Classic case study
Case 1: Li is the manager of a machinery company, during the negotiation of cooperation projects with an aluminum factory, to visit the factory. When Li is visiting a workshop, an explosion suddenly occurred, resulting in serious disability, hospitalized, spending a number of medical expenses. Li mou to an aluminum factory claim, an aluminum factory in accordance with Li mou disability compensation. An aluminum plant compensation, that caused the accident of the high-pressure valve is the plant to a leasing company through the conclusion of a financial leasing contract leased part of the equipment. As a result, an aluminum plant claimed that the leased property was defective and caused a serious accident. It sued the court, demanding the leasing company to bear the liability. After hearing, the court found the following facts:
(1) the cause of the accident was caused by the loosening of a high-pressure gas valve in the workshop
; (2) the high-pressure gas valve was a part of the equipment rented by a certain aluminum factory from a leasing company through financial leasing, and the leased object was selected and determined by a certain aluminum factory's own seller;
(3) the loosening of the high-pressure valve was not a leased object's It was caused by the lessee's misuse of the equipment. Q: How should the court deal with the case after realizing the facts? Why?
Analysis: this is a financial leasing contract, the rights and obligations of the parties, financial leasing and general operating leases are different, general operating leases only involves two parties, the leased property caused by the lessor to bear the damage; financial leasing involves three parties, financial leases are generally required to be a legal person, financial leases of the leased property caused by the lessee to bear the damage to the lessor does not bear the responsibility. bear responsibility.
Case 2: in 1992, a radio factory in Shanghai used international financial leasing, guaranteed by the bank of China Shanghai branch, from Japan mitsubishi group leased into a set of new tape player head production line. Purchase of the production line together with the technology royalties *** amounted to 200 million yen. Both parties agreed in the lease contract that the lease term would be five years, starting from the second year, the rent would be paid once every six months, and the rent would include nine installments of price, loan interest and leasing fee. Rental payments are made on a product return basis. At the end of the lease term, the ownership of the equipment was transferred to a radio factory in Shanghai at a symbolic price of 100 yen. As a result of Shanghai a radio factory successfully completed the obligations agreed in the lease contract, and finally in five years after the expiration of the lease period, the radio factory to the Japan Mitsubishi Group paid a symbolic 100 yen, after obtaining the set of tape player head production line of ownership. Q: 1. What is a financial lease? 2. What is special about the financial lease contract in this case?
Analysis: Financial Lease Contract
1. The so-called financial lease refers to the act of purchasing the leased object in the name of the lessor and leasing it to the lessee according to the lessee's choice after the lessor has financed the funds. Therefore, financial leasing is a leasing transaction with the double function of financing and financing, which involves the lessor, the lessee and the supplier of the three parties, and consists of two or more contracts, such as the sale contract and the lease contract.
2. The special feature of this case is that the lessor, Mitsubishi Group itself is a new tape player head production line manufacturers, it is both the lessor and the supplier. Therefore, the contract stipulates that after the expiration of the lease period and the lessee's payment of full rent, the radio broad can obtain the ownership of the set of playback tape head production line by paying only a symbolic price. China international trust investment company and shaoxing textile group company and other financial leasing contract disputes, a case
Appellant (plaintiff): China international trust investment company
Appellee (defendant): shaoxing textile group company
Appellees (defendants): shaoxing commercial bank
Appellees (trial defendant): shaoxing financial development company
Case: financial leasing contract dispute
