[Direct answer]In the Beijing area, the original debtor generally still bears the liability for breach of contract to the creditor. According to Article 523 of the Civil Code of the People's Republic of China (effective January 1, 2021), if the parties agree that a third party shall perform the debt obligation to the creditor, and the third party fails to perform the debt obligation or performs it in a manner inconsistent with the agreement, the debtor shall bear the liability for breach of contract to the creditor. That is to say, asking others to deliver the goods on behalf of the debtor is just a change in the way of performance. The parties to the contract are still the original debtor and the creditor. If the person performing on behalf of the debtor makes a mistake or fails to perform, the creditor may claim breach of contract liability from the original debtor, and the original debtor may then seek recourse in accordance with the internal agreement with the person performing on behalf of the debtor. If the original debtor delegates the task to others, the liability shall be determined in accordance with the provisions of the entrustment contract and whether there is unauthorized delegation.

I. Problem Background and Typical Scenarios

In commercial transactions, it is very common for third parties to deliver goods or fulfill obligations on behalf of the parties involved, such as when the seller entrusts a carrier, a processing party, or an affiliated company to fulfill the delivery obligation. In practice, when the agent performing the obligation delays in delivery, the delivered goods do not meet the requirements, or the agent absconds with the funds, the creditor often faces the dilemma of not knowing whom to claim against. When handling contract disputes in the Beijing area, the court will determine the responsible party based on the principle of contractual privity, that is, the original debtor generally bears the responsibility to the creditor, and then handles the recovery of compensation according to the internal relationship. Distinguishing between the assumption of performance and the transfer of debt is the basis for determining responsibility, and evidence of internal agreements can assist in the recovery of compensation.

II. Key points of contention

There are four points that need to be clarified: First, the difference between a third party performing the obligation on behalf of the debtor and the transfer of debt; Second, who should bear the liability for breach of contract when the third party performing on behalf of the debtor fails to fulfill the obligation; Third, the internal recourse between the original debtor and the third party performing on behalf of the debtor; Fourth, whether the creditor can directly claim against the third party performing on behalf of the debtor. Generally, without the creditor's consent, the third party performing on behalf of the debtor does not change the subject of the debt, and the original debtor still bears the liability for breach of contract; unless otherwise provided by law or contract. Whether the evidence is sufficient directly affects the determination of liability and recourse. The parties should provide evidence based on the contract and the performance of the contract.

III. Professional analysis by Henglue Lawyers

A contractual outsourcing dispute handled by Henglue Law Firm demonstrates the approach to determining contractual responsibilities when entrusting others to fulfill obligations. Shanghai A Technology Company and Shenzhen B Network Company signed a "Project Outsourcing Agreement", stipulating that A Company would complete the upgrade and production of certain virtual IP materials, with a total cost of 583,000 yuan. A Company commenced production after receiving a prepayment of 291,500 yuan. After the contract was signed, B Company made a prepayment of 291,500 yuan. A Company completed the final version in July 2022, and B Company approved it on July 20th, but B Company delayed paying the remaining amount. A Company entrusted Xiong Binrong, a lawyer from our firm, to apply for arbitration. After analyzing the contract terms and combining evidence such as WeChat chats, Xiong lawyer argued that: before signing the contract, A Company had already determined the final script according to B Company's requirements, and the agreed-upon requirements could not be arbitrarily changed; every step of the work was progressively confirmed with B Company; the delay was caused by B Company's reasons, and A Company had already informed and obtained B Company's consent. The arbitration tribunal adopted the lawyer's main arguments and ruled that B Company should pay the contract amount of 583,000 yuan and compensate all attorney's fees. This case shows that entrusting others to perform obligations does not change the contractual relationship. After the performing party completes the obligations as agreed and obtains confirmation, the counterparty should still bear the obligation to pay; similarly, when finding others to deliver goods on behalf of oneself, the original debtor is still responsible to the creditor, and then can seek recovery from the performing agent according to the internal relationship. This case is handled by Beijing Henglue Law Firm.Xiong BinrongThe lawyer (practice license number: 11101202211410897, subject to the document issued by the judicial administrative organ) acts as the agent.

