Typical Civil and Commercial Cases of the Supreme People's Court on Equal Protection of the Non public Economy and Promoting the Healthy Development of the Non public Economy in accordance with the Law

catalogue

1. Dispute case between Liang Changyun and the Land and Resources Bureau of Huoqiu County People's Government over the transfer contract of construction land use rights

2. Qinghai Maoxiang Real Estate Development Co., Ltd. and Qinghai Meteorological Bureau Property Damage Compensation Dispute Case

3. Contract dispute case between Chongqing Ronghao Investment (Group) Co., Ltd. and the People's Government of Jiangyang District, Luzhou City

4. Bankruptcy and Reorganization Case of Foshan Baiye Real Estate Development Co., Ltd

5. Dispute over Water Supply Contract between Jinzhou Municipal Water Supply Corporation and Guta Hotel in Guta District, Jinzhou City

6. Dispute over the Sales Contract between Handan Jincheng Electromechanical Materials Co., Ltd. and Cixian Education Bureau

7. Dispute over Capital Contributions between Shenyang Heavy Metallurgical Machinery Manufacturing Company's Fourth Factory and Shenyang Beizhong Metallurgical Power Station Equipment Development Co., Ltd. and Other Shareholders

8. Dispute over Equity Transfer between Zhongjing Industrial (Group) Co., Ltd. and Shanghai Electric Power Industry Co., Ltd., China Water Resources and Power Materials Co., Ltd., Shanghai New Energy Environmental Protection Engineering Co., Ltd., and Shanghai United Property Exchange

9. Dispute over Sales Contract between Shanghai Zhongbang Machinery Co., Ltd. and Shanghai Third Machine Tool Factory and Shanghai Third Machine Hydraulic Complete Set Co., Ltd

10. Case of Lease Contract Dispute between Haiyong Agricultural Machinery Business Department of Haimen City and Shanghai Sales Branch of China National Petroleum Corporation

1、 Dispute case between Liang Changyun and the Land and Resources Bureau of Huoqiu County People's Government over the transfer contract of construction land use rights

（1） Basic facts of the case

In 2014, Liang Changyun won the state-owned construction land use right Huo Guotu Chuo [2011] No. 82 through bidding. The "Confirmation Letter for Listing and Trading of State owned Construction Land Use Right" and "Contract for Transfer of State owned Construction Land Use Right" signed with the Land and Resources Bureau of Huoqiu County People's Government stipulated that the Land and Resources Bureau of Huoqiu County would deliver the transferred land to Liang Changyun before September 17, 2014, with a land use right transfer fee of 5953350 yuan, The deposit is 4 million yuan, which is used as the land transfer price and shall be paid in full within 60 days from the date of signing the contract. If the contract stipulates that the transferor fails to provide the transferred land on time for more than 60 days and still cannot deliver the land after being urged to do so, the transferee has the right to terminate the contract. The transferor shall double the deposit and refund the remaining part of the paid transfer price for state-owned construction land use rights. The transferee may also request compensation from the transferor for losses. After the contract was signed, Liang Changyun paid a deposit of 4 million yuan and paid the remaining 1953350 yuan, but the Land and Resources Bureau of Huoqiu County People's Government did not deliver the land as agreed. Liang Changyun filed a lawsuit and requested the People's Court to adjudge the Land and Resources Bureau of Huoqiu County People's Government to double the deposit of 8 million yuan, refund the paid land transfer fee of 1953350 yuan, and compensate for the loss of 1 million yuan.

（2） Judgment results

The Intermediate People's Court of Lu'an City, Anhui Province held in the first instance that the "Contract for the Transfer of Construction Land Use Rights" in this case is legal and valid. Liang Changyun paid all the land transfer fees in accordance with the agreed time limit in the contract. The failure of the Land and Resources Bureau of Huoqiu County People's Government to deliver construction land suitable for development within the agreed time limit in the contract constitutes a breach of contract and should be liable for breach of contract in accordance with the law. According to the contract, Liang Changyun has the right to terminate the contract, request the Land and Resources Bureau of Huoqiu County People's Government to double the deposit, return the paid land transfer fee, and assume compensation responsibility. However, the amount of deposit stipulated in the contract in this case is significantly too high and should be adjusted according to law. The loss claimed by Liang Changyun lacks sufficient evidence to prove that although there are indeed operational and financing costs, considering that the amount of double refund of the deposit is not too much higher or lower than the actual loss, his claim for additional interest and compensation for losses is not supported in accordance with the law. Judgment: 1. Dissolve the "Contract for the Transfer of State owned Construction Land Use Rights" signed between Liang Changyun and the Land and Resources Bureau of Huoqiu County People's Government; 2、 The Land and Resources Bureau of Huoqiu County People's Government returned a double deposit of 2.38134 million yuan to Liang Changyun; 3、 The Land and Resources Bureau of Huoqiu County People's Government returned the land transfer fee of 4.76268 million yuan that Liang Changyun had already paid; 3、 Reject Liang Changyun's other litigation requests. After the first instance verdict, neither party appealed.

（3） Typical significance

This case is a typical case of violating the provisions of the contract for the transfer of state-owned land use rights and bearing corresponding liability for breach of contract. In practice, in the process of transferring state-owned land use rights, due to the non-standard behavior of some local governments, the land cannot be delivered according to the contract after signing the state-owned land use rights transfer contract with non-public enterprises, which infringes on the legitimate rights and interests of non-public economic entities. In this situation, safeguarding the contractual rights and interests of non-public economic entities in accordance with the law is an important manifestation of the principle of equal protection of their civil rights. In this case, the Land and Resources Bureau of Huoqiu County People's Government signed a land use right transfer contract with Liang Changyun through an open bidding process. Liang Changyun also paid the land transfer fee according to the contract agreement, but the failure of the Land and Resources Bureau of Huoqiu County People's Government to deliver the land according to the contract constitutes a breach of contract. Liang Changyun requested reasonable requests such as termination of the contract, return of the land transfer fee, and double return of the deposit according to the contract agreement, All have received support from the people's court. When the people's court tried this case, it treated government agencies and non-public economic entities equally, accurately applied the relevant provisions of the Contract Law, supported Liang Changyun's relevant litigation requests in accordance with the law, and properly safeguarded the legitimate rights and interests of the non-public economy.

