SPC: Does delay in performance necessarily lead to the inability to achieve the purpose of the contract, and does the party to delay performance necessarily be liable for the rescission of the contract? The Supreme Court held in the second instance: As for Yajie Company

SPC: Does delay in performance necessarily lead to the inability to achieve the purpose of the contract, and does the party to delay performance necessarily be liable for the rescission of the contract?

The Supreme Court held in the second instance that:

As for Yajie Company's claim that the purpose of the contract involved in the case could not be realized due to the fundamental breach of contract by Saiyi Company

First of all, delayed performance will not automatically lead to the inability to achieve the purpose of the contract, and the legal consequences of delayed performance should be considered to consider the correlation between the interests of the contract and the timeliness of contract performance.

[Breeze] If the realization of the benefits of the contract is closely related to the time of performance of the contract, the performance period is crucial to the realization of the purpose of the contract, and the delay in performance may lead to the inability to achieve the purpose of the contract; conversely, the purpose of the contract should not be realized based solely on the determination of delayed performance. [Breeze]

Secondly, according to the performance of the contract involved in the case, on December 19, 2018, Saiyi Company submitted the download address and account number and password of the IOS version of the WEB terminal and the APP terminal to Yajie Company, and Yajie Company replied to the optimization and modification, and requested to provide acceptance standards and test reports as soon as possible, and requested to report the progress of the second phase;

On January 9, 2019, Saiyi Company sent the acceptance criteria of the first phase of APP and equipment to Yajie Company, and the "Acceptance Standards for Yajie Smart Home_ Weak Current Switches" and "Acceptance Standards for Yajie APP Projects" submitted by Yajie Company in the original review also included the acceptance standards of the equipment side, WEB terminal and APP module of the first phase of the project involved in the case.

Obviously, the facts in the case can be determined that Saiyi Company has completed the first phase of research and development tasks after collecting the first phase of research and development expenses, and Yajie Company is also looking forward to entering the second phase of research and development.

Third, since the second phase of the research and development task needs to be docked with third-party resources, the contract involved in the case and the supplementary contract do not clearly stipulate the third-party resource subject and its docking specific content, and the two parties have not reached further consensus in the performance of the contract, resulting in contract stagnation, and it should be determined that the lack of consensus between the two parties on the third-party resources is the main reason for the termination of the contract.

The court of first instance found that saiyi company's breach of contract with delay in performance was correct, but found that the purpose of the contract involved in the case could not be achieved due to the unilateral acts of saiyi company, and it should be corrected.

(2021) SPC Zhimin Zhong No. 1516 · 2021-12-10

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