If there is a dispute over the signature and seal, how to determine the validity of the labor contract?

Source: Zhonggong Network

Article 490 of the Civil Code stipulates: "Where the parties conclude a contract in the form of a contract document, the contract shall be formed when all parties sign, seal or fingerprint." The contract is formed when one of the parties has fulfilled its principal obligations before signing, stamping or fingerprinting and the other party accepts it. "The labor contract is also a contract, and the premise of its establishment is also that the parties sign and seal the contract. However, in reality, from time to time, there will be a situation where only the legal representative signs the labor contract but does not affix the official seal of the unit, there is also the phenomenon that the employer affixes the official seal on the blank labor contract and then fills in the content of the contract, and even the official seal stamped by the employer is inconsistent with the official seal of the unit filed with the public security organ or the industrial and commercial administration department. If these problems exist in the employment contract, is it still valid? The following three cases have made detailed legal analysis of relevant questions.

【Case 1】 If the legal representative signs but does not affix the official seal, the labor contract can also take effect

On September 1, 2021, Ms. Lin entered the company through layers of selection, and the two sides signed a 2-year labor contract. After working for a month, she found that when she received her salary, she found that it was only 5,000 yuan, not the 7,000 yuan agreed in the labor contract. She asked the reasons for this, and the explanation given by the company was that the labor contract signed by the company and her was only signed by the company's legal representative, not stamped with the company's official seal, and the contract had not yet taken effect, so the wages agreed in the labor contract could not be used as the basis for paying wages.

"However, the legal representative said at the time that he hired me on behalf of the company. Now, the company has actually accepted my entry! What's going on? Ms. Lin was confused but did not know whether the company's statement complied with the law.

【Reviews】

The company shall pay Ms. Lin wages in accordance with the wage standards agreed in the labor contract.

Articles 61 and 504 of the Civil Code respectively stipulate: "In accordance with the provisions of the law or the articles of association of a legal person, the person responsible for civil activities on behalf of the legal person shall be the legal representative of the legal person." For civil activities carried out by the legal representative in the name of a legal person, the legal consequences shall be borne by the legal person. Restrictions on the legal representative's right to represent by the legal person's charter or legal person's authority must not be against a bona fide counterpart. "Where the legal representative of a legal person or the person in charge of an unincorporated organization concludes a contract beyond his or her authority, unless the counterparty knows or should have known that he or she exceeded his authority, the representative's act is valid, and the contract concluded is effective against the legal person or unincorporated organization."

According to the above provisions, as long as there is evidence to prove or there is reason to believe that the legal representative signed a labor contract with the employee in the name of the company instead of in his own name, it should be determined that the act is a company act and the company should bear the legal consequences. In this case, the company's legal representative did not indicate that she was personally hired by Ms. Lin, and if Ms. Lin knew that her identity was the legal representative, it should be determined that a labor contract had been signed between the company and Ms. Lin, and the contract had taken effect.

【Case 2】 If the blank labor contract is first stamped and then filled in, the unit shall perform the contract

In order to facilitate the operation, Ms. Fang's company has pre-stamped the official seal in the form labor contract produced by herself. Thereafter, the company placed these blank contracts in the custody of recruiters. When recruiting new employees, as long as the recruiter and the candidate reach an agreement on specific matters such as salary and contract duration, and then fill in these agreements in the reserved blank space, the contract signing work is completed.

On July 15, 2021, Ms. Fang applied for a job at the company. After negotiating the relevant conditions, the two sides went through the entry procedures and signed a written labor contract. When receiving wages after entering the workforce, the company proposed that the monthly salary promised by the recruiter exceeded the company's minimum limit, and the content of the contract had not been reviewed by the company and could not be used as a basis, so it should be reduced.

The company's grounds cannot be established.

Articles 162 and 172 of the Civil Code respectively stipulate: "Civil juristic acts carried out by an agent in the name of the principal within the scope of the agency's authority shall take effect on the principal." "If the act of agency is still carried out after the actor does not have the right of agency, exceeds the right of agency, or after the termination of the right of agency, and the counterparty has reason to believe that the actor has the right of agency, the act of agency is valid." That is, even if the recruiter does not have agency authority, as long as the applicant has reason to believe that the recruiter represents the company, the relevant content of the contract is still valid.

"Reasonable belief" means that the counterparty has sufficient reasons to believe that the actor has the right to act as an agent in good faith, in accordance with business habits and trading habits, and based on the principle of good faith. The company will hand over the pre-stamped form labor contract to the recruiter, and let the recruiter fill in the reserved blank space with the content of the agreement, which is undoubtedly a recognition of the recruiter's behavior and belongs to the category of "reason to believe" of the candidate. Therefore, the effect of the contract clause added to the blank contract extends to the company, and the company should perform the content agreed in the agreement.

【Case 3】 The official seal stamped on the contract is inconsistent with the official seal for filing, which does not affect the validity of the labor contract

On September 23, 2021, Ms. Chen came to the company's designated recruitment location on time to participate in the application according to the recruitment advertisement released by the company. After reaching a consensus with the company's recruiters, the two parties signed a written labor contract, and the recruiter stamped the company's seal on the contract text.

However, less than half a month after Ms. Chen's work, the company asked her to leave her job on the grounds that the labor contract was invalid. She asked what the reason for the invalidity of the contract was, and the company replied that the official seal used in the contract was not the company's official seal filed with the industrial and commercial administration and could not represent the company.

The filing of the official seal is not only the record of the public security organs, but also the record of the industrial and commercial administration department. Even if the official seal used by the unit has actually been abandoned, as long as the counterparty trusts that the official seal is still in use, the law must protect such trust. However, if the unit does not use the official seal that has been filed for the record, it does not mean that the company's use of other official seals is invalid.

In this case, the company's recruitment work was carried out by the staff designated by the company, the recruitment place was in the area designated by the company, and the applicant only participated in the application according to the company's requirements, and naturally should not be obliged to review whether the official seal used by the recruiter was the official seal for the record. In fact, as an outsider, the candidate's understanding of the company is very limited, and it is impossible and unnecessary to judge whether the official seal used by the recruiter is the official seal for the record. In this case, as long as the recruitment is an act of the company, the recruiter, on behalf of the company, after reaching an agreement with the applicant, the contract has become effective after the two parties sign the contract, and there is no need to consider whether the official seal stamped on the contract is an official seal for filing or not.

(According to the Labor Afternoon News, Judge Yan Meisheng)

Editor-in-charge: Liu Yingjie