2、 Qinghai Maoxiang Real Estate Development Co., Ltd. and Qinghai Meteorological Bureau Property Damage Compensation Dispute Case

（1） Basic facts of the case

In May 2011, the private enterprise Qinghai Maoxiang Real Estate Development Co., Ltd. completed relevant procedures and constructed a commercial and residential community project located in Xining City, Qinghai Province. The only channel currently under construction was blocked by the Qinghai Provincial Meteorological Bureau, resulting in the inability to carry out construction. After litigation and enforcement, the passage was cleared, resulting in a total of 112 days of suspension. Qinghai Maoxiang Real Estate Development Co., Ltd. sued and demanded that the Qinghai Meteorological Bureau pay a total of 4358404.81 yuan for various losses caused by the shutdown, including liquidated damages, personnel salary losses, supervision fee compensation losses, loan interest and penalty interest losses.

（2） Judgment results

The Intermediate People's Court of Xining City, Qinghai Province held in the first instance that, According to Article 83 of the General Principles of the Civil Law of the People's Republic of China, "The neighboring parties of immovable property shall handle the neighboring relationships in areas such as water interception, drainage, passage, ventilation, and lighting in a spirit that is conducive to production, convenient living, unity and mutual assistance, and fair and reasonable. If any obstruction or loss is caused to the neighboring parties, the infringement shall be stopped, the obstruction shall be eliminated, and the losses shall be compensated" and According to Article 100 of the Opinions of the Supreme People's Court on Several Issues Concerning the Implementation of the General Principles of the Civil Law of the People's Republic of China (Trial), which stipulates that "if one party must pass on the land used by the adjacent party, permission shall be granted; if losses are caused as a result, appropriate compensation shall be given", Qinghai Meteorological Bureau should bear the liability for compensation for property damage caused by infringement to Qinghai Maoxiang Real Estate Development Co., Ltd. Judgment: Qinghai Provincial Meteorological Bureau shall compensate Qinghai Maoxiang Real Estate Development Co., Ltd. with various economic losses of 1055240 yuan; Reject other litigation requests from Qinghai Maoxiang Real Estate Development Co., Ltd.

After the Qinghai Provincial Meteorological Bureau and Qinghai Maoxiang Real Estate Development Co., Ltd. appealed, the Qinghai Provincial High People's Court made a second instance judgment: rejecting the appeal and upholding the original judgment.

（3） Typical significance

This case is a typical case of civil liability for obstruction caused by neighboring relationships. In practice, there are civil disputes arising from non contractual relationships such as neighboring relationships between non-public enterprises, government agencies, and state-owned enterprises. In such disputes, it is also necessary to protect the legitimate rights and interests of non-public enterprises in accordance with legal provisions, and other entities cannot be allowed to arbitrarily infringe on their legitimate rights and interests without bearing corresponding legal responsibilities. In this case, the fact that the Qinghai Provincial Meteorological Bureau blocked the only channel under construction for the development and construction of the Qinghai Provincial Meteorological Bureau's old house renovation project by Qinghai Maoxiang Real Estate Development Co., Ltd. constitutes infringement has been confirmed by a legal document in effect in another case. For the property losses caused by this infringement behavior, Qinghai Provincial Meteorological Bureau should compensate Qinghai Maoxiang Real Estate Development Co., Ltd. Therefore, the lawsuit request of Qinghai Maoxiang Real Estate Development Co., Ltd. has been supported by the people's court to the extent supported by evidence. When the people's court tried the case, it treated both parties equally, accurately applied relevant provisions such as the General Principles of the Civil Law and its judicial interpretations, supported the corresponding litigation requests of Qinghai Maoxiang Real Estate Development Co., Ltd. in accordance with the law, and safeguarded its legitimate rights and interests as a non-public enterprise.

3、 Contract dispute case between Chongqing Ronghao Investment (Group) Co., Ltd. and the People's Government of Jiangyang District, Luzhou City

（1） Basic facts of the case

In 2008, the People's Government of Jiangyang District, Luzhou City (hereinafter referred to as the district government) signed a series of land consolidation project investment agreements with private enterprise Chongqing Ronghao Investment (Group) Co., Ltd. (hereinafter referred to as Ronghao Investment Company) through public investment, agreeing that Ronghao Investment Company would invest 320 million yuan to carry out land consolidation on two plots of land in the area. After the agreement was signed, Ronghao Investment Company successively invested over 100 million yuan in the project. In 2014, the district government sent a letter to Ronghao Investment Company stating that the above agreement violated the spirit of the "Notice on Regulating the Management of Revenue and Expenditure from the Transfer of State owned Land Use Rights" issued by the General Office of the State Council and the "Notice on Further Strengthening the Management of Revenue and Expenditure from the Transfer of State owned Land Use Rights" jointly issued by the Sichuan Provincial Department of Land and Resources, the Provincial Department of Finance, the Provincial Supervision Department, and the Provincial Audit Department, requesting the termination of the performance of the above agreement. Ronghao Investment Company filed a lawsuit to the court, requesting confirmation that the letter from the district government terminating the performance of the agreement is invalid, and requesting that the district government continue to perform the agreement.

