Adjudication rules regarding the issuance of written certificates by units

Adjudication rules regarding the issuance of written certificates by units

01. If the contract is only stamped by the company and not signed by relevant personnel, how to determine whether the sealing is indeed the true intention of the company? ——Shanxi Lihu Glass (Group) Co., Ltd. v. Tibet Autonomous Region Geology and Mineral Exploration and Development Bureau Fifth Geological Brigade, Shenzha County People's Government, Tibet Nagqu Shenzha County Qiangtang Precious Metals Development Co., Ltd. loan contract dispute

【Trial Reason】:

The Supreme People's Court held that on the issue of the validity of the Statement. Lihu Company asserted that the Statement of Statement was stamped with the official seal of Qiangtang Company, and the court of first instance erred in applying law in denying the validity of the Statement.

First of all, according to the first paragraph of Article 20 of the Company Law of the People's Republic of China, "shareholders of a company shall abide by laws, administrative regulations and the articles of association of the company, exercise their rights as shareholders in accordance with the law, and shall not abuse their rights to harm the interests of the company or other shareholders; The independent status of the company's legal person and the limited liability of shareholders shall not be abused to harm the interests of the company's creditors", Lihu Company, as the controlling shareholder, has the obligation not to abuse the rights of shareholders and properly use the official seal of Qiangtang Company. The Statement of Statement was formed between June and November 2018, but before that, the parties had already filed a dispute over the equity transfer of the Cooperation Contract and filed a related lawsuit. Therefore, in light of the formation process of the Statement, the custody and use of the official seal, and the composition of the financial personnel of Qiangtang Company, the amount of the loan cannot be confirmed solely on the basis of the official seal on the Statement.

Secondly, in ordinary transactions, the company's official seal has the effect of confirming the expression of intent of the company's legal person, but it is not the expression of intent of the corporate legal person itself. This case is a loan dispute between the shareholders of the company and the company, and whether the company's official seal can have relevant confirmation effect on the company should mainly be examined to determine whether the act of sealing is indeed the true intention of Qiangtang Company. At present, the "Statement" is only stamped and not signed by relevant personnel, and Lihu Company has not adduced relevant evidence to prove that the "Statement" was formed through the normal approval process of Qiangtang Company, so under the circumstance that Lihu Company, which is both a creditor and a shareholder, has the official seal, the act of affixing the official seal to the "Statement" cannot be confirmed as the true expression of the intention of Qiangtang Company, and the specific amount of borrowing to form the "Statement" should be further examined. To sum up, the fact that Lihu Company claimed 78,906,590 yuan on the basis of the Statement did not reach a high degree of probability, and the court of first instance found that it was not improper.

Case No.: :(2021) Supreme Law Min Zhong No. 373

02. The two official seals used by the company represent the company to the outside world, and which official seal is stamped on the contract does not affect the validity of the contract - Zou Chunjin and Chen Huaishen, Hainan Luquan Industrial Co., Ltd., Wang Hongying, Cui Chuanzhen, Chen Yanfeng Construction Land Use Right Dispute Case

[Summary of the trial]:

In the process of operation and management, the company uses two official seals. The two official seals represent the company to the outside world, and which official seal is stamped on the contract does not affect the validity of the contract.

Case No.: :(2013) Min Ti Zi No. 184

03. The supporting materials that only have the seal of the unit and are not signed by the person in charge and the person in charge are not accepted - the case of the retrial applicant Liang Hanhui due to a private loan dispute with the respondent Weng Xiucong

【Trial Reason】:

Paragraph 1 of Article 2 of the Provisions of the Supreme People's Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases stipulates that: "When a lender files a lawsuit with the people's court, it shall provide proof of creditor's rights such as IOUs, receipts, IOUs, and other evidence that can prove the existence of the legal relationship between the lenders. "Weng Xiucong's submission of evidence such as the loan contract, the power of attorney for transfer, and receipts can prove the existence of the legal relationship between the two parties, and the original judgment found that Liang Hanhui's return of the loan principal of RMB 25.05 million to Weng Xiucong was not improper. Although Liang Hanhui submitted the certificate of Dingdong Company and the transaction details of the account of Dingdong Company's Industrial Bank Shenzhen Branch to prove that 7.05 million yuan of the people involved in the case had been returned to Hezhengtong Company, the first paragraph of Article 115 of the Civil Procedure Interpretation stipulates that: "The supporting materials submitted by the unit to the people's court shall be signed or sealed by the person in charge of the unit and the person who produced the supporting materials, and the seal of the unit shall be affixed. The people's courts may conduct an investigation and verification of the certification materials issued by the unit and the personnel who produced the supporting materials. When necessary, the person who produced the evidentiary materials may be required to appear in court to testify. "Dingdong's certificate was only stamped with the seal of the unit, and the person in charge of the unit and the person who produced the certification materials did not sign or seal the certificate, and Dingdong's evidence did not conform to the form prescribed by law, and it was not improper for the original judgment not to accept the certificate.

