In cross border transactions, there is sometimes a misconception
amongst both PRC and foreign parties that all contracts are by and
large the same, whether governed by PRC law or foreign law, and
that the key to a good contract is just proper drafting. Whilst it
is true that the key to a good contract is good drafting backed by
proper experience and expertise, different legal systems have
inherent conceptual differences and as such, there are fundamental
differences between PRC law-governed contracts and foreign
law-governed contracts. These differences affect the
interpretation, construction and adjudication of a contract –
and will impact parties' rights, obligations, remedies and
liabilities under it. In this article, we briefly compare some key
general differences between PRC law-governed contracts and common
law-governed contracts.1
