” The court of second instance held that C was the guarantor and also stated that the jurisdiction of the case should be subject to the commodity XXX purchase and sales contract, but held that C had the right to change the jurisdiction court of the contract.
the contract showed that C was the person in charge of the project Department of company B.
However, due to the intention or negligence of the person in charge of the project department, he has exceeded his authority when signing contracts, confirmations, letters of guarantee and other legal documents, such as changing the liquidated damages of the original contract, the term of contract performance or the competent court beyond his authority.
The reasoning of the court of first instance completely fails to take into account that the terms of the contract limit the content of the letter of commitment that C has the right to issue.
Therefore, the people’s courts of D and E have jurisdiction over this case.
C is the authorized person of company B expressly agreed in the contract.
the above debt certificate, statement of account, letter of commitment, settlement sheet, etc.
His commitment includes the agreement on the competent court, and its effect of course extends to company B, so it is determined that the people’s Court of E has jurisdiction over the case.” However, according to the agreement in Article 16 (3) of the contract, the scope of authorization of company B to company C does not include the jurisdiction court of changing the contract.
In fact, the content of contract 16 (3) only gives C the financial reconciliation during the performance of the contract, and is also limited to the confirmation and commitment of the performance of the contract according to the contract.
During the performance of the contract, because company B failed to pay the payment in time, company C issued a separate letter of commitment to company a, promising that company C will bear joint and several liability for the debts of company B.
The reasoning of the court of first instance is: “according to the agreement in 16 (3) of the commodity XXX purchase and sales contract, C has the right to issue a letter of commitment to company A.
” At the same time, Article 16 (6) of the contract stipulates that “if the matters not covered in the contract need to be supplemented or the performance process needs to be changed, both parties must sign a supplementary agreement, which shall be valid only after the legal representatives or entrusted agents of both parties sign and affix the administrative seal or special seal for contract.
In this regard, our team combined with practical cases to analyze the problem from the legal level, in order to attract jade.
In order to facilitate the construction period, the person in charge of the project management department is often set up in the project construction department, which has the characteristics of long-term project management, and generally has the right to enumerate the project management in the process of project management.
if company C or company B fails to fulfill the contents of the letter of commitment, company a can submit it to the people’s Court of e city for litigation.
are Only C has the right to issue.
Therefore, the jurisdiction clause made by C on behalf of company B in the letter of commitment shall have the same effect as that of company B and shall be regarded as a supplement to the existing jurisdiction clause in the original contract.
The resulting question is, what is the nature of the letter of commitment? Does the content promised in the letter of commitment exceed the authorization scope of the original contract? Does the people’s Court of e city have jurisdiction over this case? 2、 Practical reflection: both the courts of first instance and second instance believe that C has the right to change the jurisdiction provisions of the original contract, but there are some Argumentation Logic in the ruling of the courts of first and second instance.
In the process of project construction, the person in charge of the project department often signs various contracts in the name of the construction enterprise, especially the purchase and sales contracts of various building materials, equipment leasing contracts, subcontracts, etc.
are not legally binding on Party B.
Finally, company B still did not pay the purchase price, and company a sued company B and company C to the people’s Court of e city.
The court of first instance believes that all letters of commitment issued by C as the authorized client can be effective for company B, The reasoning logic has some irrationality.
The supplementary agreement that is not signed in writing or affixed with the administrative seal or special seal for contract shall not be effective for company B”, It is also agreed that in case of any dispute between both parties, both parties can submit it to the people’s Court of D City for litigation.
It was agreed in Article 16 (3) of the contract, “Except that the personnel expressly authorized in the contract can exercise their rights within the scope of authorization, no other personnel can deal with the matters agreed in the contract, including issuing the debt certificate, statement of account, letter of commitment, settlement sheet, etc., and the resulting resolutions, vouchers, replies, commitments, settlement, etc.
Finally, it needs to be determined by the judge.
In order to facilitate the construction period, the person in charge of the project management department is also given the right of project management.
The reasoning of the court of second instance is: “the original contract specifies that C is the project manager of the project involved in the case of company B, and authorizes C to issue reconciliation and settlement matters including arrears certificate, statement of account, letter of commitment, settlement sheet and so on during the performance of the contract.
In case of disputes between the two parties, these legal documents signed by the head of the project department may put the construction enterprise at a disadvantage in litigation, because in case of disputes, the obligatory party always makes every effort to reduce the scope of obligations, and the right party always tries to expand the scope of rights.
1、 Brief description of the case: Company A and company B signed the commodity XXX purchase and sales contract, which agreed that company a would provide XXX to the project undertaken by company B.
However, since the judge is not a party to the contract and is likely to make a determination that is not in line with the original intention of the parties to the contract due to the deviation of personal understanding, it is very important to use enumeration expression reasonably and effectively to lock the rights that the parties to the contract actually want to give to the person in charge of the project department.
The commitment also has its boundary, which should not be expanded and interpreted as changing the terms of the original contract or aggravating the obligations of Party B in the original contract..
This clause gives C higher authority, even including the settlement of the project involved and other main rights and obligations, while contract 16 (6) The clause of does not exclude the expression of intention of C’s authority.