Case Number: :(2020) Supreme Law Min Shen No. 138

04. The official seal actually used by the company is not only one filed with the public security department, and if the validity of the contract is denied on the grounds that the seal stamped is inconsistent with the official seal for the record, the people's court will not support it - Xue Qimeng, Shandong Xingkang Medical Device Co., Ltd., Chen Xingwang and other private lending disputes

[Summary of the trial]:

Although the official seal on the letter of guarantee is inconsistent with the official seal on the record of the company with the public security organ, there is evidence to prove that the official seal affixed to the letter of guarantee is used by the company. Therefore, if the official seal actually used by the company is not only one filed with the public security department, and the company argues that the official seal of the company stamped on the letter of guarantee is not true, the people's court will not support it.

Case No.: :(2016) Supreme Law Min Zai No. 194

05. How to determine the validity of the contract only stamped with the company's official seal without the signature of the legal representative or business manager - Zhejiang Pacific Company, Fushun Pacific Company, and Liaoning Litai Company loan disputes

[Summary of the trial]:

Whether a contract that is only stamped with the company's official seal but not signed by the company's legal representative or business manager is effective in accordance with the law depends on whether the specific person in charge has the company's authorization (specifically authorized by the company's legal representative on behalf of the company). Although the official seal is an important external manifestation of the company's intention to make an external expression, the law does not stipulate that a person other than the legal representative who holds the company's official seal can directly represent the company's will solely by virtue of the fact that he or she holds the official seal.

06. If the official seal stamped externally is inconsistent with the official seal for the record, the validity of the contract cannot be denied on this basis - Fujian Hengli Construction Group Co., Ltd. Construction Contract Dispute Case

[Summary of the trial]:

Although the special seal of the company's contract stamped at the place of payment is not the same as the official seal filed with the public security organ, it cannot be ruled out that the company actually uses more than one official seal, let alone negate the validity of the contract.

Case No.: :(2018) Supreme Law Min Shen No. 3842

07. The certification materials issued by the unit must meet the formal requirements, that is, they must be stamped by the unit, signed or sealed by the person in charge of the unit, and signed or sealed by the handling personnel.

【Trial Reason】:

The new evidence submitted by Yin Jingzhi in the second instance was a certificate issued by Zhongcheng Company, which only had the seal of Zhongcheng Company, and did not have the signature or seal of the person in charge of the unit or the person who produced the certification materials. Article 115 of the Interpretation of the Supreme People's Court on the Application of the Civil Procedure Law of the People's Republic of China stipulates that "the supporting materials submitted by a unit to the people's court shall be signed or sealed by the person in charge of the unit and the person who produced the supporting materials, and shall be stamped with the seal of the unit." The people's courts may conduct an investigation and verification of the certification materials issued by the unit and the personnel who produced the supporting materials. When necessary, the person who produced the evidentiary materials may be required to appear in court to testify. Where the unit and the person making the supporting materials refuse to be investigated and verified by the people's court, or the person who produced the supporting materials refuses to appear in court to testify without a legitimate reason, the supporting materials must not be used as the basis for determining the facts of the case. ”

The certificate does not comply with the above-mentioned provisions on the formal requirements for the issuance of certification materials by the unit. In the separate lawsuit between Zhongcheng Company and Guorui Company, Zhongcheng Company clearly stated that there was no contractual relationship with Yin Jingzhi, nor did there be any payment relationship, and the content of the supporting statement issued by Zhongcheng Company contradicted the content of the previous statement, and the certificate issued by Zhongcheng Company was not sufficient to overturn its previous statement that there was no contractual relationship between it and Yin Jingzhi, nor did there be any payment relationship, and it was not sufficient to overturn the facts ascertained in the second-instance judgment.

Case No.: :(2017) Supreme Law Min Shen No. 2001

08. If the company claims that the signing of the contract is not binding on it on the grounds that the official seal used externally is inconsistent with the official seal for the record, the court will not support it - Qinghai Innovation Mining Development Co., Ltd., Hong Ying and Qinghai Innovation Mining Development Co., Ltd., Hong Ying and other private lending disputes

[Summary of the trial]:

Although the official seal stamped on the Letter of Guarantee has been determined by the appraisal agency to be inconsistent with the seal filed with the Public Security Bureau, if there is evidence to confirm that the official seal actually used by the company is not only one filed with the public security department, and the company claims that the signing of the contract is not binding on it on the grounds that the official seal used externally is inconsistent with the official seal for the record, the court will not support it.

