Article 744
In the sales contract concluded by the lessor in accordance with the lessee's choice of the seller and the leased property, the lessor shall not change the content of the contract related to the lessee without the consent of the lessee.
I. Purpose of this Article
This article is about the lessor's prohibition of changing the contents of the sales contract without authorization.
II. Evolution of the Provisions
This article incorporates the provisions of Article 241 of the original Contract Law, which makes it clear that the lessor shall not change the content of the sales contract without authorization.
3. Interpretation of Provisions
This article stipulates that the lessor shall not change the contents of the sales contract without authorization.
Under normal circumstances, the financial lease contract stipulates that the leased object to be purchased is selected and determined by the lessee, and the lessor then enters into a sales contract with the seller. The subject matter purchased by the lessor reflects the needs and intentions of the lessee. Therefore, after the lessor and the seller have entered into a sales contract for the leased property, the lessor does not have the right to modify the contract independently and cannot negotiate with the seller to modify the sales contract without authorization. If the sales contract is to be changed, it must be agreed by the lessee and made in accordance with the will of the lessee. The lessor itself cannot decide to change the contract of sale and purchase on its own.
4. Cases
Sumitomo Mitsui Financial Leasing (China) Co., Ltd. et al. vs. Dang et al., a financial lease contract dispute
Facts: On July 15, 2014, the plaintiff Mitsui Company and the defendant Dang signed the Financial Lease Contract (Financing Sale and Leaseback Contract). The defendant Dang paid rent to the plaintiff Mitsui Company until December 20, 2015 according to the date and amount agreed in the contract, and paid a total rent of 1,920,000 yuan, and the rent of 1,770,000 yuan after January 20, 2016 was not paid to the plaintiff. As of October 30, 2016, the defendant's overdue rent accumulated to RMB 890,000, minus the performance bond of RMB 160,000 that had been paid to the plaintiff, and the actual overdue rent was RMB 730,000. The court ruled that after investigation, the leased cotton picker was purchased by the defendant Dang, and the plaintiff sued only to require the defendant to pay rent, and the handling of this case had no legal interest in the seller, and the court did not approve its application in accordance with the law. Article 19 of the Interpretation of the Supreme People's Court on Issues Concerning the Application of Law in the Trial of Cases Involving Disputes over Financial Leasing Contracts stipulates that if the leased object does not comply with the provisions of the financial lease contract and the lessor commits one of the following acts, and the lessee requires the lessor to bear the corresponding liability in accordance with the provisions of articles 241 and 244 of the Contract Law, the people's court shall support it: (1) if the lessor chooses the seller among the lessees, (2) the lessor intervenes or requires the lessee to choose the seller or the leased object according to the lessor's wishes, and (3) the lessor changes the seller or the leased object that the lessee has selected without authorization. If the lessee asserts that it relied on the lessor's skills to determine the leased property or that the lessor intervened in the selection of the leased property, it shall bear the burden of proof for the above facts. The defendant did not provide evidence to the court of first instance to prove the existence of the above circumstances, so the court did not accept the defendant's defense that there was a problem with the quality of the cotton picker and that the remaining rent should not be paid.
5. Analysis
In this case, the leased cotton picker was purchased by the defendant party, and the plaintiff did not play a decisive role in the selection of the leased property, or interfered with the lessee's choice, so there was no legal basis for the defendant as the lessee to require the plaintiff to bear the corresponding liability. On the issue of how to determine the delay damages, the Financial Lease Contract (Financing Sale and Leaseback Contract) signed between Mitsui Sumitomo Financial Leasing (China) Co., Ltd. and Mr. Dang clearly stipulates the time for rent payment, and the appellant Mr. Dang did not pay the rent to the appellee Mitsui Sumitomo Financial Leasing (China) Co., Ltd. on time in accordance with the payment time agreed in the contract, and should bear the delay damages.