1
Basic facts
Plaintiff A sued the People's Court of Linzi District, Zibo City, claiming that from September 2 to September 17, 221, the Plaintiff and the Defendant * * * signed three contracts for the purchase and sale of chemical products, and the Defendant sold flake caustic soda to the Plaintiff, and the payment was paid. After the plaintiff paid all the payment to the defendant in accordance with the contract, he signed a sales contract with a third party to resell the goods he ordered. However, the defendant never delivered the goods to the plaintiff, and the plaintiff repeatedly urged the defendant to refuse to deliver the goods. The defendant's failure to deliver the goods led to the plaintiff's failure to deliver the goods to the third party as agreed. In order not to breach the contract, the plaintiff had to buy the goods from other places at the market price and deliver them to the third party. But at this time, the market price was much higher than the price of the same kind of goods when the plaintiff signed the contract with the defendant, and the defendant's malicious failure to deliver the goods caused the plaintiff a huge direct economic loss. Both parties should abide by the principle of honesty and trustworthiness in business dealings. The defendant's gain of benefits is based on malicious damage to the plaintiff's interests, and his behavior itself violates the legal provisions and the contractual agreement between the two parties. Because the communication between the defendant and the defendant to compensate for the loss was fruitless. In order to safeguard the legitimate rights and interests of the plaintiff, a lawsuit is now brought to the court. Request: 1. Order the defendant to compensate the plaintiff for the actual loss of 437,18.76 yuan and the vested interest of 124,86 yuan; 2. The defendant was ordered to pay the interest of 5969.3 yuan (411675×4.35%/12×4) on the plaintiff's funds. Total of the above two items: 567,848 yuan.
Defendant Company B argues that: 1. The actual losses and vested interests claimed by Company A to Company B have no contractual and legal basis. According to the purchase and sale contract between the two parties, "telegraphic transfer to lock the price and deliver the goods", the two parties did not agree on the specific time of delivery after the payment arrived. At the same time, when Company A signed a purchase and sale contract with Company B, Company A did not tell it to resell the purchased goods to a third party. The actual loss and the loss of vested interests advocated by Company A cannot be foreseen by Company B.. 2. After the original defendant signed the contract, it was not a breach of contract for the defendant to adjust the performance period because the production of flake caustic soda manufacturers was insufficient and the price soared. 3. Company B has delivered all the goods to Company A, and there is no factual and legal basis for its claim that funds occupy interest.
the people's court of linzi district of zibo city found through trial that the original defendant and the defendant signed a product purchase and sale contract on September 2, September 3 and September 17, 221, respectively, stipulating that the defendant would supply sodium hydroxide (commonly known as flake caustic soda) to the plaintiff, and the unit price agreed in the contract on September 2, 221 was 245 yuan/ton, 66 tons, with a total price of 1617 yuan; On September 3, 221, the contract agreed that the unit price was 2525 yuan/ton, 132 tons, and the total price was 3333 yuan; On September 17, 221, the contract agreed that the unit price was 4 yuan/ton, 33 tons, and the total price was 132 yuan. The settlement method and time limit stipulated in the contract are telegraphic transfer to lock price and delivery. After the three contracts were signed, the plaintiff credited the payment corresponding to the contracts to the account of the defendant company, and the defendant delivered 231 tons of flake caustic soda to the plaintiff in seven times on September 19th, September 24th, November 17th, November 18th, November 21st, November 28th and December 1st, 221 respectively.
after the plaintiff and the defendant signed the contract and paid, they signed several supply and marketing contracts with a third party, such as Company C, and then resold the goods to a third party. The contract stipulated the price, but none of the contracts stipulated the liability for breach of contract. The defendant failed to deliver the goods to the plaintiff in time, resulting in the plaintiff being unable to deliver the goods to the third party, and the plaintiff bought the goods from other places and delivered them to the third party.
the actual loss claimed by the plaintiff is 437,18.76 yuan. The calculation method is as follows: the plaintiff claims to buy goods from other places, totaling 837,94 yuan. The defendant delivered two cars to the plaintiff on September 19, 221 (4, yuan/ton) and September 24, 221 (2,525 yuan/ton) respectively, accounting for 66 tons, 215,325 yuan, and 411,675 yuan of flake caustic soda was not delivered. The plaintiff claimed that the difference should be calculated as 837,94 yuan-411,675 yuan = 426,265 yuan. The loss of available benefits claimed by the plaintiff is 124,86 yuan. The calculation method is as follows: according to the price of 5,8 yuan/ton on October 12, 221 published by Longzhong Information, the authoritative organization of chemical futures product information, minus the plaintiff's purchase of flake caustic soda from four companies from September 19, 221 to October 12, 221, it is 124,86 yuan. The plaintiff claimed that the interest loss of the occupied funds was 5969.3 yuan. The calculation method is: the defendant delivered two cars to the plaintiff on September 19, 221 (4, yuan/ton) and September 24, 221 (2,525 yuan/ton), accounting for 66 tons, 215,325 yuan, and 411,675 yuan of flake caustic soda has not been supplied. The interest on occupied funds is based on 411,675 yuan, and calculated at the annual interest rate of 4.35% for 4 months.
