[Brief facts of the case].
A small program has been added here, please go to today's headline client to view) Wu is the owner of a stone business department in Pidu District (hereinafter referred to as the "stone business department"). During 2013, Lu Mouping, the project manager of Zhejiang Southwest Branch of Zhejiang Decoration Co., Ltd. (hereinafter referred to as "XX Decoration Southwest Company"), purchased stone elevator door covers from the stone business department, with a total price of 122,350 yuan, and the stone business department supplied according to the contract. On June 15, 2016, the stone business department signed the "supply settlement statement" with a certain decoration southwest company, and a certain decoration southwest company confirmed the above facts, and promised to pay off the payment on June 30, 2016. Lu Mouping, the project manager, signed "Lu Mouping is true" on the "settlement statement", and stamped with the special seal of the technical data of a project department of a certain decoration southwest company, and the seal marked "only technical data, used for other invalid".
Wu Mouhua, the owner of the stone business department, has not received the payment, and filed a lawsuit with the court, requesting that a certain decoration southwest company pay the payment and interest on the occupation of the payment. The court of first instance rejected Wu Mouhua's litigation claim on the grounds that the processing orders and supply orders submitted by Wu Mouhua were made unilaterally, without the signature and seal of the consignee, and the "Supply Settlement Statement" was stamped with the official seal as a special seal for technical data, marked with "only technical data, invalid for other purposes", and the existing evidence could not prove that Lu Mouping had authorization.
Wu Mouhua was not satisfied and appealed to the Chengdu Intermediate People's Court. The court of second instance rejected the appeal and upheld the original judgment on the grounds that there was no transaction history or trading habits between the stone business department and a certain decoration southwest company, and the evidence submitted by it was insufficient to prove the establishment of the sales contract between the two parties, and the special seal of technical information stamped in the "settlement statement" had a limited scope of application, and it could not be regarded as the settlement of the payment by both parties, and the company recognized Lu Mouping as an internal contractor, Lu Mouping did not have the right to conclude a contract with an external party, and could not determine that Lu Mouping's signature was an act of performing his duties.
Wu Mouhua was not satisfied and applied to the Sichuan Provincial High People's Court for a retrial. The Sichuan Provincial High People's Court revoked the judgments of the courts of first and second instance after the trial, and supported Wu Mouhua's claim.
*Opinion] The lawyer, on behalf of Wu Mouhua, issued the following ** opinions:
This case is a dispute over a sales contract, and the focus of the dispute is whether the sales relationship between the two parties is established when the two parties have not signed a written contract and only have a "supply statement". Specifically, it includes: 1. Whether the technical data chapter on the "Supply Statement" has the effect of settlement; 2. As the internal contractor of a project of a certain decoration southwest company, whether Lu Mouping's procurement behavior is a performance of duties; 3. Lu Mouping, on behalf of a certain decoration company, settled with Wu Mouhua on the supply situation, and whether the signature on the settlement statement was valid.
1. Wu Mouhua obtained the "Letter of Responsibility for Internal Assessment of Decoration and Decoration Project" and "Certificate" signed by him and a certain decoration company from Lu Mouping, which is sufficient to prove that Lu Mouping has authorization.
Article 2 of the Decoration and Decoration Project Internal Assessment Responsibility Letter2 items, 2The 4 items all state that Party B (Lu Mouping) has the right to purchase materials that are not Party A (XX decoration company) **, and the letter of responsibility authorizes Lu Mouping to purchase goods from Wu Mouhua and make settlements, etc., and Lu Mouping's behavior is to perform the behavior of a certain decoration company.
2. Lu Mouping, on behalf of a certain decoration southwest company, and Wu Mouhua settled the supply of the project, which is a performance of the duties of a certain decoration company, which is legal and valid.
1) According to the "Letter of Responsibility for Internal Assessment of Decoration and Decoration Projects" signed between a certain decoration company and Lu Mouping, it is clearly stated that Lu Mouping is responsible for the completion acceptance and completion settlement, and provides and prepares relevant technical and economic information. This shows that Lu Mouping has the right to settle with Wu Mouhua as the person in charge of the project according to the actual supply situation.
2) Because Lu Mouping is only the person in charge of the project, it is impossible to hold the official seal of a certain decoration company, so it is impossible to stamp the official seal of a certain decoration company when settling. In addition, the "supply statement" belongs to technical and economic information, and Lu Mouping, as the project manager, has the right to stamp a special seal for technical data on it, which is an act of duty and has legal effect on a certain decoration company.