The trial plaintiff claimed that on March 20, 1995, China international trust and investment company (hereinafter referred to as CITIC) in Beijing and shaoxing textile group company (hereinafter referred to as the textile company) signed a leaseback purchase contract, agreed that: the CITIC to the textile company to buy the POY partial On the same day, CITIC and Textile Company, Shaoxing Commercial Bank (hereinafter referred to as the Commercial Bank), Shaoxing Finance Development Company (hereinafter referred to as the Finance Company) entered into a financial leasing contract in Beijing based on the Purchase Contract, which stipulated that: CITIC was the lessor, Textile Company was the lessee, and the Commercial Bank and the Finance Company were the guarantors; the currency of rent was in US dollars; the leased property was the same as that of the goods in the Purchase Contract, and its The actual cost includes all the expenses incurred by the investment company for purchasing and delivering the leased goods to the textile company up to the effective date of the contract, and the amount is the same as the total price of the leased goods in the purchase contract; the rent is payable in six installments; the term of the lease is 36 months, i.e., from March 20, 1995 to March 20, 1998; if the textile company fails to perform its obligations according to the provisions of the contract, in addition to its right to recover the leased goods, the investment company shall pay the lease for the period of delayed payment. The textile company shall pay the late penalty interest at 120% of the three-month floating loan interest rate of one to three years announced by the Bank of China during the period of delayed payment, calculated by compounding; the commercial bank and the finance company undertook to undertake 50% joint and several liability for all the rents, interests, penalties and other expenses under the contract on behalf of the liquidation of the company. After the signing of the contract, Textile Company sent CITIC Company a notice of payment for the goods on March 20, 1995, a copy of the invoice issued by the supplier in respect of the contracted goods and a signed receipt for the leased objects. On March 28, 1995, CITIC paid the entire purchase price to Textile. In addition to paying the rent of $138,000, Textile Company has not yet paid the rest of the rent, which, as of July 31, 1998*** amounted to $212,563.69 USD. CITIC has repeatedly demanded unsuccessfully, so the court ordered the three defendants to repay the principal and interest of the rent, delayed interest to July 31, 1998 *** counted 2122563.69 U.S. dollars and interest on the rent from June 20, 1998 to the actual date of payment, and bear all the costs of litigation and related costs.
The trial defendant, Textile Company, did not dispute the facts and requests of CITIC's lawsuit.
The trial defendant commercial bank argued, on March 20, 1995, catic company and textile company signed a financial lease contract, shaoxing city, Yuecheng cooperative bank (hereinafter referred to as Yuecheng bank) stamped on the contract, undertook to pay the textile company should be paid to the catic company within the scope of the 50% of the total rent and fees to bear the joint and several guarantee responsibility. At the time of the opening of the commercial bank, Vietcheng Bank had been automatically dissolved, so CITIC's lawsuit against Vietcheng Bank did not comply with the provisions of the Civil Procedure Law and should be dismissed according to the law. Throughout all the attachments provided by CITIC company when suing, it is not difficult to find that the lessee textile company does not have the leasing contract referred to in the leasing object, leasing object ownership from the invoice of the leaseback contract should belong to zhejiang bao yue chemical fiber limited company (hereinafter referred to as the bao yue company) rather than the textile company, therefore, the whole process of the transaction between CITIC company and textile company only have the funds but not the object, it is named as the financial leasing in fact for the borrowing behavior, it is the lessor in order to compete with the higher price. It was a false contract signed between the lessor and the lessee for the purpose of obtaining a higher interest rate. The textile company knows that the ownership of the object is not attributable to itself, still in the name of the owner of the object to deceive the guarantor, the guarantor of the bank is not aware of the truth, commitment to assume the responsibility of guarantee is contrary to the true meaning of their own expression, so the guarantee contract is invalid, the guarantor does not bear responsibility. In accordance with the "zhejiang province financial leasing management provisional provisions" and the law, catic company on its own on the performance of the contract is not in force, also has nothing to do with the guarantee unit, the resulting responsibility should not be borne by the commercial bank.
The defendant finance company argued, CITIC and the textile company signed a contract called financial leasing is actually borrowing, the contract is invalid, the guarantee contract is also invalid.
