[Case Summary]This case involves a dispute over a housing sales contract. Company A, in order to obtain a loan for its affiliated company, signed the "Beijing City Second-hand Housing Sales Contract" in the name of employee Zhang * and "sold" the 262.05㎡ house in Chaoyang District to Zhang * for 7.3374 million yuan. Zhang * transferred the mortgage loan of 4.4 million yuan to Company A. Later, Zhang * refused to cooperate with the transfer of ownership, and Company A sued to confirm the invalidity of the contract and to return the house. The first-instance court rejected the lawsuit due to insufficient evidence. Company A then entrusted Beijing Henglu Law Firm to handle the case.Li YonghuiThe lawyer appealed. The core dispute was whether the contract truly reflected the parties' intentions and whether it was legally binding. The applicable legal provision was Article 146 of the Civil Code. The second-instance court reversed the first-instance judgment and ruled that the contract was invalid, with the house being re-registered under the name of Company A.

I. Review of the Case Facts

The company used employees' names to purchase houses and obtain loans. Who owns the houses in this case? The parties often search for terms like "Is a contract for purchasing a house under someone else's name valid?", "Are contracts with hidden clauses invalid?", "Second-instance judgments on disputes over house transfer", and "Beijing Hengluo Real Estate Lawyers". In September 2020, A Company's affiliated companies B and C faced funding shortages and needed loans. Since purchasing a house required full payment, they borrowed the name of employee Zhang * who had continuously paid social insurance for five years to sign a sales contract. They "sold" A Company's house at No. 2003 Dongsanhuan Road, Chaoyang District, Beijing (262.05㎡) to Zhang * for 7.3374 million yuan. Zhang * paid a down payment of 2.5774 million yuan and the remaining 4.4 million yuan through a mortgage loan. The loan proceeds were deposited into A Company's account for use by the affiliated companies. Later, Zhang * took away the property certificate and refused to transfer ownership. A Company sued the court for resolution.

II. The focus of the case

  • Focus 1: Whether the house purchase and sale contract truly reflects the intention of both parties.The act of buying and selling real estate, which is in name only, but in reality aims to obtain bank loans and hold onto the properties, does it constitute a false expression of intention?
  • Focus II: How to determine the validity of the contract.The validity of the sales transaction involving collusion and false declarations of intent, and the handling of concealed acts.
  • Focus 3: The deviations in the facts and the application of law in the first-instance judgment.The first-instance court dismissed the case due to insufficient evidence. Can the second-instance court reverse the decision with a new chain of evidence?

III. Professional intervention by Hengluo Law Firm

The plaintiff (the company) claims that:Company A claims that it did not have the intention to transfer the property to Zhang * and that this was a loan in the name of another person. It requests that the contract be declared invalid and that the house be restored to Company A's name in the registration system.

The defendant (the nominal buyer) argued that:Zhang claimed that he paid the full purchase price for the house and that the transaction was genuine, and that he holds the property ownership certificate.

Hengluo Lawyer's Agency Opinion:Li YonghuiAfter taking over the appeal, the lawyer believed that the first-instance court failed to correctly determine that the contract did not reflect the true intention of the parties and failed to apply Article 146 of the Civil Code. The lawyer accurately focused the core of the second-instance trial on the "abnormality of the transaction nature and the integrity of the evidence chain": reconstructing the flow of funds (the loan of 4.4 million yuan was directly deposited into Company A, Company A transferred it to Company C, and Company B used the property as collateral to borrow 7.6 million yuan to settle the loan), the possession of certificates and fees (the property ownership certificate and the loan contract were originally held by Company A, and the property management fees were paid by Company B), and the nominee agreement and receipts, etc., to prove that the two parties did not have a genuine purchase and sale agreement, and it was actually a loan under a false name.

IV. Outcome of the case

The second-instance court upheld A Company's appeal, revoked the first-instance judgment, and ruled to confirm the invalidity of the "Beijing City Second-hand Housing Sales Contract" and ordered that the house be restored to A Company's name. The second-instance court determined that the "sale" was a collusive and fraudulent act by both parties, and the hidden loan-under-a-name relationship did not change the conclusion that the sales act was invalid, helping the parties recover huge amounts of property. This case achieved a reversal at the Beijing No. 3 Intermediate Court, where the rate of judgment reversal is extremely low.

5. Henglu Law Firm's Reminder

Buying a house under someone else's name and using fake contracts to obtain loans carry extremely high risks. This case was handled by Beijing Henglu Law Firm.Li YonghuiThe lawyer (practice license number: 11101199611955812, subject to the certificate issued by the judicial administrative organ) acts as the agent. Lawyer's advice: When a company borrows a loan to purchase a house in the name of an individual, the purchase and sale transaction is often deemed invalid due to the lack of genuine purchase and sale intent; before signing the contract, the company should assess the compliance risks, and when involved in litigation, it should focus on building a complete chain of evidence, including the flow of funds, the holding of title certificates, and the agency holding agreements.

VI. Common Questions and Answers about Housing Sale and Purchase Disputes

  1. Q: Is a contract for buying a house under someone else's name valid?
    A:Borrowing someone else's name to circumvent purchase restrictions or mortgage fraud is often deemed invalid due to violating regulations or public order and good customs, or lacking genuine intent. In principle, the house belongs to the actual right holder, but sufficient evidence is required to prove this.
  2. Q: What are the consequences of using a "yin-yang contract" to fraudulently obtain bank loans?
    A:The terms of the transaction may be a false expression of intent and therefore invalid. It may also involve loan fraud, and the relevant parties may be subject to obligations to return the funds, make compensation, and even face administrative and criminal penalties.
  3. Q: Is it difficult to have a verdict changed in the second instance?
    A:The rate of overturning verdicts in civil second-instance trials is generally low. However, if there are indeed errors in the determination of facts or the application of laws in the first-instance trial, the second-instance court may overturn the verdict or remand the case for rehearing. The key lies in the evidence and the application of laws.
  4. Q: Is it important who holds the property ownership certificate?
    A:It's important. The holders and payers of warrants, loan contracts, and property fee receipts are important circumstantial evidence for determining the true purpose of the transaction.
  5. Q: What are the requirements for restoring the registration of a house?
    A:After the contract is confirmed to be invalid, the party concerned may request to restore the original registration; it is necessary to prove the original ownership, the reasons for the invalidation, and the current status of the house, and to remove the relevant mortgage burden.