[Case Summary]This case involves a contract dispute. In 2016, Company B paid a guarantee deposit of 1.006799 million yuan to Crafts Company to obtain the qualification to list on the online platform. However, due to policy reasons, the transaction was suspended for seven years and never resumed. After Company B was dissolved, the three shareholders entrusted Beijing Henglu Law Firm to handle the case on their behalf.Li YonghuiThe lawyer pursued the recovery of the guarantee deposit and interest. The core disputes were whether the contract could be rescinded, whether the conditions for a refund had been met, and whether the statute of limitations had expired. The court ruled that the contract could be rescinded because the policy objectives could not be achieved, and the refund obligation was subject to a time limit. The statute of limitations had not expired as of April 13, 2025, and the court ordered the Technology Company to refund 1.006799 million yuan and compensate for the losses incurred due to the delay. Legal provisions applied: Articles 188, 563, 565, and 566 of the Civil Code; Articles 4 and 186 of the Company Law.

I. Review of the Case Facts

Companies often search for legal advice on issues such as "How to sue for unreturned deposit funds?", "Can shareholders recover debts after a company's dissolution?", and "How to terminate a contract when its purpose cannot be achieved". In 2016, B Cultural Development Co., Ltd. planned to conduct online transactions of wooden crafts on the A Art Exchange platform. In accordance with the requirements, the company paid a deposit of 1.006799 million yuan to the crafts company on November 29, 2016. The crafts company issued a "Receipt Notice" stipulating that if the listed project completed delisting, the remaining deposit would be returned without interest, and a fine could be imposed for providing false information. The next day, the crafts company issued a receipt for the payment. However, in May 2017, due to national policy requirements, the crafts company suspended online transactions, and the platform has not been restored for the past seven years.

In December 2020, Liu Guifang, Zhang Dandan, and Zhang Qingqing, shareholders of Company B, applied for the company's deregistration, and the application was approved on December 29th. In 2021, Craft Company notified the three shareholders to remove the wooden chess sets, stating that the policy allowed for the resumption of transactions, but by 2024, the company had still not resumed operations and refused to return the security deposit.Li YonghuiThe lawyer, as the agent of the three shareholders, filed a lawsuit requesting to dissolve the cooperation relationship, return the guarantee deposit of 1.006799 million yuan, pay the interest from November 29, 2016, and have the Technology Company bear the litigation costs.

II. The focus of the case

  • Focus 1: Does the contract have conditions for termination?The transaction has been stagnant for seven years and cannot be resumed. Does this meet the condition of termination due to "the inability to achieve the contractual purpose due to force majeure"?
  • Focus 2: Whether the conditions for the refund of the guarantee deposit have been met.The technology company insists that the refund will only be made after the "listed projects are delisted". At present, the refund has only been suspended and not implemented, as the conditions have not been met.
  • Focus 3: Has the statute of limitations expired?The crafts company claimed that it had not asserted its rights within four years and that the lawsuit had exceeded the three-year statute of limitations.

III. The professional intervention of Hengluo Law Firm

The plaintiff (the shareholder) alleges that:The policy led to a seven-year stagnation in the transaction, and the contract's purpose could no longer be achieved. The process company was no longer entitled to continue to occupy the guarantee deposit. According to the Company Law, shareholders have the right to distribute the remaining assets, and after the company is dissolved, they can sue to claim the original company's creditor's rights in their own name.

The defendant (the craft company) argued that:From the time of going public in 2016 to the cancellation in 2020, the plaintiff failed to claim a refund for four years, and the statute of limitations for suing has already exceeded three years; and the "Receipt" stipulates that the refund will only be made after the project completes its delisting. However, due to the suspension of the policy and the project not being delisted yet, the conditions for the refund do not exist.

Hengluo Lawyer's Representation Opinion:Li YonghuiThe lawyer accurately grasped three points: First, the subject qualification. He clarified that the shareholders would inherit the creditor's rights after the company was dissolved, and refuted the defendant's potential defense that the subject was not qualified; Second, the statute of limitations. He pointed out that the obligation to refund was subject to a time limit, and the statute of limitations would start from the date when the Technology Company was obliged to refund but failed to do so; Third, the interpretation of the contract terms. Combined with the changes in policies and the purpose of the contract, he broke through the restrictive understanding that "refunds would only be made after delisting". The lawyer argued that the contract had been terminated, and there was no legal basis for continuing to hold the security deposit, so it should be refunded.

IV. Outcome of the case

The court accepted it.Li YonghuiAttorney's Opinion: The 2017 policy was suspended until 2024, and the lawsuit filed after seven years could not be resumed, which meets the conditions for termination stipulated in Article 563 of the Civil Code: "The contract is terminated due to force majeure that makes it impossible to achieve the contractual purpose". The date of service of the lawsuit, March 13, 2025, is the date of contract termination. The guarantee deposit is a guarantee of the authenticity of the materials. Since the contract has been terminated and there is no deduction situation, Process Company should return the deposit without any basis. The statute of limitations starts from the date when Process Company was obliged to refund but failed to do so, that is, April 13, 2025. The claim made after the statute of limitations expires is inconsistent with the facts and will not be accepted. The court orders that the contract be terminated as of March 13, 2025, and Process Company shall return the guarantee deposit of 1,006,799 yuan within ten days and compensate for the overdue losses (based on 1,006,799 yuan, calculated at an annual interest rate of 3.1% from April 13, 2025 to the date of payment), and the acceptance fee shall be borne by Process Company.

5. Henglu Law Firm's Reminder

This case is handled by Beijing Henglu Law FirmLi YonghuiThe attorney (practice license number: 11101199611955812, subject to the document issued by the judicial administrative organ) acts as the agent. The cancellation of a company does not mean that the creditor's rights are extinguished. Shareholders can legally succeed and claim them. In cases such as "guarantee deposits not being refunded" and "platforms going bankrupt", it is necessary to fix the payment receipts, reply slips, and policy documents as soon as possible, and with the help of professional lawyers, clarify the rules of discharge and statute of limitations to avoid missing the window for protecting rights.

VI. Common Questions about Contract Disputes - FAQ

  1. Q: The company has been deregistered. Can I still claim the previous creditor's rights?
    A:Yes, shareholders can inherit the remaining property rights of the company in accordance with the law and can claim the original company's creditor's rights against the debtor in their own name.
  2. Q: If the guarantee deposit is not refunded and it has been more than three years, can I still sue them?
    A:It depends on when the obligation to refund is determined. If the time limit has not expired or the other party has not explicitly refused to refund, the statute of limitations may not have started yet, and it needs to be judged based on the evidence.
  3. Q: How to terminate the contract if the contractual purpose cannot be achieved?
    A:If the contractual purpose cannot be achieved due to force majeure or other reasons, the parties may notify each other to terminate the contract, and the contract shall be terminated upon receipt of the notification.
  4. Q: Is it legal for the platform to suspend its services but claim it's just a "temporary pause" and refuse to refund users' money?
    A:If it is impossible to recover the funds for a long time and the purpose of the contract cannot be achieved, there is no basis for continuing to occupy the funds, and the party concerned may request to rescind the contract and return the funds.
  5. Q: What evidence do I need to prepare to recover the security deposit?
    A:The more complete the payment receipts, reply slips, receipts, communication records, policy documents, and main entity's deregistration materials are, the more beneficial they will be.