（2） Judgment results

The Chongqing Higher People's Court held in the first instance that the effectiveness of the district government's termination action should be examined in accordance with Article 94 of the Contract Law of the People's Republic of China. This article stipulates: "In one of the following circumstances, the parties may terminate the contract: (1) due to force majeure, the purpose of the contract cannot be achieved; (2) before the expiration of the performance period, one party clearly indicates or indicates through its own actions that it will not perform the main debt; (3) one party delays in performing the main debt and fails to perform it within a reasonable period after being urged; (4) Either party delays in fulfilling its obligations or commits other breach of contract, resulting in the inability to achieve the purpose of the contract; （5） Other circumstances stipulated by law In this case, the two documents mentioned by the district government are not laws or administrative regulations, and the agreements involved in this case are not explicitly prohibited. The reason why the district government requests to terminate the relevant agreements based on policy changes cannot be established, and the letter of termination of the performance agreement issued by the district government does not have the effect of terminating the contract. Judgment: The letter confirming the termination of the agreement is invalid, and the district government continues to fulfill the relevant agreement signed with Ronghao Investment Company. After the first instance judgment, neither party appealed.

（3） Typical significance

This case is a typical case of regulating the unauthorized termination of civil and commercial contracts by government agencies. In practice, some local governments, after signing civil and commercial contracts with non-public enterprises, use various excuses to deny the validity of the contracts, achieve the purpose of not fulfilling the contracts, affect the normal market transaction order, and infringe on the legitimate rights and interests of non-public enterprises, which should be regulated. In this case, the district government entered into an investment agreement with Ronghao Investment Company through a public investment promotion process. However, after Ronghao Investment Company made a large amount of investment, it was against integrity to request the termination of the agreement on the grounds that the investment agreement violated relevant documents. When the court heard the case, it treated Ronghao Investment Company and the district government equally, accurately applied the relevant provisions of the Contract Law on contract termination, and supported Ronghao Investment Company's request to continue fulfilling the agreement in accordance with the law, effectively safeguarding the legitimate rights and interests of non-public enterprises.

4、 Bankruptcy and Reorganization Case of Foshan Baiye Real Estate Development Co., Ltd

（1） Basic facts of the case

Guangdong Baiyi Copper Industry Co., Ltd., Guangdong Baiyi Doors and Windows Curtain Wall Co., Ltd., Guangdong Baiyi Investment Co., Ltd., Foshan Baiye Real Estate Development Co., Ltd. (hereinafter referred to as Baiye Company), Guangdong Baiyi Real Estate Development Co., Ltd., and Guangdong Yinbai Innovation Aluminum Industry Co., Ltd. are six affiliated companies of the private enterprise Baiyi Group. Six companies submitted bankruptcy reorganization applications to the court on January 12, 2015, citing their inability to repay their debts as they fell due. After investigation, it was found that Baiye Company's own debt was not significant, but it was interconnected with five other companies for mutual protection, with external guarantee debts totaling over 800 million yuan; The cash chains of the six companies mentioned above are broken, unable to maintain normal production and operation, unable to pay for goods, and the principal and interest of bank loans due, resulting in a significant loss of solvency; Some suppliers and banks sued six companies and seized some assets; If creditors file lawsuits, execute six companies, or directly apply for bankruptcy liquidation of six companies, it will result in nearly 1300 employees losing their jobs, seriously affecting social stability; The six companies have high-quality assets and there is a possibility of revitalizing assets and resuming production and operation through bankruptcy restructuring.

（2） Judgment results

On January 20, 2015, the Intermediate People's Court of Foshan City, Guangdong Province convened representatives of 22 banks, financial institutions, and suppliers in accordance with the law to hear opinions on the application for bankruptcy reorganization of six companies. On February 5th, the court organized a hearing for the top three creditors of five dissenting banks and six companies in accordance with the law, hearing again the objections raised by some banks and seeking their opinions on the bankruptcy reorganization of the six companies. On March 16th, the court reviewed the reasons for bankruptcy and the possibility of reorganization, and in accordance with Article 71 of the Enterprise Bankruptcy Law of the People's Republic of China, which stipulates that "if the people's court finds that the reorganization application meets the provisions of this Law, it shall rule on the debtor's reorganization and make a public announcement", ruled to accept the reorganization applications of six companies, including Baiye Company, and designated a manager to take over Baiye Company. On June 15th, the manager held the second creditors' meeting, and each voting group approved a restructuring plan (draft) to pay off debts through the injection of funds by new investors. On the same day, According to Article 86 of the Enterprise Bankruptcy Law of the People's Republic of China, the court When all voting groups pass the draft reorganization plan, the reorganization plan shall be deemed to have been passed. Within ten days from the date of passing the reorganization plan, the debtor or manager shall apply to the people's court for approval of the reorganization plan. If the people's court deems it to be in compliance with the provisions of this Law after examination, it shall make a civil ruling within thirty days from the date of receiving the application, terminate the reorganization procedure, and make a public announcement, Approve the restructuring plan and terminate the restructuring process of Baiye Company. Since then, Baiye Company has entered the execution stage of the restructuring plan.

（3） Typical significance

This case is a typical case where the people's court uses the bankruptcy reorganization system to help struggling private enterprises overcome difficulties. Six affiliated enterprises, including Baiye Company, have filed for bankruptcy. After accepting the bankruptcy application, the people's court visited six companies on site to investigate their production and business status, and listened to the opinions of major creditors and supplier representatives on the bankruptcy reorganization of the six companies. After investigation, the people's court found that the assets of six companies are of high quality. If bankruptcy restructuring is used to revitalize assets and restore production and operation, it is beneficial to increase the repayment rate of creditors, especially ordinary creditors such as suppliers, and stabilize the emotions of hundreds of suppliers. Nearly 1300 employees will not face the risk of unemployment, and local social harmony and stability will be effectively maintained. Moreover, the vast majority of creditors hope for the reorganization of the six debtors. At that time, some projects had already been taken over by investors, but they all stated that they should be carried out after the commencement of the reorganization proceedings. Based on the above facts, the people's court merged and went bankrupt six companies based on their bankruptcy applications, and rescued Baiye Company through bankruptcy reorganization, achieving a win-win situation for creditors, debtors, and other stakeholders.

