As entrusted by Beijing Hong Ye Construction Engineering Co., Ltd., Sun Jian, a senior partner of ZhongYin Law Firm, represented on a case of dispute over a sale and purchase contract. Sun Jian and his team member Wang Xuan analyzed this complicated case in detail, and discussed, summarized, and reorganized the doubts and difficulties in it.

Facts and difficulties of the case: The plaintiff paid for a set of equipment to a mechanical equipment company in 2018, but the defendant has not yet delivered the equipment, so the plaintiff intends to recover the payment for the equipment through a lawsuit. The difficulty in this case: it is found on the National Enterprise Credit Information Publicity System that the mechanical equipment company to which the plaintiff paid for the equipment has been deregistered, so the mechanical equipment company cannot be the defendant in this case. Moreover, this case also involves an invalid cheque issued to the plaintiff by a third-party company (which has been deregistered) as entrusted by the mechanical equipment company, which makes the case more complicated.

Attorney’s analysis: According to Article 64 of the Interpretation of the Supreme People's Court on the Application of the Civil Procedure Law of the People's Republic of China, “Where an enterprise legal person is dissolved, the enterprise legal person shall be the litigant before it is liquidated and registered according to law, and its shareholder, promoter or investor shall be the litigant if it is not liquidated or deregistered according to law.” Article 20 of Provisions of the Supreme People’s Court on Several Issues concerning the Application of the Company Law of the People’s Republic of China (II)” stipulates that: “Where a company is dissolved, it shall apply for deregistration after the completion of liquidation according to law. Where a company is deregistered without liquidation, making it impossible to liquidate the company, if its creditor claims that its shareholder (in the case of a limited liability company) or its director and controlling shareholder (in the case of a company limited by shares) should satisfy its debts as its actual controller, the people’s court shall support such claim.” In this case, the machinery equipment company was deregistered without any notice to the plaintiff, which infringed the plaintiff’s legitimate rights and interests. Therefore, as the plaintiff’s attorneys, we named the two shareholders of the machinery equipment company as Defendant 1 and Defendant 2, and the legal representative of the mechanical equipment company as Defendant 3, all of which shall be obligated to refund the payment. The claims were set out and a thoughtful and rigorous legal argumentation was carried out in the pleadings.

Results of the case: After an application for filing of the case was submitted to the court and the case went into mediation, under the pressure of litigation, the three defendants initiatively refunded all the payment for equipment to our client. The two parties agreed that our client applied to the court for withdrawal of the suit after receiving all the payment from the defendants. Although this case is complicated, Sun Jian and his team have achieved results satisfactory to the client with their strong professionalism.