Guangzhou lawyer Zhang Jing answers: Yes. The partnership agreement is legal and valid, and since the agreement is signed, it should be performed, otherwise it will bear the liability for breach of contract. In the following case, Liu, Xu, and Fu signed a partnership agreement, agreeing that everyone would jointly invest in the acquisition of Long's company. Later, Liu signed an equity transfer agreement for the acquisition of a company as a representative, but Xu did not make a capital contribution. As a result, Liu was sued by others and spent 90,000 yuan in litigation costs. Mr. Liu sued Mr. Xu for fulfilling his obligation to contribute capital and sharing the litigation costs in accordance with the partnership agreement, and the court ruled in favor of him.
Excerpt from the verdict:
The court held that this case was a contract dispute. On the issue of whether Xu should pay Liu's capital contribution, litigation fees and compensation. The Partnership Agreement involved in the case is legal and valid. According to Article 1 of the Partnership Agreement: "The purpose of the partnership: to acquire 40% of the company's equity of Long's company owned by Chen and participate in the company's operation. Article 3: "The distribution of the affairs of the partners to be carried out in the partnership: 1The signing of contracts and other legal documents in partnership affairs shall be signed by Party A (Mr. Liu) on behalf of the partnership organization; The execution of partnership affairs shall be carried out by Party A (Liu) on behalf of the partnership organization, and the consequences of the implementation shall be borne by all parties to the partnership....Article 9: "Liability for breach of contract." (1) If a partner fails to pay the capital contribution on time or fails to pay in full, he shall compensate the other partners for the losses caused therebyThe rights and obligations arising from the joint signing of the "Equity Transfer Agreement" between Liu and the outsiders Chen and Long on March 28, 2018 shall be jointly borne by the partners of the partnership, that is, Xu, as the legal representative of the target company "Long Company" involved in the equity transfer agreement, signed on the "Partnership Agreement" on November 29, 2018, which should be regarded as Xu's confirmation of the fact that Liu has performed in accordance with the "Partnership Agreement", and Xu should follow the "Partnership Agreement" to fulfill its capital contribution obligations. This court determined that Xu should pay the capital contribution to Liu.
In the same way, due to the failure to pay the equity transfer money on time, Liu and Chen, who were not involved in the case, bore the litigation costs of 90,526 yuan in the civil lawsuit, which should be borne by all partners, and Liu sued Xu to bear the corresponding part of the litigation costs in accordance with the provisions of the Partnership Agreement, and this court supported it. Xu's failure to perform the obligation of capital contribution in accordance with the "Partnership Agreement" obviously caused certain economic losses to Liu, and he should be liable for compensation, and this court decided that Xu should share the litigation costs involved in the case in a proportion of one-third, i.e., 301753 yuan (90526 yuan 3).
In addition, in this case, Liu sued Xu to perform the relevant capital contribution obligations in accordance with the provisions of the Partnership Agreement, and there was no legal interest in Fu, who was not involved in the case, and this court ruled that Fu should not be added as a third party.