3) Referring to the "Proposal on the Confirmation of the Validity of the "Special Seal for Materials" in the Judicial Litigation of Construction Projects put forward by the Ma'anshan Construction Association in 2016, although the external effect of the data stamped with the special seal for technical data is flawed, according to the authorization of a certain decoration company to Lu Mouping, Wu Mouhua believes that Lu Mouping has the right to settle on behalf of a certain decoration company. Lu Mouping's behavior constitutes a prima facie **, and the settlement behavior is legal and valid.
4) A certain decoration company has repeatedly denied the validity of the special seal for technical data, and should bear the burden of proof to prove that there is indeed a clear internal seal provision. However, the Southwest Company of a certain decoration company has not provided evidence to prove it, and should bear the adverse responsibility of failing to provide evidence.
3. The existing evidence such as "Processing Order Form", "Certificate" and "Supply Settlement Statement" proves that the sales contract relationship between Wu Mouhua and XX Decoration Southwest Division is established.
1) The "Processing Order Form" submitted by Wu Mouhua's court records the specific buyer's information such as the customer, ** and supply address. Although there is no signature or seal of the signatory on the "Processing Order Form", according to the trading habits of XX Decoration Southwest Company and other suppliers, it cannot be denied that the "Processing Order Form" does not have a signature confirmation indicating that the goods have not been received. In addition, in the case of a dispute over a sales contract between XX Decoration Southwest Company and other suppliers, XX Decoration Southwest Company confirmed the sales contract relationship between the two parties and paid the supply price in full according to the settlement statement. In view of this, there is indeed a sales contract relationship between Wu Mouhua and a certain decoration southwest company.
2) Lu Mouping, the person in charge of the project department of a certain decoration southwest company, issued a "(certificate), the content of which shows that Wu Mouhua did supply to a certain decoration southwest company for the elevator hall and public walkway decoration project of "green space 7 plot public area". According to the agreement on the authority of Party B (Lu Mouping) in the "Letter of Responsibility for Internal Assessment of Decoration and Decoration Project", it is determined that Party B will implement project management on behalf of Party A (XX Decoration Southwest Company), and Party B shall establish a project department and preside over the overall work of the project department according to Party A's authorization. It can be seen that Lu Mouping was entrusted by a certain decoration southwest company to be fully responsible for the management of the project, and the "certificate" provided by him is highly credible.
3) After supplying the goods, Wu Mouhua issued an invoice for the goods to Lu Mouping, and Lu Mouping also submitted it to a certain decoration southwest company, thus proving the company's recognition of the settlement statement, and the two parties have a de facto sales contract relationship.
Verdict] Sichuan High People's Court Verdict:
1. Revoke the civil judgment of Chengdu Intermediate People's Court (2018) Chuan 01 Min Zhong No. 8057 and the civil judgment of Chengdu Pidu District People's Court (2018) Chuan 0124 Min Chu No. 310;
2. A certain decoration share *** shall pay Wu Mouhua 122,350 yuan and interest within ten days from the effective date of the judgment (the interest is calculated according to the interest rate of the same loan of the People's Bank of China for the same period from July 1, 2016 to the date of settlement of the payment).
The retrial court held that the focus of the dispute in this case were: 1whether there is a sales contract relationship between Wu Mouhua and a certain decoration southwest company; 2.Whether the "Supply Settlement Statement" should be determined to be the settlement of the fact of supply between XX Decoration Company and Wu Mouhua, and whether Lu Mouping's signature on the "Supply Settlement Statement" is an act of performing duties.
In terms of focus 1, the parties in this case did not sign a written sales contract, according to the first paragraph of Article 1 of the Interpretation of the Supreme People's Court on Issues Concerning the Application of Law in the Trial of Cases Involving Disputes over Sales Contracts, which stipulates that "if there is no written sales contract between the parties, and one party claims the existence of a sales contract relationship by means of delivery notes, receipts, settlement statements, invoices, etc., the people's court shall make a determination on whether the sales contract relationship is established in combination with the transaction methods, transaction habits and other relevant evidence between the parties".
The Processing Order Form and the note submitted in the first and second instance were made unilaterally and were not signed or sealed by the consignee, which could not prove that the actual supply relationship had occurred between the two parties.
