Chapter 5 Modification and Assignment of Contracts

Article 77 A contract may be modified if the parties reach a consensus through consultation.

If the laws or administrative regulations stipulate that a contract shall be modified through the procedures of approval or registration, such provisions shall be followed.

Article 78 If the contents of the modified contract agreed by the parties are unclear, it shall be presumed that the contract is not modified.

Article 79 The obligee may assign, wholly or in part, its rights under the contract to a third party, except for the following circumstances:

    (1) The rights under the contract may not be assigned according to the character of the contract;

    (2) The rights under the contract may not be assigned according to the agreement between the parties;

    (3) The rights under the contract may not be assigned according to the provisions of the laws.

Article 80 An obligee assigning its rights shall notify the obligor. Without notifying the obligor, the assignment shall not become effective to the obligor.

The notice of assignment of rights may not be revoked, unless the assignee agrees thereupon.

Article 81 If the obligee assigns is rights, the assignee shall acquire the collateral rights relating to the principal right, except that the collateral rights exclusively belong to the obligee.

Article 82 After the obligor receives the notice of assignment of the creditor's right, it may claim its demur in respect of the assignor to the assignee.

Article 83 When the obligor receives the notice of assignment of the creditor's rights, and the obligor has due creditor's rights to the assign or, and the creditor's rights of the obligor are due in priority to the assigned creditor's rights or due at the same time, the obligor may claim to offset each other to the assignee.

Article 84 If the obligor assigns its obligations, wholly or in part, to a third party, it shall obtain consent from the obligee first.

Article 85 If the obligor assigns its obligations to a third party, the new obligor may claim the demur belonging to the original obligor in respect of the obligee.

Article 86 If the obligor assigns its obligations to a third party, the new obligor shall assume the collateral obligations relating to the principal obligations, except that the obligations exclusively belong to the original obligor.

Article 87 Where the laws or administrative regulations stipulate that the assignment of rights or transfer of obligations shall go through approval or registration procedures, such provisions shall be followed.

Article 88 One party to a contract may assign its rights and obligations under the contract together to a third party with the consent of the other party.

Article 89 If one party to a contract assigns its rights and obligations under the contract together to a third party, the provisions of Article 79, Article 81 to 83, and Article 85 to 87 of this Law shall be applied.

Article 90 If one party to a contract is merged after the contract has been concluded, the legal person or other organization established after the merger shall exercise the contract rights and perform the contract obligations. If one party is separated after the contract has been concluded, the legal persons or other organizations thus established after the separation shall exercise the contract rights or assume the contract obligations jointly and severally.