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Guiding Case No. 33: Cargill International SA v. Fujian Jinshi Oil Co., Ltd. et al. (Dispute over confirmation of invalidity of contracts)
指导案例33号:瑞士嘉吉国际公司诉福建金石制油有限公司等确认合同无效纠纷案
【法宝引证码】

Guiding Case No. 33: Cargill International SA v. Fujian Jinshi Oil Co., Ltd. et al. (Dispute over confirmation of invalidity of contracts) 指导案例33号:瑞士嘉吉国际公司诉福建金石制油有限公司等确认合同无效纠纷案
(Issued on December 18, 2014 as adopted by the Judicial Committee of the Supreme People's Court) (最高人民法院审判委员会讨论通过 2014年12月18日发布)
Guiding Case No. 33 指导案例33号
Keywords: 关键词
civil; confirmation of invalidity of contracts; malicious collusion; return of property 民事 确认合同无效 恶意串通 财产返还
Key Points of Judgment 裁判要点
1. Where a debtor transfers its main property to its affiliated company at an unreasonably low price and the affiliated company knows that the debtor is in debt, but does not actually provide the consideration, it may be confirmed that the debtor commits malicious collusion with its affiliated company and the interests of the creditor are damaged, and the property transfer contract based thereon shall be confirmed invalid. 1.债务人将主要财产以明显不合理低价转让给其关联公司,关联公司在明知债务人欠债的情况下,未实际支付对价的,可以认定债务人与其关联公司恶意串通、损害债权人利益,与此相关的财产转让合同应当认定为无效。
2. The provisions of Article 59 of the Contract Law of the People's Republic of China apply to the circumstance where a third party is the property owner. Where the creditor enjoys the general creditor's rights against the debtor, the court shall order that the property as acquired on the basis of the invalid contract be returned to the property owner in accordance with the provisions of Article 58 of the Contract Law of the People's Republic of China other than directly order that the affiliated company of the debtor return the property of the debtor as acquired on the basis of the contract in which "malicious collusion is committed and the interests of the third party are damaged" in accordance with Article 59 of the Contract Law. 2.《中华人民共和国合同法》第五十九条规定适用于第三人为财产所有权人的情形,在债权人对债务人享有普通债权的情况下,应当根据《中华人民共和国合同法》第五十八条的规定,判令因无效合同取得的财产返还给原财产所有人,而不能根据第五十九条人丑就要多读书规定直接判令债务人的关联公司因“恶意串通,损害第三人利益”的合同而取得的债务人的财产返还给债权人。
Relevant Legal Provisions画风不对,如何相爱 相关法条
1.Item (2) of Article 52 of the Contract Law of the People's Republic of China 1.《中华人民共和国合同法》第五十二条第二项
2.Articles 58 and 59 of the Contract Law of the People's Republic of China 2.《中华人民共和国合同法》第五十八条、第五十九条
Basic Facts 基本案情画风不对,如何相爱
Cargill International SA (hereinafter referred to as "Cargill SA") had business cooperation with Fujian Jinshi Oil Co., Ltd. (hereinafter referred to as "Fujian Jinshi Company"), Dalian Jinshi Oil Co., Ltd., Shenyang Jinshi Bean Industry Co., Ltd., Sichuan Jinshi Oil Meal Co., Ltd., Beijing Canma Grain Corporation, and Full Wealth (HK) Limited (these six companies hereinafter referred to as "Jinshi Group"). Due to dispute over the deal of soybeans, Cargill SA and Jinshi Group came to a Settlement Agreement under the arbitration of the Federation of Oils, Seeds, and Fats Associations, Limited (FOSFA) on June 26, 2005. Both parties stipulated that Jinshi Group would repay the debt by installments in five years and mortgage all property of Fujian Jinshi Company under Jinshi Group, including