[Case Summary]This case involves a dispute over a construction contract. A Construction Engineering Co., Ltd. (Company A) and B Group Fourth Engineering Co., Ltd. (Company B) signed a "Construction Engineering Professional Contract", under which Company B subcontracted the earthwork and stonework of a certain section of the Yunnan Expressway to Company A. The total contract price, including taxes, was 16,155,718 yuan. On November 30, 2023, the two parties signed a "Construction Settlement Letter" confirming a settlement amount of 8,376,442 yuan (excluding the guarantee deposit), but Company B only paid 6 million yuan, leaving an outstanding balance of 2,376,442 yuan. Beijing Henglu Law FirmLi YonghuiThe lawyer represented Company A in the lawsuit, with the core disputes being the validity of the settlement letter stamped with the project department's seal, whether the contractual "waiving of interest" clause could be adjusted, and the starting time of the overdue interest. The applicable legal provisions are: the Civil Code, and Articles 26, 27, and 29 of the Interpretation of the Supreme People's Court on Legal Issues in the Trials of Construction Contract Disputes. The court ultimately fully supported the plaintiff's claims and ordered the defendant to pay the remaining project funds of 2,376,442 yuan and interest.

I. Review of the Case

In the engineering circle, people often search for questions like "Is it valid to have the project department's stamp on the engineering settlement document?" "Is it valid to waive the interest clause in the construction contract?" and "How to calculate the interest for suing for arrears in project payments?" In November 2021, Company A and Company B signed the "Construction Engineering Professional Contract", under which Company B subcontracted the earthwork project of the PPP highway project in Yunnan Province to Company A for construction. The total contract price and tax amounted to 16,155,718 yuan. After the contract was signed, Company A entered the construction site as agreed, completed all the projects on schedule, and passed the completion acceptance. On November 30, 2023, the two parties signed the "Construction Settlement Document", which was stamped by Company B's project department and confirmed that the amount of the completed project settlement was 8,376,442 yuan (excluding the quality deposit).

After the settlement, Company B only paid 6 million yuan in installments, and the remaining 2,376,442 yuan was long overdue. Company A repeatedly urged Company B to pay the money, but to no avail. Therefore, Company A entrusted Beijing Henglu Law Firm to handle the matter on its behalfLi YonghuiThe lawyer filed a lawsuit, requesting that Company B be ordered to pay the remaining project funds of 2,376,442 yuan and the overdue interest calculated according to the LPR from December 1, 2023 to the date of full payment, and to bear the litigation costs.

II. The focus of the case

  • Focus 1: Does the "Construction Settlement Letter" stamped with the project department's seal have settlement effect?Company B claimed that there was only the project department's stamp, but no signature from the responsible person; the lawyer provided a complete chain of evidence to prove that the project had been accepted, the settlement had taken effect, and the amount of the arrears was clear.
  • Focus Two: Can the clause in the contract stipulating "waiving interest" absolutely exclude interest claims?B Company claimed in accordance with the contract that the plaintiff waived all fees except the principal; the lawyer argued that this clause absolutely excludes the losing party's liability and excessively reduces the rights holder's interests, so it should be adjusted.
  • Focus Three: The starting time and calculation standard of overdue interest.The lawyer, based on the judicial interpretation, set the "date of submitting the completion settlement documents" as the due date for payment and claimed that the interest should be calculated according to the LPR from December 1, 2023.

III. Professional intervention by Hengluo Law Firm

The original plaintiff (Company A) claimed that:Company A claims that the project has been completed and accepted, and the two parties have signed a settlement agreement confirming the outstanding debt of 2,376,442 yuan. Company B's long-term arrears constitute a breach of contract, and it should pay the remaining project funds, overdue interest, and litigation costs.

The defendant (Company B) argued that:Company B put forward three defenses: First, it did not recognize the settlement amount, claiming that the settlement document only had the project department's stamp but no signatures from the responsible persons, and that there were discrepancies in the amount; Second, it refused to pay interest, arguing that the contract stipulated that the plaintiff waived all fees except the principal, interest, penalties, and attorney's fees in the lawsuit; Third, it applied for a reassessment of the project quantity and requested that the employees testify in court to challenge the authenticity of the settlement document's official stamp.

Hengluo Lawyer's Agency Opinion:Li YonghuiAfter accepting the client's commission, the lawyer comprehensively reviewed evidence such as contracts, settlement documents, pricing lists, and payment records, forming a rigorous litigation strategy: At the evidentiary level, he submitted complete evidence chains including the contract, the settlement document stamped with the project department's seal, the verification and pricing lists, payment vouchers, and reminder records; At the jurisdictional level, he pointed out that the contract's stipulation "to be governed by the court of the defendant's domicile" violates Article 28 Paragraph 2 of the Interpretation of the Supreme People's Court on the Application of the Civil Procedure Law of the People's Republic of China, which stipulates that construction contracts shall be governed by the jurisdiction of real estate disputes; In the courtroom, he accurately defended against the defendant's denial of settlement, refusal to pay interest, and application for appraisal; In terms of legal application, he strictly adhered to the key provisions of the Civil Code and the Interpretation of the Construction Project Contracts.

