The judge reminded that if the company's debt is less, it is not binding!

The leap law firm provided legal services to Hangyuan Company. Houhangyuan did not pay the lawyer fee in full and issued the "Confirmation Letter". In order to ensure the performance of debt, Hangyuan Company arranged two companies they controlled to sign the "Debt Joint Agreement". Because the three companies did not fulfill their payment obligations, the Feiyue Law Founding appealed to the court and asked the three defendants to pay 2.67 million yuan in lawyers. After hearing, the Haidian Court judged that Hangyuan Company paid a lawyer fee of 2.67 million yuan to the leap lawyer.

The Feiyue Law Institute claimed that the law of the law provided legal services to Hangyuan Company for a long time, but Hangyuan Company did not pay the lawyer's fee in full due to difficulty in operating. In January 2022, Hangyuan Company issued the "Confirmation Letter" to the leap law firm, confirming that the lawyer fee of the Fei Yue Law Institute was 2.67 million yuan, and promised to pay within two months. Houhangyuan arranged for Xinda Company and Tianming Company and Tianming Company to sign the "Debt Joining Agreement" with the Feiyue Law Firm, which agreed that Xinda Company, Tianming Company and Hangyuan Company jointly bear the payment obligations of the above -mentioned lawyers' fees to the leap law firm. Essence Later, the three companies did not fulfill their payment obligations in accordance with the contract.

Hangyuan Company, Xinda Company and Tianming Company argued that the amount of arrears of the arrears of the above -mentioned lawyers' fees was recognized, and Xinda and Tianming Company had only made corresponding board decisions on the addition of the above debt. resolution.

After hearing, the court believed that, first of all, according to the agreement of the "Confirmation Letter", Hangyuan Company should pay a lawyer fee of 2.67 million yuan to the leap lawyer, and now it has not paid the amount in accordance with the contract to constitute a breach of contract. The Feiyue Law requires Hangyuan Company to pay the payment and should be supported.

Secondly, Xinda and Tianming Company joined the debt of its shareholders Hangyuan Company, so they should be resolved by the company's shareholders' meeting, not the board of directors. Xinda and Tianming Company did not make a shareholders' meeting resolution on the incident, and the case was not an exception that did not require the decision of the organs. Therefore, the agreement on the corresponding debt in the "Debt Advisory Agreement" was invalid. When the Law Institute signed the "debt to join the Agreement", it was not fully managed to review the resolutions of Xinda Company and the shareholders' meeting of Tianming Company. Therefore, the Feiyue Law Firm and Xinda Company and Tianming Company have faults on the invalidity of the clauses of the above debt. Xinda and Tianming shall be responsible for the provisions of the invalid guarantee, that is, the liability for its compensation shall not exceed the debtor's claim cannot be cleared. One -half of the part.

The court finally judged that Hangyuan Company paid a lawyer fee of 2.67 million yuan to the leap lawyer, and Xinda and Tianming Company bears the repayment responsibility for one -half of the aforementioned debt.

After the sentence, the parties of the two sides were not appealed, and the case has come into effect.

Judge said:

The "Supreme People's Court on the Application of the People's Republic of China Code of the People's Republic of China" on Article 12 of the Guarantee System stipulates that if the legal representative adds debts in the name of the company in accordance with Article 552 of the Civil Code, the people's court is in the name of the company. When identifying the effectiveness of the behavior, you can refer to the relevant rules of the company with guarantee for others. Article 16, paragraph 2 and 3 of the Company Law stipulates that the company provides guarantee for the company's shareholders or actual controllers, and must be resolved by the shareholders 'meeting or shareholders' meeting. The shareholders stipulated in the preceding paragraph or the shareholders dominated by the actual controller stipulated in the preceding paragraph may not participate in the voting of the matters specified in the preceding paragraph.

According to the above provisions, the company's meaning of debt joining needs to be resolved by the shareholders' meeting or the board of directors. When the company has not made the above resolutions and does not belong to an exception that does not need to be resolved, the addition of the above debt should be identified as invalid, and the company shall bear the corresponding compensation liability for reference to the invalid guarantee of the guarantee. It should be emphasized that when the company joined the debt of its shareholders or actual controllers, the company's shareholders' meeting resolved, not the board of directors.

Combined with this case, because Xinda and Tianming Company joined the debt of its shareholders Hangyuan Company, it was impossible to make a shareholders' meeting resolutions on this case, and the case did not require an exception. The law firm only requested the two companies to assume joint responsibility for the debtor Hangyuan's debt on the grounds that Xinda and Tianming have been stampd on the "debt joining agreement". The court did not support it. However, the Feiyue law firm may require the two companies to bear the liability for compensation after the debt is invalidated when signing the "debt joining agreement" on the grounds of signing the "debt joining agreement".

In practice, in order to ensure that its creditor's rights are realized, it is not uncommon for debtors to arrange other third -party companies to join the debt, but the corresponding debt is also frequently identified as invalid due to the undisted procedure. The judge here reminds the parties to all parties: When creditors accept third -party companies to join the debt, they must go to the prudent review obligations. They need to review whether the third -party company has made a resolution, form and content in accordance with the law to ensure the corresponding correspondence The debt joining behavior is binding on the company. Third -party companies should also properly keep their official seal, standardize the process of the official seal, and avoid corresponding compensation liability due to poor management seal.

(The characters in the text are all about the name)

Text/Haidian Court Huang Yanyan and Mao Tianmeng

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