On focus 2, XX Decoration Southwest Company recognized that Lu Mouping was an employee of the company, and XX Decoration Southwest Company signed an internal assessment responsibility letter with Lu Mouping after contracting the project involved in the case, and Lu Mouping was solely responsible for the decoration project and was the manager of the project involved in the case. Lu Mouping enjoys the rights and obligations according to the agreement of the assessment responsibility letter signed with a certain decoration southwest company, and organizes the decoration construction in the name of a certain decoration southwest company, and performs the management responsibilities of the project manager. Judging from the "Supply Settlement Statement" approved by XX Decoration Southwest Company, Lu Mouping purchased materials from Wu Mouhua and settled with Wu Mouhua, and Wu Mouhua also believed that he had the right to settle on behalf of XX Decoration Southwest Company based on Lu Mouping's identity as a project manager and holding a special technical seal for the project. Wu Mouhua asserted that Lu Mouping was the project manager and had the right to purchase materials, and XX Decoration Southwest Company argued that it did not authorize Lu Mouping to purchase materials in the assessment responsibility letter, and that the material procurement was uniformly procured by the company's procurement department, and Lu Mouping had no right to purchase materials, but did not submit evidence to prove his claim, and he held the assessment responsibility letter and did not submit it, according to Article 75 of the "Understanding and Application of the Several Provisions of the Supreme People's Court on Evidence in Civil Proceedings" If there is evidence to prove that one party holds evidence without justifiable reasons for not providing it, if the other party claims that the content of the evidence is unfavorable to the holder of the evidence, it can be presumed that the claim is established", and combined with the content of the copy of the assessment responsibility letter submitted by Wu Mouhua, it should be presumed that Wu Mouhua's claim that Lu Mouping is the project manager and has the right to purchase materials and settle the settlement right. Therefore, although the seal on the "Supply Statement" is marked as a special seal for materials, Lu Mouping's signature should be determined to be an act of performing duties. According to Article 43 of the General Principles of the Civil Law of the People's Republic of China, "an enterprise legal person shall bear civil liability for the business activities of its legal representative and other staff. Lu Mouping's signature on the "Supply Settlement Statement" is an act of performing duties, and a certain decoration southwest company should bear the responsibility for Lu Mouping's settlement behavior. Wu Mouhua's argument that the two parties had established a sales contract relationship, and that XX Decoration Southwest Company should bear the responsibility for payment of the goods was established, and this court supported it. XX Decoration Southwest Company defended that Lu Mouping's signing act was ultra vires, the "Supply Settlement Statement" was invalid, and the reason that XX Decoration Southwest Company should not bear the responsibility for the payment of the goods could not be established, and this court did not support it. XX Decoration Southwest Company argued that the stone involved in the case was purchased by the company's procurement department in other places and that the stone purchased by Lu Mouping may be used for other projects, but did not provide sufficient evidence to prove it, and this court did not support it.
To sum up, the retrial court supported Wu's claim and revoked the judgments of the courts of first and second instance.
Case Analysis] 1. The "Supply Settlement Statement" is stamped with technical data, and the seal has no settlement effect?
In this case, Lu Mouping, as the project manager of the elevator hall and public walkway decoration project of the "public area of the 7th plot of the green space of a certain famous mansion" of a certain decoration southwest company, is fully responsible for the project matters, has the "Decoration and Decoration Internal Contracting Assessment Responsibility Letter", and holds the official seal of the project. Lu Mouping, on behalf of a certain decoration southwest company, identified the settlement statement.
2. Can the "Supply Statement" signed and stamped by only the project manager prove the establishment of the sales relationship between the two parties?
Paragraph 1 of Article 1 of the Interpretation of the Supreme People's Court on Issues Concerning the Application of Law in the Trial of Cases Involving Disputes over Sales Contracts provides that "if there is no written contract between the parties, and one party claims the existence of a sales contract relationship by means of delivery notes, receipts, settlement statements, invoices, etc., the people's court shall make a determination on whether the sales contract is established in light of the transaction methods, trading habits and other relevant evidence between the parties". Although this article stipulates the single case of evidence, in this case, Wu Mouhua, Lu Mouping and XX Decoration Southwest Company have no transaction history, and it is difficult to determine from the transaction habits, so they can only start from the existing evidence. Combined with the "Order Form" of the order submitted by Wu Mouhua, Lu Mouping's "Certificate", "Supply Statement" and the transactions between a certain decoration company and others, it is clear that the transaction object is a certain Southwest Company, and its purchaser is the project manager Lu Mouping, Wu Mouhua has indeed supplied the goods according to the contract, has fulfilled the obligations of the seller, and the two parties have a de facto sales contract relationship.