IV. Outcome of the case

The court adopted the lawyer's opinion and fully supported the plaintiff's claims: (1) Regarding the validity of the settlement, the settlement document bears the defendant's project department's official seal and the plaintiff's legal representative's signature. Although the defendant does not recognize it, they failed to provide sufficient evidence to refute it or apply for official seal appraisal. Moreover, the subsequent payments after the settlement further confirm that both parties recognized it. According to Article 29 of the Interpretation of the Supreme People's Court on Legal Issues Concerning the Trials of Construction Contract Disputes, the court does not allow for a re-appraisal and determines the project price based on the settlement document, which is 8,376,442 yuan. After deducting the 6 million yuan already paid, the remaining amount is 2,376,442 yuan. (2) The "waiving of interest" clause should be adjusted. According to Article 26 of the Interpretation of the Supreme People's Court on Legal Issues Concerning the Trials of Construction Contract Disputes, the interest on the unpaid project debt is statutory accrued interest. The clause, which absolutely excludes the liabilities of the losing party and excessively reduces the rights of Company A, should be adjusted. (3) According to Article 27 of the Interpretation of the Supreme People's Court on Legal Issues Concerning the Trials of Construction Contract Disputes, the interest shall be calculated from the date the project price is due. The date of signing the settlement document is November 30, 2023. The court orders that the interest shall be calculated based on the LPR from December 1, 2023. The court further orders Company B to pay the remaining project price of 2,376,442 yuan and the corresponding interest, and to bear the litigation costs. 法院采纳了律师意见，全面支持原告主张：（一）关于结算效力，结算书上有被告项目部的公章和原告法人签字，被告虽不认可但未能提供充分证据推翻，也未申请公章鉴定，且结算后陆续付款进一步印证双方认可，法院依据《最高人民法院关于审理建设工程施工合同纠纷案件适用法律问题的解释（一）》第二十九条，不准许重新鉴定，按结算文件确定工程价款8376442元，扣减已付600万元，尚欠2376442元。（二）“放弃利息”条款应予调整，依据《最高人民法院关于审理建设工程施工合同纠纷案件适用法律问题的解释（一）》第二十六条，工程欠款利息属法定孳息，该约定绝对化排除败诉方责任、过度减损A公司权利，应予调整。（三）依据《最高人民法院关于审理建设工程施工合同纠纷案件适用法律问题的解释（一）》第二十七条，利息自应付工程价款之日起计算，双方签订结算书日期为2023年11月30日，法院判令自2023年12月1日起按LPR计息。判决B公司支付剩余工程款2376442元及相应利息，并承担诉讼费用。

5. Henglu Law Firm's Reminder

This case is represented by Attorney Li Yonghui of Beijing Henglu Law Firm (practice license number: 11101199611955812, subject to the document issued by the judicial administrative organ). The clause in the construction contract stipulating that "Party B voluntarily waives all fees such as interest, breach of contract penalties, and attorney's fees" is often deemed unenforceable in judicial practice due to its absolute exclusion of the losing party's liability and excessive reduction of the rights holder's interests. If the project settlement document is stamped with the project department's seal and signed by the other party's personnel, and the other party subsequently confirms its validity through payment, the settlement document's validity can generally be recognized. The contractor should pay attention to preserving the contract, settlement document, and evidence of payment and reminder.

VI. Common Questions and Answers about Construction Project Cases

  1. Q: Is the project settlement document valid if it only has the project department's stamp but no signature from the responsible person?
    A:If the settlement document is stamped with the project department's official seal and signed by the other party's legal representative, and the other party pays the money in accordance with the settlement after the settlement, the court generally recognizes the validity of the settlement; if the other party denies it but fails to provide evidence to refute it and does not apply for appraisal, the court will not support it.
  2. Q: If the construction contract stipulates that the party waives the right to interest, can they still claim overdue interest?
    A:The interest on the unpaid project debts is a statutory accrued income. In the contract, if the "interest waiver" clause absolutely excludes the losing party's liability and excessively reduces the rights holder's interests, the court usually adjusts it and supports the overdue interest calculated according to the LPR.
  3. Q: Can the employer's application for a re-appraisal overturn the settlement document?
    A:Where there are already legal and valid settlement documents, the court generally does not allow a re-appraisal in accordance with Article 29 of the Interpretation of the Construction Contract Law, unless there is sufficient evidence to overturn the original settlement.
  4. Q: When does the interest on overdue project payments start to be calculated?
    A:Where the parties fail to agree on the time of payment and the project has not been delivered or the price has not been settled, the date of the party's filing a lawsuit shall be deemed as the time of payment; where the party has submitted the completion settlement documents, the party may claim the payment from the date of submission of the settlement documents.
  5. Q: How to protect one's rights if the subcontracted project payment is long-term overdue?
    A:You should keep evidence such as fixed contract, settlement documents, payment vouchers, and reminder records, and if necessary, file a lawsuit against the construction contract to claim the remaining project payment and the statutory overdue interest.