In addition to the loan contract, the disguised collection of loan interest by means of transfer of creditor's rights and entrusted management of assets is a false expression of intent between the borrower and the bank, and shall be deemed invalid.
Keywords: civil litigation, false representation of intent, loan contract, assignment of creditor's rights
On October 21, 2013, Tengrong Company borrowed 54 million yuan from Jiangxi Bank at an annual interest rate of 615%, and sign the "Loan Contract". In order to enjoy preferential interest rates, Tengrong Company transferred the creditor's rights of Jiangxi Bank for 10.61 million yuan, and the two parties signed the "Creditor's Rights Transfer Agreement" on October 28, 2013 (the creditor's rights under it are the non-performing debts of Jiangxi Bank involved in the case). Subsequently, Tengrong Company (the entrusting party) and Jiangxi Bank (the entrusted party) signed the Asset Entrustment Management Agreement, stipulating that Jiangxi Bank was responsible for the collection of the entrusted assets, and the remaining amount after deducting the necessary expenses belonged to the bank. Tengrong Company sued for the termination of the Creditor's Rights Transfer Agreement, and Jiangxi Bank returned the creditor's rights transfer money and compensated for the loss of interest. The court of first instance upheld it. Jiangxi Bank appealed, and the court of second instance revoked the first-instance judgment and rejected all the claims of Tengrong Company. Tengrong Company applied to the Supreme People's Court for a retrial.
The court held that the "Creditor's Rights Transfer Agreement" and the "Asset Entrustment Management Agreement" signed by Tengrong Company and Nanchang High-tech Branch of Jiangxi Bank were called the Creditor's Rights Transfer and Asset Entrustment Management Agreement, which were actually part of the loan contract with a principal amount of 54 million yuan entered into by the two parties.
First of all, from the provisions of the Creditor's Rights Transfer Agreement and the Asset Entrustment Management Agreement, the contents of the two agreements do not conform to common sense. Generally speaking, Tengrong Company, as the transferee of the creditor's rights and the entrusted management party of the assets involved in the case, should have obtained profits by transferring the creditor's rights involved in the case and entrusting the Nanchang High-tech Branch of Jiangxi Bank to collect them, but Tengrong Company did not obtain any benefits from the transfer of creditor's rights and entrusted management in this case.
Secondly, from the purpose of signing the "Creditor's Rights Transfer Agreement" and "Asset Entrustment Management Agreement" between the two parties, Tengrong Company is to sign a loan contract with Nanchang High-tech Branch of Jiangxi Bank to obtain a loan of 54 million yuan from Nanchang High-tech Branch of Jiangxi BankNanchang High-tech Sub-branch of Jiangxi Bank signed the "Creditor's Rights Transfer Agreement" and "Asset Entrustment Management Agreement" with Tengrong Company in order to collect 10620439 separately from the loan contract51 yuan, and to achieve the purpose of stripping off non-performing assets, that is, the creditor's rights involved in the case.
Thirdly, judging from the actual performance of the Creditor's Rights Transfer Agreement and the Asset Entrustment Management Agreement, Jiangxi Bank did not actually perform the two agreements. According to the provisions of the Creditor's Rights Transfer Agreement and the self-admission of Jiangxi Bank in the first instance, Jiangxi Bank did not hand over the claims and subordinate rights involved in the case to Tengrong Company as agreed, but continued to recover the claims involved in the case in its own name, and failed to provide evidence to prove that it had already recovered the situation and informed Tengrong Company.
To sum up: Tengrong Company and Jiangxi Bank expressed their intention on the transfer of creditor's rights and the entrusted management of assets was false, and the 10620439 received by Jiangxi Bank was falseThe transfer of the 51 yuan should be determined to be the interest charged by the party for the loan of 54 million yuan in addition to the loan contract signed by the two parties on October 21, 2013, so it should be determined to be invalid in accordance with Article 146 of the Civil Code. The act of paying interest on the loan concealed by the false expression of intent is an integral part of the loan contract between the two parties, and the validity of the act shall be handled in accordance with the relevant laws and regulations. Since Tengrong Company did not file a corresponding litigation claim in this regard, this court did not review it.
Key Points of Practice] In addition to the loan contract, the disguised collection of loan interest by means of transfer of creditor's rights and entrusted management of assets is a false expression of intent between the borrower and the bank, and should be deemed invalid.
Case Index] (2020) Supreme Law Min Shen No. 7094 Civil Ruling;Jiangxi Tengrong Industrial Co., Ltd. and Jiangxi Bank Co., Ltd. Nanchang High-tech Sub-branch Creditor's Rights Transfer Contract Dispute Case. Selected Case Documents of the Supreme People's Court, Issue 01, 2023.