The new Chinese rules on agency do not impose broad “fiduciary” duties on agents—instead, there are a number of specific provisions designed to protect the principal against particular abuses to which it is peculiarly vulnerable in the principal/agent relationship. Chinese law, thus, deliberately refuses to follow the lead of English law, which imposes very strict and wide-ranging fiduciary duties on agents. This paper argues that this is probably wise. English law has to be seen against a matrix of a system of commercial law which was forged on the anvil of international trade and commodity supply contracts, leading to a set of rules that prefer certainty of outcomes (and the avoidance of litigation) overachieving particular justice in individual cases (such as might have been achieved by subjecting English law to an overarching “good faith” principle). English commercial law is adversarial, not cooperative. This explains why, in a relationship that is characterized by cooperation, such as the principal/agent relationship, the general rules of English commercial law are replaced by wide, justice-oriented rules. A system that is already based on cooperation, for which Chinese law is almost paradigmatic, is likely much more adept at applying the general rules to the agency relationship than English law would be





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