Does it affect the validity of the settlement documents signed by the concrete company?


Because concrete enterprises are in the middle and lower reaches of the construction industry, facing the construction party and the owner, they lack the right to speak. They often encounter disputes over payment for goods settlement, and the buyer will refuse to pay, pay less or default on payment for goods for various reasons.The dispute over the payment for goods settlement of concrete sales contract is one of the most common disputes in practice. The plaintiffs of this kind of case are mostly concrete enterprises, and their demands are basically to appeal to the buyer to pay the concrete price and liquidated damages.In the practice of our team, the buyer often claims that the payment cannot be made in accordance with the contract because of the concrete enterprise, for example, there are quality problems, quantity problems or other problems.Even if both parties have signed a settlement agreement, the buyer will still deny the validity of the settlement agreement on the grounds of defects in the settlement agreement, such as claiming that the settlement document form is not standard, the signer is not authorized, and the settlement content is wrong.Based on the practical experience of this team, this paper will try to analyze whether the buyer can deny the validity of the settlement agreement on the grounds that the signer of the settlement document is an unauthorized agent after the concrete settlement agreement is signed.If the buyer refuses to ratify the agreement, the settlement agreement will be invalid. If the buyer claims that the person signing the settlement agreement with the concrete company at that time is not authorized by the buyer, the contract cannot be simply determined as invalid.If there is an apparent agency, the contract is still valid.Generally, if the signer does not have the authorization of the buyer, his signature behavior belongs to the ultra vires agent or the authority of the agent, if the buyer does not ratify, then the settlement agreement is invalid.According to Article 171 of the Civil Code, “If an actor does not have agency power, exceeds his agency power, or after his agency power is terminated, the act of agency shall not be effective on the principal without ratification by the principal.”However, considering the actual situation of concrete transactions, usually with a manager, contractor or even temporary personnel transaction, enterprises often find it difficult to judge whether the signing of the settlement agreement is authorized by the buyer. At this time, our team suggests that concrete enterprises consider whether the buyer constitutes an apparent agent.Three, concrete settlement agreement signed if constitute ostensible agency, the buyer can’t duly signed by the staff for the right to, unauthorized agency denied that the effectiveness of the settlement agreement if the concrete enterprise objectively have reason to believe that the agent has no right to have agency, and is good, there is no subjective offence, constitute ostensible agency, the settlement agreement is still valid.Article 172 of the Civil Code stipulates: “If the actor has no agency power, exceeds his agency power or terminates his agency power, but still performs the agency act, the counterpart has reason to believe that the actor has agency power, the agency act is valid.”If the concrete enterprise’s previous transactions have all been delivered with the other party, and the other party is an employee of the buyer’s company, has been authorized by the buyer’s company, or has a close connection with the buyer, the concrete enterprise has objective reason to believe that the powerless agent has the power of agency.At the same time, if the concrete enterprise does not have the right to agent at this time do not know, then the concrete enterprise is in good faith subjectively, and no fault.In this case, it can be considered that the act of the signatory constitutes apparent agency, even if it is not authorized by the buyer’s company, the settlement agreement is still valid.Sichuan Provincial High People’s Court, in the reexamination and judicial Supervision of the sale contract dispute with Prince ‘s-Feather Construction Engineering Co., Ltd. and Dingli Commercial Concrete Co., LTD., holds that:”In our hospital after examination, believes that the sichuan Hong star company and be, the project department management agreement signed DJ dee, agreed by the be form overseas Chinese love saemaul undong qingjiang relocated houses construction project engineering projects, and appointed to be the first head of the project department, general contracting forth county township, delay Chinese love saemaul undong qingjiang relocated houses construction project.Although the two sides in the project department management protocol agreed “chapter projects department official seal and the company does not authorize”, “project department operate independently, self-financing”, “project department of creditor’s rights debt has nothing to do with the company, in the absence of affix one’s seal agreed to in writing by company, all the economic transactions between all borne by the project department responsibility”,But the effect of the agreement, with Prince William, with Wu Zhiming and Li Jinsong, should not bind any other bona fide third party.”If there is an apparent agent, the concrete enterprise can ask the buyer to fulfill the settlement agreement and pay for the goods.The High People’s Court of Qinghai Province, in the written civil ruling on the Supervision of the civil trial of the Sales Contract Dispute between Hengli Company and Deling Hakolida Company, held that: “In accordance with the Provisions of The Supreme People’s Court on the Application of the Time Validity of the Civil Code of the People’s Republic of China, Article 1, Clause 2:”Civil dispute cases arising from legal facts prior to the entry into force of the Civil Code shall be governed by the provisions of the laws and judicial interpretations of the time, unless otherwise provided for by such laws and judicial interpretations”.The sales contract in this case was signed on September 1, 2018, so the relevant laws shall be governed by the provisions of the law before the implementation of the Civil Code.According to Article 172 of General Principles of the Civil Law of the People’s Republic of China, “If the actor has no agency power, exceeds his agency power or terminates his agency power, but still performs the agency act, the other party has reason to believe that the actor has agency power, the agency act is valid”.Hengli Company recognized the existence of affiliation relationship with the third party in the first and second trials.Whether the case involves the crime of official seal or not does not of course offset the liability liu Ling should bear under the sales contract signed by Hengli Company and Kelida Company as the agent.The legal relationship between Hengli Company and Liu Ling is not the same as the sales contract in this case.As to whether the IOU issued between Liu Ling and Kelida belongs to the new settlement, there will be consequences of debt transfer.As the entrusted agent of Hengli Company signing the contract, Liu Ling has reason to believe that the IOU issued by Kelida Company is issued by Liu Ling on behalf of Hengli Company.It is improper for Kolida to Sue Hengli and the third party to assume corresponding obligations according to the contract.”In summary, under normal circumstances, if the signer is not authorized and the buyer refuses to ratify, the settlement agreement signed by the concrete company is invalid.However, if it constitutes a prima facie agency, the buyer cannot deny the validity of the settlement agreement even if the signer has no right or exceeds his authority to sign on behalf of it.Based on the practical experience of our team over the years, we suggest that concrete enterprises take precautions and verify the identity of the signers in multiple ways, so as to prevent the signers from being unauthorized or exceeding their authority, which may affect the subsequent performance of the settlement agreement.

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