2
Judgment result
First-instance judgment of Linzi District People's Court of Zibo City:
1. Defendant Company B shall pay the plaintiff Company A the price difference of 17, yuan within ten days from the effective date of this judgment;
ii. dismiss the other claims of plaintiff company a.
After the verdict was pronounced, neither the defendant nor the defendant appealed, and the judgment of the first instance has taken legal effect.
3
Interpretation of the case
This case mainly involves the scope of damages for breach of the sales contract and the confirmation rules.
damages for breach of contract refers to the compensation for property losses caused by one party's breach of contract to the other party. The scope of compensation for losses can be directly stipulated by law or agreed by both parties. In the absence of special provisions in the law and otherwise agreed by the parties, all losses, including direct losses and indirect losses, shall be compensated according to principle of full compensation. Direct loss refers to a direct reduction in property. Indirect loss, also known as lost benefits, refers to the lost benefits that can be expected to be obtained. Article 584 of the Civil Code of the People's Republic of China (hereinafter referred to as the Civil Code) stipulates that if one party fails to perform its contractual obligations or fails to perform its contractual obligations in conformity with the agreement, resulting in losses to the other party, the amount of damages shall be equivalent to the losses caused by the breach of contract, including the benefits that can be obtained after the performance of the contract; However, it shall not exceed the losses that the breaching party foresaw or should have foreseen when concluding the contract. The principle of compensation for breach of contract loss is the principle of total loss compensation, that is, the breaching party needs to compensate all the losses caused to the observant party by its breach of contract, so that the losses of the observant party can be filled. At the same time, the full compensation for damages for breach of contract is limited by foreseeable rules.
The so-called "benefits that can be obtained after the performance of the contract", excluding the performance benefits, is the benefits that can be obtained. According to the general theory of academic circles, the available benefits are limited to the benefits that can be obtained in the future. It does not include the benefits obtained from performance itself, but mainly refers to the benefits corresponding to the profits. Due to one party's breach of contract, the victim can't get the property that should be delivered according to the contract, resulting in the interruption of his production and business activities or the loss of the basis and conditions for engaging in such activities, which leads to the loss of profits, which is a loss of available benefits. Available interest has the following characteristics: (1) Available interest is a kind of future interest. It is not actually enjoyed by the parties to the contract when the breach of contract occurs, but can only be realized through the actual performance of the contract. (2) The available benefits must have certain certainty. In the contract law, any damage that needs to be remedied must have a certain degree of certainty, otherwise it is impossible to claim compensation. In the trial practice, the determination of the loss of available benefits often becomes the focus of controversy between the parties to the contract. Article 9 of "Guiding Opinions of the Supreme People's Court on Several Issues Concerning the Trial of Civil and Commercial Contract Disputes under the Current Situation" (hereinafter referred to as "Guiding Opinions on Contract Disputes") stipulates that the breach of contract by market participants usually leads to the loss of available benefits. According to the nature of the transaction, the purpose of the contract and other factors, the loss of available benefits is mainly divided into production profit loss, operating profit loss and resale profit loss. In successive sales contracts, the loss of the seller's available interests in subsequent resale contracts caused by the seller's breach of the original contract usually belongs to the loss of resale profits. For the "available benefits", judicial practice will comprehensively use the difference method, agreement method, analogy method, estimation method, comprehensive measurement method and other methods to make it clear.
