[Case Summary]This case involves a dispute over a housing sales contract. In 2016, Zheng * signed a "Cooperative Housing Construction Contract" with A Real Estate Development Company to purchase a commercial and residential building in Dongcheng District, Beijing, with a total price of 6,038,100 yuan. It was agreed that the house would be delivered before July 30, 2017, and Zheng * would pay a down payment of 1 million yuan to B Asset Company. However, by the end of 2022, the house had still not been delivered, and the plot was not a commercial land, so it was impossible to obtain a certificate. B Company and Wang * once issued a "Promise Letter" promising to refund the purchase price and pay interest at an annual rate of 24%, but later they lost contact. Zheng * entrusted Beijing Henglu Law Firm to handle the case.Wang FangliThe lawyer filed a lawsuit, requesting the rescission of the contract and the return of 1 million yuan and interest. The core dispute is whether the buyer can request the return of the paid purchase price and the promised interest when the contract is fundamentally impossible to perform. Applicable legal provisions: Articles 509 and 563 of the Civil Code of the People's Republic of China. The court ruled that B Company and Wang * should return the purchase price of 1 million yuan and interest (calculated at an annual rate of 24%) within seven days.

I. Review of the case

After paying for the house but failing to receive it on time, the parties often search for terms like "Can I get a refund for the cooperative housing contract?", "How to sue for unpaid purchase money?", and "Can I recover the purchase money if the developer goes missing?". On December 18, 2016, Zheng * signed a "Cooperative Housing Contract" with A Real Estate Development Co., Ltd. to purchase a residential and commercial building in the D Phase of the XX Project in Dongcheng District, Beijing, with a total contract price of 6,038,100 yuan and a delivery date before July 30, 2017. After signing the contract, Zheng * paid 1 million yuan to B Asset Investment Management Co., Ltd. However, by the end of 2022, the house in question had still not been delivered, and Zheng * learned that the plot in question was not a commercial plot and could not be used for living purposes, let alone obtain a property ownership certificate. On February 18, 2021, Zheng * entrusted his mother, Hu *, to negotiate with B Company. B Company and Wang * issued a "Promise Letter", stating that the buyer could freely choose to accept or withdraw from the contract. If the buyer withdrew from the contract, all paid amounts would be refunded with an annual interest rate of 24%. The document was stamped by B Company and signed by Wang *. However, B Company and Wang * have now gone missing, and Zheng * has entrusted a lawyer to handle the case on his behalf.Wang FangliThe lawyer filed a lawsuit, requesting the termination of the "Cooperation Housing Construction Agreement", the return of the purchase price of 1 million yuan and interest by Wang * and B Company, and the assumption of the litigation costs. The lawyer found that on December 27, 2022, Zheng * mailed the "Notice of Termination of the Contract"; Wang * is an investor and shareholder of A Company.

II. The focus of the case

  • Focus 1: Is the contract fundamentally impossible to perform?The land is non-commercial, and the house cannot be put on the market for circulation. Can the buyer achieve the purpose of signing the contract?
  • Focus II: Should Wang * and B Company return the housing payment and the promised interest?Can the agreement in the "Promise Letter" regarding the return obligation and an annual interest rate of 24% be used as a basis for adjudication?
  • Focus 3: Wang's personal responsibility.As a shareholder of Company A and having signed the commitment letter, should Wang * share responsibility with Company B?

III. Professional intervention by Hengluo Lawyers

The original complaint stated that:Zheng * claimed that he had paid 1 million yuan for the house, but the house had not been delivered for many years and could not be registered. Company B and Wang * issued a promise letter promising to refund the purchase price and interest, but they are now uncontactable. He requested to rescind the contract and return the purchase price of 1 million yuan and the interest.

The defendant argued that:The defendant failed to fully respond to the lawsuit upon being summoned (the materials did not show any substantive defense opinions), and the court reviewed the case according to law.

Legal opinion of Hengluo Law Firm:Wang FangliThe lawyer pointed out that according to Articles 509 and 563 of the Civil Code, the parties should fully perform their obligations. The two parties agreed to cooperate in building a house and deliver the house and assist in handling the certificates before July 30, 2017. Zheng * has already paid 1 million yuan, but now the delivery deadline has passed and the plot of land is not a commercial one, so the house cannot be circulated, and the contract cannot be performed at all. On February 18, 2021, Company B and Wang * promised Zheng * that if they withdrew from the house, they would return the house price and charge an annual interest rate of 24%. Therefore, Zheng *'s request for Company B and Wang * to return 1 million yuan is legally justified.

IV. Outcome of the case

The court adopted the opinions and demands of Hengluo Law Firm and ultimately ruled that Company B and Wang * should refund Zheng * the purchase price of 1 million yuan and the interest thereon (calculated at an annual interest rate of 24% based on the principal of 1 million yuan) within seven days. The court determined that the contract stipulated that Company A should deliver the house and assist in handling the certificate before July 30, 2017. Zheng * had already paid 1 million yuan, but the deadline had passed and the plot was not a commercial one, so the house could not be put on the market for circulation, and the contract could not be performed at all. Company B and Wang * had previously promised to refund the house and pay interest at an annual rate of 24%. Therefore, the request for a refund should be supported.

5. Henglu Law Firm's Advice

This case is represented by Attorney Wang Fangli of Beijing Henglu Law Firm (practice license number: 11101201911086939, subject to the certificate issued by the judicial administrative organ). When purchasing a house, it is essential to verify the nature of the land and the pre-sale license, and be vigilant against unconventional transaction models such as "cooperative housing construction". In this case, the buyer retained the "Promise Letter" as a key piece of evidence, which became an important basis for recovering the purchase price and interest. A reminder to buyers: Before signing the contract, check the "Five Certificates", keep the payment and communication receipts; if the developer goes missing or breaches the contract fundamentally, they should promptly entrust a professional lawyer to send a letter to terminate the contract and sue for protection to avoid exceeding the statute of limitations.

VI. Common Questions and Answers about House Purchase and Sale Cases

  1. Q: If I've paid for the cooperative housing construction contract but haven't received the house, can I get a refund?
    A:Yes. If the nature of the land plot results in the house being unable to be delivered and the purpose of the contract is frustrated, the buyer may claim the fundamental breach of contract, terminate the contract, and demand the return of the paid purchase price.
  2. Q: How can I recover the purchase payment if the developer goes missing?
    A:Collect contracts, payment receipts, commitment letters, and communication records. File a lawsuit and apply for property preservation as soon as possible, and list the signing shareholders or related entities as defendants in the lawsuit.
  3. Q: Does the court support the interest rate of 24% per year stipulated in the promissory note?
    A:The promise is a true expression of the intention of both parties and does not violate mandatory provisions. The court can support it according to the agreement; if it is too high, it may be adjusted according to law.
  4. Q: What should I do if I find that the plot I'm buying isn't designated for commercial use?
    A:These types of houses are often unable to obtain certificates for circulation, which constitutes a fundamental breach of contract. Buyers can rescind the contract and demand compensation, and it is not advisable to continue waiting.
  5. Q: Are shareholders liable if they sign the purchase commitment agreement?
    A:If a shareholder signs the refund commitment in his/her own name, he/she may be identified as a joint repayment obligor and shall repay the money jointly with the company.