Case No.: :(2015) Min Shen Zi No. 2537

09. Determination of the validity of the written certificate issued by the unit - a loan contract dispute between Boneng Microfinance Co., Ltd., Honggutan New District, Nanchang City, and Xu Bin, Mao Zhigang, Teng Zhiwei, Zhan Rongxian, and Shangrao Wanli Industrial Co., Ltd

Summary of the Trial:

I. The "Certificate Letter" submitted by the parties as a unit certificate is only stamped with the seal of the unit, and there is no signature of the person in charge of the unit or the person in charge, which does not meet the formal requirements of the unit certificate, and the content contained in the letter is not supported by other evidence to confirm the authenticity of its contents, so the court does not recognize the authenticity of the "Certificate Letter".

II. The Reply of the Supreme People's Court to the Request of the Supreme People's Court on Whether the Creditor Can Claim Rights against the Guarantor by Issuing an Overdue Loan Collection Notice by Express Mail to the Guarantor During the Guarantee Period, but Lacking Evidence of the Guarantor's Receipt or Refusal to Accept the Mail, is a reply of the Supreme People's Court to the request for instructions on individual cases, and does not have universal applicability. The provisions on the search for similar cases are a reference for the uniform adjudication of similar cases, and are not mandatory norms of applicable law.

After examination, the Supreme Court held that, on the issue of whether the microfinance company had new evidence sufficient to overturn the judgment of the second instance. As a certificate of the unit, the Certificate Letter submitted by the microfinance company is only stamped with the seal of the unit and is not signed by the person in charge of the unit or the person in charge, which does not meet the formal requirements of the unit certificate, and the contents contained in the letter are not supported by other evidence to confirm the authenticity of the contents, so this court does not recognize the authenticity of the Certification Letter. The "Reply Letter on the Investigation of the Postal EMS Mailing Situation" and the "Investigation Record" are two pieces of evidence formed in Case No. 1829, and the mail tracking numbers involved in the two pieces of evidence are not the same as those involved in this case, and the effective judgment of Case No. 1829 does not determine the relevant facts of the mail involved in this case, so this court does not recognize the relevance of the two pieces of evidence. As for the retrial lawyer's representation fee submitted by the microfinance company, this court does not recognize its authenticity and relevance because it did not submit the original invoice for the fee, and the fee is not related to whether there was an error in the second-instance judgment. Therefore, the microfinance company's assertion that it had new evidence sufficient to overturn the second-instance judgment could not be established in accordance with the law.

II. On the issue of whether the second-instance judgment was erroneous in ascertaining facts and applying law. The microfinance company submitted a debt collection notice, an EMS express bill stub (the sender's deposit) and a screenshot of the EMS delivery network query to prove that it had claimed relevant rights against Teng, Zhan and Wanli within the guarantee period. However, the EMS express delivery slip stub submitted by the microfinance company is blank in the "handler", "issuance time", "recipient", "sender's signature", etc., which is not in line with common sense. Judging from the addressee address stated in the mailing slip provided by the microfinance company, it is neither the industrial and commercial registration place of Wanli Company, nor the residential address indicated in the ID cards of Teng XX and Zhan XX, nor is it the mailing address expressly agreed in the "Confirmation Letter of Mailing Address for Customer Materials" or the contract. On the mailing list involving Vanlead Company, the recipient was not Teng Moumou, the legal representative of Vanlead Company, but Hong, an employee of the company, and Hong denied receiving the mail involved in the case, and Vanlead Company did not authorize or instruct Hong to receive the debt collection letter involved in the case. From the perspective of the mutual relationship between the microfinance company, Vanlead Company and Teng Moumou, Vanlead Company is a shareholder of the microcredit company, Teng Moumou is the legal representative and shareholder of Vanlead Company, and has also served as a director of the microcredit company, and Vanlead Company often sends personnel to participate in the shareholders' meeting and board of directors of the microcredit company, etc., and the microcredit company can take a more direct and effective way to claim the guarantee liability against Wanli Company and Teng Moumou, while the microcredit company is negligent in making the claim, and the corresponding legal consequences should be borne by itself. Based on the ascertained facts, combined with the Reply Letter issued by the Postal Division and the Investigation Record formed by the court ex officio, the second-instance judgment found that the microfinance company did not have sufficient evidence to prove that it had asserted relevant rights against Teng, Zhan and Wanli during the guarantee period, and that it was not improper. The Reply of the Supreme People's Court to the Request for Instructions on Whether the Creditor Can Claim Rights against the Guarantor by Issuing an Overdue Loan Collection Notice by Express Mail to the Guarantor during the Guarantee Period, but Lacking Evidence of the Guarantor's Receipt or Refusal of the Mail Receipt, Can Be Determined to Determine the Creditor's Claim for Rights against the Guarantor, is a reply of the Supreme People's Court to the request for instructions on a case-by-case basis, and does not have universal applicability. The provisions on the search for similar cases are a reference for the uniform adjudication of similar cases, and are not mandatory norms of applicable law. Therefore, the second-instance judgment exempted Teng, Zhan, and Wanli from the guarantee liability in accordance with the law in combination with the ascertained facts, and there was no impropriety in determining the facts and applying the law.