At present, China is in a period of intertwined economic growth, structural adjustment pains, and difficulties in energy conversion. The downward pressure on the economy is increasing, and many non-public enterprises are unable to repay their debts due to the rupture of the capital chain. Accurately handling corporate bankruptcy cases, preventing and resolving corporate debt risks, especially fully utilizing the special functions of bankruptcy reorganization procedures, revitalizing the assets of high-quality enterprises, enabling them to resume production and operation, is of great significance for rescuing distressed non-public enterprises, helping and supporting non-public enterprises that comply with national industrial policies to recover their vitality and return to the market.

5、 Dispute over Water Supply Contract between Jinzhou Municipal Water Supply Corporation and Guta Hotel in Guta District, Jinzhou City

（1） Basic facts of the case

There is a water supply contract between Jinzhou Municipal Water Supply Company (hereinafter referred to as the Water Supply Company) and the private enterprise Guta Hotel in Guta District, Jinzhou City (hereinafter referred to as Guta Hotel). Before July 2012, Guta Hotel had paid water fees in accordance with the contract and relevant regulations. In early July 2012, the staff of the water company informed Guta Hotel that the monthly water fee was over 10000 yuan. Guta Hotel raised objections to this and did not pay it. On July 17th, the water company issued an invoice for the month's water consumption of 120 tons and water fee of 720 yuan to Guta Hotel, requesting payment, but Guta Hotel did not pay. On July 24th, the water company replaced the water meter for Guta Hotel, and the legal representative of Guta Hotel and the staff of the water company signed the signature form. On August 8th and September 6th, the water supply company sent two water suspension notices to Guta Hotel, limiting Guta Hotel to pay 11904 yuan of overdue water fees before 9:00 am on August 10th and 12624 yuan of overdue water fees before 9:00 am on September 10th. Failure to pay within the time limit will be subject to water suspension treatment in accordance with relevant regulations, and the consequences will be borne by oneself. The Guta Hotel has not yet paid the water fee due to objections and unsuccessful negotiations with the water company. On September 3rd, the water company applied to the city's Public Utilities and Real Estate Bureau to stop supplying water to the Guta Hotel, and the bureau issued a directive stating that it "agrees to handle it in accordance with relevant regulations". On September 11th, the water company stopped supplying water to the Guta Hotel. Guta Hotel filed a lawsuit demanding that the water company restore water supply.

（2） Judgment results

The People's Court of Guta District, Jinzhou City, Liaoning Province held in the first instance that the water supply company, as a water supply unit, should provide timely water supply to the water users in accordance with the contract and legal provisions. Article 22 of the Urban Water Supply Regulations stipulates that: Urban tap water supply enterprises and enterprises that build their own facilities for external water supply should maintain uninterrupted water supply. If it is necessary to stop water supply due to engineering construction, equipment maintenance, and other reasons, approval from the urban water supply administrative department should be obtained and the water consuming units and individuals should be notified 24 hours in advance. If there is a disaster or emergency that cannot be notified in advance, the water consuming units and individuals should be notified during emergency repairs to restore normal water supply as soon as possible, And report to the administrative department in charge of urban water supply Before July 2012, Guta Hotel had been paying the water fee in accordance with the contract and relevant regulations. The reason for not paying in July was because the water fee for that month was significantly higher than before, and the water fee invoice of over 700 yuan issued by the water supply company was inconsistent with the required fee amount, and the water meter index was changed during the meter change, which caused Guta Hotel to have reasonable doubts about the water fee amount. The Guta Hotel is currently negotiating with the water company, and it has not been determined who is right or wrong. Guta Hotel did not unreasonably refuse to pay the water fee. Although the water company applied to the city's Public Utilities and Real Estate Bureau before stopping water supply to the Guta Hotel, the bureau did not explicitly approve the cessation of water supply. The water company lacks factual and legal basis to stop water supply to Guta Hotel, which is a breach of contract and should immediately restore water supply to Guta Hotel. According to Article 107 of the Contract Law of the People's Republic of China, which states that "if one party fails to fulfill its contractual obligations or fails to fulfill its contractual obligations in accordance with the agreement, it shall bear the liability for breach of contract, such as continuing to perform, taking remedial measures, or compensating for losses." The judgment states that the Zilai Water Company shall immediately restore water supply to the Guta Hotel after the judgment takes effect. After the appeal by the water company, the Intermediate People's Court of Jinzhou City ruled to dismiss the appeal and uphold the original judgment.

（3） Typical significance

This case is a typical case where the people's court tries disputes over water supply and use contracts in accordance with the law to protect the normal production and operation of non-public enterprises. Water and electricity are the basis for normal production and operation of enterprises. Therefore, disputes over water and electricity that arise in the production and operation activities of non-public enterprises should be promptly and legally tried to ensure the normal production and operation of the enterprise. In this case, the water company stopped water supply without justifiable reasons, which had a significant impact on the normal operation of Guta Hotel. After accepting the lawsuit of Guta Hotel, the people's court promptly heard the case in accordance with the law, and ruled that the water company immediately restored water supply after the judgment came into effect, effectively safeguarding the legitimate rights and interests of Guta Hotel.

6、 Handan Jincheng Electromechanical Materials Co., Ltd. and Cixian Education Bureau Sales Contract Dispute Case

（1） Basic facts of the case

In January 2013, the steel procurement project for the safety engineering of primary and secondary schools in Cixian County, Hebei Province was tendered through competitive negotiation. Handan Jincheng Electromechanical Materials Co., Ltd. (hereinafter referred to as the Materials Company), a private enterprise, bid and won the bid in accordance with the "Bidding Documents". In February 2013, the Education Bureau of Cixian County, Hebei Province (hereinafter referred to as the County Education Bureau) signed a "Procurement Contract" with the material company. Although the "Bidding Document" specifies the name, quantity, specifications, unit price, etc. of the purchased goods, the "Procurement Contract" only specifies the contract amount, and does not specify the name, quantity, unit price, specifications, and standards of the purchased goods. Delivery time, transportation requirements, acceptance matters, etc. are also not specified. After the contract was signed, the county education bureau has not purchased steel from the material company as agreed in the contract. The material company filed a lawsuit to the court, claiming that the safety project for the county primary and secondary school buildings had been completed, but the county education bureau did not purchase steel from the material company as agreed in the contract, nor did it fulfill any obligations stipulated in the contract. The company requested the termination of the "procurement contract" and ordered the county education bureau to compensate the material company for its economic losses. The County Education Bureau agrees to terminate the contract, but believes that the "Procurement Contract" does not clearly stipulate the name, quantity, specifications, standards, etc. of the purchased goods. The reason for the failure to fulfill the contract is not the County Education Bureau, and the County Education Bureau should not be liable for breach of contract.

