[Case Summary]This case involves a dispute over a mechanical equipment leasing contract. Company A provided equipment leasing services to Company B, and the total cost incurred was 2,504,103.35 yuan. However, Company B only paid 1.2 million yuan and still owes 1,304,103.35 yuan. Company B claimed that the matter had been finally settled based on the "Closed Material Contract Agreement" and used more than 1.01 million yuan of funds from a third-party project as a defense. Company A appointed Beijing Henglu Law Firm to handle the case.Zhu GuiyinThe lawyer filed a lawsuit, and the first-instance court fully supported the claim, ordering the defendant to pay 1,304,103.26 yuan and interest of 25,041 yuan; Company B appealed, and the second-instance court upheld the original judgment. The lawyer used the accounting evidence to break through the barriers of the "closed agreement". Legal provisions applied: the principle of contractual relativity and relevant provisions of the Contract Law.

I. Review of the case

After signing the "closure agreement", can the party still demand payment? The parties often search for terms like "does the closure agreement have legal effect?", "what should I do if the general contractor refuses to pay the subcontractor's fees?", and "how to calculate the mechanical leasing fees". In early 2021, Company B undertook the construction of a traffic industry park in Nanchang. Starting from January 8, Company A provided mechanical leasing services such as excavators and forklifts to Company B's construction site. In May, they signed a "Mechanical Equipment Leasing Contract", and in April 2023, they retroactively signed contracts for cranes and excavators. From January 2021 to August 2022, the actual expenses amounted to 2,504,103.35 yuan, but Company B only paid 1.2 million yuan, leaving a balance of 1,304,103.35 yuan. On January 8, 2023, Company B requested the signing of a "closure agreement for materials contracts", which stipulated a total price of 1,249,583.75 yuan and stated that "there would be no further settlement disputes". However, Company A claimed that the agreement only covered the projects in 2021. Subsequently, the two parties conducted multiple reconciliations in May and September 2023, confirming additional expenses of 235,468 yuan and unresolved accounts of 1,019,051.51 yuan. Company B refused to pay on the grounds of the closure agreement and claiming that "the 1.01 million yuan belongs to a third party". Company A subsequently entrusted a lawyer to handle the case.Zhu GuiyingThe lawyer filed a lawsuit.

II. The focus of the case

  • Focus 1: Does the "Closed Agreement" constitute the final settlement in its entirety?Can the subsequent reconciliation evidence break through its barriers?
  • Focus II: Whether the sum of over 1.01 million yuan belongs to the project payment of a third party outside the case.The principle of contractual privity serves to counter payment requests.
  • Focus 3: Should the interest on overdue payments be supported?Calculated according to the upper limit stipulated in the contract.

III. The professional intervention of Hengluo Law Firm

The original complaint stated that:Company A requests the court to order Company B to pay the overdue lease fee of 1,304,103.35 yuan, the overdue interest of 25,041 yuan (with a cap of 1% of the total settlement price), and the acceptance fee and preservation fee shall be borne by Company B.

The defendant (Company B) argued that:Company B claimed that the confidential agreement has been finally settled and there is "no more debt". The 1.01 million yuan belongs to the project payments of the third parties, Companies C and D, and has nothing to do with Company A. Therefore, Company B refuses to make the payment.

Legal Opinion by Hengluo Law Firm:Zhu GuiyingThe lawyer organized solid evidence and precise arguments to break through the "closed agreement": Regarding the closed agreement, although it stipulates the "total settlement price", the parties conducted another reconciliation in May and September 2023, combined with the mechanical shift signing form and the construction settlement form, which is sufficient to prove that the agreement only settles part of the project; Regarding the over 1.01 million yuan, according to the contractual relativity, the A and B lease contracts and B's subcontract with the outsider are independent of each other. B's submitted subcontract and closing agreement cannot prove that A's claim for payment is based on the subcontract. The existing evidence is insufficient to prove that A, C, and D are related or mechanically mixed. The account of 101,905.51 yuan should be the unpaid rental between the two parties; Regarding the overdue interest, all three contracts stipulate that the interest cap shall not exceed 1% of the settlement price. The claim for 25,041 yuan is in accordance with the agreement. The first-instance court fully adopted the lawyer's arguments.

IV. Outcome of the case

First-instance judgment: Company B shall pay the lease fee of 1,304,103.26 yuan and the overdue interest of 25,041 yuan within seven days, and the remaining claims shall be dismissed. The acceptance fee of 16,762.3 yuan and the preservation fee of 5,000 yuan shall be borne by Company B. The court held that the closed agreement was only partially settled, combined with the subsequent reconciliation evidence; the balance of over 1.01 million yuan was unpaid according to the contractual relativity between the two parties; and the overdue interest was in accordance with the agreement. Company B appealed. During the second-instance trial, the lawyer withstood the pressure, and the court maintained the original judgment. A Company's lease fee and interest of over 1.3 million yuan were fully supported.

5. Henglu Law Firm's Advice

This case is handled by Beijing Henglu Law Firm.Zhu GuiyingThe lawyer (practice license number: 11101202011246828, subject to the document issued by the judicial administrative organ) acts as an agent. The "Closed Agreement" and "Closing Account Agreement" are not absolutely exempt from liability. If they only cover some items and there is still account reconciliation and confirmation in the future, the claim for the remaining balance can break through their barriers. The original vouchers such as the shift signing receipt and the settlement receipt should be kept during the transaction. If the general contractor refuses to pay by confusing it with its affiliated company, the rights and interests can be protected according to the principle of contractual privity.

VI. Common Questions and Answers about Disputes over Mechanical Leasing Arrears

  1. Q: Do confidentiality agreements have legal effect?
    A:Yes, but it only restricts the scope of coverage. If the subsequent reconciliation confirms the new and unpaid items, the parties may claim the difference separately.
  2. Q: If the general contractor refuses to pay, saying that the payment belongs to the subcontractor, what should I do?
    A:According to the principle of contractual relativity, your contract with the general contractor is independent of its subcontract with a third party, so you can claim payment.
  3. Q: How to provide evidence for the mechanical leasing fee?
    A:Keep the shift-based signing forms, construction settlement forms, reconciliation statements, etc., to form a complete chain of evidence for expenses.
  4. Q: What is the maximum interest rate for overdue payments?
    A:According to the contract, the interest rate agreed upon in the three contracts in this case does not exceed 1% of the settlement price. The court supported this in accordance with the agreement.
  5. Q: Can I still sue after signing the settlement agreement?
    A:Yes. If the agreement is not a full final settlement and there is uncovered workload, you can request payment of the remaining amount.