Case No.: (2021) Zui Gao Fa Min Shen No. 1049

10. Whether the unit issues certification materials to the court, and whether the person in charge and the person who makes the certification materials do not sign - a case of dispute over the contract between the applicant Xinjiang Haifengda Investment Management Co., Ltd. and the respondent Bazhou Zhengsheng Cotton Co., Ltd. and Zhang Qihai Enterprises

[Summary of the trial]:

Paragraph 1 of Article 115 of the Interpretation of the Civil Procedure Law stipulates that "the supporting materials submitted by the unit to the people's court shall be signed or sealed by the person in charge of the unit and the person who prepared the supporting materials, and shall be stamped with the seal of the unit." The people's courts may conduct an investigation and verification of the certification materials issued by the unit and the personnel who produced the supporting materials. When necessary, the person who produced the supporting materials may be required to appear in court to testify", there is no clear statement that the signature of the person who produced the supporting materials does not have the effect of proof. Where parties raise questions about documentary evidence, they may also request that the people's court conduct an investigation and verification of the personnel who made the evidentiary materials or appear in court to testify in accordance with the provisions of the preceding paragraph.

After review, the Supreme People's Court held that: on the issue of the probative force of the "Explanation of the Situation" and the testimony of witnesses.

<中华人民共和国民事诉讼法>Paragraph 1 of Article 115 of the "Interpretation of the Supreme People's Court on Application" provides that "the supporting materials submitted by the unit to the people's court shall be signed or sealed by the responsible person of the unit and the person who produced the supporting materials, and the seal of the unit shall be affixed." The people's courts may conduct an investigation and verification of the certification materials issued by the unit and the personnel who produced the supporting materials. When necessary, the person who produced the supporting materials may be required to appear in court to testify", there is no clear statement that the signature of the person who produced the supporting materials does not have the effect of proof. Where parties raise questions about documentary evidence, they may also request that the people's court conduct an investigation and verification of the personnel who made the evidentiary materials or appear in court to testify in accordance with the provisions of the preceding paragraph. The issuance of the Statement of Circumstances by the Business Department of the Xinjiang Branch of the Agricultural Development Bank is to participate in the litigation of this case in accordance with the provisions of the Civil Procedure Law, and is not an attempt to create new civil rights or bear civil liability, so whether it has legal personality and the capacity for civil liability has nothing to do with the facts of the case that it is aware of in accordance with the law. The business department of the Xinjiang branch of the Agricultural Development Bank and its staff member Ou have a factual connection with the dispute involved in this case, but it is not a specific interest that may affect the fair and objective participation of the witness or the person providing the evidence in the litigation as referred to in Article 87, Item 5 of the Several Provisions of the Supreme People's Court on Evidence in Civil Proceedings, which states that "adjudicators may review and determine a single piece of evidence from the following aspects: (5) whether the witness or the person providing the evidence has an interest in the party". Haifengda Company only determined that it could not objectively state the facts of the case on the grounds that the Xinjiang Branch of the Agricultural Development Bank and its staff members were the beneficiaries and lacked factual basis. Since the court of second instance supplemented and ascertained the facts related to the dispute in this case, and the Statement of Circumstances and the content of the witness Ou's statement could be mutually corroborated, and it was not only the aforesaid documentary evidence and witness testimony that the facts of the case were determined by the isolated evidence, the court of second instance took the Statement of Circumstances and witness Ou's testimony as one of the bases for the verdict in accordance with the law.

Case Number: :(2021) Supreme Law Min Shen No. 5411

11. Guidelines for Determining Patent Infringement (Trial) issued by the State Intellectual Property Office

(1) Unit certification refers to evidentiary materials made in the name of a legal entity or other unincorporated organization, and the written content is used to prove the facts and circumstances of the case, such as the form of change of registration of enterprise legal person issued by the Administration for Industry and Commerce, the collection certificate issued by the National Library, the collection certificate issued by the archives, the statement on product sales issued by the enterprise unit, and the opinions issued by the industry association.

