[Direct answer]In the Beijing area, depending on the circumstances: actual constructors in the case of subcontracting and illegal subcontracting can break through the contractual privity and request the employer to bear responsibility within the scope of unpaid project funds (as explicitly stated in the judicial interpretation); whether this provision can be applied in the case of contractual subcontracting is controversial, but the Supreme People's Court's typical cases have established two paths: actual constructors who form a de facto legal relationship with the employer can directly claim project funds, and the employer who knows about the contractual subcontracting can request compensation in the form of a discount. The key lies in the evidence: who negotiates with the employer, performs the contract, and receives the deposit.

I. Problem Background and Typical Scenarios

The workers can't get paid, the company signing the contract is just a shell company, and the employer only recognizes the contractual counterpart—the actual contractors are stuck at the bottom of the chain. Where is the money? Who should they sue? And what scope of responsibility can they claim? These are the most classic challenges in the construction industry. The answers to these questions vary depending on the circumstances, but the evidence is consistent: whoever truly interacts with the employer has the best chance of asserting their rights.

II. Key points of contention

First, the statutory circumstances that break through the contractual relativity: subcontracting and illegal subcontracting. Second, the disputes and factual relationship pathways of the subcontracting situation. Third, the liability ceiling of the employer's "arrears scope". Fourth, the defendant's listing in the lawsuit and the structure of the evidence.

III. Professional analysis by Henglue Lawyers

First, clarify the legal path: The judicial interpretation stipulates that in the case of subcontracting and illegal subcontracting, the actual constructor can break through the contractual relativity to sue the employer, and the employer shall bear responsibility to the actual constructor within the scope of unpaid construction project prices—this is the most certain weapon for recovering claims at the end of the subcontracting chain; the "unpaid scope" is the liability ceiling, and the employer shall not bear responsibility for the part of the project price that has been fully paid to the contractor. As for the rules governing the situation of "hanging contracting", the two Supreme Court cases provide the clearest explanation: In the Supreme People's Court Case No. 329 of 2019, Zhu * borrowed the qualifications of Zhongding Construction Company to sign a construction contract with Ulan County Natural Resources Bureau and organized the construction. After the project was completed and accepted, he sued to claim the project price. The Supreme Court held in the retrial that the judicial interpretation provisions on the direct claim of rights by the actual constructor do not apply to the borrowed party in the situation of "hanging contracting", but the borrowed party lacks the true intention to enter into a contract with the employer, and there is no substantive legal relationship between them; the actual constructor and the employer form a de facto legal relationship in the process of contracting and performing the contract, and have the right to directly claim the project price from the employer. Ultimately, the judgment revoked the first and second-instance judgments and ordered the employer (Natural Resources Bureau) to pay the project price to Zhu *. This "de facto relationship" path bypasses the contract shell and directly points to the real transaction structure. In the Supreme People's Court Typical Cases of Construction Contract Disputes, the case involving a real estate company, a construction company, and Ge * further clarified the rules: Ge * borrowed the qualifications of a construction company to sign a construction contract. The employer collected a 2 million yuan performance guarantee from Ge * and directly negotiated and signed a contract with him, knowing about the situation of borrowing qualifications. The court held that the construction contract and the contract for borrowing qualifications are invalid due to violating mandatory provisions. If the employer knew about the borrowing of qualifications when entering into the contract, the borrowed party may request the employer to pay a compensation for the discounted price. The judgment ordered the employer to pay the money to Ge *. Together, these two rules mean that subcontracting and illegal subcontracting follow the statutory breakthrough (within the scope of unpaid amounts), while "hanging contracting" follows the de facto relationship or the employer's knowledge path (negotiations, direct collection of guarantees, and direct management contact are all evidence of "knowledge"). For cases of "hanging contracting" without such evidence, the claims should be directed back to the borrowed enterprise. For litigation techniques: - List the defendants together—sue both the contractor and the employer (joint trial is conducive to clarifying the facts of unpaid amounts). - Organize evidence around three lines: negotiation records, guarantee certificates, invoice reconciliation, construction images, and invoice collection records.

IV. Practical suggestions and legal basis

The first step is to identify the situation: Identify illegal subcontracting and statutory breaches, evaluate the factual relationship between the contractors and the employer, and obtain evidence of their knowledge of the illegal activities. The second step is to lock in the unpaid amounts: Apply to retrieve the employer's payment records to determine the liability cap. The third step is to list the defendants: Sue both the contractors and the employer together to clarify the unpaid amounts and avoid disputes. The fourth step is to gather evidence: Link the four key pieces of evidence—negotiations, deposits, sign-offs, and performance reports—to form a comprehensive case. Legal basis: Articles 43 and 44 of the Interpretation of the Supreme People's Court on Legal Issues in the Trials of Construction Contract Disputes (I) and the adjudication rules of typical cases. Specific application shall be subject to the currently effective regulations.