The trial court found that, on March 20, 1995, CITIC and textile company signed a leaseback purchase contract, the main content is: CITIC at the request of the textile company, the textile company to buy POY bias filament production equipment (hereinafter referred to as the contract goods) and leased to the textile company, the textile company for the purpose of leasing back to the textile company to sell the above contract goods, the total price of 171 contract goods, the contract goods, the contract price of 171 contract goods, the contract price of 171 contract goods, the contract price of 171 contract goods. The total price of the contractual goods was US$1.71 million; Textile Company shall deliver all the contractual goods to CITIC Company within 90 days after the effective date of the contract, and the ownership of the contractual goods shall be fully transferred from Textile Company to CITIC Company as of the effective date of the contract; CITIC Company has received a copy of the invoice of the relevant contractual goods issued by the supplier provided by Textile Company, the receipt of the leased items signed by Textile Company, the letter of notification of the textile company requesting for the payment of the contractual goods and a letter of notification from Textile Company requesting the payment of the contractual goods. CITIC received a copy of the invoice provided by the supplier of the contract goods, the receipt of the leased object signed by Textile Company, the notification letter of Textile Company requesting the payment of the contract goods and remitted the payment to Textile Company within 10 days after the contract came into effect. On the same day, CITIC and Textile Company, Bank of Yuecheng and Finance Company signed a financial leasing contract, which stipulated the leased objects, leasing date, rent and rent payment, delivery of leased objects, violation of the contract, and guarantee, etc. The guarantee clause was: if Textile Company signed the invoice of the leased objects, it would not be able to pay the payment for the contract goods. The guarantee clause was that if the textile company failed to repay the rent, interest, penalty and other charges as stipulated in the contract, Vietcheng Bank and the finance company were jointly and severally liable for 50% of the repayment on behalf of the company. On the same day, CITIC issued a copy of the invoice for the contract goods purchased from Bao Yue, a receipt for the leased goods and a letter of notification requesting CITIC to pay for the contract goods, and on March 28, 1995, CITIC wired US$165,870 to Bao Yue in accordance with CITIC's instructions in the letter of notification requesting payment for the contract goods. Thereafter, Textile paid CITIC * * * $138,000 in rent. It was also ascertained that: on December 6, 1996, approved by the Shaoxing Municipal People's Government, nine credit cooperatives, including Yuecheng Bank, were included in the scope of formation of Shaoxing City Cooperative Bank. on November 27, 1997, the People's Bank of China approved the Zhejiang Provincial Branch, agreeing to the opening of Shaoxing City Cooperative Bank, and nine credit cooperatives, including Yuecheng Bank, were dissolved at the same time and became branches of Shaoxing City Cooperative Bank. On May 14, 1998, with the approval of the Shaoxing Branch of the People's Bank of China, Shaoxing City Cooperative Bank changed its name to Commercial Bank. In the trial court, the textile company and CITIC company confirmed that the actual use of the contract goods for the Bao Yue company; the textile company confirmed that it is not the owner of the contract goods. CITIC claimed that the textile company is the owner of the contract goods, but failed to adduce appropriate evidence.
The trial court ruled that, firstly, the leaseback purchase contract signed by Textile Company with CITIC Company on March 20, 1995, and the financial lease contract signed with CITIC Company, Bank of Vietnam, and Finance Company were invalid; secondly, Textile Company returned US$1,658,700 to CITIC Company within ten days after the judgment came into effect; thirdly, Textile Company compensated CITIC Company for occupying US$1,658,000 within ten days after the judgment came into effect; thirdly, Textile Company compensated CITIC Company for occupying US$1,658,000 within ten days after the judgment came into effect. The textile company shall compensate CITIC Company within ten days after the effective date of the judgment for the loss of interest on the occupation of one million six hundred and sixty-five thousand eight hundred and seventy-five US dollars (calculated at the interest rate of one-year US dollar deposits for the same period as announced by the Bank of China, from which the one hundred and thirty-eight thousand US dollars already paid in the form of rent is deducted from the interest rate from March 28th, 1995 to the date of the payment of the sum of money); Fourthly, CITIC Company's other litigation demands are rejected.
The appellant appealed against the judgment of the first instance, claiming that, firstly, Bao Yue Company is one of the group members of the textile company, and its assets are an integral part of the textile company's property, and the textile company enjoys both the ownership right and de facto control over the subject matter of the contract; secondly, the "Leaseback Purchase Contract" and the "Financial Leasing Contract" did not circumvent the state laws and regulations; thirdly, the Bank of Yuecheng and the finance company issued a guarantee for the textile company did not violate its obligations under the law. Third, Bank of Vietnam and Finance Company issued guarantee for the textile company did not violate its true intention, so the Leaseback Purchase Contract and the Financial Lease Contract are valid.
