[Case Summary]This case involves a dispute over a subcontracting contract for construction engineering services. The plaintiff, A Construction Company, completed the subcontracting of mechanical and electrical works and the repair of quality defects in a certain community. The two parties signed a settlement note in April 2025, confirming that the defendant, B Energy-saving Company, should pay more than 4.4 million yuan and still owes 634,961.52 yuan. The defendant refused to pay on the grounds that the project had not been inspected and the settlement note was invalid without a stamp. Beijing Henglu Law FirmLi YonghuiRepresenting the plaintiff, the attorney claimed that the contract had been fully performed, the settlement document was legal and valid, and the payment conditions had been satisfied. The core disputes were whether the payment conditions had been satisfied and the validity of the settlement document. In the end, the court ruled that the defendant should pay the remaining project funds of 634961.52 yuan and interest. Legal provisions applied: Articles 469, 509, and 788 of the Civil Code.

I. Review of the case

"What should I do if the employer refuses to accept and pay for the subcontracted project after it's completed?" and "Is the settlement sheet signed by the project manager valid without a stamp?" are typical risks in labor subcontracting. On June 18, 2014, the plaintiff, A Construction Co., Ltd., and the defendant, B Energy-saving Engineering Co., Ltd., signed a "Construction Labor Subcontracting Contract". The defendant subcontracted the mechanical and electrical parts of a certain community's Phase I residential project to the plaintiff, with a provisional contract price of over 4.98 million yuan and a construction period from June to December 2014. Article 22 of the contract stipulated that after the completion of the entire project and its acceptance by the employer, a 5% quality deposit would be withheld, and the warranty period would be two years. On December 1, 2015, the parties signed a supplementary agreement on the repair of quality defects, and the plaintiff completed the repair. The total contract price was over 5.5 million yuan, with a 5% quality deposit also being withheld and a two-year warranty period. The plaintiff completed the construction and repair on time. On April 9, 2025, the defendant's deputy general manager, Zhang * and the budget department's Wu * signed two "Subcontracted Project Completion Settlement Sheets" with the plaintiff's authorized representative, confirming that the defendant owed a total of 4,401,380.33 yuan, with 3,766,418.81 yuan having been paid and a remaining balance of 634,961.52 yuan. Despite repeated demands for payment, the plaintiff eventually entrusted Beijing Henglu Law Firm to handle the case.Li YonghuiA lawsuit was filed in court demanding the payment of the remaining project funds and interest.

II. The focus of the case

  • Focus 1: Whether the payment conditions have been met.The defendant claimed that the overall project was not completed and inspected, and according to Article 19.1 of the contract, the completion and acceptance payment and the quality guarantee deposit should be paid after "all the projects pass the inspection and obtain legal formalities from the party A", so the condition was not satisfied.
  • Focus II: The effectiveness of the "Final Settlement Note for the Subcontracted Project".The defendant claimed that although the settlement statement was signed by the deputy general in charge and the budget department manager, it was not stamped with the company's official seal, so it could not represent the company's intention and could not be used as the basis for settlement.
  • Focus 3: Interest on overdue payments.The defendant should bear the interest loss if he/she breaches the contract.

III. The professional intervention of Hengluo Law Firm

The party (the plaintiff) claims that:Company A has fully performed the contract, and all the project content has been actually completed. The defendant should pay the overdue project funds and interest according to the settlement amount; the settlement document is legal and valid, and the defendant should compensate for the interest loss due to its breach of contract.

The defendant (Company B) argued that:The project involved in the case has not been actually completed and accepted, and the payment conditions have not been met; the settlement list in April 2025 was not stamped with the company's official seal and was not approved in accordance with the company's rules and regulations. Therefore, it cannot represent the company's true intention and cannot be used as a basis for settlement.

Legal Opinion of Hengluo Law Firm:Li YonghuiThe lawyer immediately reviewed the terms of the contract and supplementary agreements, checked the evidence of construction, repair, and settlement, and used the settlement invoice as the core argument to prove that the payment conditions have been fulfilled and the settlement invoice is legal and valid. Firstly, the plaintiff has fully completed the subcontracting of mechanical and electrical services and the repair of quality defects, and has fulfilled its obligations. The defendant should pay according to the contract. Secondly, the settlement invoice was signed by the defendant's deputy general manager Zhang * and the budget department's Wu * * together with the plaintiff's authorized agent. These individuals are the defendant's core personnel responsible for project management and budget settlement, and their signatures represent their true intentions as part of their official duties. Thirdly, the defendant's default constitutes a fundamental breach of contract, and it should pay the arrears and compensate for the loss of interest.

