The owners of the 9th floor of the Beijing ONE office building did not expect that the house they bought ten years ago would be forced by the court to Huang Yifu, the original controller, due to the equity dispute between the new and old shareholders of the local company after repaying the monthly payment for ten years. In June this year, Huang Yifu handled the real estate ownership certificates of 12 houses at the real estate registration center in Tongzhou District, Beijing.
The Beijing ONE project is located on Zhongshan Street, Tongzhou District, Beijing, and consists of five residential buildings and one office building. Take the elevator up to the 9th floor of the office building, and 911 on the south side of the elevator entrance is Wang Hui's house, which is currently rented out to a company for office; 902 on the north side of the elevator entrance is Li Huihui's house, which is vacant.
There are a total of 12 houses on the 9th floor of the Beijing ONE office building, which belong to 10 owners, of which Zhang Yang and Wang Xinwen have both purchased two units. Other owners include Meng Fanbo, Liu Ying, Liu Song, Ma Guobao, Pan Hongliang and Fu Bangbao. Most of them were purchased between 2013 and 2014.
The developer of the Beijing ONE Project is Beijing Shishi Real Estate Development Co., Ltd. (hereinafter referred to as the "Shiqi Company"). The 1st to 6th floors of the office building are commercial, and the rest of the floors are office. According to the owners, in addition to the full payment of individual owners, most of the buyers on the 9th floor have made mortgage loans at Shanghai Pudong Development Bank or China Construction Bank.
The owners of the 9th floor of the Beijing ONE office building did not expect that the house they bought ten years ago would be forced by the court to Huang Yifu, the original controller, due to the equity dispute between the new and old shareholders of the local company after repaying the monthly payment for ten years. In June this year, Huang Yifu handled the real estate ownership certificates of 12 houses at the real estate registration center in Tongzhou District, Beijing.
A person from the Tongzhou District Housing and Urban-Rural Development Committee told the Economic Observer that the Shunyi District Court had forced the house on the 9th floor of the Beijing ONE office building to be enforced by the Shunyi District Court to a third party, and had previously negotiated with the Shunyi Court, but it was difficult to reverse the result within its authority.
Pan Hongliang and other owners told the Economic Observer that the company sold the 9th floor of the Beijing ONE office building to the owner, and there was a possibility that it would evade its promise to Huang Yifu. At the same time, the owners of the dispute between the new and old shareholders of the on-site company were not aware of it in advance and should not pay for this consequence.
Since 2016, the owner has repeatedly reported to the public security economic investigation department on the grounds that the company on the ground has sold more than one house and is suspected of fraud, but the case has not been filed.
Historically, owners have not been able to directly contact the on-site company. Pan Hongliang said that when the owners went to the office of the company on the ground, the staff did not admit that they were from the company on the ground. If the owner wants to connect with the local company, the government has to coordinate to meet the representative of the local company.
Bought Beijing ONE
Wang Hui is one of the early buyers of the ONE project in Beijing. On June 14, 2013, she purchased a house from the field company at a total price of 2.95 million yuan, including a down payment of 1.485 million yuan and a loan of 1.47 million yuan. On August 5 of the same year, the house was completed by the Housing and Urban-Rural Development Commission of Tongzhou District, Beijing.
On December 6, 2013, Wang Hui went through the relevant procedures for receiving the house, and paid a total of 117,000 yuan in deed tax, stamp duty, surveying and mapping fees, house registration fees, public maintenance funds and other related fees. On August 19, 2014, Shanghai Pudong Development Bank approved Wang Hui's mortgage application.
On July 17, 2013, Liu Ying purchased Room 904 of Beijing ONE Office Building, and on August 8 of the same year, the house was filed with the Tongzhou District Housing and Urban-Rural Development Commission.
On August 13, 2013, Wang Xinwen purchased two suites of Beijing ONE office buildings 908 and 909 completed the online signature filing.