3. Whether Lu Mouping, as the project leader of a certain decoration company, has a contracting relationship with other companies, whether the procurement behavior between him and the stone business department operated by Wu Mouhua is a performance of duties or an appearance, and how to allocate the burden of proof.
1) Lu Mouping's procurement is a performance of duties or an apparent behavior. The main components of the superficial ** are: 1. The person without the right has not obtained his authorization; 2. The counterparty must be subjectively bona fide and free from negligence; 3. The contract entered into between the person without the right and the counterparty does not itself have the content of being invalid and should be revoked; 4. There must be facts or reasons that make the counterpart believe that the actor has the right to do so. In this case, Lu holds the official seal of the project of a certain decoration southwest company, and is fully responsible for the project, and purchases stone from Wu Mouhua without knowing it, and Wu Mouhua has reason to believe that Lu has the right to do so from the above information, but according to the "Letter of Responsibility for Internal Assessment of Decoration and Decoration Engineering" signed by Lu Mouping and a certain decoration company, it is proved that Lu Mouping is the project manager of a certain decoration company, and is fully responsible for the project of a certain decoration southwest company, and his procurement behavior is a performance of duties. Therefore, according to Article 43 of the General Principles of the Civil Law of the People's Republic of China, "an enterprise legal person shall bear civil liability for the business activities of its legal representative and other staffs." XX Decoration Southwest Company shall bear the responsibility for payment of Lu Mouping's settlement behavior.
2) XX Decoration Southwest Company argues that "the "Decoration and Decoration Project Internal Assessment Responsibility Letter" is a copy, which is not authentic, and denies that Lu Mouping is an employee of the company, and Lu Mouping's procurement behavior is not authorized", how to allocate the burden of proof?
Article 75 of the Supreme People's Speech "Understanding and Application of Several Provisions on Evidence in Civil Proceedings" stipulates that "if there is evidence to prove whether a party has justifiable reasons for refusing to provide evidence in its possession at the time, if the other party asserts that the content of the evidence is unfavorable to the holder of the evidence, it may be presumed that the claim is established". XX Decoration Southwest Company has always denied that Lu Mouping's procurement behavior is authorized, and denies the authenticity of the "Decoration Project Internal Assessment Responsibility Letter", but it has not provided it with proof of its claim, and should bear the burden of proof.
Conclusion and Recommendations].
From this case, it can be reflected that in the case of sales contract disputes, the existing laws and regulations are still lacking in the provisions of the actual situation. For many parties who have only a single piece of evidence in a sales relationship, their rights and interests are often not protected. The Supreme People's Court shall, in light of changes in the actual situation, promptly formulate judicial interpretations so as to better guide the trial of cases.
Second, in terms of the allocation of the burden of proof, although the Civil Procedure Law and its judicial interpretations have clear provisions, in the case, the burden of proof is obviously wrongly allocated, resulting in the parties' claims not being supported, and they can only continue to litigate, resulting in a waste of judicial resources.
Thirdly, in terms of evidence. In the course of the trial, attention was paid to the probative nature of a single piece of evidence, and the whole case was not linked and connected with other evidence. It is hoped that the courts will pay attention to the relevance of the evidence when adjudicating the case.
Relevant legal knowledge.
What are the conditions for the contract to take effect?
The formal requirements for the contract to enter into force are:
1. A contract established in accordance with the law shall take effect from the time of its establishment. This is a general provision on the effective time of the contract, that is, if there are no special provisions of laws and administrative regulations and the agreement of the parties, the time when the contract is formed is the time when the contract takes effect.
2. Where laws and administrative regulations stipulate that approval and registration procedures shall take effect, (such as contracts concluded in accordance with the Law on Foreign-funded Enterprises and mortgage contracts for collateral registration) shall take effect upon approval and registration.
3. If the parties agree on the effective time of the contract in the contract, the agreement shall prevail.
The five circumstances in which a contract is invalid are as follows:
1. One party concludes a contract by means of fraud or coercion, harming the interests of the state;
2. Malicious collusion to damage the interests of the state, the collective or a third party;
3. Concealing illegal purposes in a lawful form;
4. Harming the public interest;
5. Violating the mandatory provisions of laws and administrative regulations.
The legal consequences of an invalid contract are:
1. The property acquired by the perpetrator as a result of the act shall be returned;
2. Where the acquired property cannot be returned or there is no need to return it, compensation shall be made at a discount;
3. Each party shall bear the corresponding responsibility according to its own fault;
4. An invalid contract is not legally binding from the beginning.
Legal basis] Articles 136, 143, 158, 160 and 490 of the Civil Code of the People's Republic of China.