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Shanghai Minlurun Trading Co., Ltd. v. Shanghai Gangyi Trading Co., Ltd. (Case about Disputes over a Sales Contract)
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上海闽路润贸易有限公司与上海钢翼贸易有限公司买卖合同纠纷案
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Shanghai Minlurun Trading Co., Ltd. v. Shanghai Gangyi Trading Co., Ltd. (Case about Disputes over a Sales Contract)
(Case about Disputes over a Sales Contract)
上海闽路润贸易有限公司与上海钢翼贸易有限公司买卖合同纠纷案
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| Shanghai Minlurun Trading Co., Ltd. v. Shanghai Gangyi Trading Co., Ltd. (Case about Disputes over a Sales Contract) | | 上海闽路润贸易有限公司与上海钢翼贸易有限公司买卖合同纠纷案 |
| [Judgment Abstract] | | [裁判摘要] |
| When the agent enters into a contract in its own name with a third party who is not aware of the agency relationship between the agent and the principal, the contract is binding upon the agent and the third party. Where the agent fails to perform its obligation toward the principal due to any reason attributable to such third party, after the agent discloses the third party to the principal, the principal may make a choice on whether to exercise the right of intervention; and if the principal exercises the right of intervention, the contract shall be directly binding upon the principal and the third party and the principal may require the third party to assume the liability for breach of contract; and if the principal does not exercise the right of intervention, according to the principle of contract relativity, the contract shall still be binding upon the agent and the third party, the agent may claim for breach of contract to the third party, and the disputes between the agent and the principal shall be separately resolved in accordance with the stipulations of the authorization contract. | | 受托人以自己的名义与第三人订立合同时，第三人不知道受托人与委托人之间的代理关系的，合同约束受托人与第三人。受托人因第三人的原因对委托人不履行义务，受托人向委托人披露第三人后，委托人可以选择是否行使介入权：委托人行使介入权的，则合同直接约束委托人与第三人，委托人可以要求第三人向其承担违约责任；委托人不行使介入权的，根据合同的相对性原则，合同仍约束受托人与第三人，受托人可以向第三人主张违约责任，受托人与委托人之间的纠纷根据委托合同的约定另行解决。 |
| When determining the effect of a contract, the people's court shall not necessarily determine that the contract is null and void because one party in the contract has committed a suspected criminal offense. At the time, the people's court shall still examine and judge the effect of the contract in accordance with the provisions of the Contract Law and other laws and administrative regulations, so as to safeguard the lawful rights and interests of the non-fault party in the contract and maintain the transaction safety and order. Under the circumstance where the contract itself is not a cause for nullification of the contract, the suspected criminal offense of one party in the contract does not affect the validity of the contract. | | 在判定合同的效力时，不能仅因合同当事人一方实施了涉嫌犯罪的行为，而当然认定合同无效。此时，仍应根据《合同法》等法律、行政法规的规定对合同的效力进行审查判断，以保护合同中无过错一方当事人的合法权益，维护交易安全和交易秩序。在合同约定本身不属于无效事由的情况下，合同中一方当事人实施的涉嫌犯罪的行为并不影响合同的有效性。 |
| Supreme People's Court | | 最高人民法院 |
| Civil Ruling | | 民事裁定书 |
| (No. 956 [2015], Civil Petition, Supreme People's Court) | | (2015)民申字第956号 |
| Retrial Petitioner (defendant in the first instance and appellant in the second instance): Shanghai Gangyi Trading Co., Ltd., domiciled in Room 301, No. 1508, Mudanjiang Road, Baoshan District, Shanghai Municipality. | | 再审申请人(一审被告、二审上诉人)：上海钢翼贸易有限公司。住所地：上海市宝山区牡丹江路1508号301室。 |
| Legal Representative: Zhu Xiu, Executive Director of this Company. | | 法定代表人：朱秀，执行董事。 |
| Authorized Agent: Wang Ping, lawyer from Fujian Fidelity Law Firm. | | 委托代理人：王平，福建联合信实律师事务所律师。 |
| Authorized Agent: Chen Yu, lawyer from Fujian Fidelity Law Firm. | | 委托代理人：陈昱，福建联合信实律师事务所律师。 |
| Respondent (plaintiff in the first instance and appellee in the second instance): Shanghai Minlurun Trading Co., Ltd., domiciled in Room 3G06, Building No. 4, Jinhai Road, Pudong New Area, Shanghai Municipality. | | 被申请人(一审原告、二审被上诉人)：上海闽路润贸易有限公司。住所地：上海市浦东新区金海路3288号4幢3G06室。 |
| Legal Representative: Wen Jie, Chairman of the Board of Directors of this Company. | | 法定代表人：文杰，董事长。 |
| For refusing to accept the civil judgment (No. 647 [2012], Final, Civil Division, HPC, Fujian) issued by the Higher People's Court of Fujian Province, retrial petitioner, Shanghai Gangyi Trading Co., Ltd. (hereinafter referred to as “Gangyi Company”) filed an application for retrial with the Supreme People's Court against respondent, Shanghai Minlurun Trading Co., Ltd. (hereinafter referred to as “Minlurun Company”), for disputes over a sales contract. The Supreme People's Court legally formed a collegial penal and conducted a review of this case. At the present, the review has been concluded. | | 再审申请人上海钢翼贸易有限公司 (以下简称钢翼公司)为与被申请人上海闽路润贸易有限公司(以下简称闽路润公司)买卖合同纠纷一案，不服福建省高级人民法院(2012)闽民终字第647号民事判决，向本院申请再审。本院依法组成合议庭进行了审查，现已审查完结。 |