On September 2, 2013, Li Huihui purchased Room 902 of the Beijing ONE office building, and signed it online with the Tongzhou District Housing and Urban-Rural Development Commission on October 5.
On December 2, 2013, Pan Hongliang signed a pre-sale contract with the on-site company, and completed the online signing and filing on January 17, 2014. Pan Hongliang told the Economic Observer that his application for a mortgage at CCB in February 2015 was approved.
On January 6, 2014, Room 912 of Beijing ONE Office Building purchased by Zhang Yang completed the online signing and filing of the pre-sale contract of commercial housing; On January 17 of the same year, Room 901 purchased by Zhang Yang completed the online signing and filing with the Tongzhou District Housing and Urban-Rural Development Commission. At the end of May of that year, both suites were put into use.
According to information from the Beijing Municipal Commission of Housing and Urban-Rural Development, the Beijing ONE office building project obtained a pre-sale permit on December 30, 2010, with a total sales area of 57,453 square meters; On April 26, 2014, it passed the completion record acceptance.
According to the owner, the Beijing ONE project was revoked shortly after obtaining the pre-sale certificate in 2010 due to many problems such as litigation and disputes, and it was not until the second half of 2013 that the official sale began. At that time, it was sold according to the area of the suite, and the unit price exceeded 30,000 yuan/square meter.
Wang Hui said that the 9th floor of the Beijing ONE office building was not sold separately, but together with other floors, but she unfortunately chose a 9-story house. It wasn't until June 2016 that she learned that in the judgment of the equity dispute over the on-site company, the Shunyi District Court awarded all the 9th floor, including her house, to Huang Yifu.
On June 1, 2016, the on-site company sent a notification letter to the owner, informing the owner of the award of the house to Huang Yifu.
Soon after receiving the notification letter, the lawyer of the field company approached the owner of the 9th floor and asked the owner to entrust the lawyer of the field company to file a third-party revocation lawsuit with the court, and the litigation costs, attorney fees and other related expenses incurred were borne by the field company. Most of the owners agreed.
The third-party revocation lawsuit lasted from 2016 to the end of 2020, from the Shunyi District Court, the Beijing Third Intermediate People's Court to the Beijing High Court, but all of them were dismissed. Mr. Pan said they didn't think they would lose their homes before, but as the lawsuits failed, the owners realized the risks of losing their homes.
In June, owners of the ONE office building in Beijing discovered that they were no longer able to obtain information about their properties from the Housing and Urban-Rural Development Commission and the Real Estate Registration Center.
At this time, Huang Yifu handled all the real estate ownership certificates of the 12 houses on the 9th floor, and the owners did not have the right to obtain information.
After the real estate title certificate was issued, Huang Yifu's lawyer began to clear the tenants on the 9th floor of the Beijing ONE office building, and the tenants of Li Huihui's house chose to quit the lease; Pan Hongliang's tenants changed their rent from annual to quarterly payments because they were worried that their houses would be taken away; Ma Guobao received a notice from the tenant to quit the lease.
Since the current debt of the field company is as high as 1.2 billion yuan, once the house is lost, the owners will not be able to get back the purchase price from the field company, and will face a situation of empty money and house.
Causes of shareholder disputes
Ten years later, the 9-storey house of Beijing ONE office building was enforced by the court to a third party due to a dispute over the equity transfer of the new and old shareholders of the company.
The company was originally a real estate development enterprise under the control of Huang Yifu, and in the 90s of the 20th century, it successively developed projects such as Dingsheng International and Hongxin Garden Phase I in Tongzhou District.
In August 2004, Huang Yifu signed a series of equity transfer agreements and equity transfer contracts with Beijing Meisheng Real Estate Development Co., Ltd. (hereinafter referred to as "Meisheng Real Estate") and the actual controller Yang Meiling, transferring the equity of the on-site company and the land and construction in progress of the project to Yang Meiling at a consideration of 65 million yuan. At present, Yang Meiling holds 90% of the shares of the company.