（2） Judgment results

The first instance of the People's Court of Cixian County, Hebei Province held that the focus of controversy in this case lies in whether the "Procurement Contract" between the material company and the county education bureau is established and whether the county education bureau should bear the responsibility for breach of contract. Article 1, Paragraph 1 of the Interpretation of the Supreme People's Court on Several Issues Concerning the Application of the Contract Law of the People's Republic of China (2) stipulates: "If there is a dispute between the parties regarding the formation of the contract, and the people's court can determine the name, subject matter, and quantity of the parties, the contract shall generally be deemed to be established. However, unless otherwise provided by law or agreed by the parties, Although the "Procurement Contract" submitted by the material company only specifies the contract amount, according to the "Bidding Document", the transaction notice, and the purpose of signing the "Procurement Contract" by both parties, it is known that the procurement project is steel, with a quantity of 906.458 tons and a contract amount of 3639429 yuan. Therefore, the "Procurement Contract" signed between the material company and the county education bureau has been established. As the employer, the County Education Bureau subcontracted the relevant project to a certain construction company and agreed that it would not provide materials and equipment, resulting in the material company's inability to fulfill the "Procurement Contract" signed with the County Education Bureau. The County Education Bureau shall bear the responsibility for breach of contract for not fulfilling the contract. According to Article 97 of the Contract Law of the People's Republic of China, which stipulates that "after the termination of the contract, if the contract has not been fulfilled, the performance shall be terminated; if the contract has already been fulfilled, the parties may demand restoration to its original state, take other remedial measures, and have the right to demand compensation for losses", the judgment is as follows: firstly, terminate the "Procurement Contract" signed between the material company and the county education bureau; 2、 The county education bureau shall pay 39000 yuan to the material company for related losses within ten days after the judgment takes effect; 3、 Reject other litigation requests from the material company. After the appeal from the County Education Bureau, the Intermediate People's Court of Handan City ruled to reject the appeal and uphold the original judgment.

（3） Typical significance

This case is a typical case of regulating government agencies' failure to fulfill the "Procurement Contract". A contract is an agreement between the parties to establish, modify, and terminate civil rights and obligations, and all parties shall fully fulfill their obligations in accordance with the provisions of the contract. If one party fails to fulfill the contract as agreed in the contract, it will infringe on the legitimate rights and interests of the other party. Therefore, for parties who fail to fulfill the contract as agreed, they should strictly follow the provisions of the Contract Law and be held liable for breach of contract in accordance with the law. In this case, after the county education bureau signed the "Procurement Contract" with the material company through the bidding process, it did not purchase steel from the material company according to the "Procurement Contract". Instead, it shirked responsibility on the grounds that the contract did not specify the name and quantity of goods, causing the material company to be unable to achieve the purpose of the contract. After accepting this case, the People's Court accurately analyzed the effectiveness of the "Procurement Contract" involved in this case, and ruled that the County Education Bureau should bear the responsibility for breach of contract in accordance with the law, effectively protecting the legitimate rights and interests of the material company as the complying party.

7、 Dispute over Capital Contributions between Shenyang Heavy Metallurgical Machinery Manufacturing Company's Fourth Factory and Shenyang Beizhong Metallurgical Power Station Equipment Development Co., Ltd. and Other Shareholders

（1） Basic facts of the case

On October 18, 2010, the state-owned enterprise Shenyang Heavy Metallurgical Machinery Manufacturing Co., Ltd. No. 4 Factory (hereinafter referred to as Shenyang Heavy Metallurgical Machinery Manufacturing Co., Ltd.) and the private enterprise Shenyang Beizhong Metallurgical Power Station Equipment Development Co., Ltd. (hereinafter referred to as Beizhong Company) signed a "Joint Venture and Cooperation Agreement", which stipulated that Shenyang Heavy Metallurgical Machinery Manufacturing Co., Ltd. will evaluate and value five factory buildings and office buildings, and invest in Beizhong Company as fixed assets, accounting for 45% of the investment proportion; Another five natural persons contributed 3.5 million yuan in currency, accounting for 55% of the shares of Beizhong Company; All parties shall distribute profits in accordance with the investment ratio; The five invested properties of Shenyang Heavy Industry Fourth Factory belong to Beijing Heavy Industry Corporation after being evaluated and invested. When certain conditions are met, the property rights change procedures will be handled. Due to the fact that Shenyang Heavy Industry Fourth Factory has not transferred the contributed property to the name of Beizhong Company, Beizhong Company has filed a lawsuit in court, demanding that Shenyang Heavy Industry Fourth Factory fulfill its investment obligations.

（2） Judgment results

The People's Court of Huanggu District, Shenyang City, Liaoning Province held in the first instance that the focus of controversy in this case lies in whether Shenyang Heavy Industry Fourth Factory has fulfilled its investment obligations? Article 28, Paragraph 1 of the Company Law of the People's Republic of China stipulates: "Shareholders shall pay their respective subscribed capital contributions in full and on time as stipulated in the company's articles of association. If shareholders make capital contributions in currency, they shall deposit the full amount of their currency contributions into the bank account of the limited liability company. If they make capital contributions in non monetary property, they shall handle the transfer procedures of their property rights in accordance with the law, Although Shenzhong Fourth Factory has delivered the invested factory building to Beizhong Company for use, the property change procedures have not been completed. Shenzhong Fourth Factory has not fulfilled its investment obligations, which constitutes a breach of contract and should fulfill its investment obligations to Beizhong Company. Judgment: Within ten days after the judgment takes effect, Shen Zhongsi Factory shall fulfill its shareholder contribution obligations to Beizhong Company and assist in handling the procedures for renaming and transferring the property. After Shen Zhongsi Factory appealed, the Shenyang Intermediate People's Court ruled to dismiss the appeal and uphold the original judgment.