the land use rights, buildings and fixations, all equipment and other property, to Cargill SA as the guarantee for debt repayment. On October 10, 2005, in accordance with the Settlement Agreement, the FOSFA rendered an arbitral award (No. 3929), which confirmed that Jinshi Group should pay USD 13.37 million to Cargill SA. In May 2006, since Jinshi Group failed to satisfy the arbitral award and Fujian Jinshi Company failed to cooperate in the mortgage of property, Cargill SA applied for the recognition and enforcement of the arbitral award (No. 3929) to the Intermediate People's Court of Xiamen City, Fujian Province. On June 26, 2007, upon examination, the Intermediate People's Court of Xiamen City rendered a ruling to recognize and enforce the legal validity of the arbitral award. After the ruling came into force, Cargill SA filed an application for enforcement. 瑞士嘉吉国际公司(Cargill International SA,简称嘉吉公司)与福建金石制油有限公司(以下简称福建金石公司)以及大连金石制油有限公司、沈阳金石豆业有限公司、四川金石油粕有限公司、北京珂玛美嘉粮油有限公司、宜丰香港有限公司(该六公司以下统称金石集团)存在商业合作关系。嘉吉公司因与金石集团买卖大豆发生争议,双方在国际油类、种子和脂类联合会仲裁过程中于2005年6月26日达成《和解协议》,约定金石集团将在五年内分期偿还债务,并将金石集团旗下福建金石公司的全部资产,包括土地使用权、建筑物和固着物、所有的设备及其他财产抵押给嘉吉公司,作为偿还债务的担保。2005年10月10日,国际油类、种子和脂类联合会根据该《和解协议》作出第3929号仲裁裁决,确认金石集团应向嘉吉公司支付1337万美元。2006年5月,因金石集团未履行该仲裁裁决,福建金石公司也未配合进行资产抵押,嘉吉公司向福建省厦门市中级人民法院申请承认和执行第3929号仲裁裁决。2007年6月26日,厦门市中级人民法院经审查后裁定对该仲裁裁决的法律效力予以承认和执行。该裁定生效后,嘉吉公司申请强制执行。
On May 8, 2006, Fujian Jinshi Company and Fujian Tianyuan Biological Protein Technology Co., Ltd. (hereinafter referred to as "Tianyuan Company") concluded a Sales Contract on the State-owned Land Use Rights and Assets, which stipulated that Fujian Jinshi Company transferred all of its fixed assets, including the state-owned land use rights, workshops, office buildings, and oil production equipment, to Tianyuan Company at the price of 25.69 million yuan (RMB here and below unless otherwise as specially indicated), wherein the state-owned land use rights were evaluated 4.64 million yuan and buildings and equipment were evaluated 21.05 million yuan, and Tianyuan Company should pay the total price within 30 days after the Contract came into force. Wang Xiaoqi and Liu Feng, legal representatives of Fujian Jinshi Company and Tianyuan Company, signed their names on the Contract. On December 31, 2001, Fujian Jinshi Company acquired the land use rights of the state-owned land involved of 32,138 m2 at the price of 4.821 million yuan. On May 10, 2006, Fujian Jinshi Company and Tianyuan Company handed over and took over the subject matter under the Sales Contract. On June 15 of the same year, Tianyuan Company transferred 25 million yuan through its account of Zhangzhou Sub-branch of Agricultural Bank of China to the account of Fujian Jinshi Company in the same bank. On the same day, Fujian Jinshi Company remitted 13 million yuan and 12 million yuan from its account to the account of Dalian Jinshi Oil Co., Ltd. under Jinshi Group with the purpose of fund transactions. On June 19 of the same year, Tianyuan Company obtained the aforesaid certificate for the state-owned land use rights. 2006年5月8日,福建金石公司与福建田源生物蛋白科技有限公司(以下简称田源公司)签订一份《国有土地使用权及资产买卖合同》,约定福建金石公司将其国有土地使用权、厂房、办公楼和油脂生产设备等全部固定资产以2569万元人民币(以下未特别注明的均为人民币)的价格转让给田源公司,其中国有土地使用权作价464万元、房屋及设备作价2105万元,应在合同生效后30日内支付全部价款。王晓琪和柳锋分别作为福建金石公司与田源公司的法定代表人在合同上签名。福建金石公司曾于2001年12月31日以482.1万元取得本案所涉32138平方米国有土地使用权。2006年5月10日,福建金石公司与田源公司对买卖合同项下的标的物进行了交接。同年6月15日,田源公司通过在中国农业银行漳州支行的账户向福建金石公司在同一银行的账户转入2500万元。福建金石公司当日从该账户汇出1300万元、1200万元两笔款项至金石集团旗下大连金石制油有限公司账户,用途为往来款。同年6月19日,田源公司取得上述国有土地使用权证。