One of the Equity Transfer Contracts signed on August 16, 2004 stipulated: "One party (referring to Meisheng Real Estate) will hand over the 9-story house to Huang Yifu or Huang Yifu as a legal person after the completion of the Tiandi Building (tentative name) of the Hongxin Garden Community Project (Phase IV) to be built." ”
In July 2012, Huang Yifu sued Yang Meiling and others to the Shunyi District Court in the name of an equity transfer dispute, demanding that the defendant and the third-party on-site company hand over the 9th floor of the Beijing ONE office building to Huang Yifu free of charge and go through the relevant property rights registration procedures. In March 2013, the case was heard for the first time.
As to whether the 9th floor of the physical building agreed in the equity transfer contract is the 9th floor of the Beijing ONE office building, Huang Yifu believes that the 9th floor of the Beijing ONE office building is the subject matter of the contract; Yang Meiling believes that Beijing ONE office building is the second phase of the project, not the fourth phase agreed in the contract.
The case of Huang Yifu v. Yang Meiling et al. lasted from July 2012 to November 2017. On October 10, 2013, during the trial of the case, Huang Yifu applied to the Shunyi Court to revoke the third-party on-site company and add the on-site company as the defendant.
On June 5, 2014, Huang Yifu applied to the Shunyi Court for property preservation of the 9th floor of the Beijing ONE office building. However, because Huang Yifu did not submit a property guarantee, it could not be preserved. At this time, the 9th floor of the Beijing ONE office building has been sold to the owner and the online signing has been completed.
On September 23, 2014, Huang Yifu used his villa in Songzhuang, Tongzhou District, as a guarantee, and again applied to the Shunyi Court for property preservation on the 9th floor of the Beijing ONE office building. On September 26, 2014, the Shunyi Court served a notice of assistance in enforcement to the Tongzhou District Housing and Urban-Rural Development Commission.
On October 17, 2014, Beijing ONE Office completed the initial property rights registration, and the right holder was the local company.
On June 5, 2015, the Shunyi Court made a first-instance judgment in the equity transfer dispute case, requiring Yang Meiling, Shidi Company and other defendants to pay all the houses on the 9th floor of Beijing ONE Office Building to Huang Yifu free of charge, and transfer the ownership to Huang Yifu's name.
Yang Meiling and the company appealed to the Beijing Third Intermediate People's Court on August 4, 2015. On December 31, 2015, the Beijing Third Intermediate People's Court rendered Judgment No. 10150, rejecting the appeal of Yang Meiling and the company and upholding the first-instance judgment.
Yang Meiling and the on-site company were not satisfied and applied to the Beijing Municipal High Court for a retrial. On November 6, 2017, the Beijing Higher People's Court ruled not to review.
Enforcement
In the course of the Shunyi court's enforcement of the 9th floor of the Beijing ONE office building, a trial record from the Shunyi court shows that on September 23, 2014, the relevant personnel of the Shunyi court went to the Tongzhou District Housing and Urban-Rural Development Committee to preserve their property, but the Tongzhou District Housing and Urban-Rural Development Committee refused.
The reason given by the Tongzhou District Housing and Urban-Rural Development Committee is that the 12 houses have been sold and filed online, so the 12 houses have been purchased by the owners who have fictitious ownership, and these owners are not the defendants in this case and are not the persons subject to execution, so the court has no right to pre-seal the 12 houses.
At the trial on September 26, 2014, the Shunyi District Court informed Huang Yifu of the refusal of the Tongzhou District Housing and Urban-Rural Development Commission to assist in the seizure, and told Huang Yifu that if he continued to preserve the 12 houses, he might face the risk of incorrect preservation or even failure to enforce them. However, Huang Yifu insisted on property preservation.
