The appellant Zhang Haifeng appealed to this court (the Second Intermediate People's Court of Beijing) for refusing to accept the civil order of the Xicheng District People's Court in the case of contract dispute with the appellant Ren Jun.

    Zhang Haifeng appealed that the first instance court found that the case does not constitute a shareholder investment dispute or related to the company's main reason is Zhang Haifeng did not provide evidence to prove that Ren Jun belongs to the shareholders of Lebaijia supermarket, so does not support the case applicable to the shareholder investment dispute or related to the company's disputes and determine the jurisdiction accordingly. However, this identification ignored the fact that Ren Jun admitted in the complaint that he invested in Lebaijia supermarket. On the contrary, Ren Jun had a clear and clear cognition that his transfer behavior was capital contribution, and the court of first instance held that Ren Jun's behavior did not constitute capital contribution, which was obviously not in line with the true intention of the parties. At the same time, according to the "screenshots of Lebaijia Supermarket network system" supplemented by Zhang Haifeng in the second trial, Ren Jun is one of the bosses of Lebaijia supermarket, and other shareholders or employees of the company can know the existence of Ren Jun through the network system, and it is an indisputable fact that Ren Jun is a shareholder of Lebaijia supermarket. In fact, this case is completely in line with the characteristics of shareholder investment disputes or disputes related to the company, the first instance qualitative contract disputes obviously not appropriate. According to Article 27 of the Civil Procedure Law and Article 22 of the Interpretation of the Civil Procedure Law, disputes related to the company shall be under the jurisdiction of the people's court in the place where the company is domiciled. This case is as important as the dispute over the confirmation of shareholder qualification, capital reduction and capital increase of the company, and should also be under the jurisdiction of the people's court of the place where the company is domicile. According to the rental contract of Lebaijia supermarket submitted by Zhang Haifeng in the first instance, the actual business address of Lebaijia supermarket is Anzhen Xili, Chaoyang District, Beijing. Therefore, this case should be under the jurisdiction of Chaoyang District Court. Second, to say the least, even if the court of first instance believes that the qualitative nature of the contract dispute in this case is not improper. But according to the wechat chat records submitted by Ren, the alleged contract between the two parties was also concluded through wechat. In accordance with the provisions of Article 20 of the Interpretation of the Civil Procedure Law, Provisions of Article 2 of the Provisions of the Supreme People's Court on Several Issues concerning the Application of Law to the Trial of Civil Disputes Concerning Infringement of the Right of Communication through Information Network and the spirit of the Civil Ruling No. 22 of the Supreme People's Court (2022), if the sale contract concluded through information network is delivered through other means, The place of receipt shall be the place of performance of the contract. The main contractual obligation between the two parties is to deliver the equity of Lebaijia Supermarket, and the delivery of equity is to cooperate with the company to register or to register the company change. The place of receiving the goods of Ren Jun shall be in the place of the company or the place of registration of the company change. The actual place of operation of Lebaijia supermarket is Chaoyang District, and the place of registration or change of registration is Pinggu District. Based on the cause of the contract dispute, this case should also be heard by Chaoyang District Court or Pinggu District Court, and the court of first instance does not have jurisdiction. Request to cancel the ruling of first instance and transfer the case to Beijing Chaoyang District People's Court for trial.

    With regard to Zhang Haifeng's appeal, Ren Jun argued that he agreed with the ruling of the first instance and disagreed with the appellant's appeal request.

    After examination, the Court held that, first of all, jurisdiction is the premise for the operation of civil procedure, and the objection to jurisdiction case resolves the issue of whether the court charged has jurisdiction over the case, without entering into the physical trial of the case. In the stage of jurisdiction trial, generally only formal review of the case is carried out, that is, as long as the parties' claims and the initial evidence submitted can determine the jurisdiction in form, the court can determine the jurisdiction of the case. At the same time, the review of jurisdiction is a procedural review. When the nature of the legal relationship of the case affects the jurisdiction of the case, the nature of the disputed legal relationship of the case should be determined according to the legal relationship directed by the plaintiff's litigation request and the initial evidence provided by the plaintiff, so as to determine the jurisdiction of the case.

    In this case, based on the debit Card Account History Details List and other evidence, Ren Jun took the fact that the two parties formed a contractual relationship, he has performed the investment obligation according to the contract, but Zhang Haifeng has breached the contract as the reason, and filed a lawsuit, requiring the termination of the contractual relationship between the two parties concerning the investment supermarket. Zhang Haifeng returned the funds of Ren Jun and paid for the loss of the appropriation of funds. Therefore, at the trial stage of jurisdiction, from the perspective of form review, it should be recognized that this case is a lawsuit brought by contract dispute.

    Second, even if the dispute in this case is shareholder contribution dispute. The lawsuit caused by the shareholder's contribution dispute is a lawsuit with the nature of payment. Although this kind of litigation is related to the company, it does not involve the organizational change and organizational behavior of the company, nor does it involve a number of legal relations. It does not belong to the internal disputes of the company in the process of operation, nor does it belong to the contradictions and disputes between the internal organs of the company, and the judgment result of the case only has legal effect on the investor and other shareholders sued. Therefore, shareholder investment disputes do not have the nature of disputes in the organizational law of the company, the litigation arising from the dispute does not belong to the company organization litigation, should not apply to the jurisdiction of the dispute related to the company to determine the jurisdiction of the court.

