[Case Summary]This case is a contract dispute, which is essentially a private loan. The plaintiff, Zhang *, signed a "Cooperation Investment Agreement" to invest 100,000 yuan in a TV drama, with an additional agreement promising a guaranteed buyback. Zhang * entrusted the Beijing Henglu Law Firm to handle the case.FU XiaofeiRepresented by attorney Guo Yamin, the plaintiff claimed that "the so-called investment was actually a loan." The court ruled that the defendant, Beijing Film and Television Company, should return the loan of 100,000 yuan and interest, and pay attorney's fees of 5,000 yuan and travel expenses of 1,638 yuan. Legal provisions applied: relevant laws and regulations on private lending.

I. Review of the case

"Is film and television investment with guaranteed buyback considered a loan?", "How to determine that what is called investment is actually a loan?", and "Can the investment funds be recovered?" are hot topics in film and television investment disputes. On November 16, 2020, the defendant Shanghai * Film and Television Services Co., Ltd. (Party A), the plaintiff Zhang * (Party B), and the defendant Beijing * Film and Television Co., Ltd. (Party C) signed the "Cooperative Investment Agreement for the Ancient Historical TV Series XXXX", which stipulated that Zhang * would invest 100,000 yuan for production and promotion. If the film was not legally released before October 31, 2021, Zhang * would have the right to request a buyback at a premium of 6% of the investment amount. On the same day, an "Additional Agreement" was signed, promising to recover the principal and generate an annualized profit of no less than 10% before October 31, 2021, with the defendant making up any shortfall.

As of the date of the lawsuit, the film had not been fully released, and the defendant had not paid any repurchase fees. Zhang * entrusted Henglu Law Firm to handle the case.FU XiaofeiA lawyer filed a lawsuit. The lawyer analyzed that the agreement was a typical case of "investment in name but borrowing in reality": Zhang only had the obligation to invest and the right to participate in promotion and award evaluation, which did not meet the characteristics of joint operation and shared risk. It should be identified as a borrowing relationship. The transfer time was November 15, 2020. Beijing Film and Television Company promised that if it could not recover the principal and the minimum profit before June 30, 2022, it would make up the shortage. The borrowing period was from November 16, 2020 to June 30, 2022.

II. The focus of the case

  • Focus 1: The nature of the legal relationship between the two parties is an investment or a loan.The guaranteed buyback and fixed returns indicate that it is actually a loan.
  • Focus 2: How to confirm the loan term and interest rate.The duration and interest rate are determined by the supplementary agreement.
  • Focus 3: How should attorney's fees, travel expenses, and joint and several liabilities be borne?Some of the claims were supported, but the Shanghai company's joint and several liability was not supported.

III. The professional intervention of Hengluo Law Firm

The lender (the plaintiff) alleged that:Zhang * claimed that the two defendants should return the investment amount of 110,000 yuan and the interest (based on 100,000 yuan, with an annual interest rate of 5.8%), and pay the attorney's fees and travel expenses.

The defendant's (the film and television company's) position:Both defendants failed to appear in court to defend themselves.

Hengluo Lawyer's Agency Opinion:FU XiaofeiThe lawyer argued that the investment agreement was "in name of investment but in fact a loan", and the plaintiff only provided funds and did not participate in the joint operation or share the risks, which meets the legal characteristics of a loan; upon the expiration of the loan term, the plaintiff demanded that Beijing Film and Television Company return the principal and interest, and claimed the lawyer's fees and travel expenses incurred thereby.

IV. Outcome of the case

The court supported the main claims of the plaintiff, finding that there was a legal relationship of borrowing between the plaintiff and Beijing * Film and Television Company, which was named as cooperative investment but in fact was a private loan. The judgment is as follows: First, Beijing * Film and Television Company shall pay the plaintiff 100,000 yuan in principal and interest (at an annual interest rate of 5.8%); Second, Beijing * Film and Television Company shall pay the plaintiff 5,000 yuan in attorney's fees and 1,638 yuan in travel expenses. The amount of attorney's fees that was deemed excessive was adjusted, and the joint and several liability of Shanghai * Film and Television Company was not supported due to a lack of basis.

5. Henglu Law Firm's Reminder

This case is handled by Beijing Henglu Law Firm.FU XiaofeiThe attorney (practice license number: 11101202111348854, subject to the document issued by the judicial administrative organ) acts as an agent. The determination of the nature of the contract directly relates to the rights and obligations of the parties. The film and television investment agreement must be comprehensively judged based on the guaranteed minimum clause, fixed returns, and guaranteed principal and interest payments. Beijing Hengluo Law Firm reminds you to be cautious when signing investment agreements or interacting, and to consult a professional lawyer when necessary to clarify the legal consequences.

VI. Frequently Asked Questions about Film and Television Investment and Loans

  1. Q: Is the guaranteed buyback in film and television investment considered a loan?
    A:If it is agreed that there will be a guaranteed minimum return, a fixed return, and no participation in business operations to share risks, it is often regarded as "investment in name but actually a loan in reality".
  2. Q: How to determine whether an investment is actually a loan in disguise?
    A:See if they operate together and share risks; for those with guaranteed principal and interest payments and fixed returns, they are generally treated as loans.
  3. Q: Can I get back the investment money?
    A:If it is determined to be a loan, the borrower can claim the return of the principal and the agreed interest, but the interest rate is subject to the upper limit of judicial protection.
  4. Q: Can the attorney's fees be borne by the other party?
    A:If there is an agreement and the amount is reasonable, the court may support it, but the excessive part will be adjusted.
  5. Q: What should I pay attention to when signing an investment agreement?
    A:Be cautious about the guaranteed minimum and fixed return clauses, clarify the legal relationship, and consult a professional lawyer when necessary.