IV. Outcome of the case

The court held that the subcontracting contract and the repair supplementary agreement signed by the plaintiff and the defendant were true expressions of intent and did not violate mandatory provisions, being legal and valid. All parties should perform their obligations according to the agreement. The plaintiff has completed the subcontracting project as agreed, and the defendant should pay the project funds according to the settlement amount. The defendant's failure to make full payment constitutes a breach of contract. Therefore, the defendant, B Energy Conservation Engineering Co., Ltd., should pay the remaining project funds of 634,961.52 yuan. Regarding the overdue interest, since the defendant has not paid the plaintiff's interest loss, in accordance with the "Regulations of the Supreme People's Court on Several Issues Concerning the Application of Law in the Trials of Civil Loan Cases", the parties have not agreed on the method of calculating interest during the overdue period. The interest shall be calculated from the date of signing the settlement note, i.e., April 9, 2025, and shall be calculated according to the one-year loan market reference interest rate. Judgment: The defendant shall pay the remaining project funds of 634,961.52 yuan and interest (based on the amount of 634,961.52 yuan, and calculated according to the loan market reference interest rate announced by the National Interbank Funding Center, from April 9, 2025 to the date of actual payment) to the plaintiff within ten days after the judgment takes effect; and the case acceptance fee of 5,100 yuan shall be borne by the defendant. 法院认为，被告与原告签订的分包合同及修复补充协议系真实意思表示，未违反强制性规定，合法有效，各方应按约履行。原告已按约完成分包工程，被告应按结算金额支付工程款，未履行足额付款构成违约。故被告B节能工程股份有限公司应支付剩余工程款634961.52元。关于逾期利息，因被告一直未付款致使原告产生利息损失，根据《最高人民法院关于审理民间借贷案件适用法律若干问题的规定》，双方未约定拖欠期间利息计算方式，按签署结算单日即2025年4月9日起算，按全国银行间同业拆借中心公布的贷款市场报价利率计算。判决：被告于判决生效后十日内向原告支付剩余工程款634961.52元及利息（以634961.52元为基数，按全国银行间同业拆借中心公布的贷款市场报价利率，自2025年4月9日起计算至实际支付之日止）；案件受理费5100元由被告负担。

5. Henglu Law Firm's Advice

This case is handled by Beijing Henglu Law FirmLi YonghuiAgent. Disputes over construction contracts involve large-scale projects and complex legal relationships. Enterprises should pay attention to the following aspects in their cooperation: clarify the core terms such as the project price, payment milestones, performance bonds, and breach of contract liabilities when signing the contract; timely preserve the completion acceptance reports, visa forms, and communication records during the construction process; and promptly entrust professional lawyers when encountering arrears in project payments to avoid missing the opportunity to protect their rights.

VI. Common Questions and Answers about Cases Involving Payment for Labor Subcontracting Projects

  1. Q: If the subcontractor finishes the project but the employer refuses to accept it and pay the fee, what should they do?
    A:If the project has been actually completed and delivered, the payment conditions can be claimed based on the settlement invoice, acceptance records, etc. The failure to accept the project does not necessarily constitute a reason for refusing to pay.
  2. Q: Is the settlement form signed by the project manager valid without a stamp?
    A:The signatures of the deputy general in charge, the budgeter, and other core personnel are considered official duties and represent the company's true intentions. They are generally recognized as legally valid settlement bases.
  3. Q: Can I claim the warranty deposit before the two-year warranty period ends?
    A:The goods can be returned only if there are no quality issues after the warranty period expires; if the settlement note has confirmed that the quality is qualified, the conditions for paying the quality deposit have usually been met.
  4. Q: From what date is the interest on the project payment calculated?
    A:When there is no agreement, the interest is usually calculated based on the LPR of the same period from the date the settlement document is signed by both parties to the date of actual payment.
  5. Q: Is it reasonable for Party A to refuse to pay on the grounds that the internal process has not been approved yet?
    A:Internal approval cannot override the validity of the settlement that has been signed and confirmed, and the acts of the core personnel in their official capacities are legally binding externally.