The online signing and filing of commercial housing pre-sale contract registration belongs to the scope of administrative management, and does not directly produce the effect of property rights according to the legal principle of property rights
——Legal analysis of a dispute between a steel company and a real estate development company over the confirmation of bankruptcy claims
【Keywords】
Commercial housing pre-sale contract pre-sale registration filing online signature filing bankruptcy claim confirmation dispute bankruptcy estate
【Introduction】
1. When the real estate company enters the bankruptcy procedure, the house has not yet been completed and accepted, does not meet the conditions for actual delivery and transfer of property rights, is a legal or de facto inability to perform, and essentially constitutes a statutory reason to prevent ordinary creditors from advocating for continued performance of the contract.
2. The online signature and filing of the pre-sale contract of commercial housing belongs to the scope of administrative management, according to the legal principle of property rights, it does not directly produce the effect of biological rights, and the ownership of the house still belongs to the seller without changing the registration.
【Party Information】
Plaintiff/Appellant/Retrial Applicant: Steel Company
Defendant/Appellee/Respondent: Real Estate Development Company
【Brief Introduction of the Case】
The real estate development company involved in the case was established on May 14, 2004, to develop and construct a real estate project in a certain place. On September 12, 2005, the steel company and the real estate development company signed the "Letter of Agreement", stipulating that the steel company would provide steel to the real estate development company and advance 1 million yuan. On March 11, 2006, Li Mou, the legal representative of the real estate development company, signed the "Pre-sale Contract for Commercial Housing" (a total of 18 sets, and the other 4 sets were not within the scope of the dispute in this case) with the steel company, agreeing that "the purchase price can be transferred by steel money". On the same day, the two sides signed the Supplementary Agreement, stipulating: After the application of the steel company, in May 2014, the case involved 14 sets of "commercial housing pre-sale contracts" to complete the filing and registration.
On July 24, 2018, the court accepted the bankruptcy reorganization case of a real estate development company. The steel company declared its creditor's rights to the administrator and asked the real estate development company to continue to perform the 14 sets of commercial housing pre-sale contracts involved in the case. The manager did not recognize the steel company's claims at first instance and required a re-declaration of ordinary claims. The steel company raised an objection to the manager, who reviewed and upheld the results of the preliminary review on July 30, 2019. The steel company sued the court on August 26, 2019.
【Court Judgment】
【First Instance】
The steel company's claims were dismissed.
【Second Instance】
The appeal was dismissed and the original judgment was upheld.
【Retrial Review】
The steel company's application for retrial was rejected.
【Case Analysis】
The registration of the "Commercial Housing Pre-sale Contract" belongs to the administrative management category, and it does not directly produce the effect of property rights according to the legal principle of property rights!
1. When the real estate company enters the bankruptcy procedure, the house has not yet been completed and accepted, does not meet the conditions for actual delivery and transfer of property rights, is a legal or de facto inability to perform, and essentially constitutes a statutory reason to prevent ordinary creditors from advocating for continued performance of the contract.
The court of first instance held that in this case, the real estate development company had entered bankruptcy proceedings, which in essence constituted a statutory reason to prevent ordinary creditors from claiming to continue to perform the contract, and when the real estate development company entered the bankruptcy procedure, the house involved in the case had not yet been completed and accepted, nor did it meet the conditions for actual delivery and transfer of property rights. Therefore, the steel company asked the real estate development company to continue to perform the contract and deliver the house, which the court did not support. Steel companies may declare corresponding claims to the administrator and realize their rights in accordance with the relevant provisions of the Enterprise Bankruptcy Law of the People's Republic of China.
2. The online signature and filing of the pre-sale contract of commercial housing belongs to the scope of administrative management, according to the legal principle of property rights, it does not directly produce the effect of biological rights, and the ownership of the house still belongs to the seller without changing the registration.
The court of second instance held that, in accordance with the provisions of the first paragraph of article 9 of the Property Law of the People's Republic of China, the establishment, modification, transfer and extinction of the right to immovable property shall become effective after registration in accordance with law; Article 30 of the Enterprise Bankruptcy Law of the People's Republic of China also stipulates that all property belonging to the debtor at the time of acceptance of the bankruptcy application, as well as property acquired by the debtor after the acceptance of the bankruptcy application and before the end of the bankruptcy proceedings, shall be the property of the debtor. Although the 14 sets of "Commercial Housing Pre-sale Contracts" involved in the case have been signed and filed under the name of the steel company, they have not yet been changed and registered under the name of the steel company, and the ownership still belongs to the real estate development company and should be the property of the debtor of the real estate development company.
The retrial court held that the 14 sets of "pre-sale contracts for commercial housing" signed between the real estate development company and the steel company had been confirmed as legal and valid by the effective judgment, and the filing and registration had been handled. According to the relevant provisions of the pre-sale registration and filing, the filing belongs to the scope of administrative management, and according to the principle of legal property rights, it does not directly produce the effect of biological rights. Although the 14 sets of "Commercial Housing Pre-sale Contracts" involved in the case have been signed and filed online, but have not yet been changed and registered under the name of the steel company, the original judgment, in accordance with the relevant provisions of the Property Law, determined that the ownership of the 14 houses involved in the case still belongs to the real estate development company and should be the property of the debtor of the real estate development company, and then rejected the steel company's request to continue to perform the contract and deliver the house with factual and legal basis.
【Relevant Laws】
Contract Law of the People's Republic of China (repealed with effect from 1 January 2021)
Article 110:Where one of the parties fails to perform a non-monetary obligation or the performance of a non-monetary obligation is not in accordance with the agreement, the other party may request performance, except in any of the following circumstances:
(1) De jure or de facto inability to perform;
(b) the subject matter of the obligation is not suitable for compulsory performance or the cost of performance is too high;
(c) the creditor does not request performance within a reasonable period of time.
The Civil Code of the People's Republic of China came into force on January 1, 2021, and the corresponding provisions of the Civil Code are as follows:
Article 580:Where one of the parties fails to perform a non-monetary obligation or the performance of a non-monetary obligation is not in accordance with the agreement, the other party may request performance, except in any of the following circumstances:
(1) De jure or de facto inability to perform;
(b) the subject matter of the obligation is not suitable for compulsory performance or the cost of performance is too high;
(c) the creditor fails to request performance within a reasonable period of time.
Where one of the exceptions provided for in the preceding paragraph makes it impossible to achieve the purpose of the contract, the people's court or arbitration institution may terminate the contractual rights and obligations at the request of the parties, but it does not affect the assumption of liability for breach of contract.
Property Law of the People's Republic of China (repealed as of January 1, 2021)
Article 9 The establishment, modification, transfer and extinction of rights in immovable property shall take effect upon registration in accordance with law;
The ownership of natural resources that are legally owned by the State may not be registered.
The Civil Code of the People's Republic of China came into force on January 1, 2021, and the corresponding provisions of the Civil Code are as follows:
Article 209 The establishment, modification, transfer and extinction of a right in immovable property shall take effect upon registration in accordance with law;