Brief facts of the case
On September 30, 2014, Ayeshan Company and Yao Yunlong signed a loan agreement, Ayeshan Company borrowed 6 million yuan from Yao Yunlong, and the loan period was from September 30, 2014 to March 30, 2015, and Ayeshan Company signed 21 properties to Yao Yunlong to provide guarantee for the loan of 6 million yuan, and after the two parties went to the Housing Authority to go through the online signing procedures, Yao Yunlong paid the loan of 6 million yuan to the designated account of Ayeshan Company. On the same day, Yao Yunlong signed 21 contracts for the sale and purchase of commercial housing with Ayeshan Company.
On October 15, 2015, the two parties went through the online signing and filing of the above-mentioned commercial housing contract, but did not register the transfer of property rights.
On May 4, 2016, Ayeshan Company applied to the court for reorganization. On the 6th of the same month, the court ruled to accept the reorganization application. On 21 May 2018, the court appointed a reorganization administrator.
Later, the manager filed a lawsuit with the court, claiming to revoke the 21 commercial housing sales contracts involved in the case and cancel the online signature registration and filing procedures; Revoke Ayeshan Company's repayment of debts with housing, and return the commercial housing involved in the case to Ayeshan Company.
Court Views
After the case was appealed, the court of second instance held that an overall analysis was required on how to determine the ownership of the houses involved in the case, whether the 21 Contracts for the Sale and Purchase of Commodity Housing signed by Yao Yunlong and Ayeshan Company on September 30, 2014 were revokable, and whether the repayment of loans by Yao Yunlong and Ayeshan Company under the Contracts for the Sale and Purchase of Commodity Housing was revokable
As to whether the contract for the sale and purchase of the commercial housing involved in the case can be revoked, it is held that the Ayeshan Company's claim has tacitly acknowledged that the commercial housing involved in the case has been delivered, and the actual focus of the dispute between the two parties is the confirmation of the delivery time, through the adoption of the "Details of the Fees Required for the Owner to Accept the House and Move In" submitted by Yao Yunlong, as well as the testimony of the actual controller of the Ayeshan Company (which not only explains the fact of repaying the debt with the house, but also explains the expense reimbursement form, arrears form, and payment voucher formed and signed on April 9, 2016). It was held that the time of delivery of the house involved in the case and the repayment of debts was April 2015, and the application for revocation by the administrator of Ayeshan Company was denied.
Legal analysis
The reasoning part of the court of second instance in this case did not directly respond to the content of the court of first instance's determination.
The court of first instance upheld Ayeshan's claim, citing articles 32, 31 and 18 of the Enterprise Bankruptcy Law. Article 32 means that upon the application of the administrator, the court has the right to revoke the bankruptcy enterprise's act of paying off individual creditors within six months before the acceptance of the bankruptcy application. Article 31 means that within one year before the court accepts the bankruptcy application, the administrator has the right to request the court to revoke the transfer of the debtor's property without compensation, or the transaction at an obviously unreasonable price. These two articles relate to the content of the time when the court accepts the bankruptcy application, which corresponds to the revocable acts that occur within these two time frames. Therefore, in this case, the determination of the delivery of the real estate involved in the case is called the focus. Ayeshan Company held that April 9, 2016, when the expense reimbursement form, arrears note, and payment voucher were formed and signed, was the time for the delivery of the real estate involved in the case, because the time occurred within 6 months before the court accepted the bankruptcy application in May 2016, and the ** of the real estate involved in the case was also suspected, so Article 31 could be applied at the same time. The court cited Article 18 on the grounds that the property in question had not yet been transferred, and it was a contract that had not yet been performed, and the administrator had the right to decide to terminate or continue to perform.
The reason why the court of second instance did not respond to the opinion of the court of first instance was that the characterization of the transaction between Yao Yunlong and Ayeshan Company, which originated in September 2014, was different from that of the court of first instance. It is believed that the act of Ayeshan Company borrowing money from Yao Yunlong and repaying the debt with all its real estate has been completed, and the responsibility of the two parties for filing but not transferring the ownership is "not with" Yao Yunlong (during which Yao entrusted Ayeshan Company and the actual controller to sell unsuccessfully), such as the tax cost of the transfer, the cost of re-sales, etc., which shows that it is uneconomical and unrealistic, and Yao Yunlong's real purpose is also the return of the loan and the income from interest. Taking into account judicial practice and substantive fairness, the court of second instance reversed the judgment of the first instance and ultimately upheld Yao Yunlong's claim. Here, considering the complexity of the practice, the interpretability of the legal provisions, and the discretion of the judges in judicial trial practice, there are certain risks in the form of mortgage debts, and it is necessary to choose whether to adopt it according to the actual situation.
Case: (2023) Lu 11 Min Zhong No. 19.