The court of second instance ascertained and found that, except for the dispute over the ownership of the contracted goods, there was no objection to the other facts found by the court of first instance. In the course of the second trial, in response to the focus of the second trial, CITIC submitted the articles of association of the textile company and the textile company's state-owned assets credit verification certificate, in order to claim that the textile company has the right of ownership and possession of the contract goods. Articles 4 and 5 of the articles of association of the Textile Company determined that Bao Yue Company was a member of the Textile Company, and that member enterprises were fully invested with existing assets, subject to the 1993 annual statement. Article 28 determines that the Textile Company and the member enterprises shall implement a two-tier accounting system, and the Textile Company may implement centralized use or unified deployment of the funds retained by the member enterprises. The textile company's credit verification certificate of state-owned assets recorded that the textile company's paid-in capital included all of Bao Viet's capital. The commercial bank provided the invoice of the goods imported by Bao Yue and the certificate of tax exemption of the goods, which showed that the goods were imported tax-free and under the supervision of the customs, and the contract goods had not been declared for customs clearance at the time when the textile company issued the receipt of leased objects to CITIC. In addition, CITIC and the textile company also signed a mortgage contract, but has not claimed the exercise of the mortgage.
Second, the judgment
The trial court ruled that the textile company did not actually possess the subject matter of the contract with the CITIC company to sign a leaseback contract, in violation of national laws and regulations, the contract should be recognized as invalid; because of the invalidity of the leaseback contract, the financial leasing contract is also invalid. In this regard, the textile company and CITIC company are at fault, each should bear the corresponding civil liability. The Textile Company should return the goods under the leaseback purchase contract to CITIC Company and compensate for the loss of interest during the period of occupancy of the money, which was offset by the payment to CITIC Company in the form of rent. Yue Cheng Bank and Finance Company provided guarantee for the Textile Company in violation of its true meaning, and the financial lease contract was not actually performed, so the Commercial Bank and Finance Company were not liable. In accordance with Article 4 of the General Principles of the Civil Law of the People's Republic of China, Article 58(1)(3) and (2), Article 61(1), Article 134(1)(4) and (8), and Article 6(3) of the Provisions of the Supreme People's Court on Several Issues on the Trial of Disputes over Financial Leasing Contracts, it was adjudicated that: 1. The leaseback purchase contract signed between the Textile Company and CITIC Company on March 20, 1995 was not fulfilled, so the Commercial Bank and the Finance Company were not liable. The Leaseback Purchase Contract signed between Textile Company and CITIC Company on March 20, 1995, and the Financial Lease Contract signed with CITIC Company, Yuecheng Bank and Finance Company were invalid; 2. Textile Company returned USD 1,658,700 to CITIC Company within ten days after the judgment became effective; 3. Textile Company compensated CITIC Company for the loss of interest on the occupancy of USD 1,658,700 (from March 28, 1995 to the date of payment of the sum of USD 1,658,700) within ten days after the judgment became effective. From March 28, 1995 to the date of payment, calculated at the interest rate of the Bank of China for the same period of one-year unit of U.S. dollar deposits, from which the US$138,000 paid in the form of rent was deducted); Fourth, CITIC's other claims were rejected.
