E-Commerce Contract Formation After Payment: Legal Boundaries of Otherwise Agreed Clauses under Chinese Law

Sinuo Zhu ()
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Sinuo Zhu: Harbin University of Commerce

A chapter in Proceedings of the 2026 11th International Conference on Social Sciences and Economic Development (ICSSED 2026), 2026, pp 881-886 from Springer

Abstract: Abstract In the practice of e-commerce, the root cause of disputes over when a contract is formed after consumers pay the price lies in the potential conflicts in the interpretation of otherwise agreed by the parties between Article 491 of the Civil Code and Article 49 of the E-commerce Law of the People’s Republic of China. This paper aims to clarify the divergence in the application of these laws, define the boundaries of the certainty of contracts after payment, and propose a three-dimensional compliance review model consisting of legal precedence review, procedural justice review, and substantive fairness review. The study concludes that the rules governing the formation of contracts after payment are mandatory in nature, designed to protect consumers’ reliance interests. A valid otherwise agreed clause shall not override the formation of the contract itself; instead, it may only make reasonable adjustments to the effectiveness of the contract or the manner of performance on the premise of fairness. This research contributes to improving the clear operational framework, promoting the unified application of laws, and facilitating the legalization and operational efficiency of e-commerce while safeguarding transaction security.

Keywords: E-commerce Law; Civil Code; Contract Formation; Otherwise Agreed Clauses; Compliance Model (search for similar items in EconPapers)
Date: 2026
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DOI: 10.2991/978-94-6239-701-9_91

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