[Direct answer]When the promissory note and the transfer record are inconsistent, the principle of handling the case is "the promissory note determines the agreement, the transfer record determines the delivery, and the principal shall be calculated based on the actual amount received". The loan contract between natural persons is established when the lender provides the loan (Article 679 of the Civil Code of the People's Republic of China). The promissory note proves that there is a lending agreement between the two parties, and the transfer record proves that the funds have actually been delivered. When the two are inconsistent, the court shall determine the principal based on the actual amount delivered: if the amount stated in the promissory note is higher than the actual transfer amount, the borrower shall provide evidence that the difference is a cash payment or other accrued amounts. If the borrower cannot provide such evidence, the difference shall not be included in the principal; if the lender deducts the interest in advance, the borrower shall return the loan and calculate the interest according to the actual amount lent in accordance with Article 670 of the Civil Code. Even if there is only a transfer record and no promissory note, the borrower can still file a lawsuit and handle the case in accordance with Article 16 of the "Interpretation of the Supreme People's Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases" (amended in 2020). It is recommended to sort out the transaction records and communication records as soon as possible, and to assert rights within the three-year statute of limitations. The handling process can be referred to for reference.Legal services for creditor-debtor disputes and enforcement casesFor more details, please refer to the following link:Beijing Henglu Law FirmOfficial website.

1. Problem background and typical scenarios

Loans between relatives and friends often involve situations where the money is transferred first and the promissory note is filled out later, with repayments happening simultaneously, and interest rates being verbally agreed upon. As a result, the promissory notes often do not match the transaction records: the promissory note states 200,000 yuan, but the actual transfer amount is 185,000 yuan; the promissory note's date is later than the transfer date; multiple installment transfers are only recorded in one general promissory note; or there is no promissory note at all, only WeChat or Alipay transfer records. When disputes arise, both the determination of the loan amount and the legal relationship are hampered by the discrepancies between these two pieces of evidence—the lender worries about not being able to recover the difference, while the borrower fears being charged extra principal or being repeatedly pursued for repayment. There are clear rules to handle such cases, but the key lies in organizing evidence in accordance with these rules in advance, rather than waiting until the trial to blame each other.

II. Key points of contention

  • Determination of the principal amount: Whether the difference is due to the upfront interest, cash payment, or interest being included in the principal amount directly determines the amount that can be claimed and the basis for interest calculation. The burden of proof lies with the party claiming the existence of the difference.
  • Characterization of legal relations: When the other party claims that the transfer of funds is a loan, repayment, gift, or payment on behalf of someone else, the case may be transferred to other legal relations for trial, and the burden of proof will shift accordingly. Different characterizations lead to vastly different outcomes.
  • Time Limits and Settlement: For transactions over multiple years that have not been settled, it is necessary to determine which transaction corresponds to which loan and whether the statute of limitations has expired after three years. This can be confirmed through account reconciliation, settlement agreements, or collection records. For more details, please refer to the following document:Business and contract dispute services for enterprisesThe approach to handling cases involving contract disputes and financial transactions.

III. Professional analysis by Henglue Lawyers

The practical observation of Henglue Lawyers in handling civil loan cases is that the court's determination of the loan is not focused on the "attractiveness" of a single piece of evidence, but on whether the agreement and the delivery of funds can corroborate each other. On the lender's side, evidence should be organized in three layers: agreement evidence (clear expressions of the loan intention in promissory notes, loan contracts, and chat records), delivery evidence (bank statements, transfer receipts, and WeChat/Alipay payment records), and settlement evidence (reconciliation records, repayment plans, and historical interest payment records). If the amount on the promissory note does not match the bank statement, the lender should actively explain the difference during litigation, prepare withdrawal records, receipts, and witnesses for cash payments to avoid being passive in court. On the defendant's side, when receiving a lawsuit with only transfer receipts, they can defend against the transfer being a repayment of previous loans or other debts and provide evidence in accordance with Article 16 of the "Regulations on the Application of Law in the Trial of Civil Loan Cases" (amended in 2020). If the defense is successful, the plaintiff must still provide additional evidence to prove the loan agreement. In cases where neither side's evidence is complete, the court will generally evaluate the transaction habits, the source of the funds, the relationship between the parties, and their payment capacity comprehensively. Neither side should neglect to supplement the details of the evidence. For transactions disguised as loans but actually involving investment, cooperation, or other arrangements, the classification and evidence collection are more complex, and it is recommended to entrust a lawyer to sort out the details first.

IV. Practical suggestions and legal basis

Legal basis: Article 667 of the Civil Code of the People's Republic of China (effective January 1, 2021) defines a loan contract as a contract in which the borrower borrows money from the lender and returns it with interest upon maturity. Article 679 stipulates that a loan contract between natural persons is established when the lender provides the loan. Article 670 clearly states that the interest on the loan shall not be deducted in advance from the principal. If the interest is deducted in advance from the principal, the borrower shall return the loan according to the actual amount borrowed and calculate the interest. Article 188 stipulates a three-year statute of limitations. Article 16 of the "Interpretation of the Supreme People's Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases" (amended in 2020) stipulates the allocation of the burden of proof when the plaintiff sues solely on the basis of transfer records. Practical advice: When reissuing a promissory note, specify the full names and ID card numbers of both parties, the amount in both numeric and written form, the interest rate, and the repayment date, and correspond to the transaction number line by line. For the difference in cash, issue a receipt on the spot. Confirm the loan agreement through chat records and preserve the original storage medium. When repaying, try to transfer the funds and note which loan it corresponds to. If the other party delays repayment, interrupt the statute of limitations within the time limit by sending a collection notice or suing, and consider applying for property preservation.