5. Henglue Law Firm's Reminder

The three key points for actual constructors: Report the employer directly if there is subcontracting or illegal subcontracting, and the scope of unpaid wages is the upper limit; Determine the contractor's liability based on the actual relationship with the employer and whether the employer is aware of it, and the evidence will determine the legal path; Sue both levels of contractors together, and only after confirming the unpaid wages can there be an enforcement point. For cases involving actual constructors' debt collection, they can proceed through legal channels.Real estate transactions and construction projectsThe service provides a comprehensive solution, which includes reference materials for property investigation and execution.Creditor's rights and debts, and enforcement casesFor disputes involving the validity of contracts and settlements, they can be resolved jointly through mediationBusiness and contract disputes in enterprisesThe plates, involving unpaid wages and related issues, can be resolved through legal means.Labor arbitration and work-related injury compensationPlate consultation.

VI. Frequently Asked Questions

Q1: Who are the actual constructors?

The entities that actually engage in construction under the circumstances of subcontracting, illegal subcontracting, and borrowing qualifications do not fall into this category. Legal professional subcontractors and labor subcontractors are not included in this list.

Q2: Why can we break through the relativity of contracts?

The judicial interpretation protects the actual constructors who have invested manpower and material resources, allowing them to claim responsibilities within the scope of arrears from the employer under certain circumstances.

Q3: Can the actual constructor who is engaged in subcontracting sue the employer?

It's acceptable if the contractor forms a de facto legal relationship with the employer or if the employer is aware of the subcontracting. The Supreme Court's typical cases have established a path for direct claims.

Q4: How much will the employer only pay?

Within the limits of the project funds owed to the contractors, the portion that has been paid in full shall not be subject to repeated liability to the actual constructors.

Q5: How to list the defendants when filing a lawsuit?

Suing the contractual counterparties such as subcontractors and affiliated companies together with the employer makes it easier to jointly verify the payment facts and the amount of arrears.

The above content is based on the judicial practices 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 cases.

VII. Relevant public cases (for reference only, not handled by our firm)

The following cases are all sourced from the official websites of courts at all levels, judicial authorities, and authoritative media, and are not related to the cases handled by our firm. They are provided solely for reference in understanding relevant adjudication rules and do not constitute opinions on specific cases.

[Case Number](2019) No. 329 of the Civil Retrial Cases of the Supreme People's Court
[Trial Court]The Supreme People's Court
[Judicial Summary]Zhu * borrowed the qualifications of Zhongding Construction Company to sign a construction contract with the Ulan County Natural Resources Bureau and organized the construction. After the project was completed and accepted, he sued to claim the project payment. The Supreme Court held in the retrial that under the circumstances of being attached, the provisions of the judicial interpretation on the right of the actual constructor to directly claim rights do not apply to the party being attached; the party being attached lacks the true intention to sign a contract with the employer, and there is no substantial legal relationship between them; the actual constructor and the employer form a de facto legal relationship in the process of concluding and performing the contract, and have the right to directly claim the project payment from the employer. The judgment revoked the judgments of the first and second instance, and the employer, the Natural Resources Bureau, shall pay the project payment to Zhu *.
[Source]The Supreme People's Court's Retrial Judgment/Liaoning Court's Website (2019-11)

[Case No.]The case number has not been made public.
[Trial Court]Typical Cases of Construction Contract Disputes Handled by the Supreme People's Court
[Judicial Summary]The dispute over the construction contract between a real estate company and a construction company and Ge *. Ge * borrowed the qualifications of a construction company to sign the construction contract. The employer collected a performance bond of 2 million yuan from Ge * and directly negotiated and signed the contract with Ge *, knowing the situation of borrowing the qualifications. The court held that the construction contract and the contract of borrowing the qualifications violated the mandatory provisions of the law and should be invalid. If the employer knew about the borrowing of the qualifications when signing the contract, the person who borrowed the qualifications can request the employer to pay a compensation for the depreciation of the value of the qualifications. The court ruled that the real estate company should pay a compensation for the depreciation of the value of the qualifications to Ge *.
[Source]The Supreme People's Court's Interpretation of the Construction Project Contracts (II) and Supporting Typical Cases, 2026-06 (2026-06)

If you are currently facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the necessary evidence, to avoid missing the statutory time limits.Legal services for the purchase and sale of real estate·Beijing Henglu Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and open adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. If you encounter disputes, please consult a practicing lawyer in time.