Abstract:

 In transactional practices such as goods trade and construction projects, “back-to-back clauses”isa common payment arrangement in relevant contracts. Under the transactional framework shaped by such clauses, parties to the contract agree that one party’s payment obligation to the other is contingent upon receiving payment from a third party. Whether to alleviate financial pressures, transfer the risks associated with third-party payment, or secure scarce business opportunities, theseclauseshavebeen widely adopted in various industries. However, the specific nature and actual enforceability of such clauses remain subjects of divergent opinions in judicial practice. The issuance of the new judicial interpretation provides an opportunity to further clarify the enforceability of these clauses, thereby facilitating the substantive resolution of disputes. This article, from the perspective of the new judicial interpretation, integrates judicial practices to conduct a multidimensional analysis of “back-to-back clauses” and explores their practical implications.