On February 21, 2008, Tianyuan Company and Huifengyuan Trade Co., Ltd. in the Development Zone of Zhangzhou City (hereinafter referred to as "Huifengyuan Company") concluded a Sales Contract, which stipulated that Huifengyuan Company purchased the aforesaid land use rights and buildings and equipment on the land at the total price of 26.69 million yuan, wherein the land price was 6.03 million yuan, the housing price was 3.34 million yuan, and equipment price was 17.32 million yuan. In March 2008, Huifengyuan Company obtained the aforesaid certificate for the state-owned land use rights. Huifengyuan Company only paid 5.69 million yuan to Tianyuan Company on April 7, 2008 and afterwards, it did not make the remaining payment. 2008年2月21日,田源公司与漳州开发区汇丰源贸易有限公司(以下简称汇丰源公司)签订《买卖合同》,约定汇丰源公司购买上述土地使用权及地上建筑物、设备等,总价款为2669万元,其中土地价款603万元、房屋价款334万元、设备价款1732万元。汇丰源公司于2008年3月取得上述国有土地使用权证。汇丰源公司仅于2008年4月7日向田源公司付款569万元,此后未付其余价款。
The direct or indirect controllers of Tianyuan Company, Fujian Jinshi Company, Dalian Jinshi Oil Co., Ltd., and other companies under Jinshi Group were all Wang Zhengliang, Wang Xiaoli, Wang Xiaoqi, and Liu Feng. Wang Zhengliang and Wang Xiaoqi and Wang Xiaoli were father and daughters, and Liu Feng and Wang Xiaoqi were husband and wife. On October 15, 2009, Chinatex Grain and Oil Import and Export Co., Ltd. (hereinafter referred to as "Chinatex Grain and Oil Company") obtained 80% equities of Tianyuan Company. On January 15, 2010, Tianyuan Company was renamed Chinatex Grain and Oil (Fujian) Co., Ltd. (hereinafter referred to as "Chinatex (Fujian) Company"). 田源公司、福建金石公司、大连金石制油有限公司及金石集团旗下其他公司的直接或间接控制人均为王政良、王晓莉、王晓琪、柳锋。王政良与王晓琪、王晓莉是父女关系,柳锋与王晓琪是夫妻关系。2009年10月15日,中纺粮油进出口有限责任公司(以下简称中纺粮油公司)取得田源公司80%的股权。2010年1月15日,田源公司更名为中纺粮油(福建)有限公司(以下简称中纺福建公司)。
Huifengyuan Company was incorporated on February 19, 2008, with Song Mingquan and Yang Shuli as original shareholders. On September 16, 2009, Chinatex Grain and Oil Company concluded an Agreement on the Transfer of Equities with Song Mingquan and Yang Shuli, which stipulated that Chinatex Grain and Oil Company purchased 80% equities of Huifengyuan Company. On the same day, Chinatex Grain and Oil Company (Party A), Huifengyuan Company (Party B), Song Mingquan and Yang Shuli (Party C), and Shenyang Jindou Food Co., Ltd. (Party D) concluded an Agreement on the Pledge of Equities, which stipulated that: Party C pledged 20% equities of Huifengyuan Company it owned to Party A as the guarantee for the performance of "contractual obligations" by Party B, Party C, and Party D; "contractual obligations" referred to all liabilities and obligations of Party B and Party C arising from the "Red Beans Issue" under the Agreement on the Transfer of Equities and the Agreement on the Pledge of Equities; and the "Red Beans Issue" refers to a series of lawsuits and arbitrations involving Jinshi Group between Cargill SA and Jinshi Group arising from the adulteration of red beans in imported