The special craftsman lawyer said that the case | the contract stipulates that the equity can be terminated without the transfer of the equity, and the equity lawsuit is not obtained to terminate the contract, can it be supported? (2021) Jing 01 Min Zhong No. 5345
Yin holds the equity of an education company and a biological company, is the actual controller of the two companies, and he and Huang signed a series of agreements to transfer the company's equity to Huang, agreed that Huang served as the general manager of the two companies, actually operated the company, Huang provided one million working capital to lend to the company for free use, and paid the equity transfer payment to Yin on a monthly basis until the conditions were met, and Yin transferred the equity to Huang and so on.
During the performance, a dispute arose, and Huang, as the plaintiff, sued the court, claiming to terminate the equity transfer contract and return the equity transfer payment that had been paid. The first instance did not support Huang's claim, Huang was not satisfied, appealed to the second instance, and the second-instance collegial panel held that the focus of the dispute in this case was whether the reason for Huang's termination of the contract was established.
First, Huang appealed that according to the agreement, "due to the delay of Party A Yin, all formal formalities for the equity transfer cannot be completed in accordance with the above agreement, Party B Huang has the right to unilaterally terminate the "Letter of Agreement" and other supplementary agreements signed with Party A", yin did not register the 20% change of equity of a biological company under Huang's name, so Huang had the right to unilaterally terminate the agreement. However, according to the agreement, Huang should complete the company's operating indicators and go through the equity change procedures after passing the company's assessment, and Huang did not provide effective evidence to prove that he completed the relevant business assessment indicators of a biological company and enjoyed the right to unilaterally terminate the contract. Even if Huang completed the operating performance, Yin should register the change of equity by January 31, 2018 at the latest, but Huang did not request to terminate the contract for more than a year thereafter.
Second, both parties recognize that a biological company and an education company are "a set of people and two brands", and the business and assets of a biological company will eventually transition to an education company, and Huang will terminate the agreement only on the grounds that the equity of a biological company has not been changed for two years after actually operating two companies, which is not in line with the agreement, contrary to the principle of good faith, and will not be supported.
In practice, it is not uncommon to use multiple companies to operate business, and when equity transfer, the transfer of one company is the mainstay, and the business of the auxiliary company is loaded into the main company, so as to complete the transfer of the entire asset business. This is the case in this case, Huang mou was mainly transferred to the equity of the education company, the biological company's business was loaded into the education company, and the process of equity transfer performance was also lengthened, and disputes were also easy to arise. When the dispute arose, Huang x sued to terminate the contract, which seemed inappropriate, mainly saying that even if the right of rescission stipulated in the agreement was established, considering that the company had been actually operated for two years, the collegial panel would probably not support the rescission of the contract. On the contrary, if you choose to claim liability for breach of contract and require the transfer of equity, it may be another situation.
The above is for reference only.