In the application for retrial, Gangyi Company alleged that: 1. The purchaser in the Purchase and Sales Contract involved in this case was Shanghai Xingmeng International Trade Co., Ltd. (hereinafter referred to as “Xingmeng Company”) and there was no factual and legal basis for the courts of first instance and second instance to determine Minlurun Company as the purchaser in the Purchase and Sales Contract. (1) The Notarial Deed served upon Gangyi Company upon notary service and provided by Minlurun Company in the trial of first instance and the Letter sent by Xingmeng Company to Minlurun Company showed that Xingmeng Company exercised the principal's right of intervention with its practical action and confirmed that it was the purchaser in the Purchase and Sales Contract. Therefore, the parties bound by the Purchase and Sales Contract were Xingmeng Company and Gangyi Company. (2) The statements and contentions of Gangyi Company in the trials of first instance and second instance showed that Gangyi Company recognized that Xingmeng Company was the purchaser in the Purchase and Sales Contract and accepted the status of Minlurun Company as the agent. In the trials of first instance and second instance, Gangyi Company contended that Minlurun Company was only the agent of Xingmeng Company and it raised an objection to Xingmeng Company's transfer of “creditors' rights” under the Purchase and Sales Contract to Minlurun Company. Therefore, the purchaser in the Purchase and Sales Contract was always Xingmeng Company other than Minlurun Company. (3) Xingmeng Company and Minlurun Company concluded an agreement on the transfer of “creditors' rights” under the Purchase and Sales Contract; however, it was not a generalized transfer of contractual rights and obligations and the purchaser in the Purchase and Sales Contract was always Xingmeng Company. 2. The Purchase and Sales Contract was a means by which Li Qiang committed contract fraud and it was a contract where his illegal purpose was covered up by legal form. In accordance with the provisions of Chinese laws, the Contract should be null and void. The judgments of first instance and second instance were erroneous in the application of law since they separated the Purchase and Sales Contract from Li Qiang's fraudulent act and determined that the Purchase and Sales Contract was legal and valid. 3. The judgments of first instance and second instance were erroneous in upholding Minlurun Company's claims for terminating the Purchase and Sales Contract and requiring Gangyi Company to return the payment for goods. (1) Minlurun Company did not accept the generalized transfer of the rights and obligations under the Purchase and Sales Contract and it had no right to terminate the Purchase and Sales Contract. In addition, the Purchase and Sales Contract was null and void and there was no such issue of being terminated. Therefore, Minlurun Company's claim for the return of payment for goods on the basis of terminating the Contract was untenable. (2) Gangyi Company was not liable for returning the payment for goods to Xingmeng Company and the effect was also expanded to Minlurun Company. In conclusion, Gangyi Company filed an application for retrial with the Supreme People's Court in accordance with the provisions of items (2) and (6) of Article 200 of the Civil Procedure Law of the People's Republic of China.
．．．．．． | | 钢翼公司申请再审称：(一)本案《购销合同》的买方主体是上海兴盟国际贸易有限公司(以下简称兴盟公司)，一审、二审将闽路润公司作为《购销合同》买方缺乏事实与法律依据。1．闽路润公司一审提供的闽路润公司公证送达给钢翼公司的《公证书》以及兴盟公司发给闽路润公司的《函》表明，兴盟公司以实际行动行使委托人介入权，确认自己是《购销合同》的买方主体，《购销合同》约束的合同主体为兴盟公司与钢翼公司。2．钢翼公司在一审、二审的陈述、抗辩表明，钢翼公司认可兴盟公司为《购销合同》的买方主体，并认同闽路润公司的受托人地位。钢翼公司在一审、二审时均明确抗辩，闽路润公司仅仅是兴盟公司的受托人，并反对兴盟公司将《购销合同》的“债权”转让给闽路润公司；因此，《购销合同》买方主体始终是兴盟公司，而不是闽路润公司。3．虽然兴盟公司与闽路润公司达成《购销合同》项下“债权”的转让，但不构成合同权利义务概括转让，《购销合同》的买方主体始终是兴盟公司。(二)《购销合同》是李强实施合同诈骗的手段，是以合法形式掩盖非法目的的合同，依照我国法律规定，该合同属无效合同。一审、二审把《购销合同》与李强诈骗行为割裂开来，认定合法有效，适用法律错误。(三)一审、二审支持闽路润公司解除合同及货款返还请求是错误的。1．闽路润公司并未概括受让《购销合同》的权利义务，无权解除《购销合同》，且《购销合同》无效，也不存在解除问题，闽路润公司建立在合同解除基础上的货款返还请求不能成立。2．钢翼公司对兴盟公司不负有返还货款义务，该效力及于闽路润公司。综上，依据《中华人民共和国民事诉讼法》第二百条第(二)、(六)项等规定，向本院申请再审。
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