There are a lot of provisions of Chinese law in which there is a rule that gets applied unless the parties agree otherwise (take any Chinese law and search for "unless otherwise agreed"). By putting in a statement that there is no agreement, the contract keeps those provisions from kicking in.

The other issue is "good faith". Chinese law is based on German law which has a very wide definition of "good faith" in executing a contract, whereas Anglo-American law only applies the concept of "good faith" in the formation of the contract rather than in its execution. What can happen under Chinese/German law is that if there is a dispute, one party can accuse the other party of not acting in "good faith" and can get the court to reinterpret the contract. By having a clause that shows that there was no agreement on a topic when the contract was formed, then if the parties start arguing about it afterwards, then you don't have grounds are arguing "lack of good faith."

By contrast, if an aspirational contract under Continental law has a bad clause, then the courts will look at the motives of the parties, and it's unlikely that clause will be enforced. Conversely, the fact that everyone is smiles can be taken as evidence that the parties are acting in "good faith" which may be important in later disputes.

The other thing is that one has to be careful in isolating *why* something is different.

The fact that China and the United States are different in some way may not be an Western/Eastern thing but a English-law/German-law, developed country/developing country, US/rest of the world, China/rest of the world thing, place with reliable courts/place without reliable courts thing.

It's interesting for example, how Russia somehow becomes Asian, while in other contexts Japan becomes Western.

There is a reason why Chinese companies have very rigid capital structures. Suppose you have a state-owned enterprise that needs to raise capital and the owners (i.e. the Chinese government) want to sell 10% of the company. If the PRC had a flexible capital structure, then what could happen, and would likely would happen is that you put $10 million in the SOE, and then next day, the board of the company issues "magic shares" to the CEO's brother-in-law, and you never see a cent of your money back.

Chinese law requires rigid capital structures, so that if the owner (i.e. the government) takes money out, you get 10% of however much money gets taken out. This also explains why you'd invest in the company even though you have zero control over the operations of the company. The majority shareholder doesn't have to act in your interests, all you have to do is to make sure that the majority shareholder acts in their interests. They make whatever money they can, they keep 90% and you get your 10%.

You might ask whether the majority shareholder will find some other loophole that will leave you with nothing, and the answer is that they might if the law lets them. In this sort of situation you want laws that are rigid, formalistic, and inflexible that way that there is less chance for funny business, and that way even if you are cheated, you *know* you've been cheated.

If you had laws that required a judge to interpret, then you have to trust that the judge will do so fairly, and if the laws are subject to interpretation, you have no way of knowing whether the judge is cheating you. If the laws are rigid and inflexible and you throw it to a judge to interpret, then either the judge rules for you, or else it's obvious to everyone that there is funny business going on. Note that this is a problem even if you have a fair and honest judge, because if the laws are ambiguous, it's difficult for a judge to prove to you whether they are being fair and honest, whereas if the laws are clear and unambiguous, then it's possible for the judges to more easily demonstrate their fairness.

I would tend to agree that good faith is not overly strong in Anglo contract law (here I generally refer to UK, HK, Australia and similar jurisdictions) but it certainly applies in respect of specific contracts (insurance is an example) and relationships (trusts).

Aspirational contracts still face the problem that the common law distinguishes between agreements and an indication of an intention to agree. That is a fundamental principle that, at the very least, runs through Anglo common law. Given how fundamental this rule is I am not sure that a strong doctrine of good faith would remedy this.

Aspirational clauses can be enforceable or at least form the basis of an action in some jurisdictions as a misleading representation. That provides another basis as to why Dan is right to ensure such clauses don't get in merely for the sake of placating the other party.

I think these sorts of documents are quite common in the West. They are called press releases.

http://www.free-press-release.com/news-synygy-and-health-market-science-form-strategic-partnership-1264677469.html

I think what is happening is that when you are in a multi-national environment, lawyers get called to do things (i.e. draft a press release) that they wouldn't normally do in a domestic environment.

Different legal systems will handle things in different ways. English courts (and those in Hong Kong) as well as French courts will tend to enforce the contract as written to make things predictable even if it leads to a bad result. German, US, and mainland Chinese courts will tend to reinterpret and rewrite the contract in order to achieve a fair result even if you lose predictability.

This isn't a civil/common law distinction. US commercial law is based on the UCC which has some elements of German civil law, and if you look at the influences on mainland Chinese law, you end up with a German foundation, with heavy borrowing of US and Taiwanese concepts, all of which result on a strong element of "good faith."

One thing that *is* a civil/common law distinction is that general principles in civil law are extremely important, whereas in common law they are generally meaningless.

One other thing in international transactions is that when dealing with people from different cultures and different legal systems, a lot boils down to basic human decency and honesty. Even if you aren't an expert in the law, you can often get very far by convincing people that you are a good guy and the person you have a conflict with isn't, or if you both can convince whoever is mediating the dispute that you both are good guys and you just need some third party to break an impasse.

What's curious about a lot of commercial transaction is how often you get a "friendly dispute." Not every commercial argument because a screaming grudge match, and often you have two companies that agree to the principles and just need an impartial third party to fill in the gaps. What's curious is the attitudes of the courts to these sorts of cases. English and American judges *hate* being mediators, and will do everything they can to make sure that you settle these sorts of disputes outside of court. If you try to get an English or American court to be a "marriage counsellor", the judge will make both parties regret it.

By contrast, mainland Chinese judges are quite willing to be mediators in these types of disputes. I think this is because of two reasons. The first is that the Chinese judiciary is pretty weak, and Chinese judges like it when people find them useful. The second reason is that the Chinese Party-state would prefer people to handle disputes through the state apparatus rather than to go outside the court system, because by having a judge handle the dispute the Party-state has some input over the outcome, whereas this would not be true if people went totally outside court system.