Sun Mou and Liu Mou other disputes related to the company

[Case classification] : Contract dispute

[Commissioned time] : February 2014

【 Brief introduction 】

On April 6, 2010, the original and the defendant signed the Joint Venture Agreement, agreeing to establish Company A with a registered capital of RMB 4 million, consistent with the total investment of the company, and the plaintiff contributing RMB 400,000, accounting for 10% of the shares. After signing the contract, invest 400,000 yuan as the registered capital of the company. On June 11, 2010, Company A was incorporated with a registered capital of 1 million yuan, and the plaintiff contributed 100,000 yuan, accounting for 10% of the shares. In September 2010, the defendant informed the plaintiff that the shareholders unanimously agreed to increase capital to the company, requiring the plaintiff to increase capital by 40,000 yuan in proportion to the contribution. The plaintiff agreed and remitted RMB 40,000 to Company A on September 10, 2010. On October 19, 2010, Company A issued a receipt to the plaintiff, indicating that it had received 440,000 yuan of the plaintiff's investment. In mid-November 2010, the defendant once again summoned the shareholders to request a 10% capital increase in accordance with the proportion of capital contribution, and the plaintiff required to understand the company's business situation, consult the financial accounting report before making the decision to increase capital, and required the company to provide the purpose, use, procedures, methods and business objectives of the capital increase, so the plaintiff did not increase capital again. However, the remaining five shareholders of the company sent a letter to the plaintiff on January 15, 2011, asking the plaintiff to pay the 40,000 yuan capital increase as soon as possible according to the unanimous resolution. On June 30, 2011, the court ruled that Company A was ordered to provide the minutes of the shareholders' meeting and the relevant financial accounting report for the plaintiff to consult and copy, but Company A did not provide the above information to the plaintiff after the judgment took effect. At the beginning of 2014, the defendant suddenly called the shareholders to hold a shareholders' meeting, saying that the company's operating condition was poor to end the operation, and the plaintiff did not say anything because he did not understand the company's operation. The plaintiff went to the industrial and commercial authorities to inquire and found that until March 2014, the registered capital of Company A was still 1 million yuan, and the remaining investment funds of the plaintiff had not been registered in Company A through capital increase. The plaintiff believes that the defendant did not fully invest 440,000 yuan in Company A as capital, and the excess investment funds should be returned to the plaintiff. To this end, the plaintiff requested the court to order the defendant to return the plaintiff 300,000 yuan, pay the interest on the bank loan for the same period from June 12, 2010 to the effective date of the judgment, and bear the litigation costs of the case.

【 Lawyer analysis 】

In this case, although the evidence provided by the plaintiff can prove that it had transferred 400,000 yuan to the account of the defendant and Chen Min, after the plaintiff transferred the money, it participated in the formulation of the company's articles of association of Company A, and the articles of association state that the plaintiff's contribution is 100,000 yuan, so the plaintiff's contribution to the registered capital of Company A is only 100,000 yuan. For the above 400,000 yuan, together with the 40,000 yuan directly delivered by the plaintiff to the Company after the establishment of Company A, the plaintiff has received A receipt from Company A amounting to 440,000 yuan, which indicates the receipt of the plaintiff's investment funds of 440,000 yuan, and the plaintiff's acceptance of the receipt shall be deemed as the plaintiff's confirmation that the above-mentioned funds are paid to Company A. In addition, from the accounting vouchers of Company A, the 440,000 yuan paid by the plaintiff has been recorded in the company's financial accounts as the plaintiff's investment funds, and the accounting time and the plaintiff's payment time can confirm each other. Therefore, in the case that the money paid by the plaintiff to the defendant has been used for the plaintiff's investment in Company A, and Company A has issued a receipt to the plaintiff and recorded the relevant money in the financial books, and the plaintiff has received the above-mentioned receipt, the plaintiff claims the right to the defendant and requires the defendant to return the money, and its claim has no factual basis and cannot be established.

【 Verdict 】

Represented by lawyer Xue Tianhong, the court supported lawyer Xue's opinion and rejected the plaintiff's lawsuit request.