Release: Center of Jinan quadrangle news
Guide language: Be done business by revoke in Laolai charter, and can fall for executive circumstance without belongings, it is OK that application executes a person other case is sued be carried out formerly the person's partner or trustee controls a partner or the company controls a person actually, ask afore-mentioned personnel assume corresponding civil responsibility.
Legal basis:
Top people court about applicable < company law of People's Republic of China > the regulation of a certain number of problems (2) the 18th regulation:
The trustee of the partner of company of ◇ finite liability, Inc. and accuse a partner to did not establish liquidation group to begin to liquidate inside legal time limit, bring about company worth to devalue damage of prediction of a person's luck in a given year perhaps destroys break, creditor advocates its are in cause what liability to pay compensation assumes to debenture Wu inside loss limits, people court should give lawfully support.
The trustee of the partner of company of ◇ finite liability, Inc. and because of,control a partner idle at fulfilling obligation, bring about company main worth Zhang book is important the file destroy break, cannot undertake liquidating, creditor advocates its assume responsibility of implicative pay off to debenture Wu, people court should give lawfully support.
Afore-mentioned ◇ case fasten reason of effective control person to cause, creditor view controls a person actually to assume corresponding and civil responsibility to debenture Wu, people court should give lawfully support.
According to afore-mentioned regulations, it is OK that application executes a person other case is sued be carried out formerly the person's partner or trustee controls a partner or the company controls a person actually, ask afore-mentioned personnel assume corresponding civil responsibility.
Case of directiveness of top magic art 9:
The company is not liquidated by revoke hind partner ought to assume responsibility of implicative pay off to debenture Wu
Armour trade limited company appeals to the desk of business contract dispute such as XX of Jiang XX king (top people court rules committee discussion is passed released on September 18, 2012)
The judgment wants a place:
The trustee of the partner Inc. of finite liability company and control a partner, ought to be done business by revoke in the company lawfully liquidation obligation is fulfilled after charter, cannot with its not be to control a person actually to join company management not actually perhaps for, avoid liquidation obligation.
Relevant law:
Company law of People's Republic of China the 20th the 184th
Basic details of a case:
Accuser Shanghai puts bright trade limited company (abbreviation puts bright company) appeal to say: Its set stock to be restricted to machinery of constant of develop of the accused Changzhou company (company of abbreviation develop constant) supply rolled steel, jiang Zhidong of blessing of constant of room of 1395228.6 yuan of the accused mixes Shang Qian payment for goods of develop constant company the partner that Wang Weiming is develop constant company, develop constant company not yearly check, by business charter of revoke of door of The Ministry of Commerce and Industry, because its idle liquidates obligation at fulfilling,did not organize liquidation up to now, bring about company worth prediction of a person's luck in a given year to destroy break, the creditor's rights that puts bright company cannot get pay off to explain a provision according to company method and relevant judicatory, the debt that Jiang Zhidong of room constant blessing and Wang Weiming reply develop constant company assumes joint liability reason to request to sentence Ling Taheng company to repay keep bright company payment for goods 1395228.6 yuan reach penalty due to breach of contract, jiang Zhidong of room constant blessing and Wang Weiming assume responsibility of implicative pay off to the debt of develop constant company.
Wang Weiming argue weighs the accused Jiang Zhidong: 1. Two people never had shared the management of develop constant company; 2. Develop constant company is controlled actually by blessing of constant of large stockholder room, two people cannot undertake liquidating to its; 3. Because develop constant company manages not to be pooh-poohed, already bore a large number of liability before charter be businessed by revoke, endowment not pay a debt in kind or by labour, because Jiang Zhidong king defends bright idle to liquidate obligation and bring about worth of develop constant company to destroy at fulfilling,be not break; 4. Jiang Zhidong Wang Weiming ever also entrusted a lawyer to undertake liquidating to develop constant company, but be fooled to grab by creditor for many times as a result of property of develop constant company, bring about cannot liquidate, the circumstance reason that because Wang Weiming of this Jiang Zhidong is nonexistent,idle liquidates obligation at fulfilling requests to reject put bright company to Jiang Zhidong Wang Weiming's lawsuit requests.