（3） Typical significance

This case is a typical case of regulating state-owned enterprises to fulfill their investment obligations in accordance with the law. Shenzhong Fourth Factory and five other natural person shareholders jointly invested to establish Beizhong Company, but failed to fulfill their investment obligations in accordance with the investment agreement. Beizhong Company and other shareholders sought relief through litigation. After accepting the case, the people's court carefully reviewed the performance of the investment obligations of Shen Chong Fourth Factory. In accordance with the provisions of the Company Law and relevant judicial interpretations on physical investment, it rejected Shen Chong Fourth Factory's claim that it had already fulfilled its investment obligations. In accordance with the law, it supported the request of Beizhong Company and five other natural person shareholders to fulfill Shen Chong Fourth Factory's investment obligations, reflecting the legal principle of equal protection for shareholders of different ownership systems, Effectively safeguarding the legitimate rights and interests of non-public shareholders.

The mixed ownership economy characterized by cross shareholding and mutual integration of state-owned capital, collective capital, and non-state-owned capital is an important form of implementation of China's basic economic system. To develop a mixed ownership economy, it is necessary to equally protect state-owned and non-state-owned capital. From the perspective of company investment, both public and non-public shareholders should fulfill their investment obligations in accordance with the law. If either party fails to fulfill their investment obligations, the other party can legally demand that they bear the liability for breach of contract to make up the investment. The trial of this case reflects the concept of equal investment obligations among different ownership entities, effectively protecting the legitimate rights and interests of various shareholders in mixed ownership enterprises.

8、 Dispute over Equity Transfer between Zhongjing Industrial (Group) Co., Ltd. and Shanghai Electric Power Industry Co., Ltd., China Water Resources and Power Materials Co., Ltd., Shanghai New Energy Environmental Protection Engineering Co., Ltd., and Shanghai United Property Exchange

（1） Basic facts of the case

Private enterprise Zhongjing Industrial (Group) Co., Ltd. (hereinafter referred to as Zhongjing Company) and state-owned enterprise Shanghai Electric Power Industry Co., Ltd. (hereinafter referred to as Electric Power Company) are shareholders of Shanghai New Energy Environmental Protection Engineering Co., Ltd. (hereinafter referred to as New Energy Company), holding 38.2% and 61.8% respectively. On February 15, 2012, the New Energy Company passed a resolution at the shareholders' meeting: agreeing to the transfer of its shares by the power company, with the transfer price based on the evaluation price; Zhongjing Company does not waive the right of first refusal. On May 25th, the new energy company submitted its equity public transfer materials to a certain property exchange. On June 1st, the equity exchange announced the transfer of 61.8% of the equity of the new energy company. On July 2nd, Zhongjing Company sent a letter to the Property Rights Exchange stating that, according to the framework agreement and supplementary agreement, there were omissions in the disclosure of equity transfer information and disputes over ownership. Zhongjing Company has the right of first refusal and requests the Property Rights Exchange to suspend listing and re disclose information. On July 3rd, China Water Resources and Electric Power Materials Co., Ltd. (hereinafter referred to as the Water Resources Company) signed a property rights trading contract with the power company through the property rights exchange. On September 11th, the new energy company issued a capital contribution certificate to the water conservancy company and included it in the company's shareholder register, but failed to complete the industrial and commercial change registration. Zhongjing Company filed a lawsuit with the court, claiming that the unauthorized transfer of shares by the power company infringed on its right of first refusal. It requested that Zhongjing Company be ordered to have the right of first refusal to purchase 61.8% of the new energy company's equity transferred by the power company to the water conservancy company, and exercise the right of first refusal at a transfer price of 48691000 yuan.

（2） Judgment results

The People's Court of Huangpu District, Shanghai held in the first instance that the shareholder's right of first refusal is a legal right granted to shareholders by the Company Law. Article 71 of the Company Law of the People's Republic of China stipulates: Shareholders of a limited liability company may transfer all or part of their equity to each other. If a shareholder wishes to transfer equity to a person other than a shareholder, it shall require the consent of more than half of the other shareholders. Shareholders shall notify the other shareholders in writing of the transfer of their equity to seek their consent. If the other shareholders fail to respond within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the dissenting shareholders shall purchase the shares Purchase the equity to be transferred; Those who do not purchase shall be deemed to have agreed to the transfer. If the equity is transferred with the consent of the shareholders, other shareholders have the right of first refusal under the same conditions. If two or more shareholders claim to exercise the right of first refusal, their respective purchase proportions shall be determined through negotiation; If negotiation fails, the right of first refusal shall be exercised in accordance with the respective proportions of investment at the time of transfer. If the articles of association provide otherwise for the transfer of equity, such provisions shall prevail In this case, Zhongjing Company did not explicitly waive its right of first refusal and raised objections to the equity exchange before the equity transaction. The equity exchange did not respond to the objections raised by Zhongjing Company and did not inform the water conservancy company whether the transaction was carried out as scheduled, directly auctioning the equity of the power company to the water conservancy company, infringing on Zhongjing Company's right of first refusal. The equity transfer contract between the power company and the water conservancy company is not effective. Judgment: Zhongjing Company has the right of first refusal to purchase 61.8% of the equity of the new energy company transferred from the power company to the water conservancy company. After the appeal by the power company and water conservancy company, the Shanghai Second Intermediate People's Court rejected the appeal and upheld the original judgment.