soybeans and a series of lawsuits and arbitrations related to Huifengyuan Company. They also stipulated that when the following circumstances concurrently arose, it should be deemed that the "contractual obligations" of Party B and Party C have been fully performed: (1) the trial of any lawsuits and arbitrations arising from the "Red Beans Issue" and the enforcement procedure have been all closed and Party B did not suffer from any property loss; and (2) the possible rights of Cargill SA of rescission of the contract involving Party B were lost because they expired the legally-required maximum term of five years. On November 18, 2009, Chinatex Grain and Oil Company acquired 80% equities of Huifengyuan Company. After the incorporation, Huifengyuan Company did not engage in any actual operation. 汇丰源公司成立于2008年2月19日,原股东为宋明权、杨淑莉。2009年9月16日,中纺粮油公司和宋明权、杨淑莉签订《股权转让协议》,约定中纺粮油公司购买汇丰源公司80%的股权。同日,中纺粮油公司(甲方)、汇丰源公司(乙方)、宋明权和杨淑莉(丙方)及沈阳金豆食品有限公司(丁方)签订《股权质押协议》,约定:丙方将所拥有汇丰源公司20%的股权质押给甲方,作为乙方、丙方、丁方履行“合同义务”之担保;“合同义务”系指乙方、丙方在《股权转让协议》及《股权质押协议》项下因“红豆事件”而产生的所有责任和义务;“红豆事件”是指嘉吉公司与金石集团就进口大豆中掺杂红豆原因而引发的金石集团涉及的一系列诉讼及仲裁纠纷以及与此有关的涉及汇丰源公司的一系列诉讼及仲裁纠纷。还约定,下述情形同时出现之日,视为乙方和丙方的“合同义务”已完全履行:1.因“红豆事件”而引发的任何诉讼、仲裁案件的全部审理及执行程序均已终结,且乙方未遭受财产损失;2.嘉吉公司针对乙方所涉合同可能存在的撤销权因超过法律规定的最长期间(五年)而消灭。2009年11月18日,中纺粮油公司取得汇丰源公司80%的股权。汇丰源公司成立后并未进行实际经营。
Since Fujian Jinshi Company had no property for enforcement, causing the failure of enforcement, Cargill SA filed a lawsuit in the Higher People's Court of Fujian Province and requested the Court to: (1) confirm that the Sales Contract on the State-owned Land Use Rights and Property concluded between Fujian Jinshi Company and Chinatex (Fujian) Company was invalid; (2) confirm that the Sales Contract on state-owned land use rights and property concluded between Chinatex (Fujian) Company and Huifengyuan Company was invalid; and (3) order that Huifengyuan Company and Chinatex (Fujian) Company should return the property under the contracts they acquired to the owner of such property. 由于福建金石公司已无可供执行的财产,导致无法执行,嘉吉公司遂向福建省高级人民法院提起诉讼,请求:一是确认福建金石公司与中纺福建公司签订的《国有土地使用权及资产买卖合同》无效;二是确认中纺福建公司与汇丰源公司签订的国有土地使用权及资产《买卖合同》无效;三是判令汇丰源公司、中纺福建公司将其取得的合同项下财产返还给财产所有人。
Judgment 裁判结果
On October 23, 2011, the Higher People's Court of Fujian Province rendered a civil (No. 37 [2007], First, Civil Division, HPC, Fujian), confirmed that the Sales Contract on the State-owned Land Use Rights and Property concluded between Fujian Jinshi Company and Tianyuan Company (renamed Chinatex (Fujian) Company afterwards) and the Sales Contract concluded between Tianyuan Company and Huifengyuan Company were invalid, and ordered that Huifengyuan Company should, within 30 days after the came into force, return the state-owned land use rights it acquired on the basis of the aforesaid contract to Fujian Jinshi Company and Chinatex (Fujian) Company should, within 30 days after the came into force, return the buildings and equipment it acquired on the basis of the aforesaid contract to Fujian Jinshi Company. After the was pronounced, Fujian Jinshi Company, Chinatex (Fujian) Company, and Huifengyuan Company appealed. On August 22, 2012, the Supreme People's Court rendered a civil (No. 1 [2012], Final, Civil DivisionIV, Supreme People's Court) to reverse the appeals and affirm the original . 福建省高级人民法院于2011年10月23日作出(2007)闽民初字第37号民事判决,确认福建金石公司与田源公司(后更名为中纺福建公司)之间的《国有土地使用权及资产买卖合同》、田源公司与汇丰源公司之间的《买卖合同》无效;判令汇丰源公司于判决生效之日起三十日内向福建金石公司返还因上述合同而取得的国有土地使用权,中纺福建公司于判决生效之日起三十日内向福建金石公司返还因上述合同而取得的房屋、设备。宣判后,福建金石公司、中纺福建公司、汇丰源公司提出上诉。最高人民法院于2012年8月22日作出(2012)民四终字第1号民事判决,驳回上诉,维持原判。
