Termination of Rights and Obligations under a Contract
第七章 合同的权利义务终止
Article 557
A claim or obligation shall be terminated under any of the following circumstances:
(1) the obligation has been performed;
(2) the obligations are offset against each other;
(3) the debtor has placed the subject matter in escrow in accordance with law;
(4) the creditor has exempted the obligation;
(5) the claim and obligation are merged to be held by the same person; or
(6) any other circumstance under which the parties’ agreement is terminated as provided by law or agreed by the parties.
The relationship of rights and obligations under a contract shall be terminated upon rescission of the contract.

第五百五十七条 有下列情形之一的,债权债务终止:
(一)债务已经履行;
(二)债务相互抵销;
(三)债务人依法将标的物提存;
(四)债权人免除债务;
(五)债权债务同归于一人;
(六)法律规定或者当事人约定终止的其他情形。
合同解除的,该合同的权利义务关系终止。
ASUKA_13
ASUKA_13
2025.10.11
Article 548
After a debtor receives a notice of assignment of a claim, the debtor’s defenses against the assignor may be asserted against the assignee.
第五百四十八条 债务人接到债权转让通知后,债务人对让与人的抗辩,可以向受让人主张。

Article 549
A debtor may claim a set-off against the assignee under any of the following circumstances:
(1) when the debtor receives the notice of assignment of a claim, the debtor has a claim against the assignor which becomes due prior to or at the same time of the due date of the assigned claim; or
(2) the debtor’s claim and the assigned claim are generated on the basis of the same contract.
第五百四十九条 有下列情形之一的,债务人可以向受让人主张抵销:
 (一)债务人接到债权转让通知时,债务人对让与人享有债权,且债务人的债权先于转让的债权到期或者同时到期;
 (二)债务人的债权与转让的债权是基于同一合同产生。

Article 550
The expenses for performance increased due to the assignment of a claim shall be borne by the assignor.
第五百五十条 因债权转让增加的履行费用,由让与人负担。

Article 551
Where a debtor delegates his obligation in whole or in part to a third person, the consent of the creditor shall be obtained.
The debtor or the third person may demand the creditor to give his consent within a reasonable period of time. Where the creditor makes no indication, it shall be deemed as no consent given.
第五百五十一条 债务人将债务的全部或者部分转移给第三人的,应当经债权人同意。
债务人或者第三人可以催告债权人在合理期限内予以同意,债权人未作表示的,视为不同意。

Article 552
Where a third person agrees with the debtor to join in the obligation and notifies the creditor thereof, or a third person indicates to the creditor his willingness to join in the obligation, if the creditor fails to explicitly make a rejection within a reasonable period of time, the creditor may request the third person to assume the joint and several obligation with the debtor to the extent of the obligation the third person is willing to assume.
第五百五十二条 第三人与债务人约定加入债务并通知债权人,或者第三人向债权人表示愿意加入债务,债权人未在合理期限内明确拒绝的,债权人可以请求第三人在其愿意承担的债务范围内和债务人承担连带债务。
ASUKA_13
ASUKA_13
2025.10.11
Chapter VI Modification and Assignment of Contracts
第六章 合同的变更和转让
Article 543
The parties may modify the contract upon agreement through consultation.
第五百四十三条 当事人协商一致,可以变更合同。

Article 544
Where the content of the contract that the parties agree to modify is not clear, it is presumed that the contract has not been modified.
第五百四十四条 当事人对合同变更的内容约定不明确的,推定为未变更。

Article 545
A creditor may assign his claim in whole or in part to a third person, except that:
(1) a claim is not assignable by virtue of its nature;
(2) a claim is not assignable as agreed by the parties; or
(3) a claim is not assignable in accordance with law.
Where the parties agree that a non-pecuniary claim may not be assigned, such agreement shall not be asserted against a bona fide third person. Where the parties agree that a pecuniary claim may not be assigned, such agreement shall not be asserted against a third person.
第五百四十五条 债权人可以将债权的全部或者部分转让给第三人,但是有下列情形之一的除外:
 (一)根据债权性质不得转让;
 (二)按照当事人约定不得转让;
 (三)依照法律规定不得转让。
当事人约定非金钱债权不得转让的,不得对抗善意第三人。当事人约定金钱债权不得转让的,不得对抗第三人。

Article 546
Where a creditor assigns his claim but fails to notify the debtor thereof, the assignment is not effective against the debtor. The notice of the assignment of a claim may not be revoked, unless consented to by the assignee.
第五百四十六条 债权人转让债权,未通知债务人的,该转让对债务人不发生效力。
  债权转让的通知不得撤销,但是经受让人同意的除外。

Article 547
Where a creditor assigns his claim, the assignee shall acquire the accessory right related to the claim, unless the accessory right belongs exclusively to the creditor.
Failure to register the assignment of the accessory right or failure to change the possession thereof shall not affect the acquisition of the accessory right by the assignee.
第五百四十七条 债权人转让债权的,受让人取得与债权有关的从权利,但是该从权利专属于债权人自身的除外。
ASUKA_13
ASUKA_13
2025.10.11
Article 538
Where a debtor gratuitously disposes of his proprietory rights and interests by waiving his claims, waiving the security for his claims, or transferring his properties without consideration, and the like, or maliciously extends the period of performance of his due claim, and the enforcement of the creditor’s claim is thus adversely affected, the creditor may request the people's court to revoke the debtor's act.
第五百三十八条 债务人以放弃其债权、放弃债权担保、无偿转让财产等方式无偿处分财产权益,或者恶意延长其到期债权的履行期限,影响债权人的债权实现的,债权人可以请求人民法院撤销债务人的行为。

Article 539
Where a debtor transfers his property at an obviously unreasonably low price, takes anothers’ property or provides security for anothers’ obligation at an obviously unreasonable high price, and the enforcement of the creditor’s claim is thus adversely affected, the creditor may request the people’s court to revoke the debtor’s act if the counterparty of the debtor knows or should have known such circumstance.
第五百三十九条 债务人以明显不合理的低价转让财产、以明显不合理的高价受让他人财产或者为他人的债务提供担保,影响债权人的债权实现,债务人的相对人知道或者应当知道该情形的,债权人可以请求人民法院撤销债务人的行为。

Article 540
The scope of the right to revocation shall be limited to the creditor’s claim. The necessary expenses for the creditor to exercise the right to revocation shall be borne by the debtor.
第五百四十条 撤销权的行使范围以债权人的债权为限。债权人行使撤销权的必要费用,由债务人负担。

Article 541
The right to revocation shall be exercised within one year from the date on which the creditor knows or should have known the cause for the revocation. The right to revocation shall be extinguished where a creditor does not exercise such right within five years since the date on which the act of the debtor occurs.
第五百四十一条 撤销权自债权人知道或者应当知道撤销事由之日起一年内行使。自债务人的行为发生之日起五年内没有行使撤销权的,该撤销权消灭。

Article 542
Where an act of the debtor adversely affecting the enforcement of the creditor’s claim is revoked, such act does not have legal effect ab initio.
第五百四十二条 债务人影响债权人的债权实现的行为被撤销的,自始没有法律约束力。