[Case Summary]This case involves a dispute over a construction project design contract. A Design Institute Company borrowed D Company's qualifications through an oral agreement and completed the construction detailed planning design for the C Tourism Development Project. The design fee was agreed to be 1.93 million yuan, and the results were approved by the Natural Resources Bureau. However, Companies B, C, and D have been making excuses and refusing to pay for a long time. A Company entrusted Beijing Henglu Law Firm to handle the case.Wu JianiThe lawyer filed a lawsuit. The lawyer submitted 14 pieces of evidence, claiming that although there was no written contract, the parties had actually performed the contract and the contract was valid. Even after the contract was deemed invalid, the parties should still pay according to the agreed terms. The court accepted the lawyer's arguments and ruled that Company B should pay the design fee of 1.93 million yuan within one month, and the litigation costs should be borne by Company B. The core disputes were the determination of the de facto contractual relationship and the compensation for the loss after the contract was deemed invalid. The applicable legal provisions were Article 490 and Article 157 of the Civil Code, Article 13 of the Construction Law, and Article 18 of the Regulations on Quality Management of Construction Projects.

I. Review of the case

The project parties often ask, "What should we do if the client refuses to pay after the work is completed without signing a contract?" and "Is the design done under the guise of a borrowed qualification valid?". In the case involving C Tourism Development Co., Ltd. and B Development Co., Ltd., B Company won the bid for the construction project in 2020. XX Second Construction Company and D Design Research Institute were awarded the bid for the design part, with D Company being the winning bidder. After the bid, B Company and D Company reached an oral agreement with A Design Institute Company that A Company would use D Company's name to complete the design, with the design fee amounting to 1.93 million yuan. A Company used D Company's name to complete the construction detailed planning design.

On October 28, 2020, the Natural Resources Bureau approved the planning project; on October 8, 2022, Su Weicheng, the head of Company B, sent the "Planning Confirmation Letter" via WeChat to confirm the results; and on October 9, 2021, he sent the "Explanation" and the "Internal List". Company A has delivered the design results, but its multiple requests for payment since 2020 have been repeatedly put off. To protect its rights and interests, Company A has entrusted Henglue Law Firm to handle the case.Wu JianiThe lawyer filed a lawsuit with the court, requesting that Companies B, C, and D jointly pay a design service fee of 1.93 million yuan.

II. The focus of the case

  • Focus 1: The issue of the validity of the design contract.Whether the failure to sign a written contract and the borrowing of qualifications render the contract invalid, and whether the contract has been established or not.
  • Focus 2: Whether the plaintiff has completed the design work and the amount of work completed.Company B argues that it has not completed all the content. How should the burden of proof be allocated in this case?
  • Focus 3: Who will pay the design fee, and how much is it?Can the WeChat confirmation letter be used as evidence of the debt and to determine the party responsible for the payment?

III. Professional intervention by Hengluo Lawyers

The plaintiff (Company A) claims that:The design has been completed and the deliverables have been submitted, and they have passed the review. The three defendants should jointly pay the design fee of 1.93 million yuan.

The defendants (Companies B, C, and D) argued that:Company B denied having reached an agreement with Company A, claiming that Company A was not the contractual party; Company C argued that the case should be dismissed because no contract had been signed; and Company D stated that it had no contractual relationship with any of the parties and had not received any payment, so the case should also be dismissed.

Hengluo Lawyer's Agency Opinion:Wu JianiThe lawyer pointed out that according to the Civil Code, although no written contract was signed, Company A had performed its main obligations and Company B had accepted the design results, establishing a contractual relationship; the contract was invalid due to violating mandatory provisions, but Company B should still pay according to the agreed standards. The lawyer submitted 14 pieces of evidence, including the "Subcontracting Agreement for Construction Project Design", the "Review Opinion on the Design Plan", and the "Results of the Detailed Planning for Construction", to prove the existence of a de facto design contract relationship, the plaintiff's actual performance of its obligations, and Company B's outstanding payment of 1.93 million yuan.

IV. Outcome of the case

The court accepted the lawyer's evidence and opinion and held that: According to Article 490 of the Civil Code, although A Company and B Company did not sign a contract, they completed the planning and B Company accepted the results, so the contract was established; since A Company borrowed D Company's qualifications without qualifications, according to Article 13 of the Construction Law and Article 18 of the Regulations on Quality Management of Construction Projects, the contract was invalid. According to Article 157 of the Civil Code, after the contract was invalidated, B Company should compensate A Company in the form of a discounted price for the benefits it obtained, and the design results passed the review and had specificity, so A Company should be paid the corresponding fee. Regarding the completion quantity, B Company admitted that it had completed the work and did not apply for appraisal, so the court recognized it. Regarding the payment, the "Confirmation Letter of the Results" sent by Su Weicheng via WeChat on October 8, 2021 stated an amount of 1.93 million yuan. Although there was no official seal, the amount could be confirmed, and B Company should pay it. The final judgment was: B Company should pay A Company 1.93 million yuan in design fees within one month, and the litigation fees should be borne by B Company.

5. Hengluo Law Firm's Reminder

The absence of a written contract does not mean the absence of rights. This case is handled by Beijing Henglu Law Firm.Wu JianiThe attorney (practice license number: 11101202011245064, subject to the document issued by the judicial administrative authority) acts as the agent. Attorney's reminder: At the beginning of the cooperation, a written contract should be signed to clarify the rights and obligations; for key stages such as design and construction, evidence such as payment requests, WeChat confirmations, and review opinions should be preserved; construction enterprises should pay attention to qualification management to avoid contracts being rendered invalid due to subcontracting. However, even if the contract is invalid, the party concerned can still claim compensation according to the agreed terms.

VI. Common Questions and Answers about Enterprise Contract Cases

  1. Q:If we haven't signed a written contract and the other party refuses to pay after the work is completed, what should we do?
    A:If one party performs the main obligation and the other party accepts it, a de facto contractual relationship is established. Evidence such as the delivery of the results, the approval of the review, and the confirmation via WeChat can be collected. The party can then request payment of the remuneration in accordance with the agreement.
  2. Q:If the design contract is made using borrowed qualifications, is it invalid? Can I still get paid for it?
    A:Yes. After the contract becomes invalid, according to Article 157 of the Civil Code, the party that obtains the intellectual achievement shall compensate the other party in the form of a discount; if the design achievement passes the review and is not subject to return, the party may claim to pay the design fee in accordance with the agreement.
  3. Q:The confirmation letter sent via WeChat doesn't have a stamp on it. Is it still valid?
    A:Based on the actual situation and the performance of the facts, even if the WeChat letter stating the amount and the confirmation of the results has not been stamped, it can be used as the basis for determining the amount of the debt. The court will make a comprehensive judgment.
  4. Q:Who should I charge for the design fee?
    A:Generally, the claim should be made against the party who actually accepts the results and issues a confirmation. In this case, Company B accepted the design and issued a confirmation letter, and was ordered to bear the payment responsibility, which specifically depends on the performance of the contract and the evidence.
  5. Q:How to prevent design fee arrears?
    A:Sign a written design contract, clarify the amount and payment milestones, and retain payment requests, receipts of deliverables, and review comments during the process. If there are any payment arrears, promptly hire a lawyer to initiate legal proceedings and secure evidence.