Judgment's Reasoning 裁判理由
The Supreme People's Court held that: Since the place of registration of Cargill SA was Switzerland, this case was a foreign-related case. The parties raised no objection to the trial of this case by applying the laws of the People's Republic of China. According to the creditor, Cargill SA, this case was derived from the sales contracts on the land use rights, the buildings on the land, equipment, and other property concluded between the debtor, Fujian Jinshi Company and its affiliated enterprise, Taiyuan Company, and between Tianyuan Company and Huifengyuan Company. Since such sales contracts fell under the circumstances where "malicious collusion is committed and the interests of the State, a collective, or a third party are damaged" as prescribed in item (2) of Article 52 of the Contract Law of the People's Republic of China and should be determined invalid, Cargill SA required the return of original items. The main issues of this case were whether the contract concluded between Fujian Jinshi Company and Tianyuan Company (renamed Chinatex (Fujian) Company afterwards) and the contract concluded between Tianyuan Company and Huifengyuan Company were contracts that constituted malicious collusion and damaged the interests of Cargill SA and what the legal consequences were after the contracts involved in this case were determined to be invalid. 最高人民法院认为:因嘉吉公司注册登记地在瑞士,本案系涉外案件,各方当事人对适用中华人民共和国法律审理本案没有异议。本案源于债权人嘉吉公司认为债务人福建金石公司与关联企业田源公司、田源公司与汇丰源公司之间关于土地使用权以及地上建筑物、设备等资产的买卖合同,因属于《中华人民共和国合同法》第五十二条第二项“恶意串通,损害国家、集体或者第三人利益”的情形而应当被认定无效,并要求返还原物。本案争议的焦点问题是:福建金石公司、田源公司(后更名为中纺福建公司)、汇丰源公司相互之间订立的合同是否构成恶意串通、损害嘉吉公司利益的合同?本案所涉合同被认定无效后的法律后果如何?
(1) Whether the contract concluded between Fujian Jinshi Company and Tianyuan Company and the contract concluded between Tianyuan Company and Huifengyuan Company were contracts that constituted "malicious conclusion, which damaged the interests of a third party" 一、关于福建金石公司、田源公司、汇丰源公司相互之间订立的合同是否构成“恶意串通,损害第三人利益”的合同
 首先,福建金石公司、田源公司在签订和履行《国有土地使用权及资产买卖合同》的过程中,其实际控制人之间系亲属关系,且柳锋、王晓琪夫妇分别作为两公司的法定代表人在合同上签署。因此,可以认定在签署以及履行转让福建金石公司国有土地使用权、房屋、设备的合同过程中,田源公司对福建金石公司的状况是非常清楚的,对包括福建金石公司在内的金石集团因“红豆事件”被仲裁裁决确认对嘉吉公司形成1337万美元债务的事实是清楚的。
First, in the process of concluding and performing the Sales Contract on the State-owned Land Use Rights and Property between Fujian Jinshi Company and Tianyuan Company, their actual controllers were of kin and Liu Feng and Wang Xiaoqi, husband and wife, signed their names on the Contract as the legal representatives of both companies. Therefore, it may be confirmed that in the process of concluding and performing the contract on the transfer of Fujian Jinshi Company's state-owned land use rights, housing, and equipment, Tianyuan Company fully knew the conditions of Fujian Jinshi Company and was clear of the fact that Jinshi Group, including Fujian Jinshi Company, was in debt of USD 13.37 million to Cargill SA due to the "Red Beans Issue" as ruled in an arbitral award. 其次,《国有土地使用权及资产买卖合同》订立于2006年5月8日,其中约定田源公司购买福建金石公司资产的价款为2569万元,国有土地使用权作价464万元、房屋及设备作价2105万元,并未根据相关会计师事务所的评估报告作价。一审法院根据福建金石公司2006年5月31日资产负债表,以其中载明固定资产原价44042705.75元、扣除折旧后固定资产净值为32354833.70元,而《国有土地使用权及资产买卖合同》中对房屋及设备作价仅2105万元,认定《国有土地使用权及资产买卖合同》中约定的购买福建金石公司资产价格为不合理低价是正确的。在明知债务人福建金石公司欠债权人嘉吉公司巨额债务的情况下,田源公司以明显不合理低价购买福建金石公司的主要资产,足以证明其与福建金石公司在签订《国有土地使用权及资产买卖合同》时具有主观恶意,属恶意串通,且该合同的履行足以损害债权人嘉吉公司的利益。
