Siwan company (seller) and the deep light company (buyer) signed a contract of sale, the contract agreed that the seller delivery, the buyer needs to pay the full amount of the contract, Siwan company delivery, the deep light company still owed 33,500 yuan unpaid, so Siwan company to the court. After the lawsuit, the company paid 25,500 yuan, and claimed that the remaining 8,000 yuan has been transferred to the Siwan collection staff account. Siwan denied that the 8000 yuan is to pay for the goods in the case, claiming that it is the staff personal transactions, and asked Shamkuang to pay the payment of 8000 yuan and interest for late payment. The Haidian Court ruled in favor of Siwan's request.

Brief Description of the Case

    Siwan claimed that it and Shenguang were two enterprises engaged in the manufacture and sale of industrial products, and the two parties signed two industrial products sales contracts within six months, agreeing that Shamkuang would purchase power system automation software and line protection devices from Siwan at a total price of 175,500 RMB. After the contract was signed, Siwan completed the delivery, and SZG transferred 167,500 RMB to Siwan through the company account in the following four years. SZG claimed that the remaining 8,000 RMB had been transferred by its employee Li Yang to the personal WeChat account of Siwan's collection employee Jia Ding.

   Siwan argued that the 8,000 yuan was not payment for the goods in question, but was considered to be the employee's personal account.

Court Hearing    

    During the court hearing, Shenguang submitted the WeChat transfer records of its employee Li Yang and Siwan's employee Jading, proving that Li Yang transferred a total of 8,000 yuan to Jading in three instalments, with one of the transfers stating: I am an individual. Shenguang believes that Jading said he was a collector and that the bonus would be deducted for the public payment, so Li Yang was asked to pay Jading directly, and Jading then paid the company's finance. The reason why did not go to the public account because the company account no money, so the 8000 yuan for the contract payment. Shenguang claimed that it had already paid for the goods, so it should not pay the 8,000 yuan and the corresponding interest. In this regard, Siwan company believes that, although Jia Ding is its company employees, but only have the authority to call for money, not the authority to receive money, the company also did not receive money to make special authorization, both sides of the money to the public account to complete the receipt of the 8,000 yuan of Li Yang and Jia Ding's personal funds, has nothing to do with the case.

    After hearing, the court held that the focus of the dispute is whether the 8000 RMB transferred from Li Yang to Jia Ding is the payment for the goods paid by Shenguang

    First of all, on whether the collection of money by Jia Ding is a representation. In Jia Ding on behalf of the Siwan company to the deep light company to demand the contract under the payment period, in addition to the dispute of the 8000 yuan, the rest of the money are remitted to the Siwan company's public account, the deep light company did not adduce evidence to prove that there is the existence of Jia Ding has the authority to collect the power of attorney and other elements of the objective form of the appearance, and did not submit with the communication between the communication between the Jia Ding, the contact records in order to prove that the Jia Ding explicitly required the contract owed to him personally as a means of payment. Remit to his personal as a means of payment, so the deep light company can not prove that it is in good faith and no negligence to believe that Jia Ding has the authority to collect, deep light company through Li Yang to Jia Ding personal account transfer payment form does not comply with the general rules of the transaction, therefore, does not constitute an apparent agent.

    Secondly, from the situation of the payment of goods that Shenguang has paid to Siwan, except for November 30, 2020, the payer is Li Yang's personal account, the rest are all transfers to the public account, it should be noted that the time of Li Yang's three transfers to Jading is interspersed with the company's payment of payments to the public transfers during the period of 2019, 2020, and the end of July and early August of 2021, and the time of the transfer is formed with regularity, and the The amount of money is relatively small, in addition, Li Yang transferred 5,000 yuan to Jia Ding note “my personal”, Li Yang also did not provide a reasonable explanation. The possibility of other exchanges between the parties is not excluded.

    In summary, the court found that the 8,000 yuan was not paid by Shenguang to Siwan. Now that the payment time agreed in the contract has expired, Shenguang should pay the remaining payment of 8000 RMB and the corresponding interest for late payment.

   Finally, the court made the above judgment. The judgment is now effective.

Judge's Statement

   According to Article 172 of the Civil Code: “If the actor does not have the right of agency, exceeds the right of agency, or after the termination of the right of agency, still performs the act of agency, and the relative has reason to believe that the actor has the right of agency, the act of agency is valid.” The recognition of the elements of apparent agency mainly includes the following four aspects: 1. no right to act, that is, the agent does not have the right of agency, beyond the right of agency or the termination of the right of agency after the implementation of the agency act. 2. in the appearance of the agency act exists to make the relative person believe that the actor has the right of agency, including: (1) the existence of the appearance of the authorization, the practice is manifested in the actor holds the agent's authorization power of attorney, blank contract book and so on Indicates that it has the right of agency of the supporting documents; (2) the relative to the actor has the right of agency to form a reasonable trust. 3. the relative and the unauthorized agent to implement the civil legal acts. 4. the relative in good faith and without negligence. In this case, the deep light company did not submit evidence to prove the existence of the appearance of the collector authorization and with the collector on the payment of goods to its personal account communication, contact records, failed to prove that it has done a reasonable review of the obligation, does not belong to the bona fide and without negligence, so it does not constitute an apparent agent.

    It is worth noting that, “collection” refers to the creditor or a third party entrusted by the creditor, through lawful means to urge the debtor to fulfill the repayment or settlement obligations, the main responsibility of the collection agency through the customer communication, negotiation and take the necessary collection measures, to solve the problem of overdue accounts, does not ipso facto include the collection of accounts on behalf of the authority.

    The judge hereby reminds: enterprises in the business process should strictly abide by the contract agreement, through the public account payment, strengthen internal financial management, standardize the flow of funds process, as far as possible to avoid inter-company funds through the employees' personal accounts, to ensure the legitimacy of the flow of funds and traceability. In the course of the transaction, the enterprise should fulfill the obligation of reasonable examination of the counterparty to the transaction, and at the same time conduct the transaction through formal channels in order to avoid unnecessary legal risks and economic losses. In litigation, the parties have the burden of proof for the claims they make, and enterprises should properly preserve transaction records and communication evidence to safeguard their rights and interests in disputes.

             This article is reprinted from WeChat public number “Beijing Haidian Court”, with thanks!