Case 47. The cancellation of a company is not a legal situation where the validity of the arbitration agreement is extended to the successor. The legal person of a company and its shareholders belong to different civil subjects, and the legal person of a company has independence. After the company is deregistered, the arbitration agreement signed in the name of the original company has no binding force on its shareholders.
Case Name: Huang Mouyou and Liao Mouying Applying for Confirmation of the Validity of the Arbitration Agreement
Case number: (2022) Gui 01 Min Te No. 181
Reason for judgment: Regarding the legality and validity of the arbitration agreement. According to Article 17 of the Arbitration Law of the China, the arbitration agreement is invalid under any of the following circumstances: (1) the agreed arbitration matters exceed the scope of arbitration prescribed by law; （2） An arbitration agreement signed by a person without civil capacity or a person with limited civil capacity; （3） One party uses coercive means to force the other party to enter into an arbitration agreement. Article 8, Paragraph 2 of the "Contract for Entrusted Operation and Management of Shops" in the case stipulates that any disputes arising from the execution of this agreement shall be resolved through friendly negotiation between both parties. If the negotiation fails, either party has the right to submit the dispute to the Nanning Arbitration Commission for arbitration, and the arbitration award shall be final. The above arbitration agreement clearly states the intention to request arbitration, the arbitration matters, the selected arbitration committee, and meets the formal and substantive requirements of the legal validity of the arbitration agreement. There is currently no evidence to prove that the agreement is legally invalid, so the arbitration agreement in question is legal and valid.
Regarding the validity and binding force of the arbitration agreement on Huang. Article 8 of the Interpretation of the Supreme People's Court on Several Issues Concerning the Application of the Arbitration Law of the China stipulates that "if the parties merge or divide after concluding an arbitration agreement, the arbitration agreement shall be valid for their successors in rights and obligations. If the parties die after concluding an arbitration agreement, the arbitration agreement shall be valid for their successors". Firstly, the above provisions do not extend the validity of the arbitration agreement to the successor, and this case belongs to the situation of company deregistration. If it is determined that Huang is bound by the above arbitration clause, there is no legal basis; Secondly, although Huang was a shareholder of Guangxi Shengrenhe Asset Management Co., Ltd. (hereinafter referred to as Shengrenhe Company) before its cancellation, the company's legal representative and shareholders belong to different civil entities, and the company's legal representative has independence. Liao Mouying claims that Huang is the successor of Guangxi Shengrenhe Asset Management Co., Ltd.'s rights and obligations without legal basis, Therefore, although the arbitration clause stipulated in the "Shop Entrustment Management Contract" signed between Liao Mouying and Shengrenhe Company is legal and valid, as the two parties to the contract are Liao Mouying and Shengrenhe Company, Huang Mouyou is only a shareholder of the company. After the company is deregistered, its rights and obligations do not naturally extend to shareholders. Therefore, the arbitration clause stipulated in the "Shop Entrustment Management Contract" signed by Liao Mouying and Shengrenhe Company is not binding on Huang Mouying.
Case 48. If one party fails to respond to the other party's expression of intention regarding arbitration, it cannot be deemed that they have made an implied expression of agreement to resolve the dispute through arbitration, and therefore cannot be deemed that both parties have reached an agreement on arbitration.
Case name: Mianning County Water Resources Bureau and Sichuan Chuanli Water Resources and Power Construction Co., Ltd. applied to confirm the validity of the arbitration agreement
Case number: (2020) Chuan 34 Min Te 34
Reason for judgment: The arbitration agreement agreed in the construction contract between Mianning County Water Resources Bureau and Chuanli Company is invalid. According to Article 140 of the General Principles of the Civil Law of the People's Republic of China (now Article 140 of the Civil code), "the actor may express or imply his intention. Silence can be regarded as an intention only when there are legal provisions, the parties agree or conform to the trading habits between the parties", The failure of Mianning County Water Conservancy Bureau to reply after receiving the letter cannot be deemed that the Bureau has made an implied expression of its intention to agree to arbitrate the dispute, and thus cannot be deemed that Chuanli Company and Mianning County Water Conservancy Bureau have reached a supplementary agreement on arbitration. According to Article 20 of the Arbitration Law of the China, "If a party has any objection to the validity of the arbitration agreement, he may request the arbitration commission to make a decision or the people's court to make a ruling. If one party requests the arbitration commission to make a decision and the other party requests the people's court to make a ruling, the people's court shall make a ruling. If a party has any objection to the validity of the arbitration agreement, it shall raise it before the first hearing of the arbitration tribunal" and According to Article 11, Paragraph 1 of the Arbitration Rules of the Liangshan Arbitration Commission, if the parties have objections to the validity of the arbitration agreement or the jurisdiction of the arbitration case, they shall raise them in writing before the first hearing (excluding the day of the hearing); if the hearing is in writing, they shall raise them in writing before the expiration of the first defense period. After applying for arbitration to the Liangshan Arbitration Commission, Chuanli Company shall raise them in writing, The committee issued a "Notice of Hearing" on May 22, 2020, stating that the dispute involved in the case will be heard at 9:00 am on June 5, 2020. Mianning County Water Conservancy Bureau applied to the Court on May 28, 2020 to confirm that the arbitration agreement was invalid, which was in line with the provisions of laws and arbitration rules. Based on the facts and evidence of the whole case, the Construction Contract of Construction Project signed by Chuanli Company and Mianning County Water Conservancy Bureau did not specify the dispute resolution method, and the two parties did not reach a supplementary agreement, so the arbitration agreement involved in the case was invalid.
Case 49. The conclusion of an arbitration agreement must be a true expression of intention made by both parties through equal consultation. The applicant and the respondent have not reached a written arbitration agreement on the dispute resolution method, and the respondent is not a party to the arbitration clause in question. The arbitration clause in question has no legal binding force on them.
Case Name: Yang Moudong, Zhang Moujiang, Zhang Mouxia and others applied for confirmation of the validity of the arbitration agreement
Case No.: (2020) Ji 01 Min Te No. 121
Reason for Judgment: The conclusion of an arbitration agreement must be a genuine expression of intent made through equal consultation between both parties. In this case, the arbitration clause in the "Engineering Construction Agreement" is an arbitration agreement reached between the applicant Yang Moudong and Shijiazhuang Colorful Stone Decoration Engineering Co., Ltd. Shijiazhuang Colorful Stone Decoration Engineering Co., Ltd. has been cancelled on November 18, 2019. The applicant Yang Moudong and the third respondent in this case did not reach a written arbitration agreement on the dispute resolution method. The third respondent is not a party to the arbitration clause in the case, so the arbitration clause in the Engineering Construction Agreement has no legal binding force on both parties in this case.