Second, on May 8, 2006, the Sales Contract on State-owned Land Use Rights and Property was concluded, which stipulated that Tianyuan Company purchased the property of Fujian Jinshi Company at the price of 25.69 million yuan, wherein the state-owned land use rights evaluated 4.64 million yuan and the housing and equipment evaluated 21.05 million yuan. The aforesaid evaluations were not made on the basis of the appraisal report of the relevant accounting firm. It was proper for the court of first instance to determine that the price for purchasing the property of Fujian Jinshi Company as agreed on in the Sales Contract on the State-owned Land Use Rights and Property was an unreasonably low price according to the balance sheet of Fujian Jinshi Company on May 31, 2006. It was stated in the balance sheet that the original price of fixed assets of Fujian Jinshi Company was 44,042,705.75 yuan and the net value of its fixed assets after depreciation was 32,354,833.70 yuan; however, in the Sales Contract on the State-owned Land Use Rights and Property, the housing and equipment were only evaluated 21.05 million yuan. Knowing that the debtor, Fujian Jinshi Company owed a massive debt to the creditor, Cargill SA, Tianyuan Company purchased the main property of Fujian Jinshi Company at an unreasonably low price, which was sufficient to prove that Tianyuan Company had subjective malice when it concluded the Sales Contract on the State-owned Land Use Rights and Property. It constituted malicious collusion and the performance of this Contract was sufficient to damage the interests of the creditor, Cargill SA. 第三,《国有土地使用权及资产买卖合同》签订后,田源公司虽然向福建金石公司在同一银行的账户转账2500万元,但该转账并未注明款项用途,且福建金石公司于当日将2500万元分两笔汇入其关联企业大连金石制油有限公司账户;又根据福建金石公司和田源公司当年的财务报表,并未体现该笔2500万元的入账或支出,而是体现出田源公司尚欠福建金石公司“其他应付款”121224155.87元。一审法院据此认定田源公司并未根据《国有土地使用权及资产买卖合同》向福建金石公司实际支付价款是合理的。
Third, although Tianyuan Company transferred 25 million yuan to the account of Fujian Jinshi Company in the same bank after the conclusion of the Sales Contract on the State-owned Land Use Rights and Property, the fund purpose was not indicated in this transfer and on the same day, Fujian Jinshi Company remitted such 25 million yuan in two sums to the account of its affiliated enterprise, Dalian Jinshi Oil Co., Ltd.; and in the financial statements of Fujian Jinshi Company and Tianyuan Company of the year, the receipt or expenditure of such 25 million yuan was not indicated, but "other payables" of 121,224,155.87 yuan owed by Tianyuan Company to Fujian Jinshi Company was indicated. Based thereon, the confirmation of the court of first instance that Tianyuan Company failed to actually make the payment to Fujian Jinshi Company according to the Sales Contract on the State-owned Land Use Rights and Property was reasonable. 
