The temporality of a sales contract, also known as immediacy, refers to the characteristic that the rights and obligations of both parties to the contract are generated and realized at the same time. This feature distinguishes a sales contract from other contracts, such as lease contracts, employment contracts, etc., where the rights and obligations of these contracts may be gradually realized over a period of time. The main manifestation of the temporary nature of the sales contract is that the buyer's ownership and the seller's right to money are obtained almost simultaneously when the transaction is completed.
For example, suppose Mr. A wants to buy a car from Mr. B. Once Mr. A pays and Mr. B delivers the vehicle, the contract of sale is transitory. That is to say, at this instant, Mr. B received the money and Mr. A obtained the ownership of the vehicle. The rights and obligations of both buyers and sellers are created and realized at the same time, which is the embodiment of the temporary nature of the sales contract.
However, in some cases, the contract of sale may not be realized temporarily. For example, if Mr. A pays, but for some reason, Mr. B has not delivered the vehicle, then the transitory nature of the contract is not fulfilled. In this case, the rights and obligations of the buyer and the seller are not created and realized at the same time. The transitory nature of the contract cannot be realized until Mr. B delivers the vehicle.
It is worth noting that the theory of the temporary nature of sales contracts does not mean that all sales contracts must be completed at the same time. In practice, some complex transactions may take a while to complete. However, once all the conditions are met, the rights and obligations of both buyers and sellers will arise and be realized at the same time.
In addition, the temporary nature of the sales contract does not mean that the contract cannot have installment payment or delivery clauses. As long as the ultimate purchaser's ownership and the seller's right to payment can be obtained at the same time when the transaction is completed, the contract can be considered to be transitory.
In commercial and legal practice, many sales contracts do not have a temporal character. These contracts may involve continuous, recurring or long-term transactions rather than just one-off purchases. Here are some examples:
- Supply Contracts:
These contracts primarily involve the ongoing supply of goods or services. For example, a restaurant might have a supply contract with a supplier that requires the supplier to deliver a certain amount of fresh ingredients each week. This type of contract does not have a transitory character because it involves ongoing transactions.
- Lease Agreements:
Lease contracts also do not have a temporary nature. Whether leasing real estate, a car or equipment, the lease contract usually specifies a lease term during which rent payments are made at regular intervals. For example, a company might enter into a long-term lease of office space, perhaps for a period of several years.
- Installment Contracts:
In an installment contract, the buyer does not pay the entire amount at one time, but pays the purchase price in installments according to a schedule stipulated in the contract. For example, a car loan is a common installment contract where the buyer makes monthly partial payments over a period of time.
- Maintenance and Service Contracts:
These contracts relate to the maintenance and service of goods or equipment. For example, a company might sign a service contract with an IT service provider that requires the provider to perform regular system maintenance and upgrades. This type of contract is not a one-off, as it involves ongoing service provision.
- Licensing and Franchise Agreements:
In licensing and franchising contracts, the rights owner (such as a trademark owner or patent owner) gives another party a license to use its rights. For example, a movie company might grant a toymaker the rights to use its character image in order to make and sell related toy products. This type of contract is also not a one-off, as it usually includes ongoing rights usage and payment.
The above are just some examples, in fact, many other types of sales contracts may not have the temporary character. When entering into these contracts, both parties need to consider many factors, including but not limited to the duration of the contract and the timing of payment.