Study On The Contract Validity Dispute Between New Long March Company And Ming Zheng Company,etc.

In the field of commercial law in our country,the actual controller is an objectively existing but very easily overlooked problem,especially the abuse of control by the actual controller,which is a very serious problem in company law.Therefore,when revising the Company Law of the People’s Republic of China(hereinafter referred to as the Company Law),our country introduced the concept of the actual controller in the amendment,and at the same time,it also introduced the actual controller’s behavior i n some provisions.The processing is regulated,including Article 16,Article 21,Article 125,Article 216,etc.of the Company Law.However,the content of the aforementioned laws regulating actual controllers is very rough,and in fact,it cannot meet the increasing frequency of actual controller problems in the practice of company law.The actual controller is not only related to t he company’s internal governance,but also affects the interests of the company’s shareholders,employees,creditors and other related personnel.The case of disputes over the validity of contracts between New Long March Company and Mingzheng Company is a typical representative of the actual controller type cases.The main focus of this case is the identification of the actual controller involved and the signing of the agreement by the actual controller involved in the case in the name of the company.Whether it constitutes an apparent agency and whether the company personality denial system can be applied to the malicious control of the company by the actual controller involved in the case.The existing legal basis for the actual controller’s determination is only the simple provisions of Article 216,Item 3 of the Company Law.In reality,the actual controller of a company is often presented in various complex forms,and exists with other commercial entities such as controlling shareholders.It is easy to b e confused,and it has an advantageous position in corporate governance.On the issue of accurately identifying the actual controller,the existing laws and judicial interpretations are obviously unable to meet the practical needs in the field of judicial practice.It is necessary to learn from the experience of extraterritorial law.Combined with relevant legal principles,it provides reference for judicial practice;whether the actual controller can engage in external commercial activities in the name of the company,that is,whether it constitutes an apparent agency issue,combined with existing precedents,some courts have ado pted the Civil Code of the People’s Republic of China(Article 172 of the Civil Code(hereinafter referred to as Civil Code)(formerly Article 49 of the Contract Law of the People’s Republic of China)is the legal basis.,while another part of the court held that the actual controller of the company does not belong to the group of directors,supervisors and senior executives,and m ost of them are not regulated by the company’s articles of association,so they do not constitute apparent agency;and whether the actual controller of the company maliciously co ntrols the company can conduct legal personality denial",because Article 20 of the Company Law clearly stipulates that the applicable object of denial of corporate personality is the company’s shareholders,so there is still considerable controversy in the theoretical circle.In this case,on the issue of whether Zhu should be identified as the actual controller of Mingzheng Company and Shenshiqiao Hotel,the judgments of the t hree courts at different trial levels are inconsistent,and this disagreement directly affects whether Zhu’s behavior constitutes an infringement against Mingzheng.The company and the Shenshiqiao Hotel see the agency.The author believes that Zhu satisfie s the requirements of the actual controller and should be identified as the actual controller.On this basis,it also constitutes an apparent agent for Mingzheng Company and Shenshiqiao Hotel;because of his malicious control behavior,Mingzheng Company an d Shenshiqiao University The hotel also signed the agreement with the New Long March Company,so it should pierce the veil of the legal person and assume corresponding responsibilities.