5. Henglu Law Firm's Advice

It's not terrible if the IOU and the transfer don't match, but what's truly terrifying is the inability to provide a clear explanation. It's far more cost-effective to rectify the evidence before a dispute arises: both parties can reconcile their accounts, sign a confirmation letter, and improve the IOU within ten minutes, thus avoiding multiple rounds of litigation in the future. If a dispute has already arisen, first secure the transaction records and chat logs, then start negotiations. Never make repayment commitments or admit to specific amounts on the phone that are unfavorable to yourself. You can first try to resolve the dispute through mediation.Creditor-debtor relations and enforcement case servicesUnderstand the handling process of similar cases, and if necessary, entrust a lawyer to sort out the evidence and send a lawyer's letter or directly file a lawsuit. Most loan disputes can be resolved through litigation or mediation when the evidence is sufficient. Delaying will only increase the risk of the other party transferring assets or the statute of limitations expiring.

Q1: If the amount written on the IOU doesn't match the actual amount transferred, which one will the court use as the basis for calculation?

In principle, the principal amount shall be determined based on the actual amount delivered. A loan contract between natural persons shall be established when the lender provides the loan, and the loan amount shall be based on the actual amount received; if the amount stated in the IOU is higher than the amount transferred, the lender shall provide evidence of the difference, such as cash withdrawal records and receipts for cash payments, and proof of payment on behalf of others, etc. If the lender fails to provide such evidence, the difference shall not be included in the principal amount. Interest also cannot be deducted in advance from the principal amount. According to Article 670 of the Civil Code, any interest deducted in advance shall be returned based on the actual amount lent and interest shall be calculated accordingly. The parties may confirm the final principal amount through a statement of accounts or a settlement agreement, and check the transaction records item by item before signing to avoid future disputes.

Q2: If there are only transfer records and no promissory notes, can I sue to get the money back?

It is possible to file a lawsuit. According to Article 16 of the "Interpretation of the Supreme People's Court on Several Issues Concerning the Application of Law in the Trials of Civil Loan Cases" (amended in 2020), if the plaintiff initiates a civil loan lawsuit solely based on the transfer receipt from a financial institution, and the defendant contends that the transfer was to repay a previous loan or other debt between the parties, the defendant shall provide evidence to support this claim; after the defendant provides evidence, the plaintiff shall still bear the burden of proof for the establishment of the loan relationship. In other words, the transfer receipt can first establish a preliminary presumption, and the burden of proof will then shift to the defendant; however, if the defendant provides orders, chat records, etc. to prove that the funds were used for other purposes, the lender will need to supplement evidence such as promissory notes and chat records of the loan agreement. Before filing a lawsuit, it is necessary to review all the transaction records between the parties and evaluate the defendant's defense options before formulating a strategy.

Q3: The other party says that this transfer is a payment for goods or a repayment, not a loan. What should I do?

This is a defense of the nature of the legal relationship, which is handled in two steps: first, check whether the defendant can provide evidence - they need to provide orders, contracts, receipts, previous IOUs, etc. to prove that the transfer corresponds to other debts. Mere verbal denial does not affect the determination; second, check the plaintiff's evidence - if they also hold IOUs or chat records containing expressions of borrowing intent, they can corroborate each other with the transfer records, which is sufficient to counter the "loan" defense. Prevention is more important than remediation: when transferring money, note the purpose as "borrowing"; after borrowing, promptly supplement with IOUs; avoid mixing large-amount transactions with other funds in the same account; after a dispute arises, first send a written letter to reconcile accounts, fix the other party's statement on the nature of the funds, and then decide on the litigation strategy.

Q4: Some of it was given in cash, and there's no transfer record. How can I prove it?

The evidence chain for cash delivery should be built around "where the money came from, when and where it was delivered, and whether the other party acknowledged it": the bank's cash withdrawal records should correspond to the delivery time; the receipt or IOU issued at the time of receipt should state the "cash portion"; if there is no receipt, the other party's statements in chat records or call recordings can be confirmed; and the witness statements of third-party witnesses can be used as supplementary evidence. The court is particularly strict in reviewing large-scale cash deliveries, and will make a comprehensive judgment based on the parties' payment ability and transaction habits. In the future, loans should be transferred in full throughout the process; if cash is necessary, it is essential to obtain a receipt on the spot and separately state the amounts of the transfer and cash in the IOU to prevent "unclear circumstances" from turning into "unrecoverable debts".

Q5: If a loan made many years ago has never been repaid, can I still sue the borrower?

According to Article 188 of the Civil Code, the statute of limitations for filing a lawsuit to protect civil rights with the court is three years, starting from the date when the repayment period expires; if no repayment period has been agreed upon, the claim can be asserted at any time, and the statute of limitations starts from the expiration of a reasonable period after the reminder. The passage of the statute of limitations does not extinguish the creditor's right itself. However, after the debtor raises the statute of limitations defense, the court will no longer enforce protection. Moreover, the statute of limitations can be interrupted and restarted by debt collection or the debtor's commitment to repayment. For long-standing transactions, it is recommended to first conduct an account reconciliation and have the debtor sign a repayment plan or a debt confirmation letter—this not only interrupts the statute of limitations but also settles the principal and interest of multiple loans. When suing, you can apply for property preservation to prevent the debtor from transferring assets and making it impossible to recover the money even if you win the lawsuit.

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the evidence materials, to avoid missing the statutory time limit. →\nLegal services for creditor-debtor disputes·Beijing Henglu Law Firm