On the same day, the Shunyi District Court served a notice of assistance in compulsory enforcement to the Tongzhou District Housing and Urban-Rural Development Committee, but the Economic Observer did not obtain accurate information on whether the Tongzhou District Housing and Urban-Rural Development Committee assisted in enforcement. A number of lawyers told the Economic Observer that as long as the court serves a notice of assistance in enforcement, the government administration must cooperate with the enforcement even if it has objections.
Pan Hongliang told the Economic Observer that in 2018, the Beijing ONE project began to apply for real estate certificates, but they were unable to apply for real estate certificates because the 9th floor of the office building was frozen by the court.
In response to the Shunyi Court's enforcement of the house on the 9th floor of the Beijing ONE office building that had been signed and filed online to Huang Yifu, Li Huihui and other owners filed an enforcement objection with the Shunyi District Court. On June 22, 2016, the Shunyi Court ruled to reject the owner's objection on the grounds that the judgment had taken effect and the owner's claim to the subject matter of enforcement was not established.
Pan Hongliang said that after the ruling was issued, they should have filed a lawsuit with the court related to the claim of the house involved in the case, but because they did not understand the law, they missed the best opportunity. When analyzing the case, many lawyers of the owner expressed regret that this was an opportunity to keep the house.
At that time, the owners chose to file a lawsuit for revocation by a third party. It mainly focuses on the No. 10150 judgment of the Beijing Third Intermediate People's Court on the equity transfer dispute between Huang Yifu and Yang Meiling.
The No. 10150 judgment of the Beijing Third Intermediate People's Court held that, on the one hand, although the house involved in the case showed that it had been pre-sold and had been filed online by online signature, it had not been transferred to the name of the owner of the house, and the online filing of online signature did not have the effect of publicizing the change in property rights, so the disputed house did not have a change in property rights; On the other hand, Huang Yifu obtained the claim against the disputed house based on the Share Transfer Contract dated 16 August 2004, and Huang Yifu's rights were superior to that of the owner of the house, so the sale and purchase contract between the company and the owner and the current performance status did not affect Huang Yifu's claim.
In July 2016, nine owners, including Wang Hui and Pan Hongliang, filed a third-party revocation lawsuit with the Beijing Third Intermediate People's Court.
On December 28, 2017, the Beijing Third Intermediate People's Court rejected the third-party revocation lawsuit filed by Wang Hui and other owners, on the grounds that Case No. 10150 was an equity transfer dispute, and the home-buying owner was not a party to the litigation, so the failure to add the home-buying owner as a party did not violate the provisions of the law and the procedure was lawful. Therefore, the court held that the third-party revocation lawsuit filed by Wang Hui was not suitable for the subject matter and rejected it.
The owners continued to file a retrial with the Beijing High Court. On August 31, 2018, the Beijing Higher People's Court ruled that Wang Hui and other owners had the right to file a revocation lawsuit as a third party with independent claims. On January 22, 2019, the Third Intermediate People's Court of Beijing officially filed the case.
In February 2019, Huang Yifu passed away, and his rights were inherited by his widow Kong Xiuzhi and their children Huang Xin and Huang Yue.
On December 31, 2019, the Beijing Third Intermediate People's Court rejected the third-party revocation lawsuit filed by the owners, on the grounds that the No. 10150 judgment did not harm the legitimate rights and interests of Wang Hui and other owners, so the third-party revocation lawsuit was not supported.
In January 2020, Wang Hui and other owners appealed to the Beijing High Court. On December 31, 2020, the Beijing High Court rejected the owner's appeal. This time it was final.
Responsibility on the ground
The Beijing High Court dismissed Wang Hui and other owners on two grounds.
First, Huang Yifu's rights to the house in question originated from the share transfer contract signed in August 2004, and the owners signed it online around 2013 and 2014, so Huang Yifu obtained the creditor's rights in the house before the owner, and there is no evidence to show that the content of the Judgment No. 10150 is false.