    Thirdly, whether this case should apply to the Interpretation of the Supreme People's Court on the Application of the Civil Procedure Law of the People's Republic of China (hereinafter referred to as the Interpretation of the Civil Procedure Law) Article 20 "A sale contract concluded through the information network, where the subject matter is delivered through the information network, the place of residence of the buyer shall be the place of performance of the contract; If the object is delivered by any other means, the place of receipt shall be the place of performance of the contract. Where a contract provides for the place of performance, jurisdiction shall be determined in accordance with the provisions of the contract. In other words, the above question can be simply described as whether the sale contract concluded by wechat is an information network sale contract.

    In this regard, the court believes that the transaction subject of the information network sales contract has the characteristics of virtuality, the scope of the identification of the contract should not be expanded, and should be limited to the "online shopping behavior" with typical characteristics of the information network contract. Wechat is only the carrier and way for both parties to convey the content of the contract, without the typical characteristics of the information network contract. The reasons are as follows:

    Although Article 2 of the Provisions of the Supreme People's Court on Several Issues concerning the Application of Law to the Trial of Civil Disputes Concerning Infringement of the Right of Network Communication of Information (hereinafter referred to as the Provisions on Civil Cases Concerning Infringement of the Right of Network Communication of Information) stipulates: "Information networks mentioned in these Provisions include computer Internet, information networks such as broadcasting television networks, fixed communication networks and mobile communication networks with computers, television sets, fixed telephone sets, mobile telephones and other electronic devices as terminals, as well as local area networks open to the public." However, from the perspective of the meaning, This regulation is only applicable to the people's court to try the civil dispute cases of infringement of the right of communication of information network, not including the cases of disputes arising from the sales contract based on information network. Therefore, the concept of "information network" in Article 2 of the Provisions on Civil Cases concerning Infringement of the Right of Communication of Information Network should not be equivalent to "information network" in Article 20 of the Interpretation of Civil Procedure Law. The two are far apart from each other in the interests of the protection law and the legislative purpose.

    If the definition stipulated in Article 2 of Provisions on Civil Cases concerning Infringement of the Right of Communication through Information Network is generally and mechanically applied in the dispute cases of information network sales contract, the traditional telephone purchase and fax order transaction mode will also be included in the scope of information network sales contract. The jurisdictional rules of information network sales contract have the characteristics of tending to protection, and the scope of application should be strictly limited, otherwise it will be harmful to the equal order of commercial transactions. The purpose of the establishment of commercial law is to promote the transaction of the subject. Excessive protection of one party will increase the risk cost of online transaction, which will make the transaction degenerate into less efficient offline negotiation, which is not conducive to the development of commodity economy. In the era of highly developed information network, the confirmation of the relevant contents of the sales contract with wechat and other means is in line with the trading habits and economic benefits. The content reached between two parties cannot be identified as an information network sales contract only after communication and negotiation through wechat.

    At the same time, Article 20 of the Interpretation of Civil Procedure Law focuses on the protection of procedural interests when the interests of the buyer are damaged under the virtual uncertainty of the information network. If all sales contracts concluded on wechat are included in the scope of "sales contracts concluded by means of information network", so as to determine the place of buyer's residence or the place of receiving goods as the place of contract performance, it will obviously cause procedural injustice. Especially when the seller claims to pay for goods, he can only file a lawsuit in the people's court of the place of buyer's residence, which will greatly increase the cost of rights protection.

    In addition, the "conclusion by means of information network" of the sales contract needs to meet the requirements of "specific network platform" + "Release and display of commodities on the platform" + "transaction completed on the platform", that is, release and display of products to non-specific consumers on a specific e-commerce platform to complete the transaction. If both parties only use wechat as a negotiation tool or a carrier and method for forwarding the contract text contents to the other party, this situation does not have the characteristics of an information network contract.

    Specifically in this case, wechat is only a carrier and way for both parties to convey the contract information and determine the contract content, and relevant transactions are not carried out on a specific e-commerce platform. Accordingly, the content reached by both parties belongs to the scope of traditional ordinary contract, not the information network sales contract, and this case should not apply Article 20 of the Interpretation of Civil Procedure Law to determine the court of jurisdiction.

    Finally, Article 24 of the Civil Procedure Law of the People's Republic of China stipulates: "A lawsuit brought on a contract dispute shall be under the jurisdiction of the people's court of the place where the defendant has his domicile or where the contract is performed." Since Zhang Haifeng's domicile is located in Xicheng District of Beijing, which is under the jurisdiction of Xicheng District People's Court of Beijing, the Xicheng District People's Court of Beijing has jurisdiction over the case.

    To sum up, Zhang Haifeng's appeal grounds are not valid, and his appeal request should be rejected.

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