According to the case: Civil litigation advocates that the form of the formation of the form should be "subjective and goodwill and no fault"

Core Tips: According to Article 172 of the Civil Code, the actor does not have an agency right, transcending agency rights, or the termination of the agency. Valid behavior. To constitute an agent, the actor must have the appearance of an agency right when trading with the counterparty and enables the counterparty to form a reasonable trust in the actor's right to form a reasonable trust without fault. Recently, the Zhengzhou Intermediate People's Court tried a case of disputes in the trading contract, which involved the identification of the acting behavior.

Basic case

On August 22, 2019, the plaintiff (a commercial company, Party B) signed the "Renjiu Development Contract" with the defendant (a wine company, Party A), and Party A authorized Party B's product series to be distributed by Party B. Essence 3.1 Party A authorized Party B's product distribution period from August 22, 2019 to December 31, 2019. Article 5: Sales task: 5.1 Party B shall pay Party A's first single 3 -ton payment before August 30, 2019, which is RMB (uppercase). ) 1898856, Party A has the right to unilaterally terminate this contract. 5.2 Party B's product sales task in 2019 is RMB (uppercase) 玖 佰 5 5 玖 5 贰 贰 贰 5 5 5 贰 贰 贰 贰 贰 贰 9494280, Party B decompose sales tasks and complete sales on a monthly basis. Specific decomposition: 1062 pieces in September, 1500 in October, 1,000 in November, and 1,748 in December, a total of 5,310 pieces. 6.3 Supply: Party A strictly provides supply in accordance with Article 5 of this contract, and the corresponding goods are allocated on a monthly task plan. 7.5 Reward: Complete the sales task agreed in the contract, Party A will give Party B for sales rewards. On the same day, the two parties signed the "Supplementary Agreement of a Wine Industry Company". 2. Policies: 1. Party B will complete the annual sales task in accordance with the contract, and Party A will give Party B a 12%sales reward. 2. Party A gives Party B's first purchase reward of 100%, temporarily fulfilling 50%, completed the annual sales task of the year at the end of the year, and pays the remaining 50%rebate. After the contract was signed, the plaintiff first ordered the defendant to order 1500 boxes of 9,000 bottles of liquor, and paid the defendant 2.682 million yuan to the defendant on September 29, 2019. When the defendant delivered the goods to the plaintiff 50 % of the first single reward, the 750 -box case was involved in liquor, but the other 50 % of the first single reward was 750 boxes of liquor involved in the case.

It was also found that on August 7, 2020, the plaintiff general manager Zhang and the person in charge of the defendant's Beijing area, Li Mou signed the "Supplementary Agreement" on the specific issues in the cooperation. The distribution period was extended to December 31, 2020. 2. The sales tasks of Article 5 of the original contract do not increase or decrease. 3. The original contract supplementary agreement (p. 12/13) The first "market policy decomposition" was rewarded with the remaining 50%of the reward for the remaining 50%of the reward. cash. During the trial, the witness Li went to the court to make a certificate, saying that the "Supplementary Agreement" was signed by the deputy general manager of the defendant Beijing. The original and the defendant signed a contract in 2019, and the latter 50%rewarded the defendant did not fulfill it, and the payment was 2.682 million yuan. In mid -to -late September 2020, the plaintiff general manager informed the defendant's person in charge of the defendant in Beijing to prepare for the order. After Li reported to the defendant's staff Song, Song replied that there was no supply. In October 2020, the plaintiff once again contacted the defendant to discuss the payment of payment and was still told that there was no source of supply, nor could it be fulfilled that the remaining 50%of the rewards in 2019 could not be fulfilled. The plaintiff's business company sued to the court to advocate 50%of the remaining rewards in 2019.

After hearing the first instance, the court believed that the effectiveness identification of the "Supplementary Agreement" on December 7, 2020. The supplementary agreement is Zhang signed by Zhang Mou, a staff member of the business company, and Li Mou, a staff member of the wine company. Although the official seal of the company's company is not affected, the two as their respective staff members, in the early contracting and supply process, both, both, both There are two people participating. The business company has reason to believe that Li has the right to represent the specific problems in the cooperation between the two parties on behalf of the wine company, and witness Li also proof the authenticity of the supplementary agreement. In summary, the supplementary agreement is legal and effective. Although a business company has not completed the sales task within the agreed sales period, the "Supplementary Agreement" has extended the sales period to December 7, 2021. The commercial and trade company has prepared for the order for many times within the extended sales period. There is no supply, and the achievements of improper prevents conditions are deemed to have achieved conditions. The liquor company did not pay the reward to the commercial and trade company as a breach of contract in accordance with the agreement of the "Sumi Company Supplement Agreement", so it was judged that the wine company compensated the remaining 50%of the rewards of the remaining 50%of the business company.

Court decision

After the first trial was verified, the wine company refused to accept it and appealed, thinking that the "Supplementary Agreement" based on the judgment of the first instance of the first instance was forged fiction, and could not be used as evidence and did not have legal effect.

The court of second instance tried that the focus of the controversy in this case was the effectiveness of the "Supplement Agreement" signed on December 7, 2020. Whether or not to see an agent shall be claimed that the acting proof of the agent proves that the proof of the agent proves that the perpetrator has the right to believe that the perpetrator has the right to have an agency. Article 12 and 14 of the contract involved in the case clearly stipulate that the supplementary agreement needs to be "stamped with the official seal" before it can take effect, otherwise there is no binding force on the wine company. In this case, the performance period of the main contract until August 31, 2019, and the "Supplementary Agreement" was signed on December 7, 2020. The signing time is far exceeding the contract performance stipulated in the main contract, and the "Supplementary Agreement" does not have no did not have When stamped with the seal of the wine company, when the trade company signed the "Supplementary Agreement", it did not fulfill its due review obligations. There was a significant negligence itself. The business company failed to complete the sales task within the contract period agreed by the two parties. According to the contract, the remaining 50%of the reward claimed by the contract, the conditions were not achieved, and the lawsuit request should be rejected. The first trial was wrong, the second trial was corrected, and the judgment was revoked to the first instance and rejected the plaintiff's claim. Judge

According to the relevant provisions of the agency of Article 172 of the "People's Republic of China": After the perpetrator does not have an agency right, transcendence the agency or the termination of the agency, the acting act is still implemented. For agency rights, the agency behavior is valid. The main contract in this case clearly stipulates that the supplementary agreement with the official seal is valid. The case involved the "Supplementary Agreement" without the effectiveness of the contract stipulated in the contract without the official seal. Looking at the process and contract requirements of the "Supplementary Agreement" signed in this case, the plaintiff has obvious faults, and its claims that the "Supplementary Agreement" should not be supported. At the same time, in terms of proof liability, the party that claims to establish an agent in the lawsuit shall bear the responsibility of the proof to prove that the "reason to believe" the actor has the right of agency. It is "goodwill and no fault."

In summary, in the description of the agency system, "the counterparts are goodwill and no fault" should include two aspects: First, the counterparty of the opponent's right to the other party is unknown and believes that the agency behavior performed by the agent belongs to the agency authority. Internal behavior; the second is that the counterparty has no fault, that is, the counterparty has fulfilled the full attention obligations and still cannot deny the agency right of the person. Therefore, the behavior of the business company in this case does not meet the constituent elements of the opposite person and no fault, and the request of the relative person must be rejected. (Xu Weiling, the Intermediate People's Court of Zhengzhou City)

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