Abstract：Article 512 of the Civil Code introduces the concept of the “electronic contracts” for the first time, but its wording is extremely similar to Article 51 of the E-Commerce Law, leading to frequent confusion between electronic contracts and e-commerce contracts. This conceptual confusion has resulted in difficulties in legal application in judicial practice, which is particularly evident in new transaction models such as online shopping.Clarifying these two concepts requires an understanding of their respective historical development and connotations. Since its inception, e-commerce has undergone several stages of development, and its content has expanded accordingly. In the late 20th and early 21st Centuries, international legal instruments such as the UNCITRAL Model Law on Electronic Commerce, the UNCITRAL Model Law on Electronic Signatures, and the United Nations Convention on the Use of Electronic Communications in International Contracts, as well as national legislation like the U.S. Uniform Electronic Transactions Act, the EU Electronic Signatures Directive, and China’s Electronic Signature Law, primarily focused on the application of electronic communications in commercial activities. These laws aimed at addressing the legal validity of expressions of intent made via data messages. However, with the rise of Internet-based platforms, e-commerce has evolved into an entirely new mode of transaction, resulting in the digitalization of the entire business model. The promulgation of China’s E-Commerce Law reflects this transformation, with its central focus shifting to the comprehensive regulation of the conduct of e-commerce operators and platform operators.In the digital era, an e-commerce contract should include two key elements: first, the existence of e-commerce activities, meaning that operators conduct sales or service activities through the Internet or other information networks; and second, the contract must be in electronic form, which includes contracts concluded through automated information systems as well as those established via email, WeChat, or other electronic communication methods. In contrast, an “electronic contract” under the Civil Code only concerns the form of contract conclusion, namely, “concluded via the Internet or other information networks”. This is essentially the same as a contract “concluded in the form of a data message”, and, from a systematic interpretation perspective, constitutes a special form of written contract. An e-commerce contract, in addition to the requirement of electronic form, must satisfy the core criterion of “the existence of e-commerce activities”, that is, there must be sales or service provision activities carried out by an operator via the Internet or other information networks. There is also a clear distinction in their scope of application: electronic contracts apply to any contract concluded via the Internet, without restriction as to the parties’ identities, business attributes, or specific types of cases; e-commerce contracts, however, exist only within e-commerce activities—at least one party must be an operator, and areas such as financial products, services, and online content services are specifically excluded.By placing the rules originally intended only for e-commerce scenarios into the general provisions of the contract section, Article 512 of the Civil Code causes its application to extend beyond the original legislative intent, creating conflicts with rules such as those governing delivery sales. In scenarios like online shopping, contradictions arise between the traditional rules for delivery sales, the special provisions of the E-Commerce Law, and the Civil Code’s rules for electronic contracts, leading to confusion in legal application. To resolve this issue, Article 512 of the Civil Code should be restrictively interpreted so that its scope is limited to e-commerce contracts rather than all electronic contracts. Only in this way can the increasingly prevalent e-commerce activities such as online shopping be correctly governed by law, thereby properly managing the relationship between the Civil Code’s delivery rules and the relevant clauses of the E-Commerce Law, and ensuring the coherence of legal interpretation and the correctness of judicial application.
2025, Vol. 55 
