Dear Chief Justice

Zhejiang Liqun Law Firm has accepted the commission of A and appointed us as the first instance agent for the plaintiff A v. defendant B in the contract dispute case. After reviewing the documents before the court and considering the situation of the trial, the agent has expressed the following opinions for the reference of the court:

1. Defendant B is the eligible subject of this case.

(1)The contractual relationship between the plaintiff and the defendant is legal and valid. The defendant acknowledges the authenticity of the "Woodworking Contract Agreement" submitted by the plaintiff and the defendant's personal signature on the agreement, which is sufficient to indicate that the agreement is a true expression of the intentions of both the plaintiff and the defendant. Meanwhile, the agreement only has the signature of the defendant and is not stamped with the seal of Company C or the relevant project department (hereinafter referred to as Company C). According to the principle of relativity of the contract, the plaintiff only has a contractual relationship with the defendant.

(2)The defendant's act of contracting out carpentry works to the plaintiff is neither an official act nor a Apparent authority, and the consequences of its act should be borne by the defendant himself. Regarding the important issue of the relationship between the defendant and Company C, the defendant has never submitted any evidence to the court or provided a positive explanation. However, according to the plaintiff's investigation, defendant B is not an employee of Company C or a shareholder of Company C, and its behavior cannot be considered as a representative of Company C's official behavior. At the same time, the defendant's behavior does not meet the constitutive requirements of Apparent authority. Defendant B has never disclosed its relationship with Company C to the plaintiff, nor has it had any business dealings with the plaintiff in the name of Company C. The signing of the contract with the plaintiff is his personal act, and there is no situation of representing Company C.

(3)Regarding the so-called "Economic Assessment Responsibility Letter" submitted by the defendant, considering that the defendant did not submit the original evidence to the court, the agent believes that the authenticity of the evidence needs to be verified. At the same time, even if the evidence is true, it can be seen from the relevant statements such as "self responsibility for profits and losses" in the evidence that the defendant and Company C should have a affiliated contract relationship. As the actual construction contractor, the defendant is not only a related party to the specific contract, but also the ultimate bear of the civil liability of "self responsibility for profits and losses" stipulated in the contract. It should be borne by the defendant personally to the plaintiff.

2. Regarding the issue of construction period.

The "Woodworking Contract Agreement" stipulates the following provisions for the construction period of this case: "Construction shall be carried out according to the overall construction period requirements of the construction unit and the construction schedule arranged by the project department..." The agent believes that the provision regarding the construction period is unclear, and in accordance with Article 61 of the Contract Law and the principle of good faith, This clause should not be understood as' unconditionally waiting passively until the construction unit arranges a specific construction schedule '. The agent believes that the understanding of this clause should be considered in the context of the normal operation of the engineering project. The construction period agreement "based on the total construction period requirements of the construction unit" should have a default prerequisite for both parties to the contract, which is that the engineering project can start normally within a reasonable time. The defense of the defendant regarding the construction period clearly violates the principle of good faith, It is also inconsistent with daily trading habits.

3. The purpose of the contract in this case is no longer achievable, and the plaintiff has the right to demand that the defendant return the deposit and pay interest.

Based on the facts investigated by the plaintiff, as well as the confession of the defendant's agent and the testimony of witnesses, it can be confirmed that Company C has fallen into a debt crisis; The X project has been reorganized by the Taizhou Municipal Government, and the entire project has been suspended for nearly two years with no hope of resuming work. Even if it resumes work, the construction unit, actual contractor, etc. will also undergo changes; The plaintiff's XB1 Lot 13, 15, and 17, which were contracted for woodworking engineering, have been suspended during the piling phase and do not yet meet the conditions for woodworking construction. Even if work resumes in a few years in the future, the defendant will no longer have the conditions for contract awarding. Given the above facts, the agent believes that due to the defendant's breach of contract, the purpose of signing the contract between the plaintiff and the defendant is no longer achievable, and has the right to terminate the contract in accordance with the law and demand that the defendant return the deposit already paid. At the same time, although the contract stipulates that the deposit shall not bear interest, considering the fact that the contract between the plaintiff and the defendant in this case was not actually fulfilled, the deposit paid by the plaintiff did not actually serve as a "deposit". Therefore, the plaintiff has the right to demand that the defendant pay interest during the period of occupying the plaintiff's funds.

Based on the above opinions, the agent believes that the defendant in this case is a qualified subject and that the purpose of signing a contract between the plaintiff and the defendant is no longer achievable. Therefore, the agent requests the people's court to support the plaintiff's lawsuit request.

Agent: Ruan Taotao

Lawyer from Zhejiang Liqun Law Firm