Authoritative cases to help you win the case!
The parties did not object to the authenticity of the signature on the power of attorney, and only believed that their signature was on the second page (back), but they could not explain the specific content of "handling the above matters" contained on the second page, so the authenticity of the power of attorney could be determined, and the parties should bear legal responsibility for the consequences of the authorization. ——Supreme People's Court (2021) Supreme People's Court Minshen No. 2509 Case
<h1 class="pgc-h-decimal" data-index="01" data-track="10" > case brief</h1>
In a loan business of Guiyang Rural Commercial Bank, Ran Zong signed the guarantee contract on behalf of Mr. Du with a power of attorney signed by Mr. Du to provide joint and several liability guarantee for the loan.
The typesetting of the power of attorney is: the main content is on the first page, and the second page (back) contains "Handling the above matters". Ran Zong (trustee) signs on the first page, and Du Zong (principal) signs on the second page.
Later, Guiyang Rural Commercial Bank filed a lawsuit with the court, requesting Mr. Du to bear the guarantee responsibility.
< h1 class="pgc-h-decimal" data-index="02" data-track="34" > views clashed</h1>
Mr. Du claimed: The text typesetting of the power of attorney involved in the case does not conform to the common sense of life, the first page authorizes Ran Zong to sign a guarantee contract of nearly 1 billion yuan without any signature or stamp by Mr. Du, and the second page does not have any specific description of the entrustment matters. Mr. Du did not know the contents of the first page, and Mr. Ran did not inform Mr. Du of the authorization matters.
<h1 class="pgc-h-decimal" data-index="03" data-track="35" > court decision</h1>
The court finally ruled that Mr. Du should bear the guarantee liability. The reasons for the referee are as follows:
First, a civil juristic act entrusted by a civil entity to an agent shall be effective against the principal. In this case, the guarantee contract signed by Mr. Ran on behalf of Mr. Du based on the power of attorney was legally binding on Mr. Du.
Second, Mr. Du did not object to the authenticity of the signature on the power of attorney, but only believed that his signature was on the second page (back), but he could not explain the specific content of the second page "handling the above matters", so the authenticity of the power of attorney could be determined, and Mr. Du should be responsible for the consequences of the authorization.
Third, there is no evidence that Guiyang Rural Commercial Bank maliciously colluded with Ran Zong to defraud Du Zong's guarantee.
<h1 class="pgc-h-decimal" data-index="04" data-track="36" > lawyer suggests</h1>
1. If you were Mr. Du, would you feel aggrieved? The rivers and lakes are sinister and have to be guarded against. When signing a major contract, it is recommended to pay attention to the following points:
(1) Sign on each page of the contract. The purpose of this is to prevent the other party from altering or forging the content of the unsigned page. The way to stamp the riding seam seal has a certain effect, but when the number of contract pages is large, there is a risk that the riding seam seal will miss some pages, and in the case of the aging fading and wear of the riding seam seal, there is a risk that the identification cannot be carried out.
(2) Keep a complete original contract. The purpose of this is that if the other party alters or falsifies the contents of the contract, it can rely on the original contract held by the other party to confirm the misconduct of the other party. For example, in this case, if Mr. Du retained the original copy of the power of attorney, it would be of great help to restore the true content of the power of attorney in this case.
(3) When signing a contract with the company, the signature of the legal representative or authorized agent is required. The Minutes of the Nine People's Meeting clearly stipulates that when confirming the legal effect of the seal, the signatory should mainly examine whether the signatory has the right to represent or represent, that is, the commonly known as "recognizing the person and not recognizing the seal". Therefore, when signing a major contract with the other company, it is recommended to require the signature of the legal representative or authorized agent of the other company. If it is signed by an authorized agent, the other party should also be required to provide a power of attorney signed by the legal representative.
(4) When accepting a guarantee from a company, the company shall be required to provide documentation in accordance with the relevant provisions of the Interpretation of the Supreme People's Court on the Application of the < of the Civil Code of the People's Republic of China > the Relevant Guarantee System" and the "Minutes of the Nine People's Meetings", as appropriate.
2. According to the adjudication point of view in judicial practice, it is difficult to defend the authenticity of the content of the contract by merely signing on the last page of the contract, unless other evidence can be provided to prove it, which can be referred to the similar cases below.
<h1 class="pgc-h-decimal" data-index="05" data-track="37" > similar cases</h1>
1. A recognizes the authenticity of the last page of the signature of the document submitted by A to B, but the contents of the previous four pages have been tampered with as a reason for not recognizing the authenticity. Because the document was printed and formed, the content of the context was coherent, and there was no trace of tampering, A did not submit evidence to prove that the document had been altered, so its claim lacked basis and could not be established. ——Shaanxi Provincial High People's Court (2020) Shaanxi MinZhong No. 685 Case
2. A claimed that B only took the last page of the contract when signing the contract, and that he signed it without understanding the contents of the contract, but B did not recognize it and A did not provide evidence to confirm it. Therefore, A negates the lack of legal basis for the guarantee liability it should bear on the grounds that the contract it signed is a blank contract, which is dishonest. ——Hebei Provincial High People's Court (2020) Ji Min Zhong No. 209 Case
3. The company proposed that its legal representative only saw the last page when signing the contract, did not know the content of the contract, and was not its true intention, for which the court held that the company's legal representative should know the legal consequences of signing the contract, and that he signed the contract without reading it, which was a disregard for his own rights, and the company should bear the corresponding consequences. ——Shanghai Higher People's Court (2018) Hu Min Chu No. 57 Case
4. A claims that no other terms of the warranty contract are seen and only signed on the last page. A, as a person with full capacity for civil conduct, should be aware of the legal consequences of his or her actions, and his statement is inconsistent with common sense, and cannot be exempted from guarantee liability. ——Inner Mongolia Autonomous Region High People's Court (2019) Nei Min Zhong No. 167 Case
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About the Author
Yang Wei is a lawyer and certified public accountant in Beijing. He holds a master's degree in law from China University of Political Science and Law and a double bachelor's degree in law and management from Southwest University of Political Science and Law. He once worked in the legal affairs department of a large state-owned enterprise in Beijing and Beijing Zhong Lun Law Firm.
His main practice areas are litigation and arbitration, real estate, investment and financing, minerals, etc. He is good at solving fundamental problems in a variety of ways from the perspective of the customer's business purpose, and litigation and arbitration is only one of the ways to achieve the purpose.
He is the author of "Practical Guide to Winning Cases of State-Owned Land Use Rights", "Contract Law in Judgments", "Practical Guide to Winning Cases of Mineral Resources", and "Practical Guide to Winning Cases of Private Lending Disputes", published by China Legal Publishing House;
This article is an original article published by the author authorized by the headline number "Merchants and Civil Litigation", and the reprint must be authorized by the author.