The court of second instance ruled that the subject matter of this case is not the property of the textile company, and the goods are under customs supervision, without the customs approval and payment of customs duties shall not be transferred, CITIC only obtained a copy of the invoice of the goods according to the agreement, and did not and could not obtain the ownership of the leased goods, so the court of first instance found that all parties to the "Leaseback Purchase Contract" and "Financial Leasing Contract" is invalid is correct, the court of first instance found that for the contract and "Financial Leasing Contract" is invalid, the court of first instance found that for the contract is invalid. Therefore, the trial court found that the Leaseback Purchase Contract and the Financial Leasing Contract signed by the parties were invalid was correct. Textile Company should return the money obtained from CITIC Company according to the invalid contract and pay the interest during the period of occupying the money. CITIC can not prove for the financial leasing contract to provide security for the bank and finance company know that the contract is invalid, or invalid contract is at fault, so the commercial banks and finance companies should not be liable. CITIC's other grounds of appeal were also untenable. Yuecheng Bank and Finance Company provided guarantee for the textile company in violation of its true meaning, and the financial lease contract was not actually performed, so the commercial bank and finance company should not be held liable. The judgment of the trial court is correct and should be upheld. In accordance with the "Chinese people's *** and national civil procedure law" article 153, paragraph 1 (a) of the provisions of the judgment: reject the appeal, affirm the original judgment.
Third, comment
1. the nature of the dispute is: the seller of the leased goods under the financial leasing contract and the lessee for the same subject, the lessor did not actually obtain the ownership of the leased goods with the lessee to sign a leaseback purchase contract and financial leasing contract, in the lessor to fulfill the obligation of payment, the lessee refused to pay the rent, the guarantor refused to assume the obligation of guarantee and economic disputes caused by the contract, the lessee refused to pay rent. The case of economic disputes arising from the guarantor's refusal to undertake the guarantee obligation.
2. CITIC and the textile company signed a leaseback purchase contract, but the goods under the contract were subject to customs supervision, and the textile company's act of transferring its ownership to CITIC through the contract was in violation of the law, and it was not possible to transfer the ownership of the goods to CITIC, so that the leaseback purchase contract should be recognized as invalid.
3. In this case, the leaseback purchase contract is invalid, CITIC only obtained a copy of the invoice of the goods, did not actually obtain the ownership of the leased goods, the textile company also did not actually occupy, use the leased goods, so the subject of the financial leasing contract of the leased goods in fact does not exist, the parties only carry out the financial transactions, the financial leasing contract should be recognized as an invalid contract. For the invalidity of the contract, CITIC and the textile company is at fault.
4. In this case, the financial leasing contract of the guarantor of the bank in the signing of the guarantee contract after the loss of subjective qualifications, and into the commercial banks, its rights and obligations by the commercial banks continue to bear.
5. The guarantor in this case, the commercial bank and the finance company did not know that the lessor did not obtain the ownership of the leased property, the signed guarantee contract is contrary to its true meaning, the guarantee contract should be recognized as invalid, the commercial bank and the finance company do not need to bear the guarantee obligation.
Specific to the case, the supplier and the lessee are textile company, according to the leaseback purchase contract and financial leasing contract signed by the two parties, the textile company first sold the goods in its name to CITIC, to obtain a financing funds, and then leased the sold goods, according to the agreement to pay rent to CITIC in installments. China's "general principles of civil law", "contract law" and other civil laws and regulations do not prohibit the parties to use this way of financing funds, in civil legal relations, the law does not prohibit, will be regarded as permission. However, the special feature of this case is that the goods claimed by the supplier and lessee, Textile Company, were in fact under customs supervision, and could not be transferred without the approval of the customs and payment of customs duty, which led to the invalidation of the leaseback contract for the purpose of transferring the ownership of the goods, and CITIC Company, the buyer and lessor, did not and could not obtain the ownership of the goods. The financial leasing contract in this case is to lease the goods under the leaseback purchase contract as the subject matter of the lease, but the lessor CITIC Company neither obtained the ownership of the leased goods, the lessee textile company also did not actually occupy, use the leased goods, that is to say, the leased goods under the financial leasing contract did not actually appear in the parties to the financial leasing relationship, and may not appear. Losing the subject matter, the financial leasing contract also has no basis for existence, so the contract should be recognized as invalid. CITIC and the Textile Company are at fault for the invalidity of the two contracts and should each bear the corresponding civil liability. In this case, there is no evidence to show that the guarantor commercial banks and finance companies know that the contract is invalid or invalid contract is at fault, it should be recognized that the act of providing security is in violation of the true meaning of the case, can no longer bear the responsibility of guarantee.