Gong XX and Chen XX v. Chen XX and Zhu XX contract dispute case
-- When dealing with economic disputes between family members, the ethical factors of family affection should be taken into account
keyword
Civil Contract Disputes Family Members Economic Disputes Ethics Public Order and Good Customs
Basic facts of the case
Gong and Chen alleged: On January 1, 2008, Gong and Chen signed a cooperation agreement, stipulating that Gong and Chen would hand over shop No. 208-209 of Shanghai Glasses Wholesale Market at No. XX Road, Zhabei District, Shanghai (hereinafter referred to as "shop No. 208-209") to Chen and Zhu for operation, and that Chen and Zhu would pay Gong and Chen 155,000 yuan (the same currency below) as compensation. From January 1, 2008 to December 31, 2012, Chen and Zhu should pay a total of 775,000 yuan in compensation, but Chen and Zhu only paid 195,000 yuan, and Gong and Chen sued to demand that Chen and Zhu pay the remaining 580,000 yuan in compensation for the right to operate.
Chen and Zhu argued: At the beginning of 2004, Gong and Chen transferred shop No. 208-209 to Chen and Zhu for operation because they operated another bathhouse, and Chen and Zhu paid 50,000 yuan to Gong and Chen, but did not require Gong and Chen to issue written certificates. Since November 2004, Chen and Zhu have signed a lease contract with the market to lease shops No. 208-209 to carry out business. On November 18, 2006, Chen and Zhu re-applied for the business license of shop No. 208-209, and the registered operator was Zhu Moumou. In 2007, Gong and Chen lost money in operating bathrooms, and in order to get back the right to operate the shop, they prevented Chen and Zhu from signing a lease contract with the market. Because they had not signed a shop transfer agreement, Chen and Zhu could only be forced to sign a cooperation agreement with Gong and Chen under the mediation of the market. On April 15, 2009, the original glasses market was dismantled, and the subject matter of the cooperation agreement involved in the case no longer existed, so the cooperation agreement was terminated in advance, and the previous compensation fees Chen and Zhu had been paid in full to Gong and Chen. In May 2009, the glasses wholesale market operated by Shanghai Glasses Wholesale Market Management Co., Ltd. (hereinafter referred to as "Shanghai Company") located on the fifth floor of a commercial building at No. XX, Moling Road, Zhabei District, Shanghai, was opened, and Chen and Zhu leased and operated Shop No. 5088 and Shop No. 4100 in the market and Shop No. 208-209 were not related, so Chen and Zhu no longer had to pay compensation to Gong and Chen. In addition, even though Gong and Chen had the right to demand that Chen and Zhu pay compensation, the compensation before August 23, 2010 had exceeded the two-year statute of limitations. In summary, we do not agree with the litigation claims of Gong and Chen.
Shanghai Ye Glasses Wholesale Market Management Co., Ltd. did not appear in court to respond to the lawsuit, and when the court investigated it, it stated that No. XX on a certain road was originally the market it operated, and Gong and Chen rented shops No. 208-209 in the market to operate glasses wholesale business when the market first opened in 2001, and in order to reduce taxes, they also borrowed the name of others to apply for the business license of the shop. In 2003, Chen and Zhu went to shop No. 208-209 to help. Before 2008, they all signed shop lease contracts with Chen, and then Gong, Chen, Chen, and Zhu had a great dispute over the right to operate the shop. After several mediations, the four parties signed a cooperation agreement on 1 January 2008. In May 2009, the No. XX glasses market on a certain road ceased operation due to municipal demolition, and its lease contracts with all merchants in the market were terminated. Later, its legal representative Ye Moumou invested in the establishment of a standard company in Shanghai, and opened a new glasses wholesale market on the fifth floor of a certain commercial building, Gong Moumou and Chen Moumou obtained the lease right of the No. 5031 shop in the market, and Chen and Zhu Moumou successively obtained the lease right of the No. 5088 and No. 4100 shops in the market.
