Due to the different nature of the company and the transferee, the national legal provisions on equity transfer are also different, resulting in equity transfer contract disputes are more complex than other legal disputes, and the requirements for professionalism are also higher. In order to let everyone have a better understanding of the equity of enterprises, lawyer Lao Jinjing of Beijing Zhonghengxin Law Firm has sorted out and analyzed five adjudication views on equity transfer disputes based on laws and regulations and actual experience in handling cases for your reference.
1.The distinction between the nature and effectiveness of "real debts of famous stocks".
Legal basis: Article 23 of the Provisions on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases.
Where the parties conclude a sales contract as a guarantee for a private lending contract, and the borrower is unable to repay the loan after the loan expires, and the lender requests performance of the sales contract, the people's court shall hear the case in accordance with the legal relationship of private lending. Where parties modify litigation claims based on the circumstances of the trial, the people's courts shall permit it.
If the borrower fails to perform the monetary debts determined by the effective judgment after the judgment rendered in accordance with the legal relationship of private lending takes effect, the lender may apply for an auction of the subject matter of the sales contract to repay the debts.
2.Is the equity transfer contract signed by the person without the right of disposal invalid?
Legal basis: Article 503 of the Civil Code.
If the person without the right to enter into a contract in the name of the person being the person has already begun to perform the contractual obligations or accept the performance of the counterparty, it shall be deemed to be a retroactive recognition of the contract.
Article 51 of the Contract Law stipulates that "if a person without the right of disposition disposes of the property of another person, and the right of disposition is obtained after the right holder recognizes it or the person without the right of disposition obtains the right to dispose of it after entering into a contract, the contract shall be valid".
The equity transfer contract signed by the person without the right to dispose of it is invalid if it is not recognized, and it is valid if it is recognized, and invalid if it is not recognized.
3.In the transfer of equity installment payment, if the transferee has a default such as delay in payment or refusal to pay, can the transferor request to terminate the contract?
Legal basis: Article 634 of the Civil Code.
If the buyer who pays in installments fails to pay the amount of the price due reaches one-fifth of the total price and fails to pay the price due within a reasonable period of time after being reminded, the seller may request the buyer to pay the full price or rescind the contract.
4.Can a party request to terminate the equity transfer contract on the ground that "the purpose of the contract cannot be realized"?
Legal basis: Article 563 of the Civil Code.
The parties may terminate the contract under any of the following circumstances:
1) The purpose of the contract cannot be achieved due to force majeure;
2) Before the expiration of the performance period, one of the parties clearly states or shows by its own conduct that it will not perform the main debt;
3) One of the parties delays the performance of the main debt and fails to perform it within a reasonable period of time after being reminded;
4) One of the parties delays the performance of its obligations or has other breaches of contract, resulting in the inability to achieve the purpose of the contract;
5) Other circumstances provided for by law.
In the case of an indefinite contract with the content of a continuously performed debt, the parties may terminate the contract at any time, provided that they notify the other party before a reasonable period of time.
5.How to determine whether the termination conditions stipulated in the contract have been fulfilled?
Legal basis: Article 562 of the Civil Code.
The parties may terminate the contract by consensus.
The parties may agree on the grounds for one party to terminate the contract. The person who has the right to terminate the contract may terminate the contract if the cause of termination occurs.
Article 93 of the Contract Law of the People's Republic of China stipulates the circumstances under which a contract may be terminated, i.e., "the parties may terminate the contract if they reach a consensus through consultation." The parties may agree on the conditions under which one party may terminate the contract. If the conditions for rescission are fulfilled, the person with the right to terminate the contract may terminate the contract. ”