Comment On The Case Of Company Establishment About Mr. Yang V. Mr. Chen

In order to obtain the legal person qualification,the company must go through the establishment stage of the company.In this stage,the promoters who are responsible for organizing the establishment of the company shall,in accordance with the conditions and procedures prescribed by law,complete a series of establishment behaviors.And once the company set up failure,how to bear the consequences of the civil liability will be have to face legal problems.The company establishment dispute between Mr.Yang and Mr.Chen is the dispute over the rights of promoters caused by the failure of the company.The core disputes of this case will be illustrated as the following three aspects,firstly,the nature of the cooperation between Yang and Chen,secondly,the dissolution of the cooperation agreement,thirdly,the sharing of the debt of the pre-incorporation contract.A series of preparatory actions initiated by the promoters to establish a company to qualify as a legal person are the behavior of establishing the company,and the agreement for establishing the rights and obligations between the sponsors is a company agreement.In the case of the failure establishment of the company,it is necessary to start from the purpose of the agreement,fully consider the self-government of the promoters,and consider the termination of the agreement.The alliance of the promoters should be defined as partnership applying to the partnership rules,whose obligations go to timely clear and identify the ascription of liability of concerning subjects.In this case,the company has not been successfully established,and since the purpose of the contract cannot be realized,the necessity and possibility of the cooperation agreement has not been fulfilled shall be canceled.Land rental margin belongs to the pre-incorporation contract debt.In case of failure of the company,the partnership rules shall be referred to.According to the agreed proportion,the promoter Mr.Yang has no prior agreement with Chen,and should be apportioned according to the equal share.Therefore,Chen should return half of the land lease margin paid by Yang.