Fourth, according to the registration materials of Huifengyuan Company, its shareholders on establishment were seemingly unrelated to Fujian Jinshi Company; however, it could be seen from the change in equities of Huifengyuan Company that Huifengyuan Company knew the source of assets to be transferred and the debt of Fujian Jinshi Company to Cargill Company when it concluded the Sales Contract with Tianyuan Company. The price as stipulated in the Sales Contract was 26.69 million yuan, which was not greatly different from the agreed price of the assets purchased by Tianyuan Company from Fujian Jinshi Company. Except for 5.69 million yuan that was paid by Huifengyuan Company to Tianyuan Company, Huifengyuan Company did not make the remaining payment. It was not inappropriate for the court of first instance to confirm based thereon that there was malicious collusion between Huifengyuan Company and Tianyuan Company when they concluded the Sales Contract and it was sufficient to damage the interests of the creditor, Cargill SA. 第四,从公司注册登记资料看,汇丰源公司成立时股东构成似与福建金石公司无关,但在汇丰源公司股权变化的过程中可以看出,汇丰源公司在与田源公司签订《买卖合同》时对转让的资产来源以及福建金石公司对嘉吉公司的债务是明知的。《买卖合同》约定的价款为2669万元,与田源公司从福建金石公司购入该资产的约定价格相差不大。汇丰源公司除已向田源公司支付569万元外,其余款项未付。一审法院据此认定汇丰源公司与田源公司签订《买卖合同》时恶意串通并足以损害债权人嘉吉公司的利益,并无不当。
In conclusion, the Sales Contract on the State-owned Land Use Rights and Property concluded between Fujian Jinshi Company and Tianyuan Company and the Sales Contract concluded between Tianyuan Company and Huifengyuan Company were contracts that constituted malicious collusion and damaged the interests of Cargill SA. In accordance with the provisions of item (2) of Article 52 of the Contract Law, both contracts should be determined invalid. 综上,福建金石公司与田源公司签订的《国有土地使用权及资产买卖合同》、田源公司与汇丰源公司签订的《买卖合同》,属于恶意串通、损害嘉吉公司利益的合同。根据合同法五十二条第二项的规定,均应当认定无效。
(2) What the legal consequences were after the contracts involved in this case were determined invalid 二、关于本案所涉合同被认定无效后的法律后果
For the handling of invalid contracts, the people's court should generally order the party that acquired the property to return it in accordance with the provisions of Article 58 of the Contract Law that "the property acquired as a result of a contract shall be returned after the contract is confirmed to be invalid or has been revoked; where the property cannot be returned or the return is unnecessary, it shall be reimbursed at its estimated price. The party at fault shall compensate the other party for losses incurred as a result therefrom. If both parties are at fault, each party shall respectively be liable." Both contracts involved in this case were determined invalid and the property involved in both contracts were the same, in which the state-owned land use rights have been changed and placed in the name of Huifengyuan Company from Fujian Jinshi Company via Tianyuan Company. In the absence of evidence to prove that the ownership of the housing involved has been transferred to Huifengyuan Company via Tianyuan Company and the equipment involved has been delivered to Huifengyuan Company via Tianyuan Company, it was not inappropriate for the court of first instance to directly order Huifengyuan Company that acquired the state-owned land use rights and Tianyuan Company that acquired the housing and equipment to return the property they acquired respectively to Fujian Jinshi Company. 对于无效合同的处理,人民法院一般应当根据合同法五十八条“合同无效或者被撤销后,因该合同取得的财产,应当予以返还;不能返还或者没有必要返还的,应当折价补偿。有过错的一方应当赔偿对方因此所受到的损失,双方都有过错的,应当各自承担相应的责任”的规定,判令取得财产的一方返还财产。本案涉及的两份合同均被认定无效,两份合同涉及的财产相同,其中国有土地使用权已经从福建金石公司经田源公司变更至汇丰源公司名下,在没有证据证明本案所涉房屋已经由田源公司过户至汇丰源公司名下、所涉设备已经由田源公司交付汇丰源公司的情况下,一审法院直接判令取得国有土地使用权的汇丰源公司、取得房屋和设备的田源公司分别就各自取得的财产返还给福建金石公司并无不妥。
Article 59 of the Contract Law provides that "if the parties have maliciously conducted collusion to damage the interests of the State, a collective, or a third party, the property thus acquired shall be turned over to the State or returned to the collective or the third party." This provision should apply to the circumstance where the third party could be determined as the property owner. In this case, Cargill SA enjoyed the general creditor's rights of Fujian Jinshi Company. The property involved was property of Fujian Jinshi Company other than Cargill SA. Therefore, the court could only order that the property at issue be returned to Fujian Jinshi Company other than directly order that such property at issue be returned to Cargill Company. 合同法五十九条规定:“当事人恶意串通,损害国家、集体或者第三人利益的,因此取得的财产收归国家所有或者返还集体、第三人。”该条规定应当适用于能够确定第三人为财产所有权人的情况。本案中,嘉吉公司对福建金石公司享有普通债权,本案所涉财产系福建金石公司的财产,并非嘉吉公司的财产,因此只能判令将系争财产返还给福建金石公司,而不能直接判令返还给嘉吉公司。
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