Guangzhou lawyer Zhang Jing answered: It is necessary to pay attention to collecting evidence of the other party's breach of contract, this kind of case is evidence, if it is claimed that the other party has violated any agreement, it is necessary to collect sufficient evidence, otherwise it is difficult to win the lawsuit. In the following case, the anonymous shareholder's investment agreement stipulated that the apparent shareholder's unilateral transfer of equity, use of the status of the apparent shareholder for profit, embezzlement of the company's property, and damage to the company's interests constituted a breach of contract, but after the trial, the court held that the plaintiff's evidence for the defendant's breach of contract was insufficient, and the court rejected the plaintiff's claim for the return of the capital contribution of 350,000 yuan.
Excerpt from the verdict:
On the issue of whether Zeng should compensate Tang for losses of 350,020 yuan, interest and attorney's fees. In this case, the loss of 350,020 yuan claimed by Tang was actually the capital contribution invested by Tang in accordance with the "Anonymous Shareholder Investment Agreement" involved in the case, and Tang did not require the fourth company to bear the responsibility for returning the investment money, but required Zeng to bear the responsibility for returning the investment money and interest, so whether Tang can request to withdraw from the investment should be reviewed in accordance with the provisions of the "Anonymous Shareholder Investment Agreement" signed by Tang and Zeng. According to the provisions of the "Anonymous Shareholder Investment Agreement" involved in the case, if the following circumstances occur, Zeng, as a prominent shareholder, must bear legal responsibilities such as returning assets and compensating for losses to Tang: Zeng cannot unilaterally transfer or pledge all equity without Tang's written consent; Zeng is not allowed to use his status as a prominent shareholder to seek personal gain, and is not allowed to engage in activities that embezzle the company's property and damage the company's interests, so this case must examine whether Zeng has breached the above agreement.
First of all, according to the industrial and commercial registration of the four companies, the equity of the four companies did not change after Zeng and Zhang and others signed the Transfer Agreement, and Tang did not have sufficient evidence to prove that Zeng and Zhang had signed a separate equity transfer contract for the equity of the four companies held by Zeng, so Tang's claim that Zeng had a breach of contract in transferring the equity without authorization and demanded that Zeng return the capital contribution was not supported by this court.
Second, Tang had no evidence to prove that there was an improper interest relationship between Zhang and Zeng, and the transfer money paid by Zhang under the Transfer Agreement was agreed to be used to offset part of the rent, wages, payment and other operating expenses owed by a certain kitchen Dashi restaurant before the transfer, and the available evidence was insufficient to conclude that the transfer was done by Zeng for personal gain and misappropriation of the company's assets.
In addition, although the Anonymous Shareholder Investment Agreement also stipulates that Zeng's failure to distribute dividends to Tang or prevent Tang from exercising the rights agreed in this Agreement shall be deemed to be a breach of contract by Zeng, and Zeng shall pay liquidated damages to Tang and allow Tang to withdraw part or all of the funds, the existing evidence in this case is insufficient to prove that Zeng has breached the contract as agreed in this paragraph and caused Tang's contract purpose to be frustrated, and Tang did not claim rights on this ground in this case, so the Anonymous Shareholder Investment Agreement The agreed conditions for the return of the capital contribution have not yet been fulfilled, and Tang's request for Zeng to return the capital contribution of 350,020 yuan and interest is not supported by this court because of insufficient basis.