（3） Typical significance

This case is a typical case of protecting private enterprises from the right of first refusal in the transfer of equity in a limited liability company. As a state-owned enterprise, power companies must enter the market for trading when transferring their equity, but entering the market for trading cannot infringe on the rights of other shareholders. The property rights exchange transferred the equity of the power company to the water conservancy company without informing Zhongjing Company whether to proceed with the transaction as scheduled, which violated Zhongjing Company's right of first refusal. When the people's court tried this case, it treated shareholders of different ownership equally and protected the preemptive right of non public owned enterprises in accordance with the law.

In a mixed ownership economy, equal protection should be given to both public and non-public economic entities. Due to the fact that in mixed ownership enterprises, the rights of different economic entities are reflected in the equity of mixed ownership enterprises, protecting the rights of non-public economic entities is reflected in safeguarding their shareholder rights. In a limited liability company, when shareholders transfer equity to others, the preemptive right of other shareholders is one of the important contents of equity and should be protected in accordance with the law. The people's court supports Zhongjing Company's claim to exercise the right of first refusal, reflecting equal protection for non-public shareholders in mixed ownership enterprises.

9、 Dispute over the Sales Contract between Shanghai Zhongbang Machinery Co., Ltd. and Shanghai Third Machine Tool Factory and Shanghai Third Machine Hydraulic Complete Set Co., Ltd

（1） Basic facts of the case

Shanghai Zhongbang Machinery Co., Ltd. (hereinafter referred to as Zhongbang Company), a private enterprise, sued that Shanghai Third Machine Tool Factory (hereinafter referred to as Third Machine Tool Factory), a state-owned enterprise, intends to transfer the production lines of ordinary grinding machines and lathe series machines to Zhongbang Company for the purpose of transferring the loss making lathe production line. Zhongbang Company agrees to accept the transfer of the two production lines mentioned above and accepts the separation of employees from Third Machine Tool Factory. Both parties signed a transfer agreement in December 2009, which stipulated that in the event of a change in raw material prices causing a decrease or increase in production costs, either party has the right to provide data and supporting materials, explaining the reasons for requesting the other party to adjust the purchase price. After the contract was signed, the raw materials significantly increased, but the Third Machine Tool Factory failed to adjust the price as agreed in the contract and did not pay the purchase price. Zhongbang Company has filed lawsuits in the cases of (2011) Songmin'er (Shang) Chuzi No. 2077 and (2013) Songmin'er (Shang) Chuzi No. 2435, demanding that the Third Machine Tool Factory pay the payment for goods and breach of contract damages.

The Third Machine Tool Factory filed a counterclaim, claiming that Zhongbang Company did not deliver the machine tools according to the agreed deadline, and also violated the contract by selling the machine tools that should have been sold to the Third Machine Tool Factory to outsiders for profit, and that some of the machine tools delivered to the Third Machine Tool Factory were not qualified. Therefore, we request the court to order: 1. Zhongbang Company shall pay a penalty of 2421000 yuan for failing to deliver 155 lathes as per the contract order; 2. Zhongbang Company shall pay a penalty of 3230000 yuan for unauthorized sales of lathes; 3. Return 55 unqualified lathes from Zhongbang Company, with a total refund amount of 3690275 yuan; 4. Zhongbang Company paid 70150 yuan for other losses caused by returning the lathe, and 80972.85 yuan for after-sales service fees of the lathe; 5. Zhongbang Company paid a rental fee of 2830,00 yuan for the venue and equipment, and 472768 yuan for the lathe mold.

（2） Judgment results

After accepting two cases, the People's Court of Songjiang District in Shanghai organized mediation between the two parties in accordance with Article 93 of the Civil Procedure Law of the People's Republic of China: "The People's Court shall, based on the principle of voluntary participation of the parties, distinguish right from wrong and conduct mediation on the basis of clear facts. For the payment part, both parties voluntarily reached a mediation agreement under the auspices of the court: firstly, to terminate the framework agreement and designated acquisition agreement signed between Zhongbang Company and Third Machine Tool Factory; 2、 Before December 30, 2012, Zhongbang Company returned 167 processing rental equipment and supporting special tools, drawings and technical documents to Third Machine Tool Factory (see the list of rental equipment for details); 3、 The Third Machine Tool Factory repaid Zhongbang Company with a payment of 2429661.97 yuan before December 30, 2012; 4、 The liability for breach of contract between the two parties shall be negotiated and resolved separately, or a separate lawsuit may be filed. Regarding the handling of the penalty for breach of contract, both parties later reconciled and withdrew the lawsuit, without holding each other accountable for breach of contract. According to Article 97 (1) of the Civil Procedure Law of the People's Republic of China, which stipulates that "if an agreement is reached through mediation, the people's court shall produce a mediation agreement", the court has produced a civil mediation agreement (2011) Songmin'er (Shang) Chu Zi No. 2077. For the portion of liquidated damages, both parties have reached a settlement and withdrawn the original and counterclaims in the (2013) Songmin'er (Shang) Chu Zi No. 2435 case, without holding each other accountable for breach of contract.

（3） Typical significance

This case is a typical case where the people's court uses mediation to handle disputes over enterprise restructuring. Enterprise restructuring is an economic phenomenon during a specific historical period in China, with strong policy implications and often involving employee resettlement issues. For disputes over enterprise restructuring, it is necessary to fully consider the strong policy nature of enterprise restructuring while adhering to the principle of legal trial. We should be adept at using mediation methods to effectively resolve disputes and ensure that the legitimate rights and interests of various ownership entities are not infringed upon. The sales contract in this case is actually one of the restructuring contents of the Third Machine Tool Factory: The Third Machine Tool Factory hopes to divest its business through the sales contract, contract the lower profit margin business to Zhongbang Company, and ask Zhongbang Company to help settle employees; Zhongbang Company hopes that the Third Machine Tool Factory will bring it orders and potential market opportunities. If there are no market fluctuations, there will indeed be a win-win outcome. However, in the actual production and operation process, the prices of raw materials have continued to rise, leading to a significant increase in production costs for Zhongbang Company, causing operational difficulties. Communication between Zhongbang Company and the Third Machine Tool Factory on how to adjust the purchase price after the price increase was unsuccessful, resulting in disputes. The court, on the voluntary basis of the parties involved, divided the case into separate cases and first resolved the dispute over the payment of goods between the two parties through mediation, allowing Zhongbang Company to receive the due payment in a timely manner and maintaining the normal production and operation of private enterprises. For the disputed breach of contract damages and counterclaims between the two parties, the court found through court review and on-site inspection that both parties had breached each other's contract, and declared their interests to both parties. Ultimately, after weighing the pros and cons, both parties reached an out of case settlement without holding each other accountable, and both parties withdrew their litigation requests. The dispute involved in this case has significant contradictions between both parties, as well as the issue of employee resettlement. Poor handling can easily lead to social conflicts. In the end, the case was resolved through mediation and withdrawal, and was successfully executed. The case was truly resolved, achieving good legal and social effects.

