Original Shanghai Qingpu Court Shanghai Qingpu Court included 57 cases of Qing Fa Shuo in the collection #.
Tell the story of the rule of law and spread the voice of the rule of law. The official WeChat of Qingpu Court in Shanghai launched the column "Talking about Cases of Youth Law", focusing on the people’s livelihood, choosing cases around them, telling stories about the rule of law that happened around the people in popular and vivid language, and explaining the law to the society.
Haven’t even seen each other.
Online direct payment order
The goods have been received
The last payment was "not heard from"
Continuous urging of the other company
The other party said that he was only paying for it.
Don’t, the wrong defendant?
(The names involved in this article are all pseudonyms.)
In October 2020, Wang Liang met Han Feng through a friend’s introduction. Wang Liang is the legal representative of Liangliang Clothing Company. Han Feng proposed to Wang Liang through WeChat that he wanted to purchase a batch of cloth from Liangliang Clothing Company. Wang Liang sent two pieces of sample cloth to Han Feng, and said that "if you want the goods later, you need to pay a part of the deposit first".
Within a few days, Liangliang Clothing Company received a "prepayment" of 20,000 yuan from Honghong Fashion Company. Wang Liang, who received the deposit, gave Han Feng a sales code list with information such as product name, quantity, amount, customer name, delivery address and express delivery number, and told Han Feng that "the goods have been sent, please check it".
On December 1, 2020, Wang Liang asked Han Feng, "Is the statement checked, can it be invoiced?" Then Han Feng told Wang Liang the billing information of Honghong Fashion Company. After receiving the special VAT invoice with a total price and tax of 50,000 yuan issued by Liangliang Clothing Company, Honghong Fashion Company will make the financial account and make certification deduction.
Unexpectedly, the remaining balance of 30,000 yuan was unsuccessful. Wang Liang has been sending a WeChat to Han Feng to demand the final payment, but Han Feng directly blacked out Wang Liang’s micro-signal, and since then, he has been "into thin air". Liangliang Clothing Company had no choice but to take Honghong Fashion Company to court and ask Honghong Fashion Company to pay the final payment of 30,000 yuan.
Defendant Honghong Fashion Company argued that
Liangliang Clothing Company has formed a sales contract relationship with Han Feng personally, which should be paid by Han Feng personally. Hong Ming, the legal representative of Honghong Fashion Company, was friends with Han Feng. At that time, Han Feng said that his company had not been established. In order not to waste the taxes and fees generated by this transaction, Liang Liang Clothing Company could be persuaded to invoice Honghong Fashion Company. After Han Feng first paid 20,000 yuan to Honghong Fashion Company, Honghong Fashion Company transferred 20,000 yuan to Liangliang Clothing Company according to Han Feng’s instructions, and was completely unaware of the ordering and receiving of goods. The buyer involved in the legal relationship of the sales contract should be the third party Han Feng.
The third person, Han Feng, did not appear in court.
Although Liangliang Clothing Company and Honghong Fashion Company did not sign a written contract, according to the ascertained facts, after Wang Liang and Han Feng confirmed the fabric order through WeChat, Honghong Fashion Company paid 20,000 yuan to Liangliang Clothing Company by bank transfer, and the summary was written as "advance payment". After Liangliang Clothing Company issued a special VAT invoice to Honghong Fashion Company according to the invoicing information provided by Han Feng, Honghong Fashion Company did not return the invoice after receiving it, and it was certified and deducted. As a commercial entity, Honghong Fashion Company should know that paying advance payment and deducting invoices should bear corresponding legal consequences. Liangliang Clothing Company has reason to believe that the counterparty of its transaction is Honghong Fashion Company. Honghong Fashion Company did not provide valid evidence to prove that Liangliang Clothing Company knew or should have known that Honghong Fashion Company was not a counterparty.
Therefore, under the circumstances that Liangliang Clothing Company has fulfilled its delivery obligation, Honghong Fashion Company has actually fulfilled part of its payment obligation and certified and deducted the VAT invoice, the court found that a de facto sales contract relationship has been formed between the two parties, and finally decided that Honghong Fashion Company should undertake the payment obligation for the disputed goods.
The contractual relationship generally involves the interests of both parties or even many parties. The important factor for the success of the parties is their trust in each other, and they believe that all parties have the sincerity to conclude the contract, the ability to perform the contract and the possible commercial benefits after the performance. The protection of the trust interests of bona fide contractors is the embodiment of the principle of good faith in market transactions, which effectively maintains the stability and security of the trading order. If, due to the behavior of the counterpart, the appearance of the right that is enough for a bona fide third party to trust and protect interests is formed, the counterpart shall bear legal responsibility for it.
In normal business dealings, one party to a transaction sometimes entrusts a third party to collect or pay the payment on behalf of the other party instead of directly collecting or paying the money from the other party because of the need of capital turnover, allocation arrangement, overall settlement, restriction of foreign exchange receipt and payment conditions, or being an affiliated company with a third party and other creditor-debtor relationships. Be cautious in this case, remember not to blindly listen to the oral notice of business or financial personnel, and must have corresponding written notice or entrustment, otherwise, you may face contradictions and disputes such as that the transaction party has not received the collection money transferred by a third party and asks for a new payment, or that the third party asks the payee to return "unjust enrichment" after paying.
While collecting and paying on behalf of others brings convenience to the market economy, market participants also need to raise their awareness of risk prevention to avoid such disputes frequently. Based on the real transaction background, if it is really necessary for a third party to collect the payment, it is suggested that the three parties form a written agreement and clarify:
List the reasons, amount and time limit of payment in Ming Dynasty;
Clarify the consequences of collecting and paying on behalf of others, if the collecting party is required to return, write down the specific time and amount of return, and if it is used to offset debts, explain the specific amount of deduction;
The way to deal with disputes caused by collection and payment on behalf of others, and the liability for breach of contract if the agreement on collection and payment is violated.
Written by | Qian Qiuyi
Presiding Judge | Cheng Weizhong
Editor | Cui Binyu
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Original title: "Fortunately, the invoice was issued, otherwise who will pay the final payment?" | Qing Fa Shuo Case "
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