Blessing of constant of house of company of constant of the accused develop did not join suit to front courtyard, yi Wei replies argue.
The court finds out via cognizance: On June 28, 2007, put bright company and develop constant company to build concern of contract of rolled steel business to put bright company to fulfil the 7095006.6 yuan obligation that offer money, develop constant company already paid payment for goods 5699778 yuan, still owe payment for goods 1395228.6 yuan additional, jiang Zhidong of room constant blessing and Wang Weiming are the partner of develop constant company, what occupy share to be 30 ％ of 40 ％ respectively because company of constant of 30 ％ develop did not have a yearly check, was done business by revoke of door of The Ministry of Commerce and Industry on December 25, 2008 charter, up to now partner did not organize liquidation to show develop constant company to manage the land without office, account book and belongings all miss because can be carried out by break down for carrying out without belongings,develop constant company is in in other case.
Juridical result:
Court of people of area of Shanghai loose river made on December 8, 2009 (2009) pine civilian 2 (business) first word the 1052nd civil judgment: Liquidate of company of one develop constant keeps bright company payment for goods 1395228.6 yuan reach corresponding penalty due to breach of contract; After Jiang Zhidong of blessing of 2 rooms constant and Wang Weiming assume responsibility of implicative pay off to adjudge to afore-mentioned debt of develop constant company, jiang Zhidong Wang Weiming puts forward a:appellant Shanghai court of the first intermediate people made on September 1, 2010 (2010) Shanghai one in civilian 4 (business) eventually word the 1302nd civil judgment: Reject appeal, maintain original judgement.
Juridical reason:
Judgment of forensic become effective thinks: Put bright company to press after offerring money about, develop constant company fails to press make an appointment with paid payment for goods, ought to assume corresponding payment responsibility and the partner that Jiang Zhidong and Wang Weiming regard blessing of constant of room of responsibility of breach of contract as develop constant company, should be done business by revoke in develop constant company because Fang Hengfu Jiang Zhidong and Wang Weiming idle liquidate obligation at fulfilling,seasonable organization is liquidated after charter, the main belongings that causes develop constant company account book already all destroyed break, cannot undertake liquidating, jiang Zhidong of room constant blessing and Wang Weiming idle liquidate voluntary action at fulfilling, violated the relevant regulation of company method and its judicatory explanation, ought to assume company of constant of develop of responsibility of implicative pay off to regard finite responsibility as the company to the debt of develop constant company, its collectivity partner is in jural should the law of liquidation obligor corporation that an organic whole becomes a company and the escape clause that judicatory explanation did not set to argue of Wang Weiming place weighs Jiang Zhidong related its, how much is no matter Jiang Zhidong Wang Weiming is in develop constant company,the share that holds accordingly, shared the management of the company whether actually, two people are done business by revoke in develop constant company after charter, accountability undertake liquidating to develop constant company lawfully inside legal time limit.
About Jiang Zhidong Wang Weiming argue says constant company is in develop to be done business by revoke a large number of liability already were borne before charter, although its idle liquidates obligation at fulfilling, also destroy with worth of develop constant company break between the fact that finds out without associated sex basis, because do not have the circumstance that belongings can be carried out by break down for carrying out,develop constant company is in in other case, can prove people court did not search the belongings of develop constant company in carry out only, the belongings that the belongings of company of indemonstrable develop constant already destroyed before charter be businessed by revoke the 3 partner idle of company of the constant that break develop liquidates obligation and develop constant company at fulfilling entirely account book destroys break between have connection of cause and effect, this contradictory reason of Jiang Zhidong Wang Weiming does not establish Jiang Zhidong Wang Weiming to entrust what the lawyer undertakes liquidating to entrust the proof of acting contract and lawyer, can prove Jiang Zhidong Wang Weiming to be about to undertake liquidating to develop constant company only, but did not undertake to the liquidation of develop constant company in fact accordingly, cannot maintain Jiang Zhidong Wang Weiming to fulfil liquidation obligation lawfully, reason to Jiang Zhidong this contradictory reason of Wang Weiming does not grant to adopt.
