[Case Summary]This case is a second-instance dispute over a sales contract. Du * transferred the service station and other assets to Qu * for 4 million yuan, but Qu * defaulted on the transfer payment of 1 million yuan and counter-sued in the first instance, demanding the return of 2 million yuan, which was rejected. Qu * appealed against the judgment and claimed that the contract was invalid and that the transfer payment already paid should be returned. Du * entrusted Beijing Henglu Law Firm to handle the case.FU XiaofeiThe lawyer represented the client. The second-instance court upheld the original judgment and ordered the defendant to pay the transfer fee of 1 million yuan and the interest thereon. The core disputes are whether the contract is valid and whether the "exclusivity of the service station" commitment is established. The applicable legal provisions are the relevant provisions of the Administrative Licensing Law of the People's Republic of China.

I. Review of the case

"How to handle a second-instance dispute over a sales contract", "What should I do if the other party says the contract is invalid and demands a refund", and "Is the transfer of the contract subject to the approval of the competent authority?" are common disputes in corporate transactions. Du * and Qu * signed a contract to transfer the XX Social Registration Service Station and Vehicle Service Co., Ltd. that Du * operated to Qu *, with a transfer price of 4 million yuan. Qu * defaulted on the transfer payment of 1 million yuan. In the first-instance trial, Qu * filed a counterclaim against Du *, demanding that Du * pay 2 million yuan on the grounds of the "uniqueness of the service station". The first-instance court rejected the counterclaim and ordered Qu * to pay 1 million yuan and interest.

Qu * disagreed with the judgment and appealed, requesting to revoke the first-instance judgment, change the judgment to dismiss Du *'s lawsuit and return 2 million yuan. His claims are as follows: First, when the contract was signed, the service station had not been registered and established, and the subject of the transfer was actually the administrative approval document issued by the traffic police department. The relevant agreement should be deemed invalid. Second, the Vehicle Service Co., Ltd. had no valuable assets. The payment was actually the consideration for the approval document, and according to the principle of returning the consideration in the event of an invalid contract, it should be fully returned. Third, even if the contract is valid, since Du * violated the exclusivity commitment, the purpose of the contract could not be achieved, and the contract should be rescinded and the payment returned. Du * entrusted my firm to handle the case.FU XiaofeiThe lawyer is representing the client in the second instance of the trial.

II. The focus of the case

  • Focus 1: Whether the contract between the two parties is legal and valid.The subject of the transfer is not a simple administrative approval document. The service station has been registered as the appellant, and the purpose of the transfer has been achieved.
  • Focus 2: Is there a commitment to the "uniqueness of service stations"?The contract only stipulates the protection of rights, but does not explicitly stipulate the uniqueness and extent of the operation.
  • Focus Three: Can the appellant refuse to pay the balance on the grounds that the contract is invalid or has been terminated?There is no factual or legal basis for this.

III. Professional intervention by Hengluo Law Firm

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

Appellant (Qu *)'s position:Qu * claimed that the contract was invalid because the subject matter was an administrative approval document, or that it should be terminated due to the breach of the exclusivity commitment, which resulted in the failure to achieve the intended purpose. He/she demanded the return of the transfer payment already made.

Legal opinion of Hengluo Law Firm:FU XiaofeiThe lawyer pointed out that the first-instance court's findings of fact were correct. The current service station is clearly registered as the appellant, and the contractual purpose has been achieved, so there is no invalidity. There is no uniqueness commitment as claimed by the appellant in the contract. Everything shall be subject to the terms of the main contract. The respondent has fulfilled all its obligations. The appellant has actually operated for two years, which is a commercial risk that should bear its own profits and losses. Its claim to terminate the contract on the grounds of not achieving uniqueness does not conform to the statutory or contractual circumstances, and it should pay the balance of the contract price.

IV. Outcome of the case

The court of second instance held that the contract between the two parties was not the "administrative approval document" claimed by the appellant, and did not violate the relevant provisions of the "Administrative Licensing Law of the People's Republic of China". The fact that the service station had not been established yet did not constitute a reason for the contract to be invalid. Regarding the exclusivity commitment, the parties had not explicitly agreed on it, so the claim was not supported. The judgment ruled to dismiss the appeal, maintain the original judgment, and the acceptance fee of 30,800 yuan for the second-instance case shall be borne by Qu *. This judgment is the final judgment.

5. Hengluo Law Firm's Reminder

This case is handled by Beijing Henglu Law Firm.FU XiaofeiThe attorney (practice license number: 11101202111348854, subject to the certificate issued by the judicial administrative organ) acts as the agent. In the transaction of enterprise transfer, the subject matter and rights and obligations should be clearly defined to avoid disputes caused by vague promises such as "uniqueness". The corporate and commercial team of Beijing Hengluo Law Firm safeguards the rights and interests of the party in compliance with the contract by providing solid proof of the contract's validity.

VI. Common Questions and Answers about the Second Instance of Sales Contracts

  1. Q: How to handle a second-instance appeal in a dispute over a sales contract?
    A:Regarding the defense of the facts and legal application in the first instance, it points out that the appeal lacks factual and legal basis, and strives to maintain the original judgment.
  2. Q: If the other party says the contract is invalid and demands a refund, what should I do?
    A:Arguing that the subject matter of the contract is genuine, the purpose has been achieved, and it does not violate the mandatory provisions on effectiveness, and claiming that the contract is valid.
  3. Q: Is the administrative approval document valid as the subject matter of the transfer contract?
    A:If the subject matter is enterprise assets and has actually been transferred for operation, it is generally not invalidated due to approval-related factors.
  4. Q: If the contract doesn't mention the exclusivity commitment, do I need to bear legal responsibility?
    A:If there is no explicit agreement, it is not permissible to unilaterally presume the existence of a promise. Accordingly, it will be difficult to obtain support for terminating the contract or refusing to make payments based on such presumptions.
  5. Q: If the second instance upholds the original judgment, is it the final judgment?
    A:Yes. The judgment of the second instance rejecting the appeal and maintaining the original verdict is the final judgment, which takes effect immediately.