[Case Summary]This case involves a dispute over a transfer contract. The plaintiff, Du * , transferred the service station and other assets to the defendant, Qu * , for 4 million yuan. However, the defendant only paid 2 million yuan, invested 1 million yuan in the company, and still owes 1 million yuan, for which he issued a promissory note. Qu * counter-sued to request the termination of the contract and the return of 2 million yuan. Du * entrusted the Beijing Henglu Law Firm to handle the case on his behalf.Fù XiǎofeiThe lawyer successfully repelled the counterclaim, and the court ruled that the defendant should pay the transfer fee of 1 million yuan and the interest on the occupied funds, and dismissed the counterclaim. Applicable laws: The relevant procedural provisions of the Civil Procedure Law of the People's Republic of China.

I. Review of the case

"What should I do if the transfer payment is in arrears?" "How should I respond if the other party countersues and demands that I repay the money?" "Can the contract be terminated even though the contractual purpose has been achieved?" These are common risks in transfer transactions. On May 16, 2020, Du * and Qu * signed a "Contract", transferring the operation of X Run Social Registration Service Station and X Run Vehicle Service Co., Ltd. to Qu *, with a transfer price of 4 million yuan. After the contract was signed, Qu * only paid 2 million yuan. Later, the parties agreed that Du * would invest 1 million yuan in the company, leaving a balance of 1 million yuan unpaid. A promissory note was issued, with the repayment date set for May 16, 2021, but the payment has not been made to date.

Qu * believes that the exclusivity clause in the contract regarding the service station constitutes an obligation on Du *'s part, but later discovered that there were two other service stations registered, resulting in no profits for him. He claimed that Du * breached the contract first and had the right to refuse to pay, and said that the 1 million yuan was a payment from a third party, Guo *, and had nothing to do with the two parties. Du * entrusted our law firm to handle the case.FU XiaofeiAttorney representation. During the trial, Qu * filed a counterclaim: to rescind the "Contract" and return the transfer payment of 2 million yuan.

II. The focus of the case

  • Focus 1: Whether Qu's counterclaim to terminate the contract is justified.The purpose of the contract has been achieved, and there are no statutory grounds for terminating the contract.
  • Focus 2: Whether there is a commitment to the uniqueness of the business operation and a breach of contract.The contract only stipulates the right to protect one's own rights, but does not specify the uniqueness and extent of this right.
  • Focus Three: Whether the remaining 1 million yuan of the transfer payment should be paid and interest should be charged on it.The IOU is clear, and the money should be paid with interest on the funds occupied.

III. The professional intervention of Hengluo Law Firm

The plaintiff in this case (Du * ) alleges that:Du * claimed that Qu * still owed him 1 million yuan in transfer fees and demanded that Qu * pay the transfer fees and the interest on the funds used.

The position of the counterclaimant (Qu *):Qu * claimed that Du * violated the exclusivity commitment of the service station and failed to fulfill his contractual obligations. He requested to terminate the contract and return the transfer payment of 2 million yuan.

Legal opinion of Hengluo Law Firm:FU XiaofeiThe lawyer disagrees with the request for a counterclaim, pointing out that the "Contract" is a true expression of intention and is legally valid. The counterclaimant's purpose has been achieved, and there is no basis for terminating the contract. The contract does not explicitly stipulate the exclusivity of operations, only stipulating that the counterclaimant protects its rights and interests without specifying the specific matters and their scope. The audio evidence cannot fully prove the exclusivity. The counterclaimant has actually operated for two years, which is a commercial risk that should be borne by itself. The rights and obligations of both parties shall be governed by the contract. The counterclaimant has actively fulfilled its obligation to protect its rights and interests.

IV. Outcome of the case

The court accepted the lawyer's opinion and claims, and ruled as follows: 1. The defendant (the counter-plaintiff), Qu * *, shall pay the transfer fee of 1 million yuan and the interest during the period of fund occupation (based on 1 million yuan, calculated according to the one-year LPR of the National Interbank Funding Center from May 17, 2021 until full payment); 2. The counter-claim of the counter-plaintiff, Qu *, is rejected. The acceptance fee of 6,900 yuan for the original lawsuit and the acceptance fee of 11,400 yuan for the counter-claim shall be borne by Qu * *.

5. Henglu Law Firm's Advice

This case is handled by Beijing Henglu Law Firm.FU XiaofeiThe lawyer (practice license number: 11101202111348854, subject to the document issued by the judicial administrative organ) acts as the agent. The transfer transaction must specify the contract terms to avoid ambiguous expressions such as "uniqueness" being misused as a reason for refusal to pay. The contract dispute team of Beijing Henglu Law Firm repels improper counterclaims with accurate defenses and safeguards the rights and interests of the party fulfilling the contract.

VI. Common Questions About Transfer Contract Disputes - FAQ

  1. Q: What should I do if the transfer payment is in arrears?
    A:Suing to claim the remaining transfer payment and interest on the occupied funds based on evidence such as contracts and IOUs.
  2. Q: How should I respond if the other party countersues and demands that I repay the money?
    A:The defense focused on the validity of the contract and the achievement of its purpose, and pointed out that the counterclaim lacked factual and legal basis and should be dismissed.
  3. Q: Can the contract be terminated even though the contractual purpose has already been achieved?
    A:Generally, it is not allowed. If the purpose has been achieved and there are no agreed or statutory grounds for termination, the request for termination will not be supported.
  4. Q: Can the business risks be transferred to the other party?
    A:No. The profit and loss of the business are commercial risks, and the operator should bear them himself and cannot transfer them to the party who fulfills the contract.
  5. Q: How is the interest on the outstanding debt calculated?
    A:It can be claimed that the interest on the funds occupied during the period from the agreed payment date to the actual payment date shall be calculated based on the LPR.