Second, during the trial of the Shunyi court, it was stated that Yang Meiling and the on-site company were prohibited from disposing of the house involved in the lawsuit in any form before the conclusion of the trial. The on-site company still sold the disputed house after the court's explanation, and obtained the benefits of payment by a number of buyers, including Wang Hui and Pan Hongliang, and there was a situation of malicious disposal.
It was for these two reasons that the court held that it was not improper for the court of first instance not to support the owner's claim.
The trial records show that the so-called clarification of the Shunyi court during the trial refers to the fact that on February 18, 2014, during the third trial of the equity dispute case between Huang Yifu and Yang Meiling, the judge clearly informed the on-site company that the assets involved in the case shall not be disposed of in any form before the conclusion of the case.
According to the online signature filing information obtained by the Economic Observer from some property owners, Wang Hui, Liu Ying, Wang Xinwen, Li Huihui, Pan Hongliang, Zhang Yang, Fu Bangbao and other owners purchased 9 suites online signed earlier than the time specified by the Shunyi District Court.
The owners of the other three houses on the 9th floor of the ONE office building in Beijing said that their online signing date was earlier than February 18, 2014, but the Economic Observer did not see the specific online signing documents.
In other words, when the Shunyi court clearly told the on-site company not to dispose of the property in question, the houses purchased by most of the owners on the 9th floor of the Beijing ONE office building had already completed the filing, so the owners generally believed that the relevant court did not have sufficient grounds for rejecting the owner's third-party revocation of the lawsuit on this basis.
Pan Hongliang said that although the equity transfer agreement between Huang Yifu and Yang Meiling was signed earlier than the time when the owner signed the online record, as a buyer, he was not aware of the agreement between Yang Meiling and Huang Yifu about the house involved in the case. If our house is the property involved in the case, why can we still sign online for the record, and even apply for a mortgage loan in 2015.
The Economic Observer consulted a number of real estate developers and relevant professional lawyers on whether the online signature filing has property rights, and from a legal point of view, the online signature filing cannot protect the rights and interests of home buyers at the legal level. Buyers who want to lock in the ownership of the house without transfer need to register in advance.
Advance registration is a kind of certificate for buyers to show their ownership of the house after the online signature and before obtaining the real estate certificate, and the general period is 90 days, and you can apply again after the expiration. The advance notice of the house is registered in the name of the buyer, and the ownership of the house cannot be transferred without the consent of the buyer.
The regional head of a leading enterprise told the Economic Observer that in the process of real estate project development and sales, advance notice registration is generally only done at the developer level, and most real estate projects will not do advance registration for buyers.
He said that if the house is sold to a buyer, but the property right is still registered in the name of the developer, it is not easy for the creditor to enforce the house, and the court will not support enforcement for the sake of the public's interests; Even if the court seals the house, the housing and urban-rural development department will come forward to negotiate to lift the seizure.
On the morning of July 17, 2024, under the auspices of the Tongzhou District Housing and Urban-Rural Development Commission, the owner of the 9th floor of Beijing ONE office building met with the relevant representatives of the on-site company to negotiate to solve the problem.
The representatives of the on-site company were Yang Lei and Hao Wei, and Yang Lei claimed that he was not the management of the on-site company, but was only entrusted to deal with the follow-up matters of the Beijing ONE project; Hao Wei is the property manager of the Beijing ONE project. According to the owner, since the dispute, Yang Meiling, the actual controller of the company on the ground, has not shown up.
According to the owner, in the summer of 2021, under the leadership of the Beijing Municipal Commission of Housing and Urban-Rural Development, the Tongzhou District Commission of Housing and Urban-Rural Development tried to mediate, and representatives of the company on the ground, Kong Xiuzhi and the owner all attended the meeting. At that time, Kong Xiuzhi proposed that considering the reality of the owner's purchase of the house, if the on-site company compensated her 30 million yuan, she could give up tracing 12 properties, but the on-site company refused. (The Economic Observer)