After trial, the court ascertained that since 2001, Gong Moumou and Chen Moumou had jointly operated shop No. 208-209, and Chen's son (i.e., Chen) and Gong Moumou's daughter (i.e., Zhu Moumou) had participated in the operation since 2004. On November 1, 2006, Chen and Zhu privately changed their business licenses to the name of Zhu, which caused a conflict with Gong and Chen and could not operate together. After many times of coordination between the market operator, on January 1, 2008, Gong Moumou, Chen Moumou (Party B) and Chen, Zhu Moumou (Party A) signed a cooperation agreement, the main content of the agreement is: Party B and Party A since 2001 to lease No. 208-209 shop to jointly operate glasses wholesale business, due to the needs of business development and family factors, the two sides agreed to hand over the operation of the shop to Party A is fully responsible, and the glasses market and Party A signed the "Lease Agreement" All management rights within the effective contract period belong to Party A; All expenses and debts incurred in the operation of Party A shall be solely responsible for Party A, not involving Party B; Party A must pay Party B RMB 155,000 (the same currency below) every year during the effective operation period as compensation for Party B's withdrawal from operation.
On December 1, 2008, Zhu Moumou signed a shop lease contract with a third party, stipulating that the third party would lease shop No. 208-209 to the defendant to engage in the wholesale business of glasses. In May 2009, Gong Moumou and Chen Moumou obtained the lease right of No. 5031 Commercial Building, No. XX, Moling Road, Zhabei District, Shanghai, to engage in glasses wholesale business. On September 1, 2009, Zhu Moumou signed a shop lease contract with a Shanghai standard company, stipulating that a Shanghai standard company would lease the shop No. 5088 of a certain commercial building to Zhu to engage in glasses wholesale business.
During the trial, Ge Moumou, a witness of Gong Moumou and Chen Moumou, stated: Around 2006, Chen and Zhu changed the business license of shop No. 208-209 from Chen Moumou to Zhu Moumou without the consent of Gong Moumou and Chen Moumou, which caused a contradiction, and Gong Moumou and Chen Moumou wanted to recover the right to operate the shop. At the end of 2007, the eyewear market came forward to mediate, and the four parties signed a cooperation agreement involved in the case. At the end of 2008, due to the bad business of the shop, Chen and Zhu were unwilling to pay 155,000 yuan in compensation. In March and April 2009, Zhu Moumou told the witnesses that he wanted to buy a house in the city for Gong and Chen to live in, but the property rights were registered in the names of Chen and Zhu, on the condition that Gong and Chen would no longer be paid an annual compensation of 155,000 yuan. A month later, the glasses market was relocated from a certain road to a certain commercial building, and Chen and Zhu did not mention the purchase of a house, nor did they refuse to pay compensation to Gong and Chen.
It was also ascertained that in the (2012) Hu Er Zhong Min Er (Min) Zhong Zi No. 2541 case, Gong and Chen had submitted the cooperation agreement involved in the case as evidence and required Chen and Zhu to perform their maintenance obligations.
On April 15, 2013, the Shanghai Baoshan District People's Court rendered the (2012) Bao Min Er (Shang) Chu Zi No. 1455 Civil Judgment: 1. Chen and Zhu jointly pay Gong and Chen 150,000 yuan in compensation, which shall be paid within 10 days of the effective date of this judgment; 2. The remaining litigation claims of Gong XX and Chen XX are not supported.
After the first-instance judgment was announced, Chen and Zhu appealed to the Shanghai No. 2 Intermediate People's Court against the judgment.
During the second-instance trial, appellants Chen and Zhu applied to withdraw their appeals on June 27, 2013 on the grounds that they had reached a settlement with the appellee Gong and had completed their performance, and the appellee Chen no longer claimed the rights of the case, and the Shanghai No. 2 Intermediate People's Court rendered the (2013) Hu Er Zhong Min Si (Shang) Zhong Zi No. 556 Civil Ruling on July 1, 2013, allowing Chen and Zhu to withdraw their appeals.