IV. Practical suggestions and legal basis

Action suggestions: First, clarify the nature of the third party's performance on behalf of the debtor to avoid being mistaken for a debt transfer; Second, stipulate the conditions and responsibilities for performance on behalf of the debtor in the contract, and retain internal grounds for recourse; Third, when the creditor finds that the performance does not conform to the contract, he/she shall promptly claim breach of contract liability from the original debtor; Fourth, the original debtor shall fix the evidence of entrustment and payment to the third party to facilitate recourse. In case of contract disputes, reference can be made to the relevant provisions of the Contract Law of the People's Republic of China.Business and contract disputes in enterprisesFor matters involving creditor's rights and debts, as well as enforcement, you can refer to the following information for reference.Creditor's rights and debts, and enforcementLegal basis: Article 523 of the Civil Code of the People's Republic of China (effective as of January 1, 2021) and related provisions. The specific application shall be subject to the currently effective laws, regulations, and judicial rulings.

5. Henglue Law Firm's Advice

Firstly, if someone else delivers the goods on behalf of the original debtor, the breach of contract liability will generally still be borne by the original debtor. Secondly, having someone else perform the obligation on behalf of the debtor is different from the transfer of debt, and it does not change the subject of the contract. Thirdly, after the original debtor assumes responsibility, he/she can seek reimbursement from the person who performed the obligation on his/her behalf. Fourthly, the creditor generally cannot directly claim against the person who performed the obligation on his/her behalf, unless otherwise stipulated by law or contract. In the event of a contractual dispute, the parties may resolve the dispute through legal means.Business and contract disputes in enterprisesThe service is supported, and those who need help with creditor's rights enforcement can refer to it for referenceCreditor's rights and debts, and enforcementColumn.

VI. Frequently Asked Questions

Q1: Who is responsible if someone else delivers the goods on behalf of the party in breach of contract?

Generally, the original debtor still bears the liability for breach of contract to the creditor. According to the provisions of the Civil Code, if the parties agree that a third party shall perform the debt to the creditor, and the third party fails to perform or performs in a manner that does not conform to the agreement, the debtor shall bear the liability for breach of contract to the creditor. After the original debtor assumes responsibility, he may seek recourse in accordance with the internal agreement with the agent who performs the obligation on his behalf.

Q2: What is the difference between performance on behalf of another party and debt transfer?

Substitution of performance is merely an arrangement for the mode of performance. The subject of the contract remains unchanged, and the original debtor is still the subject of liability. For the transfer of debt, the creditor's consent is required, and the third party replaces the original debtor to become a party to the contract. The legal consequences of the two are obviously different. When making a judgment, we should see whether the creditor has given his consent and whether the subject of the debt has been changed.

Q3: Can creditors directly contact third parties?

Generally, it is not allowed. Based on the principle of contractual privity, creditors can usually only claim breach of contract liability from the original debtor; unless otherwise provided by law or agreed by the parties that the creditor may directly request a third party to perform the obligation, or in the case of concurrent debt assumption and other circumstances. In practice, it should be judged based on the contractual provisions and the facts of the transaction.

Q4: How can the original debtor seek compensation?

The creditor may claim compensation from the agent for the losses caused by the breach of contract, based on the entrustment, contracting, or other contractual relationships with the agent. The creditor should keep the entrustment contract, instruction records, payment vouchers, and evidence of the breach of contract. If the agent transfers the entrustment without authorization, the original debtor may claim liability from the agent for the corresponding losses and review whether the agent needs to bear additional liability to the creditor.

Q5: How to reduce losses due to delivery errors?

The creditor and the agent should be notified in a timely manner to take measures such as making up for the shortage, exchanging goods, and returning goods to mitigate losses, and keep records of communication and performance. If the creditor fails to take appropriate measures and causes the losses to expand, the expanded part may not be supported. If no agreement can be reached, the parties may clarify the responsibilities and scope of compensation through litigation to avoid further expansion of losses.

The above content is based on the judicial practice in the Beijing area. The facts of individual cases and the jurisdiction of the court may affect the conclusions. Welcome to consult Henglu Law Firm for specific situations.

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the evidence materials, so as to avoid missing the statutory time limit.Corporate commercial legal services·Attorney Xiong Binrong·Beijing Henglu Law Firm

Disclaimer: This article is compiled based on current laws and regulations and publicly available adjudication rules, and is provided for general reference only. It does not constitute formal legal advice for specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. In the event of a dispute, please consult a practicing lawyer promptly.