Analysis On The Case Of Sales Contract Disputes Between Jinhua Ltd. And Su Jinshui

As a mainstream selling method, commercial property underwriting has its own market basis, but lacks specific regulations in Chinese legal system. This ambiguity of underwriting's legal nature may cause damages to the interest of commercial house buyers and even the whole real estate industry. The case analyzed in this thesis is one of those typical examples that come from the ambiguous understanding of underwriting's legal nature.The major disputes comes from the following two aspects: firstly, should the behaviour of signing the sales contract between Haoyu company and Su Jinshui be thought as an intermediary behavior or an agent behavior? The first-instance court defines their relationship as an intermediary behavior, denying that the behavior of Su Jinshui's payment to the Haoyu company is a performance of the sales contract. While the court of second instance and the court of retrial define this relationship as an agent behavior, admitting that Su Jinshui has paid to the Haoyu company and performed the contract. Secondly, should the Jinhua company undertake the punitive compensation responsibility due to the phenomenon of “a room two sale”? The court of second instance and the court of retrial hold the piont that regardless of the actor's subjective malignancy, the Jinhua company should undertake the punitive compensation responsibility if the phenomenon of “a room two sale” objectively exists. While the protesting office and the Jinhua company think that the punitive compensation system is harsher than the compensation damage system, aiming at curbing the malicious behaviors of defaulters, therefore the Jinhua company does not have to undertake the responsbility if there is no subjective fault.Based on the analysis of the case and the two key points above, the author can draw the conclusion as follows: first of all, the exclusive sales contract signed by Haoyu company and Jinhua company stipulates that the contract of Haoyu company is signed in the name of Jinhua company and belongs to the agency relationship. It can be seen through the analysis that the underwriting relationship is one of the special agency relationships, therefore the trial result will not be affected if the underwriting is defined as the general agency relationship since the case only involves the situation that happened before the expiry of the underwriting. Secondly, it's right for the court of second instance and the court of retrial to decide that Jinhua company shouldundertake punitive compensation responsibility. However, punitive compensation responsibility is a severe way to punish the malicious default behavior, so the actor's subjective malignancy should be taken into consideration.