[Direct answer]In the Beijing area, if the developer or operator fails to fulfill the promised rental returns under the "sale-after-rental" model, and this constitutes a breach of contract, the buyer may claim to terminate the contract, return the purchase price, and seek compensation for losses according to the contract. The triggering points of the right to terminate the contract (the period and number of overdue rent payments, and the continuous vacancy of the mall) are compared with the penalty clause article by article, serving as the basis for deciding whether to withdraw or not. Two special reminders: shops in the pre-sale stage are prohibited from being sold under the "sale-after-rental" model, and the illegal fund-raising of "return-of-capital sales plus guaranteed returns" may become a basis for claiming invalidation or revocation. In such cases, it is advisable to prioritize a combination strategy of criminal reporting and representative litigation to avoid acting alone.

I. Problem Background and Typical Scenarios

Before the mall opened, the rent was paid monthly for the first three years. After three years, the rent was suspended and the mall was left vacant for more than half of the time. The operating company dismissed all owners with a notice of "operational difficulties". Some owners wanted to withdraw their shops, but the developer said, "You signed a delegated management agreement, and you should bear the operational risks yourself". After-sales rental used to be a sales model that was explicitly restricted, but now it is still popular under different guises (asset management, unified operation, annualized return). The path of protecting rights after the suspension of returns needs to be systematically sorted out.

II. Key points of dispute

First, the effectiveness of the purchase contract and the entrusted operation contract are interrelated. Second, the triggering and exercise of the right of rescission. Third, the impact of illegal after-sales leasing on the effectiveness. Fourth, the collective strategy of the crowd-involving model.

III. Professional analysis by Henglue Law Firm

The first layer involves reviewing the relationship between the two contracts: After-sales leasing is typically composed of a "Commercial Housing Sales Contract" and a "Trust Management/Leasing Contract" — the purchase contract governs the sales relationship, while the management contract governs rental returns. For defaulted rent payments, first review the breach clauses of the management contract (termination rights for late payments over a certain number of installments or deadlines, and calculation of breach penalties), and simultaneously examine whether the two contracts are bundled (if the rental commitment is written into the purchase contract or promotional materials, it can be treated as a breach of contract as a whole). Promotional claims such as "8% annualized return over 10 years" can also serve as a basis for breach of contract claims if they constitute contractual content or offers. The second layer focuses on pathways for termination and refunds: According to Article 563 of the Civil Code of the People's Republic of China, if the other party fails to perform the main obligation within a reasonable time after being reminded, or breaches the contract fundamentally, the contract can be terminated. Defaulted rent payments constitute a breach of the management contract, but whether this is sufficient to terminate the purchase contract depends on the interconnectedness of the two contracts and their contractual purpose (whether the investment return objective is thwarted or the commercial property can be used normally). Possible claims include terminating the purchase contract and returning the purchase price and interest, paying breach penalties, and seeking compensation for losses. If the recourse is blocked (e.g., the commercial property has been delivered or the management company has gone missing), the focus shifts to breach compensation and continued pursuit of rent payments. The third layer addresses the legal validity of irregular sales models: Article 11 of the "Measures for the Management of Commercial Housing Sales" explicitly prohibits real estate developers from selling uncompleted commercial housing through after-sales leasing or disguised after-sales leasing schemes. For pre-sale stage leasing, the illegal sales fact can serve as a basis for claiming contract invalidity, requiring transaction adjustments, or seeking administrative penalties. For completed commercial property sales, such leasing schemes are not prohibited, with the focus shifting back to contract breach. The fourth layer emphasizes collective strategies for addressing collective risks: Models featuring "capital return sales + guaranteed returns" that solicit funds from the general public may constitute illegal public fund-raising. If multiple owners of the same project are harmed, funding pool operations, or promises of guaranteed returns are identified, timely report the case to the lead department for handling illegal fund-raising or file a criminal case. Criminal recovery and restitution typically prioritize repayment over individual civil litigation. In individual cases, the first step is always to sort through contracts and payment records: purchase contracts, management contracts, rental payment records, and promotional materials. Only with all four documents in hand can a strategy be developed.

IV. Practical Suggestions and Legal Basis

The first step is to review the two contracts and the rental payment records, and identify the breach of contract clauses and the trigger points for termination. The second step is to issue a written notice to the operator to fulfill the contractual obligations and retain the delivery receipts. The third step is to exercise the right of termination in accordance with the conditions for termination and claim restitution and compensation. The fourth step is to evaluate the characteristics of the case involving multiple parties, report the case to the police, and implement collective strategies, while simultaneously applying for property preservation. Main legal basis: Articles 563, 577, and 585 of the Civil Code of the People's Republic of China; Article 11 of the "Measures for the Administration of the Sale of Commercial Housing" (Decree No. 88 of the Ministry of Construction); specific applications shall be subject to the currently effective regulations.

5. Henglue Law Firm's Reminder

Three key points of after-sales leaseback: First, check the contract's termination trigger point to determine whether the return or supply cutoff applies. Next, send a formal notice with evidence before taking legal action. Second, pre-sale leaseback is inherently illegal. Don't waste time on legal remedies that lack effective enforcement mechanisms. Third, for collective investment models, prioritize criminal reporting and asset preservation. Attempting to resolve disputes alone will only lead to greater losses. For those involved in commercial property investment disputes, they can seek legal help through the following channels:Property sales and construction projectsThe service obtains an overall solution, which involves the combination of contract termination and breach of contract penaltiesBusiness and contract disputes in enterprisesFor plates involving stakeholder-related fund risks, you can refer to the following for reference\nFinancial capital and cross-border transactions involving foreign entitiesFor those interested in the connection between criminal reporting and follow-up procedures, you can pay attention to this columnCriminal defense and criminal case filingIn this field, it's understandable that collective action plans are needed.Special services.

VI. Frequently Asked Questions

Q1: How many consecutive missed rent payments are required to terminate the contract?

Check the triggering conditions for termination stipulated in the operating contract (such as consecutive non-payment for three periods or cumulative non-payment reaching a certain amount); if there is no clear stipulation, the contract may be terminated according to the Civil Code if the other party still fails to perform the obligations within a reasonable period after being reminded.

Q2: Can I get a refund for the purchase price or the rental fee?

For those who terminate the purchase contract, they may claim the return of the purchase price and interest, and compensation for losses; for those who only terminate the operating contract, they may claim the unpaid rent and the breach of contract damages — the two can be chosen separately or combined, depending on the contractual relationship and the purpose of the contract.

Q3: If the operating company has no assets left, can they still approach the developer for help?

We need to determine whether the two companies have merged into one entity (with their finances, personnel, and offices integrated), and whether the developer has provided guarantees for the operational commitments. If there is such merger, the developer can be added as a defendant in the lawsuit, and the key point here is to provide evidence to support this claim.

Q4: Everyone is fighting for their rights. Should I do it alone or join the group effort?

Stakeholder-driven project priority collective action - collectively entrusting to control costs, representative litigation to improve efficiency, and unified preservation to lock in assets; if a fund pool and a rigid return commitment are discovered, criminal reporting is the priority option.

Q5: Can the original sales advertisements be used as evidence?

Yes. If the explanations and promises that have a significant impact on housing prices and returns are specific and clear, they constitute an offer, and even if they are not included in the contract, they are still considered part of the contract—brochures, model descriptions, and recorded sales pitches can all serve as evidence.

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 about specific situations.

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 limit. →Legal services for real estate transactions·Beijing Henglue 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. In case of disputes, please consult a practicing lawyer in time.