The special craftsman lawyer said that the case | the content added to the supplementary agreement for equity transfer, will the collegial panel accept it? (2021) Jing 02 Min Zhong No. 13897
On July 20, 2015, Mr. Shi (the transferor) and Mr. Tan (the transferee) signed the Equity Transfer Contract and the Supplementary Agreement on Equity Transfer between Beijing Ande Hotel Management Co., Ltd. (hereinafter referred to as Ande Company) and World Village Company for a price of RMB3.7 million, and Tan obtained 10% of the equity of the two companies, after which Tan paid as agreed and obtained the corresponding equity.
After that, a dispute arose between the two parties, and Tan sued Shi and the World Village Company for the return of 3.7 million yuan of equity transfer payment and corresponding interest, on the grounds that the "Supplementary Agreement to Equity Transfer" submitted by Tan contained the stipulation that "the funds of the transferee shall be fully returned to the principal within 4 years (the date of signing the supplementary agreement to the contract)" and the words "if the default is made, the one-time principal and interest (one-time) will be paid to", that is, the investment principal has not been recovered, and the transferor should compensate the transferee Tan, which is equivalent to the total performance bet.
The collegial panel of first instance held that "if the default is to pay a one-time joint principal and interest (one-time) to "claim that world village company and Shi return their 3.7 million yuan investment, first of all, the content is an agreement on Shi's obligations, but there is no such agreement in the Supplementary Agreement for Equity Transfer held by Shi, and the court of first instance did not recognize this part of the content". Therefore, the first instance did not support Tan's claim.
The collegial panel of second instance held that:
The two parties submitted two Supplementary Agreements to equity transfer signed on the same day with different contents, and Tan acknowledged that the above two Supplementary Agreements for Equity Transfer were signed by himself, and stated that after the two parties signed and confirmed the Supplementary Agreement on Equity Transfer, they rewrote the Supplementary Agreement for Equity Transfer with the words "If defaulted, the one-time supplementary agreement with interest (one-time) will be paid", and said that the Supplementary Agreement for Equity Transfer submitted by Tan to the court was the result of consensus between the two parties. However, Shi did not recognize Tan's statement and submitted to the court the Supplementary Agreement for Equity Transfer, which he kept, which did not contain the words "if the default is to pay a one-time joint principal and interest (one-time) to the court".
This court held that the parties concerned should submit evidence to prove their own claims, and if the evidence submitted is insufficient to prove their claims, they should bear adverse consequences. In this case, Tan claimed that adding the words "if there is a breach of contract, a one-time payment with interest (one-time) to the Supplementary Agreement on Equity Transfer" is an expression of the intention of the parties to reach a consensus, but Shi Yajun denied this, and Tan did not submit other evidence that can prove his claim. Therefore, this court does not accept the Supplementary Agreement to Equity Transfer submitted by Tan, which lists the words "if there is a breach of contract, a one-time joint principal and interest (one-time) payment will be paid to". Tan's appeal opinion that Shi and The World Village Company should return the equity transfer payment to him has no factual and legal basis, and this court does not support it.
Tan did not win the case in the end, mainly because Tan added after the claim of "if the breach of contract will be a one-time joint interest (one-time) payment to", can not be determined to have shi's consent, similar cases The author has also handled, usually the content added later, there must be a signature and seal of both parties to indicate that the two sides have reached an agreement. Otherwise, as in this case, it may be difficult to obtain the acceptance of the collegial panel.
The above examples are for reference only.