Grounds for the Trial
The effective judgment of the court held that the cooperation agreement at issue signed by Gong and Chen and Chen and Zhu was legal and valid, and that both parties should perform their respective obligations in accordance with the agreement. The form and structure of the Cooperation Agreement at Issue is the same as that of an agreement entered into by a general market entity, but it is different in terms of the relationship between the parties to the agreement, i.e., the parties to the agreement are close relatives. Therefore, the determination of the division and termination of the dispute in the cooperation agreement at issue is one thing, and the consideration of family ethics should not be ignored, otherwise it will be contrary to public order and good customs. Gong Moumou and Chen Moumou laid the foundation for the glasses business of No. 208-209 shop, and Chen Moumou and Zhu Moumou also devoted their efforts and contributions to the operation of the shop as the children of Gong Moumou and Chen Moumou respectively. Later, a dispute arose between the two parties over the right to operate the shop, and the cooperation agreement was the product of a mutual compromise between the plaintiff and the defendant on the dispute over the management right after mediation by an outsider. Chen and Zhu Moumou, as the party that obtained the right to operate the shop, can obtain income from the operation of the shop, and Gong Moumou and Chen Moumou gave up the right to operate and received an annual compensation of 155,000 yuan. In view of the particularity of the relationship between the two parties, the two parties have not agreed on the rights and obligations in the event of an emergency such as the change of shops. Although the glasses market no longer exists, it is obviously unfair to Gong and Chen to simply believe that Chen and Zhu do not need to continue to pay any compensation, and it is unreasonable to require Chen and Zhu to pay the compensation in full indefinitely in full in accordance with the cooperation agreement. As for the defense of the statute of limitations mentioned by the defendant, the court held that this case was an economic dispute between close relatives, and that the claims of rights between close relatives generally could not avoid non-legal factors such as feelings and face, and that they were different from the ambiguity and verbalization of other civil subjects, and that Gong and Chen had also mentioned the cooperation agreement at issue in other cases, so it was common sense for Gong and Chen to claim the right to compensation at issue from Chen and Zhu, and should be accepted, and Chen and Zhu's defense on the statute of limitations was not established.
Considering the particularity of this case, in order to make the parties to the dispute reflect more on the ethical level of family affection, the judge's afterword is attached to the judgment: "The family is the most basic unit of society, and every family member has the obligation and necessity to create a harmonious and stable family atmosphere. It is not the interests of the family that sustain each other, but the feelings of each other; It's not about taking, it's about giving; It is not a matter of taking advantage of each other, but of mutual understanding and mutual concession. The court's judgment has taken into account the relevant social and ethical considerations, but the outcome is unlikely to be satisfactory. In any case, it is hoped that all parties will not be too concerned about the gains and losses of interests, be more introspective, less careful, and rebuild harmonious family relations through their own efforts. ”
Summary of the trial
1. In the agreement signed between close relatives, the consideration cannot be measured by simple market standards, and there are bound to be emotional factors mixed in. In dealing with disputes arising from such agreements, legal judgment is one thing, and family ethics considerations should not be ignored, otherwise it will be contrary to public order and good customs.
2. In general, it is impossible to avoid non-legal factors such as feelings and face when asserting rights between close relatives, and whether it constitutes an interruption of the statute of limitations should be comprehensively determined.
Associate indexes
Articles 5, 6 and 7 of the Civil Code of the People's Republic of China (Article 4 of the General Principles of the Civil Law of the People's Republic of China, which came into force in 1987 is applicable in this case)
First instance: Shanghai Baoshan District People's Court (2012) Bao Min Er (Shang) Chu Zi No. 1455 Civil Judgment (April 15, 2013)
Second instance: Shanghai No. 2 Intermediate People's Court (2013) Hu Er Zhong Min Si (Shang) Zhong Zi No. 556 Civil Ruling (July 1, 2013)