with regard to the limitation of damages for breach of contract, Article 1 of the Guiding Opinions on Contract Disputes stipulates that when calculating and determining the loss of available benefits, the people's court shall comprehensively apply the predictable rules, the impairment rules, the profit-loss balance rules and the negligence balance rules to deduct the unforeseeable losses of the defaulting party, the losses improperly expanded by the defaulting party, the benefits gained by the defaulting party due to breach of contract, the losses caused by the non-defaulting party's fault, and. Article 22 of the Interpretation of the Supreme People's Court on Applicable Legal Issues in the Trial of Disputes over Sales Contracts (revised in 22, hereinafter referred to as the Interpretation of Sales Contracts) also clearly stipulates that if one party to a sales contract breaches the contract and the other party claims to compensate for the loss of available interests, the people's court shall, in determining the scope of liability for breach of contract, follow the provisions of Articles 584, 591, 592 of the Civil Code and Article 23 of this Interpretation. Article 591 of the Civil Code stipulates that after one party breaches the contract, the other party shall take appropriate measures to prevent the loss from expanding; If no appropriate measures are taken to cause the losses to expand, no compensation may be requested for the expanded losses. The reasonable expenses incurred by the parties to prevent the loss from expanding shall be borne by the breaching party. This article is a derogation rule. Paragraph 2 of Article 592 of the Civil Code stipulates that if one party's breach of contract causes losses to the other party, and the other party is at fault for the occurrence of the losses, the corresponding amount of damages may be reduced. This article is the fault offset rule. Article 23 of the Interpretation of Sales Contracts stipulates that if one party to a sales contract gains benefits due to the other party's breach of contract, the people's court shall support it if the breaching party claims to deduct this part of benefits from the compensation for losses. This article is a break-even rule. The foreseeability rule is the provision of Article 584th of the Civil Code. Its specific contents include: 1. The subject of foresight is the defaulting party. 2. The foreseen time is "when the contract is concluded". 3. The foreseeing content only needs to foresee or should foresee the type of damage, but not the degree of damage, that is, the specific amount of damage does not need to be foreseen or should be foreseen. 4. The criterion of foresight. Whether the breaching party foresaw or should have foreseen it shall be borne by the injured party. Judges should usually judge according to relatively objective standards, and only in exceptional circumstances should they judge according to subjective standards. In short, the amount of compensation for the loss of available interests = the total loss of available interests-unforeseen losses-artificially expanded losses-the interests of the injured party due to breach of contract-the losses caused by the injured party's own fault-the necessary contracting costs.
specifically to this case, first of all, the defendant constitutes a breach of contract. Secondly, how to confirm the loss of available interests and the loss of price difference claimed by the plaintiff. The amount of available benefits should be clear and have a direct causal relationship with the defendant's breach of contract. In this case, after the original defendant and the defendant signed the contract, the plaintiff did not clearly inform the defendant about the resale to a third party. The plaintiff bought goods from a third party at a high price and then calculated the profit by himself with reference to a certain price, which had no legal basis and could not be realized. And its amount is uncertain, therefore, the plaintiff's claim of loss of available benefits is unreasonable and the evidence is insufficient, which is not supported according to law. About the price difference loss. According to the provisions of Article 584 of the Civil Code, firstly, the price of the goods did not change obviously when the original defendant and the defendant signed two contracts on September 2 and September 3, 221. At this time, it was difficult for the defendant to foresee the obvious price increase afterwards, but when the contract was signed on September 17, 221, the price increased obviously to 4, yuan/ton. At this time, the defendant should foresee that the failure to perform the contract would cause certain losses to the plaintiff. Second, in this case, the plaintiff chose to buy goods at a high price to fulfill the contract with others, and the difference was a loss of resale profits. However, the plaintiff bought the goods from the defendant and signed a sales contract with other units. The plaintiff did not inform the defendant of the resale situation. The loss of resale profits cannot be arbitrarily expanded. When the defendant fails to perform the contract in time, the plaintiff can contact other units that have signed the contract in time to change or terminate the contract, or buy the goods at a high price to realize resale. Although the plaintiff chose to buy the goods at a high price, it realized the honesty and credit with the downstream units, but it caused a high price difference loss, but this loss was not the only way to choose. At the same time, the plaintiff should stop loss in time when the defendant breaches the contract. When the original and the defendant signed the third contract, the price had risen obviously, and the plaintiff could buy the goods at the current price to realize resale. When buying the goods later, some prices were as high as 568 yuan/ton, so the plaintiff was also responsible for the expansion of losses. Third, it should be considered that although the contract signed by the original and the defendant was not fulfilled in time, the defendant had fulfilled part of the supply obligations after the price rose, and then all the contractual obligations had been fulfilled before December 1, 221, and the plaintiff also earned corresponding profits from the performance of the contract. Based on the above situation, regarding the loss of resale profits, the court confirmed that the defendant paid 17, yuan to the plaintiff at its discretion. Finally, about the interest loss. Because the defendant has completed the performance of the sales contract signed by the plaintiff and the defendant before December 1, 221, the plaintiff claims that the interest during the period of occupying funds is unfounded, and the interest on prepaid goods belongs to the necessary expenditure cost of obtaining the loss of available benefits and cannot be paid at the same time. Therefore, it is not supported according to law.