(2) Classification of unit certificates

Depending on the content recorded or the ideas expressed, unit certificates can be divided into the following categories:

1. Documentary evidence

Specifically, it can be divided into official documentary certificates and private documentary certificates. Certificates of official documents refer to certificates made by state organs (such as industrial and commercial administrative organs, customs departments, etc.) or public functional departments (such as libraries, standard museums, archives, etc.) within the scope of their authority; Private documentary evidence refers to the documents or archives provided by enterprises and institutions before and during the occurrence of the case, or the documents or archives held by the unit are excerpted, summarized or used as attachments to the supporting materials.

2. Unit proof of the nature of the witness's testimony

It refers to a memorable statement of the business activities in which the unit participated, or a statement of the facts of the case issued in the name of the unit at the request of one or more business owners, or a statement of the facts of the case by the staff of the unit issued in the name of the unit. For example, a unit has signed a contract with another unit to purchase a product on a certain day, and the subject matter of the contract is a patented product; Or the staff of the unit makes a statement based on the work completed, such as starting to use a certain model of product on a specific date, what is the structure of the product, etc.

3. Proof of industry opinion unit

For example, the building materials industry association issues a statement on the good application of a patent in the industry, the electrical appliance industry association issues a certificate that a certain type of electrical appliance has been publicly used, and other industry associations or professional technical departments issue an opinion that a certain technical solution is equivalent to the patent in question. This type of unit certificate is similar to an expert opinion, which is an explanation and explanation of the facts of a certain case.

(3) Review and determination of the unit's certificate

1. The legal form requirements of the unit certificate

The supporting documents submitted by the relevant units to the organ adjudicating the case shall be signed or sealed by the responsible person of the unit and affixed with the unit's seal. For the proof of the unit, if it lacks the signature and seal of the unit or the signature or seal of the person in charge of the unit, it shall not be accepted if the other party does not approve it. Where a unit affixes a seal to the written certificate of a natural person (employee of a unit), the supporting materials can only be used as written testimony of the natural person, and should not be regarded as proof of the unit, and the unit's intention can only be regarded as proof of the identity and qualifications of the witness.

2. Determination of probative force

2.1 Proof of the unit in the nature of documentary evidence. The probative force of public documents and certificates produced by state organs or public functional departments within the scope of their authority may be confirmed if it is confirmed that the photocopies are consistent with the originals and there is no other counter-evidence. When determining a certificate of a unit that can be used as a notary certificate, attention shall be paid to distinguishing the nature of the entity of the unit, the nature of the content of the certificate, the time of formation of the certificate of the unit, and the time of formation of the substantive content involved in the certificate. If the unit is not a state organ or public functional body that enjoys corresponding functions and responsibilities in accordance with laws, regulations, or decrees, or the content of the materials is not within the scope of the statutory authority of the above-mentioned unit, the certificate of the unit cannot be treated as an official documentary evidence, but can only be treated as a private documentary certificate or witness testimony. For private documentary evidence, the parties shall generally provide the supporting materials on which the certification documents of the unit are based. Where the parties have real difficulties in collecting evidence, evidence may be collected at the request of the parties; If the parties submit a notarized certificate of the unit, and the notarial certificate is attached with copies of the relevant evidentiary materials, and the content of the certificate of the unit is consistent with the attached materials, the probative force of the certificate of the unit can be confirmed; If a party submits a notarized certificate of the unit and the notarial deed does not attach a copy of the evidentiary materials on which it is based, it is not appropriate to confirm its probative force if the other party raises a reasonable objection and there is no other evidence to support it.

2.2 For the witness testimony of the unit, the rules of cross-examination of witness testimony may be applied, and if the parties have objections to the unit testimony, the person in charge of the unit who signed the testimony or the specific person in charge of the relevant matter shall appear in court to accept the cross-examination. Evidence from a unit that has not been cross-examined usually cannot be used as the basis for a verdict on its own. The probative force of the unit certificate that has been cross-examined is usually greater than that of the unit that has not appeared in court for cross-examination. The probative force of the unit certificate is greater than the probative force of the testimony of a natural person.

2.3 The role of the certificate of the industry opinion unit is only to help the adjudicators understand the facts of the case, explain and explain the circumstances of the case, and can be used as a reference when reviewing the case, and it is generally not appropriate to use it as evidence.

Transferred from the same judgment rule for similar cases