（图源网络 侵删）
Case Summary
Individual business owner A and its operator Huang (Party A) signed a "Shareholding Agreement" with Wang (Party B), stipulating "...a capital protection agreement, with a capital return period not exceeding 24 months. If dividends within 24 months are insufficient to cover the principal, Party A shall make up the difference to Party B. After recovering the principal, for the remaining months, Party A guarantees Party B a monthly dividend income not less than 2% of the investment amount... Party B agrees to invest a total of 80,000 yuan." Both parties also agreed in the agreement that Wang would enjoy the rights of "monthly profit dividends proportional to the investment" and that "Party B is not responsible for any of Party A's debts." On the same day the agreement was signed, Wang transferred 80,000 yuan to Huang's bank account, with a remark indicating it was an investment in Party A's business.
After Wang "joined," Huang had transferred some money to Wang via WeChat with remarks about the store's business situation, but such transfers were insufficient to cover the invested principal. When Wang demanded repayment, Huang stopped responding. Wang then sued in court, requesting Huang to repay the remaining invested principal and pay dividends.
Court Trial
The court held that, according to legal provisions, a personal partnership refers to a profit-oriented organization in which two or more natural persons contribute capital, jointly operate, share benefits, and bear risks according to a written or oral agreement, and are jointly and unlimitedly liable for partnership debts. In this case, based on the content of the "Shareholding Agreement" and the WeChat chat records, after the plaintiff Wang invested 80,000 yuan, he received the investment principal and corresponding returns in installments, did not participate in the specific operation and management of Party A’s business, and did not bear operational risks. The legal relation between the plaintiff and the defendant is nominally a partnership but is actually a private loan relationship and should be handled according to the relevant laws on private lending. The agreement on profits and dividends between the parties should be regarded as an interest agreement under a private loan; however, since the agreed interest is excessively high, the court adjusted it according to the law.
Judge's Statement
In daily life, there are often loan contract relationships under the guise of investment, shareholding, partnership, etc., but the nature of the contract cannot be determined solely by its name; it should be determined by the legal relationship involved in the contract content.
According to Article 967 of the Civil Code of the People's Republic of China, a partnership contract is an agreement entered into by two or more partners for a common career purpose, sharing benefits and bearing risks together. The determination of a partnership relationship generally requires elements such as a common career goal, joint investment, joint operation, shared profits, and shared risks. In this case, although the "Shareholding Agreement" signed by the plaintiff, the defendant, and Party A is called a shareholding agreement, in substance there is no intention for Wang to participate in operations or management. Key provisions such as "return of principal at the term end," "capital and interest protection," and "the investor does not interfere with operations and does not bear losses" all align with the characteristics of private lending and lack the fundamental attributes of a partnership relationship of shared profits and risks. Therefore, it should be handled as a general private loan relationship.