10、 Case of Lease Contract Dispute between Haiyong Agricultural Machinery Business Department in Haimen City and Shanghai Sales Branch of China National Petroleum Corporation

（1） Basic facts of the case

On August 19, 2010, the private enterprise Haiyong Agricultural Machinery Business Department of Haimen City (hereinafter referred to as Haiyong Agricultural Machinery Department) signed a "Gas Station Asset and Operating Rights Lease Contract" with China National Petroleum Corporation Shanghai Sales Branch (hereinafter referred to as China National Petroleum Corporation Shanghai Branch), in which China National Petroleum Corporation Shanghai Branch leases a certain gas station asset and overall operating rights from Haiyong Agricultural Machinery Department; The lease term is 15 years, calculated from the date of handover of the gas station. The rent for the first two years is 230000 yuan per year, and for the third year, it is 180000 yuan per year. After the contract was signed, both parties completed the handover procedures on September 1, 2010. The gas station was managed and operated by China Petroleum Shanghai Branch, but due to the inability to change the corresponding certificates, China Petroleum Shanghai Branch did not pay the rent on schedule. Haiyong Agricultural Machinery Department filed a lawsuit to the court, requesting an order for CNPC Shanghai Branch to pay rent and breach of contract damages. China Petroleum Shanghai Branch counterclaimed that due to the fact that the Haiyong Agricultural Machinery Department was not restructured into a corporate enterprise and did not agree to change its business license, it was unable to operate the gas station normally and legally, and the purpose of the contract could not be achieved. China Petroleum Shanghai Branch has the right to demand the termination of the contract, request a decree to terminate the "Gas Station Asset and Operating Rights Lease Contract", and demand that the Haiyong Agricultural Machinery Department compensate for the loss of 35403803 yuan.

（2） Judgment results

The People's Court of Pudong New Area in Shanghai held in the first instance that the "Gas Station Asset and Operating Rights Lease Contract" signed between Haiyong Agricultural Machinery Department and PetroChina Shanghai Branch was legal and valid. As a subsidiary of a well-known enterprise in the industry, PetroChina Shanghai Branch has the ability and conditions to make reasonable judgments on commercial risks, and should have a full understanding of the potential losses caused by business decision-making errors. At the time of signing the contract, both parties had communication and negotiation, and considered and agreed on possible situations where the certificate could not be changed during the performance of the contract, as well as solutions. After the contract was signed, both parties completed the handover procedures, and the Haiyong Agricultural Machinery Department also fulfilled the obligation of assistance. In the case where the certificate cannot be changed, both parties did not reach a supplementary agreement, and the risk of the contract purpose not being realized caused by this should not be attributed to the Haiyong Agricultural Machinery Department. According to Article 97 of the Contract Law of the People's Republic of China, which stipulates that "after the termination of the contract, if the performance has not yet been fulfilled, the performance shall be terminated; if the performance has already been fulfilled, the parties may demand restoration of the original state, take other remedial measures, and have the right to demand compensation for losses", the judgment is as follows: firstly, terminate the "Gas Station Asset and Operating Rights Lease Contract"; 2、 PetroChina Shanghai Branch shall pay the rent of Haiyong Agricultural Machinery Department within ten days from the effective date of the judgment; 3、 PetroChina Shanghai Branch shall pay a penalty for delayed payment to Haiyong Agricultural Machinery Department within ten days from the effective date of the judgment; 4、 PetroChina Shanghai Branch shall pay a breach of contract penalty of 560000 yuan to Haiyong Agricultural Machinery Department within ten days from the effective date of the judgment; 5、 Reject other counterclaim requests from PetroChina Shanghai Branch. After PetroChina Shanghai Branch appealed, the Shanghai First Intermediate People's Court ruled to dismiss the appeal and uphold the original judgment.

（3） Typical significance

This case is a typical case for the People's Court to try leasing contract disputes between large state-owned enterprises and non-public enterprises in accordance with the law. The focus of the dispute in this case is how to determine the respective responsibilities of Haiyong Agricultural Machinery Department and PetroChina Shanghai Branch when the corresponding certificates of the gas station cannot be changed. As a large state-owned enterprise, PetroChina Shanghai Branch has the ability and conditions to make reasonable judgments and recognition of commercial risks that may not be able to change the gas station license. Therefore, when the contract only imposes an obligation on Haiyong Agricultural Machinery Department to assist in handling and provide necessary materials, PetroChina Shanghai Branch cannot attribute the inability to achieve the contract purpose due to the failure to change the certificate to Haiyong Agricultural Machinery Department, but should bear the consequences of this commercial risk on its own. The parties involved in this case not only have different ownership properties, but also have significant differences in market position and economic strength. The people's court strictly adheres to the principle of equal protection, comprehensively considers the contracting ability and industry experience of both parties to the contract, accurately distinguishes commercial risks and subjective faults in accordance with the law, determines the reasons and consequences for the inability to achieve the purpose of the contract, and fairly protects the legitimate rights and interests of subjects of different scales, regions, and ownership in accordance with the law.