[Case Summary]This case involves a dispute over a contract for reservation (customized decoration of a commercial store). In June 2024, Beijing A Commercial Management Co., Ltd. signed a "House Lease Confirmation Letter" with Zhang *hai, agreeing to lease a house in a certain center in Dongcheng District, with a monthly rent of 83,333 yuan and a lease term of three years. A Company was responsible for customized decoration as agreed. After the decoration was completed and passed inspection, Zhang *hai delayed signing the contract and ultimately refused to lease the house. A Company then entrusted Beijing Henglu Law Firm to handle the case.Zhu GuiyingThe lawyer sued for compensation for losses such as renovation costs amounting to over 700,000 yuan. The court ruled that the preliminary contract was valid and that the defendant had breached the contract maliciously, awarding compensation of 365,000 yuan for the renovation costs. The core disputes were whether the preliminary contract was valid, the determination of the breaching party, and the scope of compensation. The applicable legal provisions were the provisions on preliminary contracts in the Civil Code and related judicial interpretations.

I. Review of the Case

StoresAfter the customized renovation was completed, the tenant abscondedTenants often search for questions such as "Can the landlord claim the decoration fee if the tenant signs the confirmation letter but decides not to rent the property?", "Is the reservation contract legally binding?", and "Does the lease intention letter count as a contract?" On June 3, 2024, Company A signed a "House Lease Confirmation Letter" with Zhang *hai, stipulating that Zhang *hai would lease the unit 10 on the 14th floor of a center in Dongcheng District, with a monthly rent of 83,333 yuan and a three-year lease term. Company A customized the decoration partitions, walls, carpets, LOGO walls, and furniture according to the defendant's requirements, and promised to start the lease term after the formaldehyde test passed. It also explicitly stated that "if the tenant decides not to rent the property due to his/her own reasons, he/she shall compensate the landlord for the decoration costs".

Company A actively carried out the construction work. In July 2024, the renovation was completed, the inspection passed, and the report was sent. However, Zhang Haixiang delayed signing the formal contract for various reasons, explicitly stating that he would no longer rent the house, and the house remained vacant for a long time. After repeated unsuccessful communication, Company A entrusted a third-party agency to handle the matter.Zhu GuiyingThe lawyer filed a lawsuit and requested the court to order Zhang Haixin to compensate for all the losses, including the decoration costs, totaling 700,760 yuan.

II. The focus of the case

  • Focus 1: Does the "House Lease Confirmation" constitute a legally valid preliminary contract?Can the preliminary agreement be deemed valid if only the defendant signed it and no unit price per square meter was agreed upon?
  • Focus 2: Who is the breaching party that failed to sign the main contract?Is it because the plaintiff is unable to provide proof of ownership, or is it because the defendant is in breach of contract on purpose?
  • Focus Three: Whether the defendant should compensate and the scope of compensation.How should the renovation cost of 365,000 yuan and other expenses such as fire safety and furniture be determined?

III. The professional intervention of Hengluo Law Firm

The plaintiff (Company A) alleges that:The two parties signed the confirmation letter. Company A carried out the renovation according to the agreement and passed the inspection. Zhang Haixin, however, maliciously refused to lease the property, which constituted a breach of contract. The plaintiff requested compensation for losses such as the renovation costs, amounting to over 700,000 yuan.

The defendant (Zhang *hai) argued that:The confirmation letter only includes the defendant's signature without the plaintiff's stamp, and no unit price per area was agreed upon. It is merely a non-binding lease intention; the main renovations were completed before the signing of the confirmation letter and were the plaintiff's unilateral actions; there is no contractual basis for expenses such as fire-fighting furniture; and the failure to sign a formal contract is due to the plaintiff's inability to provide proof of ownership.

Legal opinion of Hengluo Law Firm:Zhu GuiyingThe lawyer comprehensively reviewed the evidence chain and pointed out that although the confirmation letter was not stamped with the plaintiff's official seal, the plaintiff actually fulfilled its obligation to decorate the house, and the defendant participated in the communication of the plan in the WeChat group multiple times without raising any objections. This is sufficient to determine that the parties have reached an agreement on the lease subject, object, rent, and lease term, which meets the criteria for a preliminary contract. The defendant repeatedly delayed the signing of the contract with excuses such as "fund escrow" and "property ownership certificate", but provided no valid evidence. Despite explicitly stating in WeChat that "there has been no change in their attitude towards the house", the defendant still refused to sign the contract, which constitutes a malicious breach of contract. According to the provisions of the confirmation letter, the defendant should compensate the plaintiff for the decoration costs of 365,000 yuan, and these costs are directly attributable to the breach of contract.

IV. Outcome of the case

The court held that the defendant issued a confirmation letter stating the subject of the future contract, the location of the house, the starting date of the lease, the lease term, and the rent standard. The plaintiff carried out the renovation according to the agreement, and the defendant participated in the review and inspection on site. It was determined that a preliminary contractual relationship was established. The plaintiff had passed the inspection, issued an authorization letter, and negotiated with the defendant, but the defendant failed to fulfill the preliminary contractual obligation by breaching the good faith principle and not entering into the main contract. According to the provisions of the confirmation letter, the court awarded the plaintiff 365,000 yuan in compensation for the renovation costs. Other expenses were not supported due to lack of agreement or insufficient evidence. Judgment:The defendant, Zhang *hai, shall compensate the plaintiff for the loss of renovation fees of 365,000 yuan within seven days after the judgment takes effect; the other litigation requests shall be rejected; and the case acceptance fee of 10,807.6 yuan shall be shared by the plaintiff and the defendantThe lawyer accurately grasped the rules of the appointment contract and helped the client recover the losses from the renovation project.

5. Henglu Law Firm's Reminder

This case is handled by Beijing Henglu Law Firm.Zhu GuiyingThe attorney (practice license number: 11101202011246828, subject to the document issued by the judicial administrative organ) acts as the agent. The appointment contract is a type of contract recognized by law. When signing the contract, the rights and obligations of both parties should be clearly defined. After signing the contract, the parties should perform their obligations in good faith and avoid "changing their minds" to avoid unnecessary disputes.

VI. Common Questions and Answers about Disputes over Pre-booked Lease Contracts for Shops

  1. Q:If the tenant signs the confirmation form but decides not to rent the property anymore, can they claim the decoration fee back?
    A:If the confirmation letter stipulates that the lessee shall compensate for the decoration costs if they do not lease the property, they can claim compensation. The court will determine the amount based on the actual expenses and the causal relationship between them.
  2. Q:Is a lease intention letter considered a contract?
    A:If an agreement is reached on the core elements such as the subject, the object, the rent, and the lease term, it can be regarded as a preliminary contract, which is legally binding.
  3. Q:What is the difference between a reservation contract and a main contract?
    A:The reservation agreement stipulates that the main agreement will be concluded in the future, and the main agreement establishes the actual lease relationship; if the reservation agreement is violated, the party concerned shall bear the liability for breach of the reservation agreement.
  4. Q:Can other expenses besides the renovation costs be compensated?
    A:Unless the compensation content is specified in the confirmation letter or there is insufficient evidence, claims for fire damage, furniture damage, etc. are usually not supported.
  5. Q:The other party said that the contract is not valid without a stamp. What should I do in this situation?
    A:If one party actually performs the contract and the other party participates in it without objection, it can be determined that the contract is established, and the signing of the contract is not the only condition for its effectiveness.