The special craftsman lawyer said that the case | the transaction directly added new content to the security agreement, can the added content be recognized? (2021) Jing 03 Min Zhong No. 7691
The plaintiff, Changda Company, sued Gu for repayment of about 4 million yuan because of the contract dispute, and a key piece of evidence in the trial was the guarantee agreement issued by Gu. The guarantee agreement was written by Yang Mou, an employee of Changda Biological Company, and signed by Gu Mou.
Gu mou argued at the trial that the security agreement had been altered, and the specific modification parts were as follows: the words repayment and commitment of the head-up were added later, and the penultimate line, "none" was added later, "the commitment is valid" was added later, and the original text was "after the formal agreement came into effect, the security agreement is valid" is now changed to "if no formal agreement takes effect, this security agreement is valid" The original text "after" is changed to "after". Finally, "paid by Gu Mou" is added later. And there is no sentence "Gu is responsible for ensuring that Zhang signs a formal agreement, otherwise Gu will pay". The collegial panel verified the above situation with the plaintiff, Yang X, an employee of Changda Biological Company, and Yang X said that the agreement was not formed at one time, but was later added to Gu X several times, all in front of Gu X, and its approval of the addition and modification of the content includes: "Added the last sentence, and added the word "none" in the penultimate paragraph.
Regarding the content added to this agreement, the effective judgment document finally held: "The plaintiff Changda Biological Company claimed that it amended and added the corresponding content of the Security Agreement in front of Gu with his consent, and the basis was insufficient, and this court did not accept it." Now Changda Biological Company claims that Gu should bear the guarantee liability under the Security Agreement, but the Security Agreement issued by Gu has attached effective conditions, and now the conditions have not been fulfilled, and the Security Agreement has not come into effect, so Gu does not bear the liability for payment based on the Security Agreement. That is to say, the original told Gu to return about 4 million yuan in the end without support.
In the actual transaction, in view of the different stages of the transaction, different memorandums of agreement will be signed to achieve the purposes of each party. There is also the modification of the original agreement, which is the case in this case, part of the content of the security agreement is formed in the subsequent stage, according to the meaning of the content, it should be that the transaction is difficult to carry out, and the plaintiff's contractual purpose is difficult to guarantee, find Gu X and add it with Gu X's consent. However, during the trial, Gu did not recognize it, and when there was no other evidence to support it, the collegial panel did not accept the added content, and in the end the plaintiff could only lose the case.
The author has handled similar cases, that is, some of the key evidence is the same as in this case, which was added later, but because there is other evidence to support the addition of the consent of the other party, the collegial panel accepted it, and the party represented by the author also achieved a better judgment result. However, the author suggests that in a transaction, when a new agreement needs to be signed on the emerging situation, it is best not to add it directly to the original security agreement as in this case, and even if it is added, the other party should be required to sign and approve the addition.
The above examples are for reference only.
